`UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-KSB

     [X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2002

     [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934
             For the transition period from               to

                        Commission file number 0-30587

                       Newport International Group Inc.
                (Name of small business issuer in its charter)

               Delaware                                   23-3030650
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                    Identification No.)

       11863 Wimbledon Circle, #418, Wellington, FL         33414
         (Address of principal executive offices)         (Zip Code)

                  Issuer's Telephone Number:  (561) 389-6725

      Securities registered under Section 12(b) of the Exchange Act: None

        Securities registered under Section 12(g) of the Exchange Act:

                   Common Stock, $.0001 par value per share.
                               (Title of Class)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [ X ] Yes   [   ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [  ]

State issuer's revenues for its most recent fiscal year. $3,169.

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act):

The aggregate market value of the voting stock held by non-affiliates of the
issuer as of March 31, 2003 was $237,189.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: The Company had 9,281,982
shares of common stock outstanding as of March 31, 2003.


                      DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The
listed documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24, 1990):
None

Transitional Small Business Disclosure Format (Check one): Yes [   ]; No [ X ]



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Newport's History

       On October 30, 2000, Conservation Anglers Manufacturing, Inc., a Florida
corporation, entered into a merger with First Philadelphia Capital Corp., a
Delaware corporation, and First Philadelphia Capital Corp. survived the merger
and changed its name to Conservation Anglers Mfg., Inc.  On January 31, 2001,
Conservation Anglers Mfg., Inc. filed an amendment to its certificate of
incorporation to change its name from "Conservation Anglers Manufacturing,
Inc." to "Newport International Group, Inc.," to better reflect and describe
our current strategic direction.

Overview

       Newport intends to become a real estate holding company that will
specialize in large-scale commercial, industrial and residential mixed-use
property development.  We do not currently own any real estate.  Our present
activities are limited to securing acquisition financing for the 2,300 acres
located in Sumter County that we propose to acquire and develop and for the
nine residential lots located in Wellington, Florida that we propose to
acquire.  Our management team includes professionals with experience in a wide
range of real estate development including design, budgeting, permitting,
licensing, contracting, land use amendments, and developments of regional
impact.  We intend to commence operations by purchasing raw land and developing
one large mixed-use development and select residential estates.

The Proposed Projects

       In November 2000, Newport's President entered into a contract to
purchase approximately 3,300 acres of unimproved land located in Sumter County,
Florida for approximately $11.4 million.  The property is strategically located
in central Florida, 45 minutes from Disney World in the Orlando, Florida area,
and one hour from Tampa, Florida.  On February 12, 2002, the land contracts
were cancelled because we were unable to obtain financing to purchase them by
such date.  Simultaneously, Newport's President entered into a new contract to
purchase 2,300 of the 3,300 acres of land for $15 million.  The Company
deposited $10,000 in escrow pending the scheduled closing date of April 30,
2002.  The closing on this contract was subsequently extended until July 29,
2002, and as consideration the Company released the $10,000 to the seller that
was in escrow.  Subsequently, the closing was again extended to September 30,
2002, in consideration for a $25,000 non-refundable deposit.  The closing was
again extended to December 30, 2002, then to March 31, 2003, and subsequently
again extended to July 31, 2003, with no additional deposits required.

       The Sumter property is dissected by Interstate I-475/ Florida Turnpike
from the north and south, and State Road CR-468 from the east to west.  State
Road CR-468 is currently a two-lane road and crosses over the Turnpike as a
flyover without access to the Turnpike.  The City of Wildwood, located five
miles from the property, has already constructed water mains and force mains
through the property.  In an effort to promote business activity in Sumter
County, the county has indicated that it plans to expand CR-468 from two-lanes
to four-lanes.  Based on informal conversations, we also believe that it plans
to construct a toll free interchange at the point where CR-468 meets the
Turnpike on or before 2005.  In 2000, Sumter County officials advised us in
writing that the first phase of the CR-468 road expansion was to begin in early
2001.  To our knowledge, construction has not yet commenced, but the expansion
of nearby roads is underway so we believe the CR-468 expansion will begin in
the near future.

       The land is presently zoned as agricultural and is used for cattle
grazing, agricultural ranching and watermelon fields.  As a result of the
planned construction of the interchange, we have conducted a feasibility study,
and as a result of the study, preliminarily believe that through a proposed
land use plan designation amendment to Sumter County's comprehensive plan, the
land can be redesignated for mixed-use (commercial, industrial and residential)
purposes.  After we acquire the property, we will undertake a more detailed
investigation of the property.  Our investigation will likely include, among
other things, civil engineering, traffic engineering, and archaeology studies,
an economic study, a community development district evaluation, a boundary and
topographic survey, an environmental audit, a geo-technical survey and a
wetlands assessment and delineation.  Additionally, we will prepare a DRI
application, a proposed land use plan designation amendment to Sumter County's
comprehensive plan, a PUD zoning application, a conceptual master plan and a
residential market study.  Many of these studies, applications and designations
will require federal, state, county and local approval.  There can be no
assurance that the regulators will approve any of the applications or studies,
or approve the applications or studies on terms favorable to us.  We believe
that Sumter County will support our applications due to its road expansion
plans which will support additional development.

       Our preliminary study indicates that approximately 85% of the property
is usable for commercial and residential purposes, which would be comprised of
approximately 12,000,000 square feet of retail commercial space and
approximately 2,300 residential home lots.  The retail commercial space would
include 11,000,000 square feet of prime commercial space, 900,000 square feet
of neighborhood commercial space and 140,000 square feet of office space.  The
retail businesses will likely consist of hotels, restaurants, gas stations,
shopping centers and other travel-related businesses.  We also intend to
develop public facilities such as a hospital, library, police and fire
stations, and a community center.  The remaining 15% of the property will
likely be dedicated to wet land and wildlife habitat preservation.

       Beyond our intention to dedicate 15% of the property to wetlands and to
a wildlife habitat, we have not yet examined the environmental implications
with respect to the property. We will need to investigate any environmental
impacts our plans will have on wetlands, storm water, air, transporting sink
holes and wildlife.  Various federal, state and local laws impose liability on
an owner, whether it has knowledge or not, for toxic or hazardous materials
found on a property.  If such an environmental hazard is found on our proposed
property, we may be exposed to substantial costs.

       We intend to develop the key commercial areas surrounding the
interchange first, and radiate outward as businesses develop and move in.  We
will mitigate the risks associated with residential and commercial construction
because we will not directly handle any of the construction on the property.
We plan to sell residential plots to established home builders that have
expertise in single-family home construction (or enter into joint venture
arrangements with builders who will be responsible for the construction) and
lease the commercial plots to large companies who will supervise all aspects of
their specific site construction.  Because Sumter County does not impose impact
fees on new development, developers will realize a substantial savings compared
to the development in a county that has impact fees.

       Impact fees are the fees a local government can charge for new
development in its jurisdiction to offset a portion of the additional cost for
public facilities needed to serve the new development.  Local governments often
feel constrained by shrinking state and federal funding.  Impact fees offer a
mechanism for ensuring that the development community bears a reasonable share
of the costs of additional public facilities required as a result of new
development.  Impact fees shift the burden of these costs from existing
taxpayers to developers.  Impact fees vary by county and type of development,
but for a project of single family residences similar to the residential
portion of our proposed project in nearby Lake County, they would likely range
between $9 million and $13 million.  The impact fees for commercial development
vary substantially.  Although we have not attempted to quantify these fees,
they will also be substantial.  We believe both commercial businesses and
residential developers will be lured to our project, in part, due to the
absence of impact fees in Sumter County.

       We intend to acquire the property as soon as we obtain financing which
we expect to occur in the next six to twelve months.  Following our purchase of
the property, we will complete all site plans, prepare a proposed land use plan
designation amendment to Sumter County's comprehensive plan, commence the DRI
process and seek financing (including the bond issuance described below).  Once
this step is completed, which should occur within 18 to 24 months after we
purchase the property, we will begin construction and coordinate our
development and construction with the widening of CR-468 by Sumter County from
two lanes to four lanes and the anticipated construction of the Florida
Turnpike/CR-468 interchange.

       e hope that because of our strategic location and easy access from the
Florida Turnpike, our property will attract national commercial tenants.  We
believe that our proximity to Orlando and Tampa will be appealing to
homebuilders and ultimately to people who wish to commute to their jobs in a
big city while living outside a big city.  The residential community will also
provide business for our commercial tenants.  The commercial tenants, in turn,
will create employment opportunities for the local population and thus appeal
to homebuilders.  As employment opportunities become available, we believe that
the demand for residential housing in our development, which will be known as
"Newport," will increase.

       In December 2001, Newport's President also entered into contracts to
acquire 45 acres (9 lots) of vacant land in Wellington, Florida for $470,000.
In April 2002, the President closed on two of the nine lots and in May 2002,
closed on a third lot.  The remaining six lots will be purchased when and if
financing becomes available.  The President will transfer the vacant land to
the Company in exchange for a purchase price equal to his cost.  This property
is zoned for single family homes and has been platted for nine five-acre estate
homes.  Such use is compatible with the Wellington area, which features estate
homes that emphasize equestrian activities.  Following our purchase of the
land, we plan to complete the infrastructure for the lots, construct an access
road and offer the lots for sale.  We expect our sales efforts to begin between
nine and 12 months after we purchase the lots.

Proposed Project Financing

       We plan to seek approximately $25 million for the Sumter project and
$1.1 million for the Wellington lots in equity and debt capital to finance the
land purchase, pursue the proposed land use plan designation amendment to
Sumter County's comprehensive plan, fund the DRI process, apply for the bonds
described below and support our ongoing operations. We are in negotiations with
one financing source to borrow approximately $21 million for the Sumter project
secured by the property and a corporate guaranty fee of $880,000.  This
proposed loan would have a five-year term, with a 20 year amortization, and
would bear interest at the six-month LIBOR plus a margin of 550 basis points,
with a floor of 7%.

       The Company is preparing a Private Placement Memorandum with which it
hopes to issue and sell its own corporate bonds.  The bonds are to be backed by
a Funding Agreement with a AAA rated insurance company.  The Company has not
yet identified any insurance company for the Funding Agreement, nor any bond
broker to sell the bonds.  The Company has entered into an agreement with
National Asset Funding, Inc. to provide professional services in connection
with this process.

       Due to the size and magnitude of the project, we plan to seek community
development district, or CDD, status to raise the funds to construct the
necessary infrastructure such as roads, curbs, water, electricity and sewer
connections on the property.  A Community Development District, as authorized
by the State of Florida, is an independent local special-purpose government
that may levy taxes and issue bonds, which allows the private sector to finance
and manage basic infrastructure and services.  A landowner must file a petition
in order to gain CDD status.  The landowner must provide various information
about the property, the proposed development, and the anticipated cost of the
proposed services.  The petition is evaluated, in part, based on whether the
proposed CDD would be consistent with the state and local comprehensive plans,
whether the property is of sufficient size and shape to be developable as one
functional interrelated community, whether the CDD represents the best
alternative for delivering the proposed services and facilities to the area,
whether the services and facilities will be compatible with existing local and
regional services and facilities and whether the area is amenable to separate
special-district government.

       We believe that we can qualify for CDD status because we will own all of
the land at issue and we would be promoting the development of a rural area
where there will be a positive economic impact on the surrounding community.
Assuming we obtain CDD status, the landowners within the CDD will elect a Board
of Supervisors for the CDD on a one vote per acre basis.  The Board of
Supervisors will decide whether the CDD should issue bonds.  Because we will
own the majority of the land in the CDD in the early years, we believe the CDD
will issue the bonds necessary to pay for the infrastructure expenses.  CDD
bonds offer good yields on a tax-free basis and typically have 20-25 year
terms.  Newport plans to obtain credit enhancement for these bonds to assure a
AAA rating.  Interest on these bonds is typically much lower than rates on
commercial loans.

The Area Surrounding Sumter Property

       According to US Census figures, Sumter County's population grew from
31,577 to 53,345 between 1990 and 2000, which represents a 69% growth rate, and
Sumter is one of the fastest growing counties in the State of Florida.  The
county is development-friendly and has shown its commitment to development by
its agreement to make certain road improvements, such as the widening of CR-
468.  Additionally, Sumter County has no impact fees, a fact which we believe
could save our commercial tenants substantial amounts and our residential
developer-partners an estimated $9-13 million over the life of the project.

