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                            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, 2001

[ ]          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. $3,968.

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):
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The aggregate market value of the voting stock held by non-affiliates of the
issuer was not determinable because no common stock has yet been traded on any
market.

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

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 6,586,232
shares of common stock outstanding as of March 31, 2002.

                       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.

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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 contracts to purchase
2,300 of the 3,300 acres of land for $15 million. He deposited $10,000 in escrow
pending the scheduled closing date of April 30, 2002. If we are able to obtain
financing to purchase the property, Mr. Lam will assign the contracts to us and
we will reimburse him for the deposit.

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.

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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.

We 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

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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 of vacant land in Wellington, Florida for $470,000. He placed $5,000 in
escrow until closing, which is expected to occur in the next week. At closing,
Mr. Lam will assign the contracts to us and we will reimburse him for the
deposits. 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 $16 million for the Sumter project and $1.1
million for the Wellington lots in equity and debt capital to finance the land
purchases, 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 $16 million for the Sumter project
secured by the property and a corporate guaranty. This proposed loan would have
a five-year term and would bear interest at a minimum of 9% per annum. We would
also enter into a joint venture with the financing source, share profits equally
with the source, and issue 1,000,000 shares of our common stock to the source.
This financing source is currently conducting a due diligence examination of us
and thus has not yet entered into a binding agreement to make this loan. In
addition, we have not yet begun seeking financing for the additional funds
needed to develop the Sumter property.

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

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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 April 30, 2002. 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.

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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.

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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, 2001, we had an accumulated
deficit of $263,872. 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,
and losses of $160,903 for the year ended December 31, 2001 because we have not
commenced operations and have not generated any revenue. We expect to acquire
raw land and commence operations during the next six to 12 months. The
Wellington project is expected to begin producing revenue in the next nine to
twelve months; however, the Sumter project is not likely to produce revenue from

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deposits for an additional six to 12 months after we acquire it, and is not
likely to generate significant revenue until after the DRI and other approvals
have been obtained. We cannot estimate when revenues from our projects will
exceed cumulative losses or whether we will be able to acquire the properties 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 $17.1 million 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 86% 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

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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. Mr. Priest currently works part time
for us and does not earn a salary. 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 TRADING MARKET FOR OUR COMMON STOCK MAKING IT
DIFFICULT FOR SHAREHOLDERS TO SELL OUR COMMON STOCK

         As of the date of this annual report, there is no public market for our
common stock. We plan to engage a securities broker/dealer to make a market in
our common stock. There can be no assurance, however, that we will be able to
retain an acceptable market maker, or that even if we do so, a meaningful
trading market will develop as a result of such market maker's efforts. Because
we lack a public 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, 5,621,524 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

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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.

         OUR COMMON STOCK MAY BE SUBJECT TO PENNY STOCK REGULATION WHICH MAY
MAKE IT DIFFICULT FOR INVESTORS TO SELL OUR COMMON STOCK

         The Securities and Exchange Commission has adopted rules that regulate
broker/dealer practices in connection with transactions in penny stocks. Penny
stocks generally are equity securities with a price of less than $5.00 per share
(other than securities registered on certain national securities exchanges or
quoted on the Nasdaq Stock Market, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange system). The penny stock rules require a broker/dealer, prior to
completing a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure document prepared by the Securities
and Exchange Commission that provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker/dealer also must
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker/dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from such rules, the
broker/dealer must make a special written determination that a penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. Our common stock will likely be subject to the
penny stock rules. These disclosure requirements may have the effect of reducing
the level of trading activity in any secondary market for our common stock, and
accordingly, holders of our common stock may find it difficult to sell their
common stock, if they are able to do so at all.

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.

                                       11
<PAGE>

         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.

                                       12
<PAGE>

         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:

o        the inability to repay the debt when due;

o        increases in debt service payments due to variable interest rates

o        reduced access to additional debt financing for other purposes; and

o        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.

