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|                 OMB  APPROVAL                                                                                                                                                                                                         |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| OMB  Number:                      3235-0420                                                                                                                                                             |
| Expires:                           April 30, 2009                                                                                                                              |
| Estimated  average burden   hours per response:                       1646                     |

**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549**

                

**FORM 10-KSB**

| **(Mark  One)**                                                           |
|---------------------------------------------------------------------------|
|                                                                           | **X** |  | **ANNUAL REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                           |  |  | **For the fiscal year ended December  31, 2007** |
|                                                                           |  |  |  |
|                                                                           |  |  | **TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                           |  |  | **For the transition period from___________  to __________** |
|                                                                           |  |  | **Commission file number 333-115550** |
| **NEWPORT GOLD, INC.**                                                    |
| **(Name of small business issuer  as specified in its charter) **    |
| **NEVADA**                                                                |  |  |
| (State  or other jurisdiction of incorporation or organization)** ** |  | **(I.R.S. Employer Identification  No.) ** |
|                                                                           |
| **220 – 1495 Ridgeview Drive****, Reno,   Nevada**                  |  | **89509** |
| (Address  of principal executive offices)** **                       |  | **(Zip Code) ** |
| **Issuer's  telephone number****(905) 542-4990 **                    |
|                                                                           |
| **Securities  registered under section 12(b) of the Exchange Act: ** |
|                                                                           | **Title of each Class** |  | **Name of each exchange on which registered** |  |
|                                                                           | **None** |  | **Not Applicable** |  |
|                                                                           |
| Securities registered  under Section 12(g) of the Exchange Act:      |
|                                                                           | **Common Shares with a par value of $0.001 per  share** |  |
|                                                                           | (Title of Class) |  |
|                                                                           |  |  |  |  |  |  |  |  |  |  |  |

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| Check whether the  issuer (1) has filed all reports required to be filed by Section 13 or 15(d)  of the Exchange Act during the past 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.                                        |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                             | Yes | **X** |  | No |  |
|                                                                                                                                                                                                                                                                                                                                                             |
| Check if there is no  disclosure of delinquent filers in response to Item 405 of Regulation S-B  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. |
|                                                                                                                                                                                                                                                                                                                                                             |  | **X** |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                        |
| Indicate by check mark  whether the registrant is a shell company (as defined in Rule 12b-2 of the  Exchange Act).                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                             | Yes | **X** |  | No |  |
|                                                                                                                                                                                                                                                                                                                                                             |
| State issuer's  revenues for its most recent fiscal year:  **$0.00   **                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                             |
| 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.)  |
| **As of March 26, 2008, the aggregate market value  of equity shares held by non-affiliates was**                                                                                                                                                                                                                                                           | **$2,312,200** |
|                                                                                                                                                                                                                                                                                                                                                             |  |
|                                                                                                                                                                                                                                                                                                                                                             |
| State the number of  shares outstanding of each of the issuer's classes of common equity, as  of the latest practicable date.                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                             | **18,586,500 common shares issued and outstanding  as of March 27, 2008** |
|                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                             |
| Transitional Small  Business Disclosure Format (Check one):                                                                                                                                                                                                                                                                                                 | Yes |  |  | No | **X** |
|                                                                                                                                                                                                                                                                                                                                                             |  |  |  |  |  |  |  |

** **ii

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**TABLE OF CONTENTS**

| FORWARD LOOKING INFORMATION | 1                                                                                                |
|-----------------------------|--------------------------------------------------------------------------------------------------|
| PARTI                       | 1                                                                                                |
|                        | Item1. Description of Business                                                                   | 1 |
|                        |                                                                                             | BusinessDevelopment | 1 |
|                        |                                                                                             | Our Business | 1 |
|                        |                                                                                             | Competitive Factors | 3 |
|                        |                                                                                             | Our Offices | 3 |
|                        |                                                                                             | Employees andEmployment Agreements | 3 |
|                        |                                                                                             | IndependentGeologists Employed by Newport | 3 |
|                        |                                                                                             | Mining Regulations  | 3 |
|                        |                                                                                             | Environmental Laws  | 4 |
|                        |                                                                                             | OtherRegulation | 4 |
|                        |                                                                                             | Reports toSecurities Holders | 5 |
|                        | Item2. Description of Property                                                                   | 6 |
|                        |                                                                                             | Mining Properties– General | 6 |
|                        |                                                                                             | Burnt Basin Property  | 6 |
|                        |                                                                                             | Inner MongoliaProperty  | 12 |
|                        |                                                                                             | Description of OtherProperties  | 18 |
|                        | Item 3. Legal Proceedings                                                                        | 18 |
|                        | Item 4. Submissions of Matters to aVote of Security Holders                                 | 18 |
| PARTII                      | 18                                                                                               |
|                        | Item5. Market for Common Equity and Related Stockholder Matters                                  | 18 |
|                        |                                                                                             | Market Information | 18 |
|                        |                                                                                             | Holders of CommonStock | 18 |
|                        |                                                                                             | Dividend Policy  | 18 |
|                        |                                                                                             | Equity CompensationPlan | 19 |
|                        |                                                                                             | Recent Sales ofUnregistered Securities | 19 |
|                        | Item6. Management Discussion and Analysis                                                        | 19 |
|                        |                                                                                             | Forward LookingInformation | 19 |
|                        |                                                                                             | Our Proposed Plan ofOperation  | 19 |
|                        | Item7. Financial Statements                                                                      | 24 |
|                        | Item8.  Changes in and Disagreements withAccountants on Accounting and Financial Disclosure | 45 |
|                        | Item8A.  Controls and Procedures                                                            | 45 |
|                        |                                                                                             | (a) Evaluation ofDisclosure Controls and Procedures | 43 |
|                        |                                                                                             | (b) Internal controlover financial reporting  | 43 |
|                        |                                                                                             | Attestation reportof the registered public accounting firm  | 43 |
|                        |                                                                                             | Changes in InternalControls | 45 |
|                        | Item8A(T) – Controls and Procedures                                                        | 45 |
|                        | Item8B.   Other Information                                                            | 46 |
| PARTIII                     | 44                                                                                               |
|                        | Item 9. Directors and ExecutiveOfficers of the Registrant                                        | 44 |
|                        |                                                                                             | Identification ofDirectors and Executive Officers | 44 |
|                        |                                                                                             | Background ofOfficers and Directors | 44 |
|                        |                                                                                             | SignificantEmployees | 45 |
|                        |                                                                                             | Involvement inCertain Legal Proceedings | 46 |
|                        |                                                                                             | Audit CommitteeFinancial Expert | 46 |
|                        |                                                                                             | Compliance withSection 16(a) of the Securities Exchange Act of 1934  | 46 |
|                        |                                                                                             | Code of Ethics  | 46 |
|                        | Item 10. ExecutiveCompensation                                                                   | 47 |
|                        |                                                                                             | Summary ofCompensation of Executive Officers | 47 |