       Located within 10 miles of the CR-468 interchange is a large-scale
residential retirement development in Lady Lake, Florida known as "The
Villages."  The Villages has grown to over 13,000 homes and 25,000 people
during approximately the last ten years.  We have been advised that the
Villages also supports the County's proposed road improvements and the addition
of a CR-468 interchange.  Ultimately, we believe we will benefit directly from
our proximity to The Villages by forming a strategic relationship with The
Villages and having an ally committed to continued growth in Sumter County.
The Villages' public relations and regional and national marketing and
advertising campaigns should also help create national awareness of the many
opportunities to relocate to Sumter County.

Competition

       The real estate development industry, both residential and commercial,
is well developed in Florida.  Competition in the industry is intense and is
based primarily on location, land use plan designation, availability of
capital, timing of development and price.  We will compete for properties with
other real estate developers, many of whom have greater financial resources,
revenues and geographical diversity than we have.  We will also face
competition for residential purchasers and commercial tenants from larger
cities, such as Orlando, Tampa and Wildwood, which offer greater resources and
more employment opportunities.  We believe we can succeed because of our
strategic location and easy access to the Florida Turnpike, as approximately
35,000 vehicles a day will pass by our project.  Each of these vehicles is a
potential customer for the fast food restaurants, hotels and gas stations that
are likely to be developed on the property.

       With respect to the Sumter property, we currently have an exclusive
option to purchase the proposed property prior to July 31, 2003.  Although we
have not yet received a financing commitment to purchase the property, we are
evaluating several different financing proposals.  We are not aware of any
competition for our proposed property or for any of the financing options we
are pursuing.

Employees

       We currently have three employees and anticipate increasing our
workforce to between seven and ten full-time employees with 18 to 24 months
after we purchase the property.  During this same time period, we plan to
retain ten to 12 professionals, on a contract basis, to assist us in the
development of the property.

Government Approvals and Regulations

       We will be subject to various federal, state and local laws and
regulations concerning planning and zoning, building design, construction and
environmental issues.  As a result, we may experience delays, additional costs,
restrictions on development in environmentally sensitive areas, or other
problems in the issuance of the necessary permits and/or licenses to purchase
and develop our proposed project.  In addition, we cannot assure that we will
be able to obtain the necessary licenses or permits at all.  We may also be
subject to periodic delays due to building moratoria and other regulatory
issues.  Such delays could be costly.

       Many of the governmental approvals required will relate to the DRI
process, which is governed by Florida State laws and regulations.  A DRI is any
development which, because of its character, magnitude or location, would have
a substantial effect on the health, safety or welfare of citizens in more than
one county.  The DRI process is coordinated at the state level and at the local
level by one of the state's 11 regional planning councils.  The Withlachochee
Regional Planning Council, which is responsible for Sumter County, will play
the primary role in coordinating the multi-agency review of our proposed
project at the regional level.  The Planning Council will consider the proposed
project's impact on transportation, roads, schools, environment, utilities,
human resources, public safety and other public concerns, and studies will be
prepared in connection with many of these concerns.  The Planning Council will
conduct a pre-application review of the proposed project and at least two
sufficiency reviews of the DRI application.  The Planning Council's full Board
of Directors will then recommend, recommend with modifications or not recommend
that a development order be authorized.  After final review by the Planning
Council's full Board of Directors, whether recommended or not, the DRI
application will be forwarded to the local governing body for determination of
whether a development order should be authorized.  In our case, because the
property is located in unincorporated Sumter County, the development order will
be reviewed by the Sumter County Commission.  At each step, the State will also
play a key role in deciding whether the DRI is approved and a development order
is issued.

       Throughout the approval process, many local and state departments will
provide input on our DRI application.  These governing entities include, among
others, the Florida Department of Community Affairs, the Florida Department of
Transportation, the Florida Department of Environmental Protection, the
Southwest Water Management District, the Sumter County Division of Planning and
Development, the Florida Fish and Wildlife Conservation Commission, the City of
Wildwood, the City of Coleman, the Army Corps of Engineers, the Florida
Division of Historical Resources, the State Division of Forestry, the Florida
Division of Natural Resources, the Sumter County School Board and the U.S. Fish
and Wild Life Service.  After receipt of input from these various agencies, the
Planning Council will coordinate their reports and present them to us.

       The proposed land use plan designation amendment to Sumter County's
comprehensive plan will be subject to approval by the Sumter County Board of
County Commissioners.

       We will also be subject to a variety of federal, state, and local laws
and regulations concerning the protection of health and the environment.  The
particular environmental laws which could apply to our proposed project will
depend on the site's environmental condition, the present and former uses of
the site, as well as that of adjoining properties.  Because we have not yet
conducted an environmental audit of the proposed property, we do not know which
laws will apply to the property or what compliance problems they may present.

       We do, however, know certain agencies and laws that will have
jurisdiction over or may be applicable to our property.  The Southwest Florida
Water Management District will evaluate the water and lake storage on the
property and evaluate additional man-made water bodies that may be required to
meet the water storage retention requirement.  The Florida Department of
Environmental Protection will evaluate the environmental impact of such things
as wetlands, storm water, air, transportation, sink holes and wildlife.  Some
of the state laws which may apply include the Florida Air and Water Pollution
Control Act, the Florida Environmental Land and Waste Management Act of 1972,
the Florida Safe Drinking Water Preservation Act, the Outdoor Recreation and
Conservation Act and the Florida Environmental Education Act.  Some of the
federal laws which may apply include the Clean Air Act, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 and the Federal
Endangered Species Act.

       The establishment of a CDD will also involve various state and local
agencies.  We will file our petition for the CDD with the Florida Land and
Water Adjudicative Commission.  Much of the information required for the CDD
petition will be taken from the DRI application.

RISK FACTORS

Company Related Risks

       WE HAVE NO OPERATING HISTORY AND A SIGNIFICANT ACCUMULATED DEFICIT ON
WHICH TO BASE AN INVESTMENT DECISION IN OUR BUSINESS

       We were formed in December 1999.  Since then we have raised initial
capital and developed a business plan but we have not commenced operations.  As
a result, we have no operating history on which you can evaluate our proposed
business and our prospects.  Through December 31, 2002, we had an accumulated
deficit of $1,653,003.  Our prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies in
their early stages of development. We cannot guarantee that we will be
successful in accomplishing our objectives.

       WE EXPECT TO CONTINUE TO HAVE BOTH OPERATING AND NET LOSSES FOR THE
FORESEEABLE FUTURE

       We incurred losses of $102,969 for the year ended December 31, 2000,
losses of $160,903 for the year ended December 31, 2001, and losses of
$1,799,154 for the year ended December 31, 2002, because we have not commenced
operations and have not generated any revenue.  We expect to acquire the raw
land for the proposed project and commence operations during the next six to 12
months.  The project is not likely to produce revenue from deposits for an
additional six to 12 months, and is not likely to generate significant revenue
until after the DRI and other approvals have been obtained.  We cannot estimate
when revenues from the proposed project will exceed cumulative losses or
whether we will be able to acquire the property at all.

WE HAVE RAISED LIMITED CAPITAL AND WILL NEED ADDITIONAL CAPITAL TO COMMENCE OUR
BUSINESS

       To date, we have raised approximately $700,000 for working capital by
selling common stock and a convertible debenture in a private placement
transaction.  We used and are using these funds to develop our business plan,
identify real estate investment opportunities, pay expenses to prepare our
required filings with the SEC and complete this offering.  These funds were not
intended to be sufficient to implement our business plan.  We will need to
raise additional funds, both in the form of equity and debt, to acquire the
proposed project and commence operations.  At present, we expect that we will
require approximately $25,000,000 for such purposes.  This amount could change
as we refine and implement our business plan.  We believe we can borrow a large
portion of the funds needed to acquire the proposed property, and plan to raise
the balance through the sale of common stock; however, we do not have firm
commitments for any additional financing.

       As a result, we may not be able to raise this capital when needed or, if
we are able to raise additional capital, it may not be on favorable terms.  If
this should occur, we would not be able to commence operations.  In addition,
if we raise additional funds through the issuance of common stock, or other
equity or debt securities, the securities may have rights, preferences or
privileges senior to those of the rights of our current shareholders and our
shareholders may experience dilution.

RISK OF WAR AND TERRORISM

       Terrorist acts or acts of war (wherever located around the world) may
cause damage or disruption to our business and could have an adverse effect on
our operations and financial results.  Travel and tourism, in central Florida
and throughout the United States and the world, have been significantly
affected since the events of September 11, 2001.  Our revenue will be
generated, in part, from businesses that rely on travel and tourism.  If this
industry is weak, our commercial lease revenue will likely be adversely
affected.  Our revenue will also depend on trends in residential homebuilding,
which are impacted by interest rates and general economic trends, among other
things.  Although interest rates have fallen, the economy remains weak.  The
economic uncertainty stemming from the terrorist attacks of September 11, 2001,
may continue through the pending war-time economy.  At this time, we are unable
to predict what impact a prolonged war on terrorism will have on the respective
economies of the United States and Florida or how it will affect our
operations.

OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED AMONG OUR PRINCIPAL SHAREHOLDERS,
OFFICERS AND DIRECTORS WHO CAN CONTROL ALL SIGNIFICANT CORPORATE TRANSACTIONS

       Our directors, executive officers and principal shareholders, and their
affiliates, beneficially own approximately 90% of our outstanding common stock.
As a result, these shareholders can exercise control over all matters requiring
shareholder approval, including the election of directors and approval of
significant corporate transactions.  This concentration of ownership may have
the effect of delaying or preventing a change in control of Newport.

       OUR ABILITY TO IMPLEMENT OUR BUSINESS PLAN DEPENDS ON OUR ABILITY TO
ATTRACT AND RETAIN KEY PERSONNEL WHICH WE MAY NOT BE ABLE TO DO

       Our future success will depend to a significant extent on the continued
services of our Chief Executive Officer, Soloman Lam, and our Vice President of
Development and Engineering, Vernon Priest.  The loss of either of these
officers or directors would likely have a significantly detrimental effect on
our business.  We do not have employment contracts with these officers and do
not maintain "key man" life insurance policies for any of our officers or
directors.
Our prospects will also depend on our ability to attract and retain highly
qualified sales and marketing, and managerial personnel.  Competition for such
personnel is intense, and there can be no assurance that we will be able to
employ or retain such personnel.

WE MAY NOT BE ABLE TO PAY DIVIDENDS TO OUR SHAREHOLDERS FOR THE FORESEEABLE
FUTURE

       We have never declared or paid any cash dividends on our common stock.
For the foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Any future determination to pay dividends
will be at the discretion of the Board of Directors and will be dependent upon
then existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the Board of Directors consider relevant.

CURRENTLY THERE IS NO ACTIVE TRADING MARKET FOR OUR COMMON STOCK MAKING IT
DIFFICULT FOR SHAREHOLDERS TO SELL OUR COMMON STOCK

       As of the date of this annual report, our common stock is listed on the
OTC Exchange.  However, there is no active trading market for our common stock.
We have engaged a securities broker/dealer to make a market in our common
stock.  However, there can be no assurance a meaningful trading market will
develop as a result of such market maker's efforts.  Because we lack an active
market for shares of our common stock, the sale prices of our common stock, if
any, could vary widely and shareholders may have difficulty selling their stock
at all.  Such market fluctuations may have a material adverse effect on
shareholders and make it difficult for shareholders to sell our common stock.