                                       13
<PAGE>

Our President has entered into contracts to purchase approximately 2,300 acres
of raw land in Sumter County, Florida for $15.0 million. He deposited $10,000
into escrow pending closing, which is scheduled to occur on or before April 30,
2002. The property is currently being used for cattle grazing, agricultural
ranching and watermelon fields. If we are able to purchase the property, our
President will assign the contracts to us. 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.

Our President also entered into contracts to purchase 45 acres of raw land in
Wellington, Florida for $470,000. He deposited $5,000 in escrow pending closing,
which is scheduled to occur in mid-April 2002. If we are able to purchase the
property, our President will assign the contracts to us. 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, 2001.

                                     PART II

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

Market Information

There is no trading market for our common stock. We have not yet retained any
market makers for our common stock. Although we believe we will engage vFinance,
Inc., there can be no assurance that we will be successful in retaining either
..vFinance or another market maker. If we are successful, and a market for our
common stock develops, it would most likely trade on the OTC Bulletin Board or
in the "pink sheets." We do not satisfy the listing criteria of any national
securities exchange or the Nasdaq Stock Market.

Stockholders

There were 53 recordholders of our common stock as of March 31, 2002.

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.

                                       14
<PAGE>

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 approximately
$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 r4quired 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.

                                       15
<PAGE>

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 by selling our common stock and issuing a convertible
debenture. 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 one or both of the properties. If we do not purchase the properties, 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 $600,00 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                           o obtain financing for the purchase of the
                                    Wellington property

                                       16
<PAGE>

Next six to twelve months         o seek and obtain financing for the purchase
                                    of the Sumter property

                                  o commence sales of Wellington lots

Eighteen to twenty-four           o complete the DRI and land use plan
months after purchase of            designation amendment procedures for
Sumter County property              Sumter County project

                                  o develop our master site plans and identify
                                    all land usage for Sumter County project

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

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

                                  o 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 because we are unable to
secure financing, 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 because we are unable to secure financing, 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 or 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.

                                       17
<PAGE>

                                    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, 2002:

<TABLE>
<CAPTION>

           NAME              AGE                     POSITION(S)                       DIRECTOR SINCE
--------------------------- ------- ---------------------------------------------- -----------------------
<S>                          <C>             <C>                                             <C>
Soloman Lam                   48             CEO, President, Treasurer                       2000
                                                   and Director

Redding Stevenson             56             Chief Operating Officer                         2000
                                                  and Director

Sara Lam                      48                      Director                               2000

Samantha Lam                  23                      Director                               2000

Vernon Priest                 52             Vice President of Development                   2000
                                             and Engineering and Director

Tina Giacalone                50               Secretary and Director                        2000

Clinton Beckwith              59                Vice President of Public                     2000
                                                 Relations and Director
</TABLE>

                                       18
<PAGE>

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,

                                       19
<PAGE>

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 either our 2000 or 2001 fiscal year 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 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 effective as of January 1, 2002. 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 Sumter
property. Once we acquire the Sumter property, Mr. Priest will gradually
increase the time he devotes 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 Sumter property.

                                       20
<PAGE>


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

The following table sets forth certain information as March 31, 2002 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.
<TABLE>
<CAPTION>

     NAME AND ADDRESS (1)                                  NUMBER OF SHARES
     OF BENEFICIAL OWNER                                  BENEFICIALLY OWNED             PERCENT OF CLASS (%)
     ---------------------------------------------    ----------------------------     --------------------------
     <S>                                                       <C>                              <C>

     Soloman Lam                                               4,700,000(2)                     71.3%

     Vernon Priest                                                     0                         0

     Redding Stevenson                                                 0                         0

     Tina Giacalone                                              100,000(3)                      1.5%

     Clinton Beckwith                                            274,000(4)                      4.1%

     Samantha Lam                                              4,700,000(2)                     71.3%

     Sara Lam                                                  4,700,000(2)                     71.3%

     Kenneth Myron
     1520 Cliffdale Road
     El Cajon, California  92020                               4,247,524(5)                     39.2%

     All Officers and Directors as a group
     (7 persons)                                               5,074,000                        77.0%
</TABLE>
___________________

     (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 200 shares owned directly by Mr. Beckwith, 50,000 shares
         owned jointly with Mr. Beckwith's spouse, 5,000 shares owned directly
         by Mr. Beckwith's spouse, 195,000 shares owned by Clinda Resources,
         Inc., a company the Beckwiths control, and 23,800 shares owned by
         Waterway Times, Inc., a company Mr. Beckwith controls.