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|   | Item11. Security Ownership of Certain Beneficial Owners and Management  | 48 |
|   |   | Changes in Control | 48 |
|   | Item 12. Certain Relationships andRelated Transactions and Director Independence | 48 |
|   |   | CertainRelationships and Related Transactions  | 48 |
|   |   | DirectorIndependence | 49 |
| PARTIV  | 50 |
|   | *Item13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K * | 50 |
|   |   | Exhibits | 50 |
|   | Item14. Principal Accountant Fees and Services | 50 |
|   |   | Fees and Services | 50 |
|   |   | Pre-Approval Policesand Procedures | 51 |
| SIGNATURES | 52 |

iv

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**FORWARD LOOKING INFORMATION**

This annual reportcontains forward-looking statements as that term is defined in the PrivateSecurities Litigation Reform Act of 1995. These statements relate to future events or our future financialperformance.  In some cases, you canidentify forward-looking statements by terminology such as "may","will", "should", "expects", "plans","anticipates", "believes", "estimates","predicts", "potential" or "continue" or thenegative of these terms or other comparable terminology.  These statements are only predictionsand involve known and unknown risks, uncertainties and other factors, includingthe risks in the section entitled "Risk Factors", that may cause ouror our industry's actual results, levels of activity, performance orachievements to be materially different from any future results, levels ofactivity, performance or achievements expressed or implied by theseforward-looking statements.

Although we believe thatthe expectations reflected in the forward-looking statements are reasonable, wecannot guarantee future results, levels of activity, performance orachievements.  Except as required byapplicable law, including the securities laws of the United States, we do not intend toupdate any of the forward-looking statements to conform these statements toactual results.

**PART I**

**Item1.**

****Description of Business****

*****Business Development*****

We were incorporated onJuly 16, 2003 in the State of Nevada.  We have one subsidiary company, 2038052Ontario Inc., which is an Ontarioincorporated company. 

We have not had anybankruptcy, receivership or similar proceeding since incorporation. 

There have been nomaterial reclassifications, mergers, consolidations or purchases or sales ofany significant amount of assets not in the ordinary course of business sincethe date of incorporation. We have no property other than the option to ninemineral claims consisting of 47 units located in British Columbia, Canada(the "Burnt Basin mineral claims").

In the fall of 2005, westarted raising capital pursuant to a registration statement filed on Form SB-1with the Securities and Exchange Commission. The offering was sold out and weraised the total of $300,000, less offering expenses. We have deposited thefunds into our operating account and are proceeding with our business plans, asoutlined in our Form SB-1 registration statement, which can be found in itsentirety on the SEC website at www.sec.gov, under our CIK Number0001289223.  Since that time we havecommenced our proposed work program on our property.  We have also been investigating otherproperties which may be suitable future exploration candidates and entered intoan option agreement in November 2006 concerning one of these properties. 

Our Business

We are a start-up,pre-exploration-stage company, and have not yet generated or realized anyrevenues from our business operations.. We have no intentions of merging withany other company or allowing ourselves to be acquired by another company, orto act as a blank check company as that term is defined under Rule 419 ofRegulation C under the rules of the Securities Act of 1933.  We must raise additional capital inorder to continue to implement our plan and stay in business

On June 18, 2003, Newport entered into an option agreement with Steve Baranto acquire nine minerals claim consisting of 47 units in British Columbia, Canadaknown as the Burnt Basin mineral claimsnumbers 393542, 393541, 393681 to 393687. The Burnt Basin Property is owned byJohn W. Carson and the option agreement is subject to an underlying agreementbetween Mr. Carson and Mr. Baran, dated July 29, 2002.  Subject to that agreement, Mr. Carson isto receive US $10,006 (CDN $10,000) each September as an advance net smelterreturn royalty and has received US $42,816 (CDN$ 50,000) to December 31, 2007.  This agreement is by way of a one pagedocument.  Mr. Baran has been paidUS$12,364 (CDN $17,000) and will receive no further payments from Newport otherthan any Net Smelter Return royalties that may be required to issued to MrBaran in the future.  This paymentis not a finder's fee.  It ispayment for optioning Mr. Baran's rights to the BurntBasin mineral claims to Newport.  Under the option agreement with Mr.Baran, Newport has also agreed to issue Mr.Carson (100,000) shares of Newport'scommon stock and Mr. Baran (125,000) shares of Newport's common stock.  These shares were issued to Messrs. Baran and Newportin January 2006.

1

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Under the terms of Newport's option agreement, Newportcan acquire a 100% undivided interest in the property, subject to two separateNet Smelter Return ("NSR")royalties (totaling 2%), and cash and share payments totaling US $12,364 (CDN$17,000) and 225,000 shares. Other than the pre-paid NSR royalties discussedbelow, NSR royalties are only paid if and when a viable mining operation isestablished.  Newport must also incur exploration expensestotaling US $252,194 (CDN $250,000) over a 3 year period, ending June 18,2006.  The Company received anextension on completing the required expenditures to June 18, 2008.  The first NSR royalty consists of a 1%NSR, payable to John Carson, which obligation to pay has been capped at US $252,194(CDN $250,000) under the contract between the parties.  Newporthas agreed to make an annual payment of US $10,006 (CDN $10,000), as prepaid,NSR royalties, beginning in September of 2003. A further 1% NSR is payable toSteve Baran.  The prepaid portion ofthe NSR royalties will not be returned if no viable mining operation isestablished. Newportcan elect to acquire one half (1/2) of the 1% NSR to Steve Baran for the sum ofUS $504,388 (CDN $500,000).  Newport would only acquire this interest if it looked likeit would be more advantageous financially for Newport to purchase the NSR royalty interestMr. Baran holds than to continue to make this NSR if a viable mine isestablished. Newportis under no obligation to acquire 1⁄2 of the 1% NSR royalty interest Mr.Baran holds.