THE AVAILABILITY OF ADDITIONAL SHARES FOR SALE COULD ADVERSELY AFFECT OUR SHARE
PRICE

       Our promoters and affiliates could sell a sufficient volume of shares of
common stock to lower the share price.  Of our common stock presently issued
and outstanding, 6,317,125 shares are held by our promoters and affiliates as
"restricted securities," as that term is defined under the Securities Act, and
in the future may be sold pursuant to a registration statement filed under the
Securities Act.  Some of these shares may not be sold by these promoters or
affiliates, or their transferees, pursuant to Rule 144 of the Securities Act.
This conclusion is based on the position of the staff of the Division of
Corporation Finance of the SEC that any such resale transaction under Rule 144
would appear to be designed to distribute or redistribute the shares to the
public without coming within the registration requirements of the Securities
Act.  Therefore, certain of these promoters or affiliates, or their
transferees, can only resell their shares through an effective registration
statement.  Prospective investors should be aware that there is a risk that
such sales  would have a depressive effect on the market price of our
securities in any market which may develop for our securities.  If our
promoters or affiliates did not hold these shares, there would not be the same
risk of a depressive effect on the price of the shares you hold.
Real Estate Development Risk Factors

WE DO NOT HAVE THE APPROXIMATELY $15.5 MILLION NEEDED TO PURCHASE THE PROPOSED
PROPERTIES AND DO NOT CURRENTLY HAVE SOURCES OF FUNDING

       We have entered into contracts to purchase unimproved land for our
proposed projects for approximately $15.5 million.  We are in negotiations with
one financing source, but have not yet secured financing for the purchase of
either of the properties.  In addition, we have not yet begun seeking financing
for the additional funds needed to develop the property.  If we are unable to
secure both acquisition and development financing, we will be unable to
purchase one or both of the properties, which may cause us to change our
business plan.  If we are unable to identify and obtain financing for an
alternative property, we may not be able to commence operations.

THE SUCCESS OF THE SUMTER PROJECT DEPENDS ON THE CONSTRUCTION OF THE
INTERCHANGE WHICH MIGHT NOT OCCUR

       Although Sumter County has indicated in writing its intention to widen
CR 468, we do not have any written commitment that it intends to construct a
toll-free interchange of the Florida Turnpike at the intersection of CR-468.
We have informally learned that it intends to construct this interchange, which
would access the proposed property, and we understand that a first draft of
architectural plans for the interchange has been prepared, but there can be no
assurance that the interchange will actually be built.  The lack of an
interchange would adversely affect the viability of the proposed project, as
access to the proposed project would be severely diminished.

WE INTEND TO ACQUIRE ONLY TWO PROPERTIES INITIALLY WHICH WILL INCREASE THE
EFFECT OF ANY DECLINE IN THE ECONOMY OF SUMTER COUNTY ON US

       We plan to purchase two proposed properties, which will require
substantially all of our resources and attention.  Although we may acquire
additional properties in the future, we do not have any present intention to
make additional acquisitions.  Our limited diversification will subject us to
economic fluctuations both within the real estate industry as well as within
the geographic market in which the properties are located.  This limited
diversification would likely increase the negative impact of any decline in the
economy of Sumter County, where the largest of our proposed properties is
located, on our financial condition as a whole.

WE MAY NOT RECEIVE APPROVAL BY REGULATORS FOR OUR DEVELOPMENT APPLICATIONS
WHICH WOULD RESULT IN COSTLY DELAYS

       We have conducted a feasibility study for the proposed Sumter County
project and have gained preliminary comfort that the project can be developed
as planned.  We will not, however, undertake a more detailed investigation of
the property until after we acquire it.  Our investigation will likely include,
among other things, civil engineering, traffic engineering, an archaeology
study, an economic study, a community development district evaluation, a
boundary and topographic survey, an environmental audit, a geo-technical survey
and a wetlands assessment and delineation.  Additionally, we will prepare a DRI
application, a proposed land use plan designation amendment to Sumter County's
comprehensive plan, a PUD zoning application, a conceptual master plan and a
residential market study.  Many of these studies, requirements and applications
will require federal, state and local approval.  There can be no assurance that
the regulators will approve these studies or applications, or approve the
studies or applications on terms favorable to us.  The failure to obtain any
approval or the imposition of significant limitations on the development of the
property would adversely affect us, and in some cases, could cause us to
determine not to develop the property at all.  If we decide not to develop the
property, we would likely seek to sell it and identify another property that
provided similar development opportunities as the proposed property.  If we do
not develop the proposed property, it is likely that we will have to modify our
business plan, possibly in significant respects that we cannot currently
predict.

THE PROJECT MAY NOT GENERATE SUFFICIENT OPERATING CASH FLOW TO MEET OPERATING
EXPENSES

       We plan to generate income from sales of land for residential
development and leases of land for commercial development.  Revenue will depend
on a number of factors, including changes in economic conditions and may not be
received at regular intervals, which could result in large swings in our
revenue.  Debt service payments and property holding costs are likely to be
much more predictable and steady, but could increase significantly, if there
are increases in costs such as real estate taxes, insurance premiums and
utilities or if there are increases in interest rates.  We will have no control
over potential increases in these expenses.  If our revenue is insufficient to
meet our debt service and property holding costs, we will need to identify
additional sources of funding or risk defaulting on our financing and losing
the project in foreclosure.

WE COULD ENCOUNTER PROBLEMS AS A RESULT OF USING DEBT TO FINANCE OUR PROJECTS

       We plan to borrow money to pay for the acquisition, development and
operation of the proposed project and for other general corporate purposes.  By
borrowing money, we will expose ourselves to several risks, including the
following:

       -  the inability to repay the debt when due;
       -  increases in debt service payments due to variable interest rates
       -  reduced access to additional debt financing for other purposes; and
       -  loss of the property that secures any debt upon default of the loan.

WE MAY SUFFER ENVIRONMENTAL LIABILITIES WHICH COULD RESULT IN SUBSTANTIAL COSTS

       Under various federal, state, and local laws, ordinances, and
regulations, the owner or operator of real property may be liable for the costs
of removal or remediation of hazardous or toxic substances located on or in, or
emanating from, such property, as well as costs of investigation and property
damages.  Such laws often impose such liability without regard to whether the
owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances.  The presence of such substances, or the failure
to properly remediate such substances, may adversely affect the owner or
operator's ability to sell or lease a property or borrow using the property as
collateral.  Other statutes may require the removal of underground storage
tanks.  Noncompliance with these and other environmental, health or safety
requirements may result in substantial costs to us or may result in the need to
cease or alter operations on the property.

ITEM 2.  DESCRIPTION OF PROPERTY.

       We presently lease office space located at 11863 Wimbledon Circle, Suite
418, Wellington, FL 33414.  This lease, which continues on a month-to-month
basis, commenced in September 2000 with monthly rental payments of $500.00.

       Our President has entered into a contract to purchase approximately
2,300 acres of raw land in Sumter County, Florida for $15.0 million.  We
deposited $35,000 into escrow pending closing, which is scheduled to occur on
or before July 31, 2003.  The property is currently being used for cattle
grazing, agricultural ranching and watermelon fields.  We intend to amend the
land use plan designation within Sumter County's comprehensive plan to
accommodate commercial, industrial and residential uses.  Our preliminary
studies indicate that approximately 85% of the property is usable for
commercial and residential purposes, which would be comprised of 12,000,000
square feet of retail commercial space and approximately 2,300 residential home
lots.

       The President also entered into contracts to purchase 45 acres (9 lots)
of raw land in Wellington, Florida for $470,000.  The President subsequently
closed on three of the lots. The remaining six lots will be purchased when and
if financing becomes available.  The Wellington property is currently zoned for
single-family homes and has been platted as nine five-acre lots.  We intend to
clear the land, construct an access road and offer the lots for sale as estate
homes with a distinct equestrian flair.

ITEM 3.  LEGAL PROCEEDINGS.

       There are no legal actions pending against us nor any legal actions
contemplated by us at this time.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       There were no matters submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 2002.


                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

       Our common stock is listed on the OTC Exchange. We have engaged
vFinance, Inc., as our market maker.

Stockholders

       There were 72 recordholders of our common stock as of March 31, 2003.

Dividends

       We have never paid any cash dividends on our common stock.  We do not
currently anticipate paying cash dividends for the foreseeable future, but
instead we plan to retain any earnings to fund our growth.  The decision to pay
dividends on our common stock in the future will depend on our ability to
generate earnings, our need for capital, our overall financial condition and
other factors that our Board of Directors may consider to be relevant.

Unregistered Sales of Securities

       In December 1999, First Philadelphia Capital Corp., our predecessor
company, sold 5,000,000 shares of its common stock, to FS Capital Markets, at
par value of $0.0001 per share, for an aggregate purchase price of $500.  In
October 2000, in connection with the stock-for-stock merger of First
Philadelphia Capital Corp. with Conservation Anglers Manufacturing, Inc., FS
Capital Markets returned 4,700,000 of these shares and retained 300,000 shares
of our common stock.  The shares were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act.

       In October 2000, Newport issued 1,175,000 and 3,525,000 shares of common
stock, respectively, at a price of $0.0001 per share, to each of Sara Lam and
Samantha Lam, respectively, in the stock-for-stock merger of First Philadelphia
Capital Corp. with Conservation Anglers Manufacturing, Inc.  The shares were
issued pursuant to an exemption from registration under Section 4(2) of the
Securities Act.

       From November 2000 through January 2002, Newport sold an aggregate of
1,005,780 shares of common stock to 50 "accredited investors" for a total of
$414,000.  Newport sold these shares of common stock under the exemption from
registration provided by Section 4(2) of the Securities Act and Rule 506
promulgated thereunder.  Neither Newport nor any person acting on its behalf
offered or sold the securities by means of any form of general solicitation or
general advertising.  Purchasers, or the beneficial owners of purchasers that
are entities, are friends or business associates of the officers and directors
of Newport.  No services were performed by any purchasers as consideration for
the shares issued.  All purchasers represented in writing that they had such
knowledge and experience in financial and business matters as is required to
evaluate the risks associated with their proposed investment in the Company and
that they were acquiring material concerning the Company and that they had been
afforded an opportunity to ask questions of management and request additional
information about the Company.  A legend was placed on the stock certificates
stating that the securities had not been registered under the Securities Act
and cannot be sold or otherwise transferred without an effective registration
or an exemption therefrom.

       In April 2001, we issued 20,000 shares of common stock to First Level
Capital, Inc., in connection with certain consulting services First Level will
provide to Newport through April 2002 relating to corporate finance and other
financial services matters.  We estimate the value of these services at
$10,000.  These shares were issued pursuant to an exemption from registration
under Section 4(2) of the Securities Act.  In February 2002, we agreed with
First Level Capital, Inc. to cancel the consulting arrangement and these shares
were canceled.

       In January 2002, we issued a convertible debenture in the principal
amount of $370,000 to Mr. Kenneth Myron, one of our principal stockholders, in
exchange for the conversion of a promissory note in the amount of $312,000,
accrued interest in the amount of $10,000 and an additional advance in the
amount of $48,000.  The debenture is convertible into 3,700,000 shares of our
common stock.  The debenture was issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act.

       In April 2002, we issued 20,000 shares of common stock to vFinance, Inc
in connection with certain financial consulting services.  We estimate the
value of the common stock issued at $3,800.  The stock was issued pursuant to
an exemption from registration under Section 4(2) of the Securities Act.

       In February 2003, we issued 1,800,000 shares of our common stock to Mr.
Clint Beckwith, our Vice President of Public Relations and a Director of the
Company, as compensation for services to the Company for the period of April
2000 through December 2003.  We estimate the value of the common stock issued
at $360,000.  The stock was issued pursuant to an exemption from registration
under Section 4(2) of the Securities Act.

Registered Securities

       In February 2002 through September 2002, we entered into various
referral, financial consulting and professional service agreements with some
existing stockholders and others.  In August 2002 through September 2002, we
issued 875,750 shares of common stock, pursuant to a Form S-8 filing on August
16, 2002, with the Securities and Exchange Commission registering 1,000,000
shares of our common stock pursuant to the 2002 Stock Option and Stock Award
Plan, for these services.  The value of the 875,750 shares was $684,638 based
on the OTC market values on the dates of issue.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward-Looking Statements

       This Form 10-KSB annual report may contain certain "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995 or by the Securities and Exchange Commission in its rules,
regulations and/or releases, which represent our expectations or beliefs,
including but not limited to, statements concerning our operations, economic
performance, financial condition, growth and acquisition strategies,
investments, and future operational plans. For this purpose, any statements
contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "will," "expect," "believe," "anticipate," "intend,"
"could," "estimate," "might," or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond our control, and actual results may
differ materially depending on a variety of important facts, including but not
limited to those risk factors discussed herein below.

Plan of Operation

       To date, we have raised approximately $700,000 in initial seed capital
from friends and family members.  We have used these funds to create our
business plan and pay the expenses associated with creating and maintaining a
company that files reports with the SEC.  If we are unable to obtain sufficient
financing, we will not purchase the property.  If we do not purchase the
property, we should have enough resources for the next 12 to 18 months.