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

                                       21
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In September 1999, we entered into 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, however, a principal
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 was
unsecured, non-interest bearing and due on demand. This loan was repaid in 2001.

         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 is 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, has entered
into two exclusive land sales contracts to purchase approximately 2,300 acres of
land in Sumter County. If we are able to obtain financing to purchase the
property, Mr. Lam will assign the land sales contracts to us. Mr. Lam has
deposited $10,000 in connection with the land sales contracts, which amount is
being held in escrow pending closing. If we close on the land and sales
contracts, we plan to reimburse Mr. Lam for the $10,000 deposit.

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)

                                       22
<PAGE>

      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)


         (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 herewith.

         (b) Reports on Form 8-K:

         No reports on Form 8-K were filed during the fourth quarter of 2001.

                                       23
<PAGE>

                                   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 31st day of March, 2002.

                                       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.
<TABLE>
<CAPTION>

                 SIGNATURE                                        TITLE                                   DATE
                 ---------                                        -----                                   ----

<S>                                                      <C>                                         <C>
/s/ Soloman Lam                                           President and Director                     March 31, 2002
---------------------------------------------        (Principal Executive, Financial
Soloman Lam                                              and Accounting Officer)


/s/ Samantha Lam                                                  Director                           March 31, 2002
---------------------------------------------
Samantha Lam

/s/ Sara Lam                                                      Director                           March 31, 2002
---------------------------------------------
Sara Lam


/s/ Vernon Priest                                   Vice President of Development and                March 31, 2002
---------------------------------------------           Engineering and a Director
Vernon Priest


/s/ Tina Giacalone                                       Secretary and a Director                    March 31, 2002
---------------------------------------------
Tina Giacalone


/s/ Clinton Beckwith                                        Vice President of                        March 31, 2002
---------------------------------------------        Public Relations and a Director
Clinton Beckwith


                                                          Chief Operating Officer                    _______________
---------------------------------------------                 and a Director
Redding Stevenson
</Table>
                                       24

<PAGE>
================================================================================






















                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


























================================================================================


<PAGE>



                        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

Statements of Stockholders' Deficiency ...........................   F-4

Statements of Cash Flows .........................................   F-5

Notes to Financial Statements ....................................   F-6 - F-14







<PAGE>




               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, 2001, and the related
statements of operations and comprehensive loss, stockholders' deficiency and
cash flows for the years ended December 31, 2001 and 2000 and cumulative from
inception (December 27, 1999) to December 31, 2001. 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, 2001, and the results of its operations and its cash
flows for the years ended December 31, 2001 and 2000 and cumulative from
inception (December 27, 1999) to December 31, 2001 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
February 15, 2002




                                      F-1
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET
                                  DECEMBER 31,

                               ASSETS

Cash and Cash Equivalents ............................        $     660

Investment Securities ................................          264,474

Officer Advances .....................................           25,830

Prepaid Financing Costs ..............................            9,868

Land Deposits and Deferred Development Costs .........            8,501

Property and Equipment ...............................            1,816

Deferred Tax Asset ...................................            2,400
                                                              ---------

                                                              $ 313,549
                                                              =========

              LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Liabilities:
    Accounts payable .................................        $   2,417

    Loan payable, stockholder ........................          312,000
                                                              ---------

Total Liabilities ....................................          314,417
                                                              ---------

Commitments, Contingencies and Subsequent Events .....               --

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,
      6,575,804 shares issued and outstanding ........              658
    Stock subscription receivable ....................          (58,600)
    Additional paid-in capital .......................          325,034
    Deficit accumulated during development stage .....         (263,872)
    Accumulated other comprehensive loss .............           (4,088)
                                                              ---------

Total Stockholders' Deficiency .......................             (868)
                                                              ---------
                                                              $ 313,549
                                                              =========

                       See notes to financial statements.