Once Newport has expendedthe requisite $252,194 in exploration expenses on the property it can recordthe warranty deed and obtain a 100% undivided interest in the mineral claims. Newport is not required tomake any royalty payments prior to it obtaining a 100% interest in the mineralclaims. Newportwill need to re-domesticate its existing Canadian subsidiary to BC orincorporate a BC subsidiary company before it can register this interest.

Prior to entering intothis agreement, Newportand its affiliates did not have an affiliation or relationship with Messrs.Carson or Baran.  The parties werearms' length to one another. Mr. Baran paid Mr. Carson $8,042 ($10,000 CDN) for the claims. 

Net smelter returns asdefined in the option agreement between the parties is the net proceedsrealized from the sale to a bona fide purchaser in an arm's length transactionof minerals recovered from ore mined from the claims. The net proceeds isdetermined by deducting from the dollar value paid for the recovered minerals,the cost of smelting and refining the ore/or concentrates thereof, marketingand insurance charges, and transportation costs, including the costs oftransporting the ore and /or concentrates thereof to the milling facilities andto the smelter or refinery.

The BurntBasin mineral claims are locatedtwenty-five kilometres North East of the City of Grand Forks in the Province of British Columbia. TheBurnt Basin mineral claims consists of forty seven units, each unit consists ofapproximately 500 x 500 meters or 25 hectares (a hectare is approximately 61acres), title to which is held by an unrecorded warranty deed.  A warranty deed is once executed asrequired by law has the effect of a conveyance in fee simple to the grantee,his heirs and assigns, of the subject property (in this case mineral claims),together with all the related rights and privileges.  It also contains a series of covenantsfrom the grantor, that he is lawfully owner of the property; that he has theright to sell and assign the property and underlying rights and privileges freefrom all encumbrances; and that the grantor, will forever warrant and defendthe title of the property for the benefit of the grantee, against all lawfulclaims whatsoever.   Anunrecorded warranty deed is a warranty deed which has not been registered witha government office.

On November 17, 2006, theCompany acquired an option to earn a 20% interest of a 50% interest held by theoptionors in certain mineral exploration rights located in Inner Mongolia, China.  The option agreement is subject to anunderlying agreement dated February 1, 2006 between the vendor and theoptionors.  In order to earn itsinterest in the property, the Company issued 2,200,000 common shares to theoptionors and an additional 300,000 common share to the vendor of the propertyat $0.10 per share.  The Companyalso granted a total of 2.2% NSR to the optionors on all metals produced fromthe optionors' interest in the property.  The optionors also granted the Company afirst right of refusal on acquiring the remainder of their 50% interest for aperiod of one year.   

In addition tothe 2,200,000 shares, the Company must issue a total of 800,000 common sharesto the vendor by February 1, 2009 and incur $750,000 of explorationexpenditures, with a first year obligation to issue 300,000 shares (issued asnoted above) and incur $250,000 of exploration expenditures by February 1,2007.  The Company received anextension on completing the required expenditures to February 1, 2009 inconsideration for 100,000 shares of the Company.  

On August 7, 2007 the companyissued 3,011,500 shares for the remaining 30 % interest in the China Propertyin addition the company issued 300,000 shares to the Vendor as part of the secondyear obligation.  The company nowhas an option to earn a 50% interest in the China Property.

To date we have performedsurface trenching and sampling and airborne geophysics and some ground magneticgeophysics on our Burnt Basin Property. In Mongolia, Chinawe have completed extensive sampling and 2 programs of geophysical testing.  Weare presently in the pre-exploration stage and there is no assurance that acommercially viable mineral deposit exists in our property until furtherexploration is done and a comprehensive evaluation concludes economic and legalfeasibility. We intend to try to develop any mineral deposits we findourselves, if any, or enter into a joint venture with another mining companywith more experience at that stage of operation.

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CompetitiveFactors

The mining industry, ingeneral, is intensely competitive and there is not any assurance that even ifcommercial quantities of ore are discovered, a ready market will exist for saleof same. Numerous factors beyond our control may affect the marketability ofany substances discovered. These factors include market fluctuations, theproximity and capacity of natural resource markets and processing equipment,government regulations, including regulations relating to prices, taxes,royalties, land tenure, land use, importing and exporting of minerals andenvironmental protection. The exact effect of these factors cannot beaccurately predicted, but the combination of these factors may result in Newport not receiving anadequate return on invested capital. 

Our Offices

Our administrative officeis located at 220 - 1495 Ridgeview  Drive, Reno, Nevada 89509 and ourregistered statutory office is located at 50 West Liberty Street, Suite 880, Reno, Nevada 89501.

Employees andEmployment Agreements

At present, we have noemployees, other than our officers Messrs. Derek Bartlett and John Arnold, andour directors, who are not compensated for their services. Messrs. DerekBartlett and John Arnold do not have employment agreements with us. Wepresently do not have pension, health, annuity, insurance, stock options,profit sharing or similar benefit plans; however, we may adopt plans in thefuture. There are presently no personal benefits available to any employees. 

We intend to hireindependent geologists, engineers and excavation subcontractors on an as neededbasis. We have not entered into any negotiations or contracts with any of them.We have started setting up the engagement of various professionals inanticipation of the spring exploration season.

IndependentGeologists Employed by 

Although numerousgeologists and other persons known to have knowledge of available mineralproperties were contacted and properties discussed in detail, only onegeologist was employed to conduct field investigations and complete acomprehensive report on the Burnt Basin Property. Linda Caron MSc.P.ENGcompleted the above in July of 2003. Ms. Caron is an independent geologist and would not be considered a trueemployee of Newport.

**MiningRegulations**
Our mineral explorationprogram is subject to the *Mineral Tenure Act*(British Columbia)and Regulations. This act sets forth rules for:
-  locating claims, 
-  posting claims, 
-  working claims, and 
-  reporting work performed. 