       The aggregate purchase price of the properties is approximately $15.5
million.  Following the purchase of the Sumter County property, we anticipate
spending an additional $1 million to complete our studies of the property and
the rezoning, permitting and approval process.  With respect to the Wellington
property, we plan to spend approximately $600,000 for infrastructure.

       We plan to pay for these costs through the proceeds of debt and equity
financings.  We also plan to seek community development bonds to pay for
infrastructure costs, which we estimate at $90-$100 million.  We have not yet
received a firm commitment for any financing and there can be no assurance that
we will be able to obtain one.  If adequate funds are not available, we may be
required to delay or curtail our plans or obtain funds by entering into
arrangements with collaborative partners or others who may require us to
relinquish some of our rights to the property.

       The following is a proposed timetable for our activities:

Present                             -  seek and obtain financing for the purchase of
                                       the Sumter property

Next six to twelve months           -  seek and obtain financing for the purchase of
                                       the Wellington property

                                    -  commence sales of the Wellington lots

Eighteen to twenty-four months      -  complete the DRI and land use plan designation
after purchase of Sumter County        amendment procedures for Sumter County project
property
                                    -  develop our master site plans and identify all
                                       land usage for Sumter County project

                                    -  initiate contacts with potential developers,
                                       partners and commercial tenants in various
                                       sectors for Sumter County project

                                    -  apply for CDD status and begin accepting
                                       deposits on the sale or lease of parcels for
                                       Sumter County project

                                    -  increase staff to seven to ten full-time
                                       personnel and ten to twelve contract
                                       professionals for Sumter County project


       If we are unable to purchase the Wellington property, we will focus our
efforts solely on the Sumter County project, which is much more significant to
us.  If we are unable to purchase the Sumter County property, we will seek to
locate an alternate property with similar development potential.  We would
likely seek a mixed use property in Florida for an alternate property.  We
would also seek to identify a property in an area that is likely to experience
an increase in population on property values.

ITEM 7.  FINANCIAL STATEMENTS.

       See "Index to Financial Statements."

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

       Effective on February 6, 2002, our independent accountant, J.P.
Spillane, C.P.A., P.A., resigned and our Board of Directors appointed Rachlin,
Cohen and Holtz, LLP as our independent accountants.  J.P. Spillane, C.P.A.,
P.A. expressed concerns to us as to its independence in view of certain
accounting services it had provided to us.  J.P. Spillane, C.P.A., P.A. audited
our financial statements for the period from our inception (December 27, 1999)
through December 31, 2000.  We decided with J.P. Spillane, C.P.A., P.A. to
retain a different firm to audit our financial statements (including the
periods previously audited by J.P. Spillane, C.P.A., P.A.), and to engage J.P.
Spillane, C.P.A., P.A. to perform certain accounting functions for us.  There
were no disagreements between J.P. Spillane, C.P.A., P.A. and us, and J.P.
Spillane, C.P.A., P.A. did not issue any adverse opinion during the period that
it served as our auditor.


                                   PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
         ACT.

       Each of the our directors is elected by our shareholders to a term of
one year and serves until his or her successor is elected and qualified.  Each
of the officers is appointed by the Board of Directors and serves at the
discretion of the Board of Directors.  The Board of Directors does not have a
nominating, audit, or compensation committee.

       The following table sets forth certain information regarding our
executive officers and directors as of March 31, 2003:

      NAME             AGE                        POSITION(S)
      ----             ---                        -----------
Soloman Lam            49                  CEO, President, Treasurer
                                                  and Director

Redding Stevenson      57                   Chief Operating Officer
                                                  and Director

Sara Lam               49                           Director

Samantha Lam           24                           Director

Vernon Priest          53                 Vice President of Development
                                          and Engineering and Director

Tina Giacalone         51                    Secretary and Director

Clinton Beckwith       60                   Vice President of Public
                                             Relations and Director


       SOLOMAN LAM has served as Chief Executive Officer, President, Treasurer
and a director of Newport since 2000, and is responsible for our accounting and
financial reporting.  From 1977 to 1999, Mr. Lam served as President of
Equewest Investment Ltd., a commercial and residential real estate development
company.  Mr. Lam has managed numerous large-scale projects including a 400-
acre, $20 million subdivision near Vancouver, B.C., and a $30 million 16-story
hotel in downtown Vancouver.  Mr. Lam received a Bachelor of Science degree in
Business Administration from Boston University in 1976.

       REDDING STEVENSON has served as Chief Operating Officer of Newport since
2001 and a director since 2000.  From 1988 to present, Mr. Stevenson has served
as President and CEO of Amerinvest Development Corporation, a real estate
development company.  Mr. Stevenson has more than 35 years of experience in
executive management in all phases of real estate development, real
estate/transit related and infrastructure projects, privatization initiatives
and governmental relations.

       SARA LAM has served as a director of Newport since 2000.  Since 1998,
Sara Lam has worked for Macy's department store in Palm Beach Gardens, Florida
and West Palm Beach, Florida in various capacities, most recently as the
manager of the cosmetics department.  Prior to 1998, Sara Lam was a homemaker.

       SAMANTHA LAM has served as a director of Newport since 2000.  Since
1996, Samantha Lam has been a professional equestrian athlete who trains and
competes in equestrian show jumping competitions, mostly in Germany.

       VERNON PRIEST has served as Vice President of Development and
Engineering since 2000 and as a director of Newport since 2000 and specializes
in development and rezoning issues.  From 2000 to present, Mr. Priest has
served as the Real Estate Director for West Coast Partners, a real estate
development company in Clearwater, Florida.  From 1996 until 1999, Mr. Priest
served as a Development Management Consultant to Equitable Life Insurance, a
general insurance company which financed the construction and development of
the Western Park of Commerce in Weston, Florida.  Mr. Priest earned his MBA
from Nova Southeastern University in 1995 and his Bachelor of Science in Ocean
Engineering from Florida Atlantic University in 1973.

       TINA GIACALONE has been the Secretary and a director of Newport since
2000.  Since 1995, Ms. Giacalone has been a professional consultant for
Computype, a secretarial and administrative services company she owns.  Ms.
Giacalone has over 25 years of experience in business administration.  Ms.
Giacalone has an associate's degree of Business Management from the Gold Coast
College of T.A.F.E. in Queensland, Australia.

       CLINTON BECKWITH has been the Vice President of Public Relations and a
director of Newport since 2000.  Additionally, from 1993 to present, Mr.
Beckwith has served as a manager of Clinda Resources, Inc., a private real
estate holding company.  From 1998 to present, Mr. Beckwith has also served as
the publisher and a director of Waterway Times Media Group, Inc., a maritime
magazine concentrating on boating and water-related leisure activities.  Mr.
Beckwith has been self-employed and owned various business entities over the
last 30 years.  His businesses have included several book, newspaper and
magazine publishing companies and a building supply company.

       Soloman Lam, Chief Executive Officer and President of Newport, is the
husband of Sara Lam and the father of Samantha Lam, both directors and
significant shareholders of Newport.

Section 16(a) Beneficial Ownership Reporting Compliance

       To our knowledge, the following officers, directors and ten percent
stockholders have not yet filed a Form 3 to report their status with us and
their ownership of our securities, if any:  Mr. Stevenson, Mr. Priest, Ms.
Giacalone, Mr. Beckwith, and Mr. Myron.  These people also did not file a Form
5 after the end of 2000, 2001 or 2002 fiscal years disclosing these tardy
filings.

ITEM 10.  EXECUTIVE COMPENSATION.

       We did not pay any compensation to our executive officers or directors
for the years ended December 31, 1999, 2000 or 2001. We also did not grant any
stock options or restricted stock to anyone during these years.

       We did pay compensation of approximately $28,000 to Mr. Soloman Lam, our
President and Chief Executive Officer, and accrued an additional approximately
$97,000 for him for a total of $125,000 for the year ended December 31, 2002.
No other executive officer or director received any compensation in 2002.
However, in 2002, we did accrue $264,000 in compensation for the period April
2000 through December 2002 for Mr. Clint Beckwith, our Vice President of Public
Relations and a director of the Company in accordance with the stock issue
mentioned below.  We did not grant any stock options or restricted stock to
anyone during 2002.

       In February 2003, we issued 1,800,000 shares of our restricted common
stock to Mr. Clint Beckwith, our Vice President of Public Relations and a
director of the Company, as compensation for services to the Company for the
period April 2000 through December 2003.  We estimate the value of the
restricted common stock issued to be approximately $360,000.

       We do not have employment agreements with any of our executive officers,
although we have agreed to enter into an employment agreement with Mr. Soloman
Lam when and if we receive funding for our Sumter project and begin operations.
At present, Mr. Soloman Lam devotes his full time to our business and the rest
of our executive officers provide services to us on a part-time basis without
compensation.  Each of Messrs. Stevenson, Priest, Giacalone and Beckwith devote
approximately 10% of their time to our business.  We anticipate that our
executive officers (other than Mr. Lam) will continue to work part-time until
after we acquire the proposed property.  Once we acquire the proposed property,
Mr. Priest will gradually increase the time they devote to us over the
development period.  Once we commence accepting deposits, Mr. Stevenson and Mr.
Beckwith will begin dedicating more time to us.  We expect that we will begin
paying our executives salaries, which have not yet been determined, once we
begin producing revenue, and that our executives will devote their full time to
us within eighteen to twenty-four months after we purchase the property.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

       The following table sets forth certain information as March 31, 2003
with respect to the beneficial ownership of our common stock by all persons
known by us to be beneficial owners of more than 5% of any such outstanding
classes, by each director and executive officer, and by all officers and
directors as a group.  Unless otherwise specified, each named beneficial owner
has, sole voting and investment power.

NAME AND ADDRESS (1)             NUMBER OF SHARES
OF BENEFICIAL OWNER              BENEFICIALLY OWNED   PERCENT OF CLASS (%)
-----------------------------    ------------------   --------------------
Soloman Lam                         4,700,000(2)             50.6%

Vernon Priest                               0                 0

Redding Stevenson                           0                 0

Tina Giacalone                        100,000(3)              1.0%

Clinton Beckwith                    1,517,125(4)             16.3%

Samantha Lam                        4,700,000(2)             50.6%

Sara Lam                            4,700,000(2)             50.6%

CEDE & Co.
PO Box 222
Bowling Green Station
New York, NY 10274                  1,510,354                16.2%

Kenneth Myron
1520 Cliffdale Road
El Cajon, California  92020         4,247,524(5)             45.7%

All Officers and Directors
as a group (7 persons)              6,317,125                68.0%

---------------------------------
       (1) Unless otherwise indicated, the address for each principal
shareholder is 11863 Wimbledon Circle, Suite 418, Wellington, FL 33414.

       (2) Represents 3,525,000 shares of common stock owned directly by
Samantha Lam and 1,175,000 shares of common stock owned by Sara Lam.  Soloman
Lam disclaims beneficial ownership of the shares of common stock owned by his
wife, Sara Lam, and his daughter, Samantha Lam.  Sara Lam disclaims beneficial
ownership of the 3,525,000 shares of common stock owned by her daughter,
Samantha Lam.  Samantha Lam disclaims beneficial ownership of the 1,175,000
shares of common stock owned by her mother, Sara Lam.

       (3) Represents 35,000 shares owned directly by Ms. Giacalone and 65,000
shares owned by Ms. Giacalone's spouse.

       (4) Represents 1,462,125 shares owned directly by Mr. Beckwith, 50,000
shares owned jointly with Mr. Beckwith's spouse, and 5,000 shares owned
directly by Mr. Beckwith's spouse.

       (5) Includes 3,700,000 shares of common stock, which Mr. Myron has the
right to purchase upon conversion of a convertible debenture.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

       In September 1999, we entered in a consulting agreement with FS Capital
Markets Group, Inc. to perform consulting services and take certain actions to
insure an orderly business combination in our stock-for-stock merger with First
Philadelphia Capital Corp.  We paid FS Capital Markets Group, Inc. a fee of
$101,700 and issued it 300,000 shares of our common stock, computed after
completion of the transaction.  FS Capital Markets, Inc. does not have any
right to appoint a director to our Board of Directors and none of its
principals are affiliated with us.  FS Capital Markets Group is no longer a
stockholder of Newport.