                                      F-2
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


<TABLE>
<CAPTION>

                                                    YEAR ENDED DECEMBER 31,              CUMULATIVE
                                                 -------------------------------             FROM
                                                      2001                2000            INCEPTION
                                                  -----------         -----------         -----------
<S>                                               <C>                 <C>                 <C>
Revenues:
     Investment income ...................        $     3,968         $        --         $     3,968
                                                  -----------         -----------         -----------

Costs and Expenses:
     Professional fees ...................             86,556               3,003              89,559
     Consulting fees .....................             27,748              95,000             122,748
     Rent ................................             15,947                  --              15,947
     Interest, stockholder ...............             10,000                  --              10,000
     General and administrative ..........             24,620               4,966              29,586
                                                  -----------         -----------         -----------
                                                      164,871             102,969             267,840
                                                  -----------         -----------         -----------

Net Loss .................................           (160,903)           (102,969)        $  (263,872)
                                                                                          ===========

Other Comprehensive Loss .................             (4,008)                 --
                                                  -----------         -----------

Comprehensive Loss .......................        $   164,911         $  (102,969)
                                                  ===========         ===========

Net Loss Per Common Share ................        $     (0.03)        $     (0.02)
                                                  ===========         ===========

Weighted Average Common Shares Outstanding          5,403,702           5,000,000
                                                  ===========         ===========

</TABLE>



                       See notes to financial statements.



                                      F-3
<PAGE>

                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
               INCEPTION (DECEMBER 27, 1999) TO DECEMBER 31, 2001

<TABLE>
<CAPTION>



                                                                                                 STOCK
                                                                                              SUBSCRIPTION
                                                                      SHARES        AMOUNT     RECEIVABLE
                                                                      ------        ------    ------------
<S>                      <C>                                        <C>          <C>          <C>
Inception (December 27, 1999) to December 31, 1999:

Issuance of Common Stock ($.0001 per share) ....................    5,000,000    $     500    $      --

Net Loss .......................................................           --           --           --
                                                                    ---------    ---------    ---------

Balance, December 31, 1999 .....................................    5,000,000          500           --

Year Ended December 31, 2000:

Other ..........................................................           --           --           --

Net Loss .......................................................           --           --           --
                                                                    ---------    ---------    ---------

Balance, December  31, 2000 ....................................    5,000,000          500           --
                                                                    ---------    ---------    ---------

Year Ended December 31, 2001:

Issuance of Common Stock ($0.125 - $0.50 per share) ............      410,000           41           --

Proceeds from Issuance of Common Stock  ($0.10 -$1.00 per share)      932,604           93           --

Common Stock Issued for Services ($0.25 -$1.00 per share) ......        2,100            1           --

Common Stock Subscribed ($0.25-$1.00 per share) ................      231,100           23      (58,600)

Unrealized Losses on Investment Securities .....................           --           --           --

Net Loss .......................................................           --           --           --
                                                                    ---------    ---------    ---------

Balance, December 31, 2001 .....................................    6,575,804    $     658    $ (58,600)
                                                                    =========    =========    =========


</TABLE>


<TABLE>
<CAPTION>

                                                                                    DEFICIT
                                                                                   ACCUMULATED       ACCUMULATED
                                                                     ADDITIONAL      DURING            OTHER
                                                                      PAID-IN      DEVELOPMENT     COMPREHENSIVE
                                                                      CAPITAL         STAGE             LOSS         TOTAL
                                                                     ----------    -----------     --------------  ----------
<S>                      <C>                                        <C>          <C>                 <C>           <C>
Inception (December 27, 1999) to December 31, 1999:

Issuance of Common Stock ($.0001 per share) ....................    $      --    $      --           $      --     $     500

Net Loss .......................................................           --           --                  --            --
                                                                    ---------    ---------           ---------     ---------