The *MineralTenure Act* (British  Columbia) and Regulations also govern the workrequirements for a claim including the minimum annual work requirementsnecessary to maintain a claim. The holder of a mineral claim must performexploration and development work on the claim of $100 per unit in each of thefirst three years and $200 per unit in the fourth and subsequent years. We havenine claims totaling forty seven units. This means the Company is required toperform a minimum of $4,700 for each of the first three years and $14,400 forthe fourth and subsequent years.

We are also subject tothe British Columbia*Mineral Exploration Code* (the"Code") that tells us how and where we can explore for minerals. Wemust comply with these laws to operate our business. The purpose of the Code isto assist persons who wish to explore for minerals in British Columbia to understand the processwhereby exploration activities are permitted and regulated. The Codeestablishes Province-wide standards for mineral exploration and developmentactivities. The Code also manages and administers exploration and developmentactivities to ensure maximum extraction with a minimum of environmentaldisturbance. The Code does not apply to certain exploration work we will beconducting. Specifically, work that does not involve mechanical disturbance ofthe surface including:

3
-  prospecting using hand-held tools,
-  geological and geochemicalsurveying, 
-  airborne geophysical surveying, 
-  hand-trenching without the use ofexplosives, and 
-  the establishment of gridlinesthat do not require the felling of trees. 
-  Subject to the results of Phase I,exploration activities that we may carry out in subsequent phases which resubject to the provisions of the Code are as follows:
-  drilling, trenching and excavatingusing machinery, and 
-  disturbance of the ground bymechanical means (blasting). 

Prior to proceeding withany exploration work subject to the Code we must apply for a notice of workpermit. In this notice we will be required to set out the location, nature,extent and duration of the proposed exploration activities. 

The notice is submittedto the regional office of the Mines Branch, Energy Division.   We have not applied for thispermit yet. We intend to apply for this work permit shortly as we have securedthe required funding to carry out the proposed program in the registeredoffering we are currently completing. We have already raised the minimum of $50,000 we needed to commencePhase I of our exploration program over and above the cost of the offering.  The first $37,800 we raised in theoffering we slated for use to cover the cost of the offering.  Once applied for, this work permit isusually received within 60 days of the application date as it is granted as amatter of right.  

Newporthad previously commissioned and obtained a technical reports by Linda Caron, M.Sc.,P.Eng., for the years 2003 through to 2007. to provide an to up date  summary of previous exploration work onthe property and to make recommendations for further exploration work.

The exploration permitthat may be required for activities in phases subsequent to Phase I is the onlypermit or license we will need to explore for minerals on our property.  It will take approximately two weeks toobtain the exploration permit. The permit is free and is usually granted as amatter of right, when applied for.
**EnvironmentalLaws**
We will also have to sustain the cost of reclamation and environmentalremediation for all work undertaken which causes sufficient surface disturbanceto necessitate reclamation work. Both reclamation and environmental remediationrefer to putting disturbed ground back as close to its original state aspossible. Other potential pollution or damage must be cleaned-up and renewedalong standard guidelines outlined in the usual permits. Reclamation is theprocess of bringing the land back to a natural state after completion ofexploration activities. Environmental remediation refers to the physicalactivity of taking steps to remediate, or remedy, any environmental damagecaused, i.e. refilling trenches after sampling or cleaning up fuel spills. OurPhase I and II programs do not require any reclamation or remediation otherthan minor clean up and removal of supplies because of minimal disturbance tothe ground. The amount of these costs is not known at this time as we do notknow the extent of the exploration program we will undertake, beyond completionof the recommended two phases described above. Because there is presently noinformation on the size, tenure, or quality of any resource or reserve at thistime, it is impossible to assess the impact of any capital expenditures on ourearnings or competitive position in the event a potentially economic deposit isdiscovered.  
**Other Regulation**
**Securities Exchange Act of 1934,as amended, (the "1934 Act")**.  Sections 13 and 15(d) of the 1934 Actrequires companies subject thereto to provide certain information aboutsignificant acquisitions, including certified financial statements for thecompany acquired, covering one, two, or three years, depending on the relativesize of the acquisition. The time and additional costs that may be incurred bysome target entities to prepare such statements may significantly delay oressentially preclude consummation of an otherwise desirable acquisition by theCompany. Acquisition prospects that do not have or are unable to obtain therequired audited statements may not be appropriate for acquisition so long asthe reporting requirements of the 1934 Act are applicable. 

**New SEC Shell Company Rules**.  On June 29, 2005, the Securities andExchange Commission adopted final rules amending the Form S-8 and the Form 8-Kfor shell companies. These rules were published in the Federal Register on July21, 2005 and were made effective as of August 22, 2005, except for an amendmentto Item 5.06 of the Form 8-K that became effective on November 5, 2005. Theamendments expand the definition of a shell company to be a company with no ornominal operations, assets consisting of cash and cash equivalents, or assetsconsisting of any amount of cash and cash equivalents and nominal otherassets.  Shell companies, as aresult of these rule changes:

4
- are now prohibited from using Form S-8     (the abbreviated registration statement used to register securities issued     under employee benefit plans) until 60 days after it ceases to be a shell     company;;
- must include current Form 10 or Form     10-SB information, including audited financial statements in the Form 8-K     that the shell company files to report an event that causes it to cease     being a shell company;
- must file financial statements within     four days about the transaction; and 
- where an operating company acquires a     shell company and the operating company survives the transaction; the     operating company will have acquired control of the shell for purposes of     the definition of "succession" under the final rules and the     operating company, as the surviving entity, will be required to file a     Form 8-K under Item 5.01. 

Prior to thenew rules, financial statements of the acquired private company were notrequired to be filed on Form 8-K until 75 days after completion of the mergeror acquisition.  Also, detailedinformation about the business and management of the acquired private companywas not required until the reporting company filed its next annual report onForm 10-KSB. As a result, securities of the new entity could be traded for upto 75 days with investors having little or no access to vital information aboutthe acquired private company.  