       During Newport's development stage, Soloman Lam, our President and Chief
Executive Officer, loaned us $33,460 for working capital.  This loan is
unsecured, non-interest bearing and due on demand. This loan was repaid in
2001.  Also, in 2002, he loaned us $132,221 for working capital.  This loan is
unsecured, non-interest bearing and due on demand.

       In January 2002, Mr. Kenneth Myron, a stockholder of ours, converted a
$312,000 loan he had made to us in 2001 into a convertible debenture with a
principal amount of $370,000.  This amount included $10,000 in accrued interest
and $48,000 that Mr. Myron advanced to us in 2002.  The debenture bears
interest at 12% per annum and is convertible into our common stock at $.10 per
share, for a total of 3,700,000 shares of our common stock.

       Soloman Lam, our President and Chief Executive Officer, had entered into
two exclusive land sales contracts to purchase approximately 2,300 acres of
land in Sumter County.  If we decide to purchase the property, Mr. Lam will
assign the land sales contracts to us.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits:

Exhibit No. Description of Exhibit
----------- ----------------------
    3.1     Certificate of Incorporation (1)
    3.2     By-Laws (1)

    3.3     Certificate of Incorporation, as amended (2)

    4.1     Form of Common Stock Certificate (3)

   10.1     Land Sales Contract between Bigham Farms Inc. and Solomon Lam (3)

   10.2     Land Sales Contract between Bigham Hide Inc. and Solomon Lam (3)

   10.3     Addendum to Land Sales Contract dated August 22, 2001
            between Bigham Farms Inc. and Soloman Lam (3)

   10.4     Addendum to Land Sales Contract dated August 22, 2001
            between Bigham Hide Inc. and Soloman Lam (3)

   10.5     Second Amendment to Land Sales Contract dated October 18, 2001
            between Bigham Farms, Inc. and Soloman Lam (4)

   10.6     Second Amendment to Land Sales Contract dated October 18, 2001
            between Bigham Hide, Inc., and Soloman Lam (4)

   10.7     Convertible Debenture dated January 18, 2002 in the principal
            amount of $370,000 issued to Ken Myron (5)

   10.8     Contract for Sale and Purchase dated February 7, 2002
            between Bigham Hide Company, Inc., and Soloman Lam and/or
            Assigns (5)

   10.9     Addendum to Contract for Sale and Purchase dated
            February 12, 2002 between Bigham Hide Company, Inc., and
            Soloman Lam and/or Assigns (5)

   10.10    Vacant Land Contract dated December 28, 2001
            between Stephen Gruberg and Soloman Lam (Lot 302)(5)

   10.11    Vacant Land Contract dated December 28, 2001
            between Jacob Gruberg and Soloman Lam (Lot 303)(5)

   10.12    Vacant Land Contract dated December 26, 2001
            between Barry Gruberg and Soloman Lam (Lot 304) (5)

   10.13    Vacant Land Contract dated December 26, 2001
            between Mildred Gruberg and Soloman Lam (Lot 305) (5)

   10.14    Contract for Sale and Purchase dated December 24, 2001
            between Universal Asset Recovery, Inc. and
            Soloman Lam with Vacant Land Addendum (5)

   10.15    Vacant Land Contract dated December 27, 2001
            between George Odian and Soloman Lam (Lot 310) (5)

   10.16    Vacant Land Contract dated December 26, 2001
            between Robert Isaly and Soloman Lam (Lot 311) (5)

   10.17    Vacant Land Contract dated December 26, 2001
            between Bruce McClean and Soloman Lam (Lot 312) (5)

   10.18    Vacant Land Contract dated December 29, 2001
            between Dr. Bruce Vogel and Stephen Fox and Soloman Lam
            (Lot 314)(5)

   10.19    Third Addendum to Purchase and Sale Agreement dated February 12,
            2002 between Bigham Hide Company, Inc and Soloman Lam and/or
            Assigns (6)

   10.20    Fourth Addendum to Purchase and Sale Agreement dated February 12,
            2002 between Bigham Hide Company, Inc and Soloman Lam and/or
            Assigns (6)

   10.21    Addendum to Contract for Sale and Purchase dated August 22, 2001
            between Bigham Hide Company, Inc and Soloman Lam and/or
            Assigns (6)

   10.22    Addendum to Contract for Sale and Purchase dated August 22, 2001
            between Bigham Hide Company, Inc and Soloman Lam and/or
            Assigns (6)

   99.1     Certification Pursuant To 18 U.S.C. Section 1350 As Adopted
            Pursuant To Section 906 Of The Sabanes-Oxley Act Of 2002 (6)

   99.2     Certification Pursuant To 18 U.S.C. Section 1350 As Adopted
            Pursuant To Section 302 Of The Sabanes-Oxley Act Of 2002 (6)

----------------------------------
      (1) Filed  as an exhibit of the same number to  the  Registrant's
          (formerly  known as First Philadelphia Capital Corp.) Form 10-
          SB dated May 10, 2000.

      (2) Filed as exhibit  3.1  to  the Registrant's current report on
          Form 8-K dated February 5, 2001.

      (3) Filed as an exhibit of the same  number  to  the Registrant's
          Form SB-2 dated August 31, 2001.

      (4) Filed as an exhibit of the same number to Amendment  No. 1 to
          the Registrant's Form SB-2 dated December 5, 2001.

      (5) Filed  as  an  exhibit of the same number to the Registrant's
          Form 10-KSB dated March 31, 2002.

      (6) Filed herewith.


     (b) Reports on Form 8-K:

       No reports on Form 8-K were filed during the fourth quarter of 2002.


                                  SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act, the Registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized as of the 21st day of April, 2003.



                                    NEWPORT INTERNATIONAL GROUP, INC.



                                    By: /s/ Soloman Lam
                                       --------------------------------
                                       Soloman Lam, President and Chief
                                       Executive Officer


      In accordance with the  requirements  of  the Securities Exchange
Act,  this  report  has been signed below by the following  persons  on
behalf of the Registrant  and  in  the  capacities  and  on  the  dates
indicated.

        SIGNATURE                        TITLE                     DATE
        ---------                        -----                     ----
/s/ Soloman Lam                   President and Director          5/21/03
---------------------------  (Principal Executive, Financial
Soloman Lam                       and Accounting Officer)


/s/ Samantha Lam                         Director                 5/21/03
---------------------------
Samantha Lam


/s/ Sara Lam                             Director                 5/21/03
---------------------------
Sara Lam


/s/ Vernon Priest             Vice President of Development       5/21/03
---------------------------   and Engineering and a Director
Vernon Priest


/s/ Tina Giacalone               Secretary and a Director         5/21/03
---------------------------
Tina Giacalone


/s/ Clinton Beckwith                 Vice President of            5/21/03
---------------------------   Public Relations and a Director
Clinton Beckwith






                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)



                         INDEX TO FINANCIAL STATEMENTS


                                                              PAGE

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS            F-1


FINANCIAL STATEMENTS

   Balance Sheet                                              F-2

   Statements of Operations and Comprehensive Loss            F-3

   Statement of Stockholders' Deficiency                      F-4

   Statements of Cash Flows                                   F-5

   Notes to Financial Statements                              F-6 - F-18





              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Newport International Group, Inc
Wellington, Florida


We  have audited the accompanying balance sheet of Newport International Group,
Inc (a  development  stage  company)  as  of December 31, 2002, and the related
statements of operations and comprehensive  loss,  stockholders' deficiency and
cash flows for the years ended December 31, 2002 and  2001  and cumulative from
inception (December 27, 1999) to December 31, 2002.  These financial statements
are the responsibility of the management of the Company.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  auditing standards  generally
accepted  in  the  United States.  Those standards require  that  we  plan  and
perform the audit to  obtain  reasonable  assurance about whether the financial
statements are free of material misstatement.   An audit includes examining, on
a test basis, evidence supporting the amounts and  disclosures in the financial
statements.   An audit also includes assessing the accounting  principles  used
and significant estimates made by management, as well as evaluating the overall
financial statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above present fairly, in
all material  respects,  the financial position of Newport International Group,
Inc as of December 31, 2002,  and  the  results  of its operations and its cash
flows  for  the  years  ended December 31, 2002 and 2001  and  cumulative  from
inception  (December  27,  1999)  to  December  31,  2002  in  conformity  with
accounting principles generally accepted in the United States.

The accompanying financial statements  have  been  prepared  assuming  that the
Company  will  continue  as  a  going  concern.   As discussed in Note 2 to the
financial statements, the Company is in the development stage, has generated no
operating revenues and, accordingly, has suffered and  continues  to suffer net
losses.  These factors, among others, raise substantial doubt about its ability
to  continue  as  a  going  concern.   Management's plans with regard to  these
matters are also described in Note 2.  The  financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                           RACHLIN COHEN & HOLTZ LLP


West Palm Beach, Florida
April 22, 2003, except for Note 5 as to which
       the date is May 13, 2003



                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)

                                BALANCE SHEET



               ASSETS

                                                                      December 31,
                                                                          2002
                                                                       ----------
Cash and Cash Equivalents                                              $        -

Investment Securities                                                     209,668

Land Deposits and Deferred Development Costs                               53,500

Property and Equipment                                                      1,636

Deferred Tax Asset                                                              -
                                                                       ----------
                                                                       $  264,804
                                                                       ==========


 LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Liabilities:
 Line of credit                                                            49,184

 Bank overdraft                                                            24,971

 Accounts payable                                                          52,248

 Accrued officers' salaries                                               361,030

 Loans from officer                                                       132,221

 Accrued interest, related parties                                         53,939

 Convertible debenture payable, stockholder                               370,000

 Loan payable, stockholder                                                 10,000
                                                                       ----------
Total Liabilities                                                       1,053,593
                                                                       ----------

Commitments                                                                     -

Stockholders' Deficiency:
 Preferred stock - $.0001 par value,
  5,000,000 shares authorized, no shares
  issued and outstanding                                                        -
 Common stock - $.0001 par value,
  20,000,000 shares authorized,
  7,481,982 shares issued and outstanding                                     748
 Additional paid-in capital                                             1,313,951
 Deficit accumulated during development stage                          (2,039,026)
 Accumulated other comprehensive loss                                     (64,462)
                                                                       ----------
Total Stockholders' Deficiency                                           (788,789)
                                                                       ----------
                                                                       $  264,804
                                                                       ==========



                      See notes to financial statements.




                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)

                STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


                                                                        Cumulative
                                           Year Ended    December 31,     From
                                              2002           2001       Inception
                                           -----------   ------------  ------------
Revenues:
  Investment income                        $     3,169   $      3,968  $      7,137
                                           -----------   ------------  ------------
Costs and Expenses:
  Professional fees                            490,195         86,556       569,886
  Consulting fees                              440,900         27,748       563,648
  General and administrative                   447,599         24,620       493,743
  Interest, stockholder                        386,939         10,000       396,939
  Rent, related parties                         12,690         15,947        21,947
                                           -----------   ------------  ------------
                                             1,778,323        164,871     2,046,163
                                           -----------   ------------  ------------
Net Loss                                   $(1,775,154)  $   (160,903) $ (2,039,026)
                                                                       ============

Other Comprehensive Loss                       (60,374)        (4,088)
                                           -----------   ------------

Comprehensive Loss                         $(1,835,528)  $   (164,991)
                                           ===========   ============

Net Loss Per Common Share                  $     (0.26)  $      (0.03)
                                           ===========   ============

Weighted Average Common Shares Outstanding   6,928,795      5,403,702
                                           ===========   ============



                      See notes to financial statements.