Balance, December 31, 1999 .....................................           --           --                  --           500

Year Ended December 31, 2000:

Other ..........................................................          829           --                  --           829

Net Loss .......................................................           --     (102,969)                 --      (102,969)
                                                                    ---------    ---------           ---------     ---------

Balance, December  31, 2000 ....................................          829     (102,969)                 --      (101,640)
                                                                    ---------    ---------           ---------     ---------

Year Ended December 31, 2001:

Issuance of Common Stock ($0.125 - $0.50 per share) ............      107,959           --                           108,000

Proceeds from Issuance of Common Stock  ($0.10 -$1.00 per share)      156,444                                        156,537

Common Stock Issued for Services ($0.25 -$1.00 per share) ......        1,225                                          1,226

Common Stock Subscribed ($0.25-$1.00 per share) ................       58,577           --                                --

Unrealized Losses on Investment Securities .....................           --           --              (4,088)       (4,088)

Net Loss .......................................................           --     (160,903)                 --      (160,903)
                                                                    ---------    ---------           ---------     ---------

Balance, December 31, 2001 .....................................    $ 325,034    $(263,872)          $  (4,088)    $    (868)
                                                                    =========    =========           =========     =========
</TABLE>


                       See notes to financial statements.

                                      F-4
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                              YEAR ENDED DECEMBER 31,       CUMULATIVE
                                                                              -----------------------          FROM
                                                                                2001            2000        INCEPTION
                                                                                ----            ----        ---------
<S>                                                                         <C>              <C>              <C>
Cash Flows From Operating Activities:
   Net loss .........................................................       $(160,903)       $(102,969)       $(263,872)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation ...................................................             476               --              476
     Expenses paid by issuance of common stock ......................           1,226               --            1,226
     Expenses paid on behalf of Company by stockholder ..............              --              829              829
     Change in operating assets and liabilities:
         Increase in prepaid financing costs ........................          (9,868)              --           (9,868)
         Increase in land deposits and deferred development costs ...          (5,001)          (3,500)          (8,501)
         Increase in accounts payable ...............................           2,417               --            2,417
                                                                            ---------        ---------        ---------
            Net cash used in operating activities ...................        (171,653)        (105,640)        (277,293)
                                                                            ---------        ---------        ---------

Cash Flows From Investing Activities:
     Purchases of property and equipment ............................          (2,292)              --           (2,292)
     Purchases of investment securities .............................        (270,962)              --         (270,962)
                                                                            ---------        ---------        ---------
            Net cash used in investing activities ...................        (273,254)              --         (273,254)
                                                                            ---------        ---------        ---------

Cash Flows From Financing Activities:
     Proceeds from loans to officer .................................              --           33,460           33,460
     Repayment of  loans from officer ...............................         (33,460)              --          (33,460)
     Cash advanced to officer .......................................         (25,830)              --          (25,830)
     Proceeds from loans from stockholder ...........................         312,000               --          312,000
     Proceeds from issuance of common stock .........................         156,537               --          157,037
     Proceeds from common stock subscribed ..........................              --          108,000          108,000
                                                                            ---------        ---------        ---------
            Net cash provided by financing activities ...............         409,247          141,460          551,207
                                                                            ---------        ---------        ---------

Net (Decrease) Increase in Cash and Cash Equivalents ................         (35,660)          35,820              660

Cash and Cash Equivalents, Beginning ................................          36,320              500               --
                                                                            ---------        ---------        ---------

Cash and Cash Equivalents, Ending ...................................       $     660        $  36,320        $     660
                                                                            =========        =========        =========

Supplemental Disclosures of Cash Flow Information:
     Interest paid ..................................................       $  10,000        $     250
                                                                            =========        =========

Supplemental Disclosures of Non-Cash Investing
     and Financing Activities:
         Unrealized loss on investment securities available for sale,
            net of deferred taxes of $2,400 .........................       $   4,088        $      --
                                                                            =========        =========

</TABLE>


                       See notes to financial statements.