**Sarbanes-Oxley Act of  2002**.  On July 30, 2002, President Bush signedinto law the Sarbanes-Oxley Act of 2002, or the SOA. SOA imposes a wide varietyof new requirements on both U.S.and non-U.S. companies, that file or are required to file periodic reports withthe SEC (the "SEC") under the Securities Exchange Act of 1934.  Many of these new requirements couldeffect us and our board of directors. For instance, under SOA we may be required to:
-  form an audit committee in compliance with SOA;
-  our chief executive office and chief financialofficer are required to certify our financial statements; ensure our directors and senior officers are required to forfeit all bonuses orother incentive-based compensation and profits received from the sale of oursecurities in the twelve month period following initial publication of any ofour financial statements that later require restatement; 
-  disclose any off-balance sheet transactions asrequired by SOA;
-  prohibit all personal loans to directors andofficers;
-  ensure directors, officers and 10% holders filetheir Forms 4's within two days of a transaction; 
-  adopt a code of ethics and file a Form 8-Kwhenever there is a change or waiver of this code; and
-  ensure our auditor is independent as defined by SOA. 

SOA has required us toreview our current procedures and policies to determine whether they complywith the SOA and the new regulations promulgated thereunder. We will continueto monitor our compliance with all future regulations that are adopted underthe SOA and will take whatever actions are necessary to ensure that we are incompliance. 
**Reports toSecurities Holders**
Reports and other information filed by us with the Commission pursuant to theinformational requirements of the Securities Exchange Act of 1934 will beavailable for inspection and copying at the public reference facilitiesmaintained by the Commission at 100  F Street, NE, Room 2521, Washington, D. C. 20549.Copies of such material may be obtained from the public reference section ofthe Commission at 100 F Street, NE, Room 2521,Washington, D. C. 20549, at prescribed rates. Please call the SEC at1-800-SEC-0330 for further information on the public reference room. Ourreports and other documents filed with the Commission may also be availableelectronically on the World Wide Web at http://www.sec.gov.

We may elect not to filea Form 8-A or other Registration Statement under the Securities Exchange Act of1934 and therefore, will only be subject to Section 15(d) as a company whoregistered a Form SB-1 registration statement, therefore the proxy rules,short-swing profits regulations, beneficial ownership reporting regulations andthe bulk of the tender offer regulations will not apply to us. After wecomplete our Form SB-1 registered offering, we will not be required to furnishour stockholders with an annual report. Further we will not voluntarily sendour stockholders an annual report.

5
******Item2****. Description ofProperty**
**Mining Properties – General**

**Burnt Basin**.  On July 18, 2003, Newportentered into an option agreement with Steve Baran to acquire nine minerals claimconsisting of 47 units in British Columbia, Canada known as the Burnt Basinmineral claims numbers 393542, 393541, 393681 to 393687. This option agreementis not recorded in the BC Mining Office. The Burnt Basin Property is owned byJohn W. Carson and the option agreement is subject to an underlying agreementbetween Mr. Carson and Mr. Baran, dated July 29, 2002. Under the terms of Newport's option agreement, Newport can acquire a 100% undivided interestin the property, subject to two separate Net Smelter Return (NSR) royalties(totaling 2%), in consideration for cash and share payments totaling US $12,364(CDN$ 17,000) and 225,000 shares. Newportmust also incur exploration expenses totaling US $252,194 (CDN$ 250,000) over a3 year period, ending June 18, 2006. The Company has received an extension on completing the requiredexpenditures June 18, 2008. The first NSR royalty consists of a 1% NSR payableto John Carson capped at US $252,194 (CDN $250,000), that will be provided bymaking annual US $10,006 (CDN $10,000) prepaid NSR payments beginning inSeptember of 2003.  A total of $42,816(CDN$ 50,000) has been paid to December 31, 2007.  A further 1% NSR is payable to SteveBaran, of which Newportcan acquire one half of the 1% NSR to Steve Baran for the sum of US $504,388(CDN$500,000). 

A mining claim isgenerally described to be that portion of the public mineral lands which aminer, for mining purposes, takes and holds in accordance with local mininglaws but is also described to mean a parcel of land which might containprecious metals in the soil or rock. In British Columbia, a "two-postmining claim" (where two opposite corners of the boundaries of the claimare physically marked with a survey type post marked for reference as opposedto simply having an initial single post) is a square plot of land 500 meters by500 meters. The Burnt Basin mineral claimsconsists of forty-seven units, each unit consists of 500 x 500 meters or 25hectares (a hectare is approximately 61 acres). 

**Mongolia**.  On November 17, 2006, the Companyacquired an option to earn a 20% interest of a 50% interest held by theoptionors in certain mineral exploration rights located in Inner Mongolia, China.In August 2007 the company acquired an additional 30 % interst to now hold afull 50% option interest.   The option agreement is subject to anunderlying agreement dated February 1, 2006 between the vendor and theoptionors.  In order to earn itsinterest in the property, the Company issued 2,200,000 common shares to theoptionors and an additional 300,000 common share to the vendor of the propertyat $0.10 per share.  The Companyalso granted a total of 2.2% NSR to the optionors on all metals produced fromthe optionors' interest in the property.  The optionors also granted the Company afirst right of refusal on acquiring the remainder of their 50% interest for aperiod of one year.  In addition tothe 2,200,000 shares the Company must issue a total of 800,000 common shares tothe vendor by February 1, 2009 and incur $750,000 of exploration expenditures,with a first year obligation to issue 300,000 shares (issued as noted above) anincur $250,000 of exploration expenditures by February 1, 2007. The Companyreceived an extension on completing the required expenditures to February 1, 2009in consideration for 100,000 shares of the Company.

To date we have performedpreliminary sampling and geophysics on both the BurntBasin and Mongolia properties.  Newport commissioned and obtained  technical reports in 2003 through to2007 which included recommendations for further work.
**BurntBasin Property***Legal Statusof Burnt Basin Mineral Claims.***  **
The Burnt Basinmineral claims was originally staked in 2002 by John Carson. Mr. Carson ownsthe mineral claims and optioned these claims to Mr. Baran on July 29, 2002,which was subsequently optioned to Newporton July 18, 2003. Newport through an option agreement holds the mining rightsto the Burnt Basin mineral claims which thereby giving it or its designatedagent, the rights to mine and recover all of the minerals contained within thesurface boundaries of the claim continued vertically downward. 

All Canadian lands andminerals which have not been granted to private persons are owned by either thefederal or provincial governments in the name of Her Majesty. Ungrantedminerals are commonly known as Crown minerals. Ownership rights to Crownminerals are vested by the Canadian Constitution in the province where theminerals are located. In the case of the BurntBasin mineral claims, that is the province of British Columbia. 