                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)

                     STATEMENT OF STOCKHOLDERS' DEFICIENCY

              INCEPTION (DECEMBER 27, 1999) TO DECEMBER 31, 2002
                                                                                                                       Deficit
                                                                                                                     Accumulated    Accumulated
                                                                                          Stock        Additional      During          Other
                                                                 Common Stock          Subscription     Paid In      Development    Comprehensive
                                                             Shares         Amount      Receivable      Capital         Stage          Loss             Total
                                                           -----------    ----------   ------------    ----------    -----------    -------------    ------------
Inception (December 27, 1999) to December 31, 1999:

    Issuance of common stock ($.0001 per share)              5,000,000           500              -             -              -                -             500

    Net loss                                                         -             -              -             -              -                -               -
                                                           -----------    ----------   ------------    ----------    -----------    -------------    ------------
Balance, December 31, 1999                                   5,000,000           500              -             -              -                -             500

Year Ended December 31, 2000:

    Expenses paid on behalf of company by stockholder                -             -              -           829              -                -             829

    Net loss                                                         -             -              -             -       (102,969)               -        (102,969)
                                                           -----------    ----------   ------------    ----------    -----------    -------------    ------------
Balance, December  31, 2000                                  5,000,000    $      500   $          -    $  108,788    $  (102,969)   $           -    $      6,360

Year Ended December 31, 2001:

    Issuance of common stock ($0.125-$0.50 per share)          410,000            41              -       107,959              -                -         108,000

    Proceeds from issuance of common stock
      ($0.10 -$1.00 per share)                                 932,604            93              -       156,444              -                -         156,537

    Common stock issued for services ($0.25 -$1.00
      per share                                                  2,100             1              -         1,225              -                -           1,226

    Common stock subscribed ($0.25-$1.00 per share)            231,100            23        (58,600)       58,577              -                -               -

    Unrealized losses on investment securities                       -             -              -             -              -           (4,088)         (4,088)

    Net loss                                                         -             -              -             -       (160,903)               -        (160,903)
                                                           -----------    ----------   ------------    ----------    -----------    -------------    ------------
Balance, December 31, 2001                                   6,575,804           658        (58,600)      325,034       (263,872)          (4,088)           (868)

Year Ended December 31, 2002:

    Common stock issued for services ($0.19-$1.31
      per share                                                907,178            90              -       690,517              -                -         690,607

    Stock subscription cancelled                                (1,000)            -          1,000        (1,000)             -                -               -

    Stock subscription adjustments                                   -             -         33,600       (33,600)             -                -               -

    Payment of stock subscriptions                                   -             -         24,000             -              -                -          24,000

    Beneficial conversion on discount loan payable,
      stockholder                                                    -             -              -       333,000              -                -         333,000

    Unrealized losses on investment securities                       -             -              -             -              -          (60,374)        (36,374)

    Net loss                                                         -             -              -             -     (1,775,154)               -      (1,799,154)
                                                           -----------    ----------   ------------    ----------    -----------    -------------    ------------
Balance, December 31, 2002                                   7,481,982    $      748   $          -    $1,313,951    $(2,039,026)   $     (64,462)   $   (788,789)
                                                           ===========    ==========   ============    ==========    ===========    =============    ============



                      See notes to financial statements.





                       NEWPORT INTERNATIONAL GROUP, INC.
                         (A Development Stage Company)

                           STATEMENTS OF CASH FLOWS

                                                                                           Cumulative
                                                           Year Ended December 31,            from
                                                           2002               2001          Inception
                                                       ------------       ------------     ------------
Cash Flows From Operating Activities:
   Net loss                                            $(1,775,154)       $  (160,903)     $(2,039,026)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
  Depreciation                                                 867                476            1,343
  Expenses paid by issuance of common stock                690,607              1,226          691,833
  Expenses paid on behalf of Company by stockholder              -                  -              829
  Beneficial conversion on loan payable, stockholder       333,000                  -          333,000
  Officer advances recorded as compensation                 25,830                  -           25,830
  Change in operating assets and liabilities:
    Decrease (increase) in prepaid financing costs           9,868             (9,868)               -
    Increase in land deposits and deferred development
     cost                                                  (44,999)            (5,001)         (53,500)
    Increase in accounts payable                            49,832              2,417           52,249
    Increase in accrued officers' salaries                 361,030                  -          361,030
    Increase in accrued liabilities, related parties        53,939                  -           53,939
                                                       ------------       ------------     ------------
      Net cash used in operating activities               (295,180)          (171,653)        (572,473)
                                                       ------------       ------------     ------------

Cash Flows From Investing Activities:
  Purchases of property and equipment                         (687)            (2,292)          (2,979)
  Purchases of investment securities                        (3,169)          (270,962)        (274,131)
  Cash advanced to officer                                       -            (25,830)         (25,830)
                                                       ------------       ------------     ------------
      Net cash used in investing activities                 (3,856)          (299,084)        (302,940)
                                                       ------------       ------------     ------------

Cash Flows From Financing Activities:
  Proceeds from line of credit                              49,184                  -           49,184
  Increase in bank overdraft                                24,971                  -           24,971
  Proceeds of loans from officer                           132,221                  -          165,681
  Repayment of  loans from officer                               -            (33,460)         (33,460)
  Proceeds from loans from stockholder                      68,000            312,000          380,000
  Proceeds from issuance of common stock                         -            156,537          157,037
  Proceeds from common stock subscribed                     24,000                  -          132,000
                                                       ------------       ------------     ------------
      Net cash provided by financing activities            298,376            435,077          875,413
                                                       ------------       ------------     ------------

Net Increase (Decrease) in Cash and Cash Equivalents          (660)           (35,660)               -

Cash and Cash Equivalents, Beginning                           660             36,320                -
                                                       ------------       ------------     ------------

Cash and Cash Equivalents, Ending                      $         -        $       660      $         -
                                                       ============       ============     ============

Supplemental Disclosures of Cash Flow Information:
  Interest paid                                        $    27,110        $    10,000
                                                       ============       ============

Supplemental Disclosures of Non-Cash Investing
  and Financing Activities:
    Unrealized loss on investment securities
      available for sale, net of income taxes of
      $24,000 and $2,400 respectively                  $    36,374        $     4,088
                                                       ============       ============



                      See notes to financial statements.





                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BUSINESS AND BASIS OF PRESENTATION- DEVELOPMENT STAGE COMPANY

         Newport  International  Group,  Inc. was  originally  incorporated  in
         Delaware on December 27, 1999, to  serve  as  a  vehicle  to  effect a
         merger,  exchange of common stock, asset acquisition or other business
         combination  with domestic or foreign private business. The Company is
         a  real  estate   holding   and   development  company  that  develops
         commercial,   industrial,   and  residential   properties   from   raw
         undeveloped land which commenced  financial activities in 2000.  Since
         that time, the Company has been principally  engaged in organizational
         activities,   business   plan   development   and   raising   capital.
         Accordingly, the Company is considered to be in the development stage,
         and  the  accompanying  financial  statements  represent  those  of  a
         development stage company.

      NAME CHANGES

         The  Company  was  originally organized as First Philadelphia  Capital
         Corp.  As a result of  the  business  combination on October 30, 2000,
         the  Company changed its name to Conservation  Anglers  Manufacturing,
         Inc.   In  January  2001,  the  Company  again amended the Articles of
         Incorporation  and  changed its name to Newport  International  Group,
         Inc.

      CASH AND CASH EQUIVALENTS

         For the purposes of reporting  the  statement  of cash flows, cash and
         cash equivalents include highly liquid instruments  with maturities of
         three months or less at the time of purchase.

      CONCENTRATIONS OF CREDIT RISKS

         Financial   instruments  that  potentially  subject  the  Company   to
         concentrations  of  credit  risk  consist  primarily  of cash and cash
         equivalents.   The  Company  maintains  deposit balances at  financial
         institutions  that, from time to time, may  exceed  federally  insured
         limits.  At December  31,  2002,  the Company did not have deposits in
         excess of federally insured limits.   The  Company  maintains its cash
         with  high quality financial institutions, which the Company  believes
         limits these risks.

      INVESTMENT SECURITIES

         Management  determines  the  appropriate  classification of investment
         securities   at  the  time  they  are  acquired  and   evaluates   the
         appropriateness  of  such  classifications at each balance sheet date.
         Investment securities consist  primarily  of  mutual funds at December
         31,  2002,  and are classified as available-for-sale.   Available-for-
         sale securities are stated at fair value with unrealized holding gains
         and losses reported, net of deferred taxes, as a separate component of
         stockholders'  equity.  Realized gains and losses are calculated using
         the average cost  method.  The investment securities are collateral on
         the line of credit (see Note 5).




                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      DEFERRED DEVELOPMENT COSTS

         Costs incurred in connection with acquiring and developing real estate
         have been deferred and capitalized.

      FAIR VALUE OF FINANCIAL INSTRUMENTS

         Cash  and  cash equivalents and  investment  securities,  as  well  as
         accounts  payable,  accrued  expenses,  as  reflected in the financial
         statements, approximate fair value because of  the short-term maturity
         of these instruments.

         Fair value estimates are made at a specific point  in  time,  based on
         relevant  market  information  and  information  about  the  financial
         instrument.   These  estimates  are  subjective  in nature and involve
         uncertainties and matters of significant judgment and therefore cannot
         be   determined   with   precision.   Changes  in  assumptions   could
         significantly affect the estimates.

      INCOME TAXES

         The  Company  accounts  for its  income  taxes  using  SFAS  No.  109,
         "Accounting  for Income Taxes",  which  requires  the  recognition  of
         deferred  tax  liabilities   and   assets   for  expected  future  tax
         consequences  of  events  that  have been included  in  the  financial
         statements  or  tax  returns.   Under   this   method,   deferred  tax
         liabilities and assets are determined based on the difference  between
         the financial statement and tax basis of assets and liabilities  using
         enacted tax rates in effect for the year in which the differences  are
         expected to reverse.

      PREFERRED STOCK

         The  Board  of  Directors  is responsible for establishing the rights,
         preferences, limitations and restrictions of preferred stock.

      NET LOSS PER COMMON SHARE

         The  net  loss per common share  in  the  accompanying  statements  of
         operations has been computed based upon the provisions of Statement of
         Financial Accounting Standards No. 128, Earnings per share.

         The basic and  diluted  net  loss per common share in the accompanying
         statement of operations is based  upon  the  net  loss  divided by the
         weighted  average  number  of  shares outstanding during each  period.
         Diluted per share data is the same  as  basic per share data since the
         inclusion  of all potentially dilutive common  shares  that  would  be
         issuable would be antidilutive.




                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      USE OF ESTIMATES

         The accompanying financial statements have been prepared in conformity
         with accounting  principles  generally  accepted in the United States.
         In preparing the financial statements, management  is required to make
         estimates  and assumptions that affect the reported amount  of  assets
         and liabilities as of the date of the balance sheet and operations for
         the period.   Although  these  estimates  are  based  on  management's
         knowledge  of  current  events  and  actions  it may undertake in  the
         future, they may ultimately differ from actual results.

      PROPERTY AND EQUIPMENT

         Property  and  equipment are recorded at cost and  depreciated,  using
         accelerated methods,  over  the  estimated useful lives of the assets.
         Gain  or  loss  on  disposition  of assets  is  recognized  currently.
         Repairs and maintenance are charged  to  expense  as  incurred.  Major
         replacements and betterments are capitalized and depreciated  over the
         remaining useful lives of the assets.

      RECENTLY ISSUED ACCOUNTING STANDARD

         On December 31, 2002, the Financial Accounting Standards Board  issued
         Statement  of  Financial  Accounting  Standard No. 148, Accounting for
         Stock-Based Compensation Transition and  Disclosure ("Statement 148").
         Statement  148  amends  Financial  Accounting   Standards   No.   123,
         Accounting  for Stock-Based Compensation ("Statement 123"), to provide
         alternative methods of transition to Statement 123's fair value method
         of accounting  for  stock-based  employee compensation.  Statement 148
         also amends the disclosure provisions  Statement  123  and  Accounting
         Principals  Board  Opinion  No.  28, Interim Financial  Reporting,  to
         require disclosures in the summary  of significant accounting policies
         of the effects of an Entity's accounting policy with respect to stock-
         based employee compensation on reported  net  income  and earnings per
         share in annual and interim financial statements.  Statement  148 does
         not  amend  Statement 123 to require companies to account for employee
         stock options using the fair value method

         In  July  2002,   the  Financial  Accounting  Standards  Board  issued
         Statement of Financial  Accounting  Standards  No. 146, Accounting for
         Costs Associated with Exit or Disposal Activities  ("Statement  146").
         Statement  146  addresses  the  accounting  and  reporting  for  costs
         associated  with  exit  or  disposal activities and nullifies Emerging
         Issues Task Force ("EITF") Issue  No. 94-3, "Liability Recognition for
         Certain Employee Terminations Benefits  and  Other  Costs  to  Exit an
         Activity."   It  also  substantially  nullifies  EITF Issue No. 88-10,
         "Costs Associated with Lease Modification or Termination."   Statement
         146  is  effective  for  exit  or  disposal activities initiated after
         December 31, 2002. Adoption of Statement  146  had  no  impact  on the
         financial position of the Company or its results of operations.