                                      F-5
<PAGE>


                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         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.

         POOLING OF INTERESTS

             On October 30, 2000, the Company completed a business combination
             with Conservation Anglers Manufacturing, Inc. which is a real
             estate holding and development company that was originally
             organized in Florida on February 7, 2000. The combination was a
             stock-for-stock merger that was accounted for as a
             "pooling-of-interests". In connection with the merger, the Company
             issued 4,700,000 shares of restricted common stock in exchange for
             all the outstanding stock of Conservation Anglers Manufacturing,
             Inc. Accordingly, the Company's financial statements have been
             restated to include the accounts of Conservation Anglers
             Manufacturing, Inc. as if the companies had combined at the
             beginning of the year. There were no transactions between the
             Company and Conservation Anglers Manufacturing, Inc. before the
             combination and no adjustments were necessary to conform accounting
             policies.

         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.



                                      F-6
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         CONCENTRATIONS OF CREDIT RISK

             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, 2001, 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, 2001, 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
             income taxes, as a separate component of stockholders' equity.
             Realized gains and losses are calculated using the average cost
             method.

         DEFERRED DEVELOPMENT COSTS

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

         PREPAID FINANCING COSTS

             The Company has capitalized certain costs incurred related to
             obtaining financing of the acquisition of land. The costs represent
             non-refundable origination fees which will be amortized over the
             term of the financing once financing is obtained.

         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 bases of assets and
             liabilities using enacted tax rates in effect for the year in which
             the differences are expected to reverse.



                                      F-7
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         PREFERRED STOCK

             The Board of Directors is responsible for establishing and
             designating 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
             statements 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 anti-dilutive.

         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 STANDARDS

             In 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 will be effective
             for the Company's financial statements beginning July 1, 2002, with
             earlier application encouraged.



                                      F-8
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         RECENTLY ISSUED ACCOUNTING STANDARDS (Continued)

             The Company believes that the adoption of this statement will not
             have a significant impact on the results of operations or financial
             position of the Company.

             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 will be 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.

             In June 1998, the FASB issued SFAS No. 133, as amended by SFAS No.
             137 and SFAS No. 138, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
             HEDGING ACTIVITIES." SFAS No. 133 establishes accounting and
             reporting standards requiring that every derivative instrument
             (including certain derivative instruments embedded in other
             contracts) be recorded in the balance sheet as either an asset or
             liability measured at its fair value and that changes in the
             derivative's fair value be recognized currently in earnings unless
             specific hedge accounting criteria are met. Special accounting for
             qualifying hedges allows derivatives gains and losses to offset
             related results on the hedged item in the income statement and
             requires that the company must formally document, designate and
             assess the effectiveness of transactions that receive hedge
             accounting. SFAS No. 133 is effective for fiscal years beginning
             after June 15, 2000. The adoption of this statement has not had a
             significant impact on the results of operations or financial
             position of the Company.

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, 2001 and 2000, the Company generated no
             operating revenues and, accordingly, suffered net losses of
             approximately $161,000 and $103,000, respectively. These conditions
             raise substantial doubt about the Company's ability to continue as
             a going concern.



                                      F-9
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


NOTE 2.  SIGNIFICANT RISKS AND UNCERTAINTIES (Continued)

         GOING CONCERN CONSIDERATIONS (Continued)

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

             o   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.

             o   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 6).

             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             $ 270,962
               Unrealized loss on securities               (6,488)
                                                        ---------
               Equity mutual funds, at fair value       $ 264,474
                                                        =========


NOTE 4.  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 its stockholder, of which $312,000,
         including an interest discount of $10,000, had been funded at December
         31, 2001. 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. The stockholder owned approximately
         548,000 shares of common stock at December 31, 2001.



                                      F-10
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)



NOTE 4.  LOAN PAYABLE, STOCKHOLDER (Continued)

             The total estimated fair value of the beneficial conversion feature
             approximated 90% of the face amount of the debenture. As a result,
             in 2002, the Company will record a discount in the amount of
             $333,000 and will amortize this discount as interest expense
             (additional costs of financing) at the date of issuance, as this is
             the date the debenture first becomes convertible.