In the 19th century thepractice of reserving the minerals from fee simple Crown grants wasestablished. The 

6

legislation ensures thatminerals are reserved from Crown land dispositions. The result is that theCrown is the largest mineral owner in Canada, both as fee simple owner ofCrown lands and through mineral reservations in Crown grants. Most privatelyheld mineral titles are acquired directly from the Crown. The Burnt Basinmineral claims is one such acquisition. Accordingly, fee simple title to the Burnt Basinmineral claims resides with the Crown. The Burnt Basinmineral claims is a mining lease issued pursuant to the British ColumbiaMineral Act to Mr. John Carson. The lessee has exclusive rights to mine and recoverall of the minerals contained within the surface boundaries of the leasecontinued vertically downward. 

The BurntBasin mineral claims is unencumberedand there are no competitive conditions which affect the Burnt Basinmineral claims. Further, there is no insurance covering the Burnt Basinmineral claims. We believe that no insurance is necessary since the Burnt Basinmineral claims is unimproved and contains no buildings or improvements. 
*Claim Status.*
The name, tenure number,date of recording and expiration date of the Burnt Basinmineral claims is as follows:

**Claim Name**

**Tenure Number**

**Units**

**Expiry Date**

Molly Gibson

393541

20

December 30, 2015

Motherlode

393542

20

December 30, 2015

Lode #1

395681

1

December 30, 2015

Lode #2

395682

1

December 30, 2015

Lode #3

395683

1

December 30, 2015

Lode #4

395684

1

December 30, 2015

Lode #5

395685

1

December 30, 2015

Lode #6

395686

1

December 30, 2015

Lode #7

395687

1

December 30, 2015

The Burnt Basin mineralclaims consists of forty-seven units, each unit consists of 500 x 500 meters or25 hectares (a hectare is approximately 61 acres) or an aggregate total ofapproximately 1,175 hectres, title to which is held by an unrecorded warrantydeed. The Burnt Basin mineral claims was selected for acquisition due to itscost, previously recorded surrounding exploration, development and extractionwork and because the Burnt Basin mineral claims is not located in anenvironmentally sensitive region. The Burnt Basinproperty is not a raw, grass-roots type property; rather there has beenconsiderable previous exploration on the property.  This exploration work indicated thepotential for discovery of gold mineralization.  The terms of the option were consideredto be reasonable, given the extent of this previous work and the potential formineralization on the claims.  Theproperty is situated in an area designated by the Province of British  Columbia as ‘open' for mineralexploration and as such is not deemed to be environmentally sensitive, or a‘Special Management Zone'. Therefore, there are no special, additional conditions imposed onexploration and development on the property.

Information regarding theBurnt Basinmineral claims can be determined by reviewing the British Columbia government website locatedat http://www.gov.bc.ca/em. This website contains a detailed description of therock formation and mineralization of all staked lands in British Columbia.  Please note, that the content of this British Columbiagovernment website does not form part of this prospectus. The information canbe viewed by clicking on "The Map Place", then, after downloading"Autodesk Mapguide", by clicking on "Available Maps" andthen "Mineral Titles Map". You can then enter in claim tenure numberin the "Zoom GoTo" search window to view the area of the Burnt Basinmineral claims. For title information you can go back to the "MineralTitles Map" in the lower window, under the heading "Contents",then "Database Searches", click on "Tenure Number" andenter the claim tenure number as indicated above to view the "MineralTitles Tenure Detail". This website database contains a detaileddescription of the rock formation, mineralization and ownership of all stakedlands in British Columbia.

Newportis a pre-exploration stage company. There is no assurance that a commerciallyviable mineral deposit exists on the Burnt Basin mineral claims.Exploration will be required before Newport canmake an evaluation as to the economic and legal feasibility of the Burnt Basinmineral claims.

7
***Location andAccess.*
The BurntBasin mineral claims is located on theeastern flank of the Christina Range in the Monashee Mountains.Highway 3, the Southern Trans Provincial Highway, crosses the extreme southeastcorner of the property. Road access to the claims is via the Paulson Detourroad, which heads west from Highway 3 on the south side of the Paulson bridgeand then via a steep narrow road that heads south from the Paulson Detour roadabout 300 meters west of the highway. Two and half kilometres along this roadthe slope becomes gentler and there are a number of old roads which branch offto different parts of the Burnt Basin Claims.

See maps on followingpages.

8

9

 
*Physiography*
The Burnt Basinmineral claims is snow-free from May through November, allowing a five orsix-month exploration season. The location of the BurntBasin mineral claims is within 25kilometres by road to the community of Christina Lake,which has limited services such as room, board and fuel with grocery stores.Services needed for exploration are available in Grand Forks, located 20kilometres west of Christina Lake or alternatively in Castlegar 55 miles eastof the property along Highway 3. Castlegar has a full-service airport. Theclosest power source is approximately 10 kilometres southwest of the claims onMcRae road.

The claims are located inan area referred to as the "Burnt Basin", a bowl shaped area coveringthe upper Josh and Mollie Creek drainages that are situated north and west ofHighway 3 and the McRae Creek Valley. Elevations 

10

range from about 900metres at the highway in the southeast corner of the property to about 1585metres at the Molly Gibson claim.

There is good rockexposure on the steep slopes in the southern and eastern portion of theproperty. Rock exposure on the remainder of the Burnt Basin Property ismoderate to scarce. The property is covered with thick second growth forestwith dense undergrowth. The use of GPS equipment in many areas as a resultwould be ineffective.
*Geology of**Area Where Burnt Basin Mineral Claims is Located*
The general region wherethe Burnt Basin mineral claims are located is onethat has hosted many gold deposits. It covers a sequence of rocks that wereformed elsewhere and moved to their present location by crustal scale faulting,as well as some rocks formed in-place since this fault collision occurred.Despite over a hundred years of work in the area, no detailed geologicalcompilation of the Burnt Basin Property has been done. In general, the propertyis underlain by a sequence of sedimentary and volcanic rocks that have beenaltered from their original state by the effects of temperature and pressure.These metamorphosed rocks are cut by several very large bodies of intrusiverocks. 