                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      RECENTLY ISSUED ACCOUNTING STANDARDS (Continued)

         In  April  2002,  the  Financial  Accounting  Standards  Board  issued
         Statement  of  Financial  Accounting  Standards No. 145, Rescission of
         FASB Statements No. 4, 44, and 64 Amendment  of FASB Statement No. 13,
         and  Technical Corrections ("Statement 145"). Statement  145  rescinds
         FASB Statement  No. 4, Reporting Gains and Losses from  Extinguishment
         of Debt, and an amendment  of  that  Statement, and FASB Statement No.
         64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.
         The  Company  has  elected  to early adopt  this  statement  effective
         January  1,  2002.  Management  does  not  believe  adoption  of  this
         statement materially  impacted  the  Company's  financial  position or
         results of operations.

         On January 1, 2002, the Company adopted Financial Accounting Standards
         No.  144,  Accounting  for  the  Impairment  of Disposal of Long-Lived
         Assets   ("Statement   144").   Statement  144  supersedes   Financial
         accounting Standards No.  121,  Accounting  for Long -Lived Assets and
         for  Long-Lived Assets to be Disposed of, and   the    accounting  and
         reporting     Disposal of a Segment of a Business,  and Extraordinary,
         Unusual  and  Infrequently  Occurring Events and Transactions, for the
         disposal of a segment of a business.  SFAS 144 retains the requirement
         in Opinion No.  30  to  report  separately discontinued operations and
         extends that reporting to a Component  of  an  entity  that either has
         been  disposed  of  or  is  classified  as  held for sale Adoption  of
         Statement 144 had no impact on the financial  position  of the Company
         or its results of operations

         On  June 2001, the Financial Accounting Standards Board (FASB)  issued
         Statement   of   Financial   Accounting   Standards  (SFAS)  No.  143,
         "Accounting  for  Asset Retirement Obligations".   SFAS  143  requires
         entities to record  the  fair  value  of  a  liability  for  an  asset
         retirement  obligation  in  the  period  in which it is incurred.  The
         statement  requires  that  the  amount  recorded  as  a  liability  be
         capitalized by increasing the carrying amount  of  the  related  long-
         lived  asset.   Subsequent  to  initial  measurement, the liability is
         accreted to the ultimate amount anticipated  to  be  paid, and is also
         adjusted  for  revisions  to  the  timing or amount of estimated  cash
         flows.  The capitalized cost is depreciated  over  the  useful life of
         the related asset.  Upon settlement of the liability, an entity either
         settles  the obligation for its recorded amount or incurs  a  gain  or
         loss upon  settlement.   SFAS  143  was  effective  for  the Company's
         financial statements beginning July 1, 2002, with earlier  application
         encouraged.  SFAS 143 was adopted by the Company effective January  1,
         2002.   The  Company  believes that the adoption of this statement did
         not  have  a significant  impact  on  the  results  of  operations  or
         financial position of the Company.




                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      RECENTLY ISSUED ACCOUNTING STANDARDS (Continued)

         In July, 2001,  the  FASB issued SFAS No. 141 "Business Combinations",
         and SFAS No. 142 "Goodwill  and Other Intangible Assets" which replace
         Accounting Principles Board Opinion  Nos.  16, "Business Combinations"
         and 17, "Intangible Assets", respectively.  SFAS No. 141 requires that
         the   purchase  method  of  accounting  be  used  for   all   business
         combinations  initiated  after  June 30, 2001, and that the use of the
         pooling-of-interests method be prohibited.   SFAS  No. 142 changes the
         accounting for goodwill from an amortization method  to  an impairment
         only method.  Amortization of goodwill, including goodwill recorded in
         past business combinations, will cease upon adoption of SFAS  No. 142,
         which  the Company was required to adopt on July 1, 2002.  After  June
         30, 2002, goodwill can only be written down upon impairment discovered
         during annual  tests  for fair value, or discovered during tests taken
         when certain triggering events occur.


NOTE 2.SIGNIFICANT RISKS AND UNCERTAINTIES

      GOING CONCERN CONSIDERATIONS

         The accompanying financial statements have been prepared in conformity
         with accounting principles  generally  accepted  in  the United States
         which  assume  that  the  Company  will  continue as a going  concern,
         including the realization of assets and liquidation  of liabilities in
         the  ordinary  course  of  business.   However,  for  the years  ended
         December  31,  2002  and  2001,  the  Company  generated  no operating
         revenues  and,  accordingly,  suffered  net  losses  of  approximately
         $1,799,000  and  $161,000,  respectively, and reflects a stockholders'
         deficiency of approximately $789,000  as  of December 31, 2002.  These
         conditions  raise  substantial doubt about the  Company's  ability  to
         continue as a going concern.

         Management's  plans  to  continue  operations  and  become  profitable
         encompass the following:

            -  The Company's  President  and  Chief  Executive Officer has
               entered  into an exclusive contract with an option  to  purchase
               approximately  2,300  acres in Sumter County Florida for a total
               of $15,000,000, which he  intends to assign to the Company.  The
               Company plans to sell and lease  lots  for development, and then
               manage a large commercial, industrial and  residential mixed-use
               development.

            -  The  Company  plans  to  seek  equity and debt  capital  to
               finance the land purchase, fund the study  and  approval process
               and fund its operations (see Note 8).




                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 2.SIGNIFICANT RISKS AND UNCERTAINTIES (Continued)

      GOING CONCERN CONSIDERATIONS (Continued)

         In  view  of  these  matters, continuation of the Company as  a  going
         concern is dependent upon  the  success  of  management  to  meet  its
         capital  and  financing  requirements  and  effectively negotiate land
         acquisitions  and  real  estate  development  activities.   Management
         believes   that  the  actions  presently  being  taken   provide   the
         opportunity  for the Company to continue as a going concern.  However,
         there can be no  assurance  that  management will be successful in the
         implementation  of its plans or that  future  operations  will  become
         profitable. The accompanying  financial  statements do not include any
         adjustments that might result from the outcome of this uncertainty.


NOTE 3.INVESTMENT SECURITIES

      Investment securities classified as available-for-sale are as follows:

         Equity mutual funds, at cost         $ 274,130
         Unrealized loss on securities          (64,462)
                                              ---------
         Equity mutual funds, at fair value   $ 209,668
                                              =========

NOTE 4.CONVERTIBLE DEBENTURE AND LOAN PAYABLE, STOCKHOLDER

      In 2001, the Company received $312,000 in loans  from  a stockholder.  In
      2002,  the  Company  executed  a  convertible  debenture agreement  dated
      January 18, 2002 for $370,000 with this stockholder,  all  of  which  had
      been  funded  at  December  31,  2002.  The debenture, which provides for
      interest at 12% commencing February  2002,  is  convertible  into  common
      stock  of  the  Company  at   $0.10 per share and is due on demand. As of
      December 31, 2002, the Company accrued interest of approximately $54,000.
      The stockholder owned approximately  708,000  shares  of  common stock at
      December 31, 2002.

      The  total  estimated  fair  value  of the beneficial conversion  feature
      approximated 90% of the face amount of  the  debenture.   As a result, in
      January 2002, the Company recorded a discount in the amount  of  $307,800
      (90%  of  $342,000  received)  and  amortized  this  discount as interest
      expense (additional costs of financing) at the date of  issuance, as this
      is the date the debenture first becomes convertible.  In  July 2002, when
      the  remaining $28,000 was received, the Company recorded a  discount  in
      the amount of $25,200 and amortized this discount as interest expense.

      In December  2002, the stockholder advanced an additional $10,000 loan to
      the Company that  is  separate  from  the  above  debenture.  The loan is
      unsecured, provides for interest at 15% commencing  December 2002, and is
      due with accrued interest on June 2, 2003.




                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 5.INVESTMENT REFUNDS PAYABLE

      Included  in  accounts  payable  is  $1,000 due as a refund  of  a  stock
      subscription cancelled in October 2001  from  an non-accredited investor,
      and  $100  due  as a refund of an overpayment for  a  stock  subscription
      received in August 2002.  Both the aforementioned were paid in May 2003.


NOTE 6.LINE OF CREDIT

      On January 18, 2002, the Company established a line of credit for $50,000
      with First Union  National  Bank. The interest rate of the credit line is
      at prime plus 1.5% (6.25% at  December 31, 2002) and is adjusted monthly.
      The line is guaranteed by certain  officers  and directors of the Company
      and  is  secured by certain investment securities  held  at  First  Union
      having a value  of  approximately  $209,668  at  December  31, 2002.  The
      outstanding balance was $49,184 as of December 31, 2002.


NOTE 7.RELATED PARTY TRANSACTIONS

      OFFICERS' COMPENSATION

         In  2001,  the  Chief  Executive  Officer  of the Company was given  a
         $25,830  advance  against  a  salary  to  begin being  paid  in  2002.
         Accordingly, compensation of approximately  $28,000  was  recorded for
         the  year  2002.  Additionally, approximately $97,000 was accrued  and
         recorded as officer salary, for a total of $125,000 for the year 2002.

         In February  2003,  the  Vice  President of Public Relations was given
         1,800,000  shares  of  the  Company's   restricted   common  stock  as
         compensation  for  services to the Company for the period  April  2000
         through December 2003.  We estimate the fair value of the common stock
         issued  to  be  approximately  $360,000.   Accordingly,  $264,000  was
         accrued and recorded  as  officer  salary in 2002 for the period April
         2000 through December 2002.

      LOANS FROM OFFICER

         The Company made advances to and received  advances from the its Chief
         Executive Officer.  These advances are generally  due  on  demand  and
         bear  no  interest  and primarily relate to operating expenses such as
         utilities, telephone, professional fees and internet services incurred
         on behalf of the Company and reimbursed to the CEO.

         The amount of operating expenses incurred on behalf of the Company was
         approximately $48,000  and  $14,000  for  the years ended December 31,
         2002 and 2001, respectively. The outstanding balance of the loans from
         officer  at  December  31, 2002 was approximately  $132,000.   Through
         March 31, 2003, the Company repaid approximately $70,000.




                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 7.RELATED PARTY TRANSACTIONS (Continued)

      STOCKHOLDER TRANSACTIONS

         The Company entered into  an agreement dated September 16, 2002 with a
         stockholder for certain referral  and financial services.  The Company
         issued 90,000 shares of its common  stock  on  September  18, 2002 for
         these services.  The market value of the common stock issued September
         18, 2002 was $0.24 a share, or a total of $21,600, which was  recorded
         as  consulting  fees.   The  stock  was  issued pursuant to a Form S-8
         registration filed August 16, 2002 with the SEC, and explained in NOTE
         9 below.

         The Company issued 160,000 shares of its common  stock on September 4,
         2002 to a stockholder for referral services.  The  market value of the
         common stock issued on September 4, 2002 was $0.75 a share, or a total
         of $120,000, which was recorded as professional fees.   The  stock was
         issued pursuant to a Form S-8 registration filed August 16, 2002  with
         the SEC, and explained in NOTE 9 below.

         The  Company  issued 5,300 shares of its common stock to a stockholder
         on  August  16, 2002  for  development,  and  building  the  Company's
         website.  The  market  value  of the common stock issued on August 16,
         2002 was $1.05 a share, or a total of $5,565, which was recorded
         as  website  costs.  The stock was  issued  pursuant  to  a  Form  S-8
         registration filed  on  August 16, 2002 with the SEC, and explained in
         NOTE 9 below.

      OPERATING LEASES

         The Company entered into  a rental agreement with the President of the
         Company to rent space for their  operating  facilities.   The terms of
         the  agreement are month-to-month for $500 a month.  Additionally,  in
         2001,  the  Company leased an automobile on behalf of a director.  The
         terms of this  non-cancelable  operating  lease  call  for  36 monthly
         payments of approximately $550 each.