NOTE 5.  RELATED PARTY TRANSACTIONS

         OFFICER ADVANCE

             The Chief Executive Officer of the Company was given a $25,830
             advance against a salary to begin being paid in 2002.

         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 as reported
             above under pooling of interests, for a fee of approximately $6,700
             and $95,000, reported as consulting fees for the years ended
             December 31, 2001 and 2000, respectively. At December 31, 2001, FS
             Capital Markets Groups, Inc. owned 300,000 shares of common stock
             of the Company.

         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:

               2002                                             $  7,000
               2003                                                7,000
               2004                                                5,000
                                                                 -------
                                                                 $19,000
                                                                 =======

             For the year ended December 31, 2001, rent expense under these
             leases was approximately $16,000.



                                      F-11
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


NOTE 5.  RELATED PARTY TRANSACTIONS (Continued)

         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 on developing 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 6.  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 intends
             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 will reimburse him when he assigns 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.

             In December 2001, the President and Chief Executive Officer
             entered into purchase contracts to acquire 45 acres of vacant
             land in Wellington, Florida for a total purchase price of
             $470,000. The transaction is scheduled to close by April 15, 2002
             and required a $5,000 deposit which was made by the Company.

         MANAGEMENT AND FINANCIAL CONSULTING AGREEMENT

             The Company entered into an agreement on January 15, 2001, with
             Union Atlantic LC (Union Atlantic), as consultant, to provide
             management and financial consulting and investment banking
             services, for a fee of $25,000. The Company shall issue to Union
             Atlantic a warrant to purchase five percent (5%) of the then
             outstanding common stock of the Company (250,000 shares). The per
             share exercise price of the warrant shall equal the per share price
             paid by investors in the first covered transaction between October
             31, 2001, and October 31, 2004. The warrant will expire seven (7)
             years after the date of issue, and can be exercised at any time in
             whole or in part. There is a restriction from selling more than 25%
             of the underlying shares during any single calendar quarter. The
             warrant had not been issued at February 15, 2002.



                                      F-12
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


NOTE 6.  COMMITMENTS (Continued)

         FINANCE CONSULTING AGREEMENTS

             On January 23, 2002, the Company paid $17,500 to PacEquities.com as
             a retainer and application fee for a loan to acquire and develop
             land in Sumter County, Florida, with a maximum loan of $16 million
             or 95% of costs including soft costs. The term is five (5) years
             maximum. The interest rate will be fixed for the term of the loan
             at a rate to be determined at closing, with a minimum rate of 9%.
             The proposal requires a separate Joint Venture Agreement be
             established between PacEquities.com, its investors, and the
             Company. Project profit and equity participation will be required
             throughout the life of the project on a 50%/50% basis with
             PacEquities.com. The agreement provides for a 5% commitment fee
             payable to PacEquities.com's investor at closing. However, an oral
             agreement between the Company and PacEquities.com's investor waived
             the 5% commitment fee and instead provided for the issuance of
             1,000,000 shares of the Company's common stock.

             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 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, 2001, the Company paid and capitalized origination
             fees related to these agreements of $9,868.

         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% and is adjustable 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 $67,000 at December 31, 2001.

NOTE 7.  INCOME TAXES

         As of December 31, 2001, the Company had a net operating loss carry
         forward of approximately $266,000 which expires at various times
         through 2021.



                                      F-13
<PAGE>
                        NEWPORT INTERNATIONAL GROUP, INC
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


NOTE 7.  INCOME TAXES (Continued)

         Significant components of the Company's deferred tax assets as of
December 31, 2001 were as follows:

             Net operating loss carryforwards                    $  98,000
             Unrealized loss on investment securities                2,400
                                                                 ---------
                 Total deferred tax assets                         100,400
             Less valuation allowance                              (98,000)
                                                                  --------
                    Net deferred tax assets                     $    2,400
                                                                 =========



                                      F-14