Mineralization occurs inboth the metamorphic rocks and in the intrusive rocks on the Burnt BasinProperty. Quartz veins with gold occur in the intrusive rocks, and lead-zincskarn and gold with pyrrhotite-magnetite mineralization occurs in limy horizonsin the metasediments. Because this latter style of mineralization is associatedwith a particular geological horizon, it is important to determine the locationand extent of these prospective rocks. This will be done by completinggeological mapping and sampling of the property in Phase 1.
*ProposedProgram of Exploration*
We intend to conductinitial exploration of the Burnt Basin mineral claims todetermine if there are commercially exploitable mineral deposits. We anticipatea two phase exploration program to properly evaluate the potential of the Burnt Basinmineral claims. We must conduct exploration to determine what minerals, if any,exist on the Burnt Basin mineral claims andif any minerals which are found can be economically extracted and profitablyprocessed. Our proposed program of exploration is explained in more detail inthis prospectus under "Plan of Operation".
*History ofPrevious Work*
Newportengaged Linda Caron, M.Sc., P.Eng., an independent consultant geologist toprepare a technical report on the Burnt Basin Property in July of 2003. Ms.Caron has done extensive geological work in Southern BC and in particular the Greenwood - Grand  Forks area since 1989. She is a member of goodstanding with the Association of Professional Engineers and Geoscientists of BCwith professional engineer status. She completed an examination of the BurntBasin Property on July 18, 2003 which included limited rock sampling. She alsoexamined the property in 1989 on behalf of a different client. Ms. Caron doesnot have a direct or indirect interest in the Burnt Basin Property or in thesecurities of Newportnor is there an agreement or expectation she will receive any future suchsecurities.

The Burnt Basinmineral claims are located in a historic gold mining district. The Central Zone(a zone of lead-zinc skarn mineralization, located I the east-central part ofthe Burnt Basin property, on the former Eva Bell and Halifax crown grants) onthe property has been sporadically explored for silver, lead, zinc skarnmineralization because of its proximity to the Trail Smelter, which carries onthe process of smelting and is operated by Teck Cominco, in Trail, BritishColumbia.  Smelting is the processof melting ore, for the purpose of separating the pure metal from theextraneous rock.  Skarn zones are upto 30 feet wide and have strike lengths of several hundred feet.  Skarn zones are zones of mineralizationwithin skarn altered rock.  Skarn isa coarse-grained contact metasomatic rock, composed of silicate minerals suchas garne and pyroxene, that is often associated with concentrations ofmetals.  Skarns typically form fromthe intrusion of igneous rocks into limestones or lime-bearing sedimentaryrocks.  Production from the centralzone was 5,410 tons yielding 34 ozs gold, 14,746 ozs of silver, 420,000 lbs oflead and 562,000 lbs of zinc. The geology of the Central Zone is largelyintercalated argillaceous sediments and greenstones.

Only limited work hasbeen carried out for gold on the North and South zones, which are known to hostgold mineralization. Gold production from the south area, the Molly Gibson (nowconsisting of 20 units) was 310 tons yielding 331 ozs gold from an east-westzone of pyrrhotite-magnetite skarn. Individual assays provided results to 3 ozsper ton gold. This zone has an E.M.-V.L.F. signature, which is yet to betested. E.M.-V.L.F. is a response to a very low frequency electromagneticgeophysical survey.  This type ofsurvey is capable of detecting shallow conductive zones in rocks, such as shearzones or zones of massive sulfide mineralization. The geology is largely limyhorizons in contact with Nelson Intrusives.

11

The North area is also asignificant gold zone with numerous quartz veins carrying economic gold values.Quartz veins within the staked area are from 2 feet to 10 feet wide and have astrike length of several hundred feet. 

The Motherlode claim (nowconsisting of 20 units) covers numerous old crown grants including theMotherlode, Contact, Daly, Tunnel and others. On the old Motherlode C.G. selectassays provided for 2 ozs per ton gold and 14 ozs per ton silver and 50 tons ofunsorted ore yielded 0.229 ozs per ton. gold. In 1902, a 5 oz per ton goldassay was reported from some high-grade float on the Comart claim in north ofthe Burnt Basin Property. Geochemically a large untested silver-gold anomalyextends from the Motherlode C.G. to the Daly claim area, all within the currentclaim group. The geology of the north zone is Nelson intrusives and Coryellsyenites in contact with argillaceous sediments and greenstones.
**Inner Mongolia Property***PropertyDescription and Location*
The Inner Mongolia Copper GoldProperty is located about 100 kmnorth Baotou City,Inner Mongolia Autonomous Region, Chinaor 10 km northeast Xingshunxi Township,Guyang County,Baotou City,Inner Mongolia Autonomous Region, China.  The property covers 5.16 km2 with the explorationlicense number 1500000430710.  Therenewed exploration license expiration date is on November 3, 2007; the licenserenew application has been submitted to the China Ministry of Land andResources in September of 2007; and expiration date of the new license will beNovember 3, 2009.  The propertyowner is Baotou Noront Mineral Development Co., Ltd., a foreign investmentcompany, which is a limited company under the laws of People's Republicof China.  
*Accessibility,Climate, Local Resources, and Infrastructure*
The Inner Mongolia Gold Rich Copper Property is located some 600 kilometersnorthwest of Beijing and 100 kilometers north of the city of Baotou (population of 1.5 million). Baotou is the most important industrial city in the InnerMongolia Autonomous Region of northern China.  Baotou is serviced bydaily scheduled airline flights from Beijing.

The property area is readily accessedfrom Baotou on a provincial level (high grade) paved high way north forapproximately 100 kilometers and then east on several paved and mostly dirtroads for approximately 20 kilometers. Depending on traffic and weatherconditions, total driving time is from 1 to 2 hours. The Jeep can drivedirectly to the property area.  

The Exploration Permit area ischaracterized by gently rolling hills with elevations ranging from 1550 to 1750meters above sea level. The climate is semi-desert with average annualprecipitation of 230 millimeters. The summers are dry and comfortable withtemperatures rarely exceeding 30 °C. The winters are cold and windy withtemperatures down to -25°C.Winter conditions prevail from early October through mid-March but snowfall isminimal. 