         Approximate   minimum   future  lease  payments  under  non-cancelable
         operating leases are as follows:

         Year ending December 31:

            2003                         $  7,000
            2004                            5,000
                                         --------
                                         $ 12,000
                                         ========

         For the years ended December  31,  2002  and  2001, rent expense under
         these leases was approximately $13,000 and $16,000 respectively.





                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 7.RELATED PARTY TRANSACTIONS (Continued)

      CONSULTING AGREEMENT

         On  August 17, 2000, the Company entered into a  consulting  agreement
         with  FS  Capital  Markets  Group,  Inc.,  a  stockholder,  to perform
         consulting  services  and  take  certain actions and undertake certain
         obligations to insure an orderly business  combination,  for  a fee of
         approximately $102,000.  Of this, approximately $7,000 is reported  as
         consulting  fees for the year ended December 31, 2001. During the year
         ended December  31,  2002,  FS Capital Markets Group, Inc. sold all of
         the 300,000 shares of common stock it owned.

      FEASIBILITY STUDY AGREEMENT

         On December 1, 2000, the Company  agreed  to pay $10,000 to a director
         to purchase the rights to a feasibility study  for  certain parcels of
         land  which  it  plans  to  develop in the future.  Payments  totaling
         $3,500  were  made  in December,  2000  and  capitalized  as  deferred
         development costs, for  one copy of the report.  The balance of $6,500
         is  due  and  payable  if the  Company  elects  to  proceed  with  the
         acquisition of any of the parcels.


NOTE 8.COMMITMENTS

      LAND CONTRACTS

         In November 2000, the President  and  Chief Executive Officer executed
         certain land contracts to purchase approximately  3,300  acres of land
         for a total of $11,389,600, which the Company intended to  develop  in
         the  future.   Such  contracts were due to close on September 1, 2001,
         but were extended to March  1,  2002  at  the  sellers'  request.  The
         President  and  Chief  Executive Officer personally deposited $180,000
         into escrow pending closing  and the Company would have reimbursed him
         when he assigned the contracts  to  the Company. On February 12, 2002,
         the  land  contracts  were  cancelled and  the  $180,000  deposit  was
         returned to the President and Chief Executive Officer. Simultaneously,
         on  February  12,  2002, the President  and  Chief  Executive  Officer
         executed a new land  contract to purchase approximately 2,300 acres of
         land for $15,000,000.  The Company deposited $10,000 in escrow pending
         closing on April 30, 2002.  The
         closing on this contract was subsequently extended until July 29, 2002
         and as consideration the  Company  released  the $10,000 to the seller
         that was in escrow.  Subsequently, the closing  was  again extended to
         September  30,  2002,  in  consideration  for a $25,000 non-refundable
         deposit.  The closing was again extended to December 30, 2002, then to
         March 31, 2003, and subsequently again extended to July 31, 2003, with
         no additional deposits required. The deposits  are  recorded  as  land
         deposits  and  deferred  development costs on the accompanying balance
         sheet.




                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 8.COMMITMENTS (Continued)

      LAND CONTRACTS (Continued)

         In December 2001, the President  and  Chief  Executive Officer entered
         into purchase contracts to acquire 45 acres (9 lots) of vacant land in
         Wellington, Florida for a total purchase price  of  $470,000. In April
         2002, the President closed on two of the nine lots and  in  May  2002,
         closed  on a third lot.  The remaining six lots will be purchased when
         and if financing becomes available.  The President and Chief Executive
         Officer will transfer the vacant land to the Company in exchange for a
         purchase price equal to his cost.

      MANAGEMENT AND FINANCIAL CONSULTING AGREEMENT

         The Company  entered  into an agreement with First Level Capital, Inc.
         on April 27, 2001, for  certain  financial  consulting  services.  The
         Company  agreed  to issue 20,000 shares of its common stock  to  First
         Level Capital, Inc. for this service.  The stock was issued August 23,
         2001, for $10,000,  the  value  of  the  services  to be rendered.  On
         February  15,  2002, the agreement was terminated and  the  stock  was
         returned to the  Company  and  canceled.   Accordingly,  no accounting
         recognition  has  been  given  to this transaction in the accompanying
         financial statements for 2001.

         The  Company entered into an agreement  dated  April  26,  2002,  with
         vFinance, Inc. for certain financial consulting services.  The Company
         issued  20,000  shares of its common stock on April 24, 2002, for this
         service.  The estimated  fair  value  of the common stock issued April
         24, 2002, was $.19 a share, or a total  of  $3,800, which was recorded
         as consulting fees.

         The  Company  entered  into several financial services  agreements  to
         assist the Company in obtaining  financing to purchase land. According
         to the agreements, the Company will  pay  a  fee ranging between 2% to
         3.5% of the gross amount of funding received. As of December 31, 2002,
         the Company paid and expensed loan origination  fees  related to these
         agreements of approximately $9,900.

         The Company entered into an agreement dated July 25, 2002  with  James
         Wang  for  certain  consulting and business development services.  The
         Company issued 50,000  shares  of  its common stock on August 16, 2002
         for  these services.  The market value  of  the  common  stock  issued
         August  16,  2002  was $1.05 a share, or a total of $52,500, which was
         recorded as consulting  fees.  The stock was issued pursuant to a Form
         S-8 registration filed August  16, 2002 with the SEC, and explained in
         Note 9 below.





                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 8.COMMITMENTS (Continued)

      MANAGEMENT AND FINANCIAL CONSULTING AGREEMENT (Continued)

         The Company entered into an agreement dated August 13, 2002 with Beryl
         Ziskind for certain financial consulting services.  The Company issued
         100,000 shares of its common stock  on  August 16, 2002, 20,000 shares
         of  its common stock on August 21, 2002, and  180,000  shares  of  its
         common  stock on August 22, 2002 for these services.  The market value
         of the common  stock  issued  on August 16, 2002 was $1.05 a share, or
         $105,000; the market value of the  common  stock  issued on August 21,
         2002  was  $1.05  a share, or $21,000; and, the market  value  of  the
         common stock issued on August 22, 2002 was $1.31 a share, or $235,800.
         Therefore, a total  of  $361,800 was recorded as consulting fees.  The
         stock was issued pursuant  to  a Form S-8 registration filed on August
         16, 2002 with the SEC, and explained in Note 9 below.

      PROFESSIONAL SERVICES AGREEMENTS

         The Company entered into an agreement dated July 19, 2002 with Ron Gee
         for certain professional promotional  services.   The  Company  issued
         50,000  shares  of  its  common  stock  on August 16, 2002 and 200,000
         shares of its common stock on September 15,  2002  for these services.
         The  market value of the common stock issued on August  16,  2002  was
         $1.05  a  share,  or $52,500, and the market value of the common stock
         issued  on  September   15,  2002  was  $0.22  a  share,  or  $44,000.
         Therefore, a total of $96,500  was recorded as professional fees.  The
         stock was issued pursuant to a Form  S-8 registration filed August 16,
         2002 with the SEC, and explained in Note 9 below.

         The Company entered into an agreement  dated  February  6,  2002  with
         Terry  Ritchie  for  certain  professional  promotional services.  The
         Company issued 20,000 share of its common stock on August 29, 2002 for
         these services.  The market value of the common stock issued on August
         29, 2002 was $1.31 a share, or a total of $26,200,  which was recorded
         as professional fees.  The stock was issued pursuant  to  a  Form  S-8
         registration filed August 16, 2002 with the SEC, and explained in Note
         9 below.

         The  Company  issued  450 shares of its common stock to Jason Green on
         August 16, 2002 for managing  the Company's website.  The market value
         of the common stock issued on August  16, 2002 was $1.05 a share, or a
         total of $473, which was recorded as website  costs.   The  stock  was
         issued  pursuant  to  a Form S-8 registration filed on August 16, 2002
         with the SEC, and explained in Note 9 below.

         The Company entered into  an  agreement  dated February 18, 2003, with
         National  Asset  Funding,  Inc. for certain professional  services  in
         connection with preparing a  private  placement  memorandum with which
         the  Company  hopes  to issue and sell its own corporate  bonds.   The
         agreement  requires  a $20,000  non-refundable  engagement  fee,  with
         $5,000 due at signing,  which the Company has paid, and the balance of
         $15,000 due at the Company's earliest convenience.





                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 8.COMMITMENTS (Continued)

      LOAN PROPOSALS RECEIVED

         On December 12, 2002, Funding  America  Mortgage  Corporation issued a
         loan  commitment  application  for  $21,000,000 to the  Company.   The
         interest  rate is the six-month LIBOR  plus  a  margin  of  550  basis
         points, with  a  floor  of 7%.  The loan term is five years with a  20
         year amortization.  There is a loan guaranty fee of $880,000, which is
         due at the execution of loan  commitment,  and  an  application fee of
         $10,000 due upon signing the loan commitment application.

         The Company is preparing a private placement memorandum  with which it
         hopes to issue and sell its own corporate bonds. The bonds  are  to be
         backed by a funding agreement with a AAA rated insurance company.  The
         Company  has  not yet identified any insurance company for the funding
         agreement, nor  any  bond  broker  to  sell the bonds. The Company has
         entered into an agreement with National Asset Funding, Inc. to provide
         professional services in connection with this process.

         The  Company is conducting its own due diligence  on  these  financing
         proposals,   and  will  review  the  terms  of  all  proposals  before
         proceeding to  any  commitment,  and has not made any commitment as of
         April 21, 2003.


NOTE 9.FORM S-8 REGISTRATION

      On August 16, 2002, the Company filed  Form  S-8  with the Securities and
      Exchange  Commission, registering 1,000,000 shares of  its  common  stock
      pursuant to  the  2002 Stock Option and Stock Award Plan.  The purpose of
      the Plan is to provide  incentive  to attract, retain and motivate highly
      qualified   and   competent  key  employees,   consultants,   independent
      contractors,  officers  and  directors  by  either  granting  options  to
      purchase shares  of the common stock of the Company, or issuing shares of
      common stock of the  Company.   As  of December 31, 2002, the Company has
      issued 875,750 shares of common stock  pursuant to this registration.  No
      stock options have been granted as of December 31, 2002.





                       NEWPORT INTERNATIONAL GROUP, INC
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 2002 AND 2001




NOTE 10.INCOME TAXES

      As  of December 31, 2002, the Company had  a  net  operating  loss  carry
      forward  of  approximately  $1,350,000  which  expires  at  various times
      through  2022.  The  Company  has not recognized any benefit of such  net
      operating loss carryforwards in  the accompanying financial statements in
      accordance with the provisions of SFAS No. 109 as the realization of this
      deferred tax benefit is not considered  more  likely  than  not.   A 100%
      valuation  allowance  has been recognized to offset the entire effect  of
      the Company's net deferred  tax  asset.   The  Company's net deferred tax
      asset position is composed primarily of the Company's  net operating loss
      carryforwards.   Significant  components  of the Company's  deferred  tax
      assets as of December 31, 2002, were as follows:

        Net operating loss carry forwards      $500,000
        Accrued stockholder compensation        135,000
        Unrealized loss on investments           24,000
                                               --------
           Total deferred tax assets            659,000
           Less valuation allowance            (659,000)
                                               --------
              Net deferred tax asset           $    -0-
                                               ========

      The provision for income taxes consists of the following:

      In accordance with certain provisions of the  Tax  Reform  Act of 1986, a
      change in ownership of greater than 50% of a corporation within  a  three
      year  period will place an annual limitation on the corporation's ability
      to  utilize  its  existing  tax  benefit  carryforwards.   The  Company's
      utilization  of  its  tax  benefit carryforwards may be restricted in the
      event of possible future changes in the ownership of the Company from the
      future issuances of common stock.

      The Company's federal and state income tax returns have not been examined
      by the respective taxing authorities.   The  final  determination  of the
      amount  and timing of currently payable income taxes is therefore subject
      to possible  examination  of  these  unexamined  years by such respective
      taxing authorities.


NOTE 11.SIGNIFICANT FOURTH QUARTER ADJUSTMENTS

                                                   2002
                                                   ----

        Unadjusted net loss                     $1,413,256
                                                ----------
        Accrue officers salary                     361,030

        Expense prepaid loan costs                   9,868

        Accrue interest on stockholder loan         15,000
                                                ----------
        Total 4th quarter adjustments              385,898
                                                ----------
        Adjusted net loss                       $1,799,154
                                                ==========`