12
***The Locationof TieJiangYingZi (TJYZ) Cu-Au Property and Oyu Tolgoi*
13
***The locationof TieJiangYingZi Property*
14
*******GeologicalSetting*
******RegionalGeology**. The TJYZ gold rich copperproperty is located within the North China Gold Belt extending along thenorthern margin of the North China Craton, where Proterozoic and Phanerozoicrifting, subduction and collision occurred. 

**Local geology**. The propertyarea is located in the west part of Inner Mongolia platform uplift (I2) and the south of Langshan-Bayan Obo platform marginsag (I5) of North Chinaplatform (I).

15
***Inner Mongolia* Tectonic Setting
1:200,000 Geological Map

                                                                                                              

16

InnerMongolia Copper Gold Property is located at the ductile shear zone which isclosely related to the gold mineralization in the north of Inner Mongolia.  The shearzone and the mineralization structures in the Inner Mongolia Copper GoldProperty are all strike at EW direction. The existing Laoyanghao Gold Mine at the shear zone is located 6km westof  Inner Mongolia property and is the same type of gold.  (see following map)
*Property Geology*
Basedon the 1:5,000 geological mapping conducted in 2006, the late Variscan agelight yellow mid and fine grained porphyry biotite granites expose in thesouthern part of the property area; the grano diabase outcrops occur in thenorthern property area; the mid portion of the property area is covered byfarmlands. 

Theschistosity cleavages are clearly well developed at striking east westdirection in the granite mass of the south area, in which the dense schistositycleavage zones are also found in some locations. The schistosity cleavage zoneshas a close relationship with the gold and copper mineralization and may correlateto the regional east west direction ductile shear zone as in the Figure.
*Mineralization*
Thesampling and mapping works in 2005 and 2006 showed that gold rich coppermineralization occurs both as disseminations and vein systems within the altered intrusive complex.  Gold assays were generally low (lessthan 1 g/mt) but the coppervalues were generally around 1%.

17
***Exploration**; Deep-Probe Induced Polarization Survey*
Theresults of the 2006 geophysical survey and geological mapping were not enoughto justify a drilling program to test its potential for a large-tonnage gold-rich copper deposit.  Therefore a deep-probe IP survey wasconsidered and executed in the year 2007 exploration plan to provide furtherinformation underground to identify the diamond drilling targets.  

Copperassay results from grab samples and chip samples are generally around 1%. Goldassays were generally low (less than 1 g/mt).  Two select grabsamples returned assays of 1,715.8 and 11.9 g/mt Au.
**Description ofOther Properties**
Newportdoes not either own nor lease office space.  At present, offices are provided at nocost to Newport by Mr. Derek Bartlett thePresident and Chief Executive Officer of Newport in Reno,Nevada and Mississauga, Ontario.This arrangement is expected to continue until such time as Newport's activities necessitates itsrelocation, as to which no assurances can be given. Newport has no agreements with respect to themaintenance or future acquisition of an office.
**Item 3. Legal Proceedings**
We were not a party toany legal or regulatory proceedings in the fiscal year ended 2007 nor are weaware of any such proceedings pending.
**Item 4. Submissions of Matters to a Vote of SecurityHolders**
No matter was submittedduring the fourth quarter of our fiscal year to a vote of our security holdersthrough the solicitation of proxies or otherwise.
**PART II**
**Item 5. Market forCommon Equity and Related Stockholder Matters**

**Market Information**

Our common shares are quoted on the Over-the-CounterBulletin Board under the symbol "**NWPG.OB**". The followingquotations reflect the high and low bids for our common stock based oninter-dealer prices, without retail mark-up, mark-down or commission and maynot represent actual transactions. The high and low bid prices for our commonshares (obtained from OTCBB.COM) for each full financial quarter for the twomost recent full fiscal years were as follows:

**Quarter Ended**(1)  (2)

**High**

**Low**

December 31, 2007

$0.60

$0.20

September 30, 2007

$0.65

$0.30

June 30, 2007

$1.01

$0.30

March 31, 2007

$1.01

$0.45

December 31, 2006

$0.62

$0.50

September 30, 2006

N/A

N/A

June 30, 2006

N/A

N/A

March 31, 2006

N/A

N/A

December 31, 2005

N/A

N/A

**Note**s:
(1)
The  quotations above reflect inter-dealer prices, without retail mark-up,  mark-down or commission and may not represent actual transactions.  
(2)
The  Company was originally first quoted on the OTCBB on October 12, 2006 under the  symbol "NWPG". 
**Holders ofCommon Stock**
As of March 27, 2008, wehad 174 stockholders of record holding 18,586,500 shares of common stock.

18
**Dividend Policy**

No dividends havebeen paid to date and none is expected to be paid in the foreseeable future.
EquityCompensation Plan
We do not have anysecurities authorized for issuance under any equity compensation plans.
**Recent Salesof Unregistered Securities**
None.
**Item6. Management Discussion and Analysis**
**ForwardLooking Information.**

This section of theprospectus includes a number of forward- looking statements that reflect ourcurrent views with respect to future events and financial performance.Forward-looking statements are often identified by words like: believe, expect,estimate, anticipate, intend, project and similar expressions, or words which,by their nature, refer to future events. You should not place undue certaintyon these forward-looking statements, which apply only as of the date of thisprospectus. These forward-looking statements are subject to certain risks anduncertainties that could cause actual results to differ materially from historicalresults or our predictions.
**OurProposed Plan of Operation**
*General*

The following discussion and analysis should be readin conjunction with the financial statements, including the notes thereto,appearing elsewhere in this document.

*Plan of Operations*

***Burnt Basin Property***

Newportis a pre-exploration company incorporated under the laws of the State of Nevada on July 16, 2003.We have not commenced active business operations. Newport has obtained an option to acquirenine mineral claims consisting of 47 units (the "Burnt BasinProperty"). These mineral claims entitle us to the minerals located on theBurnt Basin Property subject to the option agreement. However, since title tothe Burnt Basin Property is in the name of Mr. John Carson, should he choose totransfer title to a third party, Newportwould lose the mineral claims. Newportentered into the option agreement with Steve Baran June 18, 2003. Mr. Baran isnot related to Newport.

Newportintends to explore for gold on the Burnt Basin Property. The property islocated approximately 25 kilometres northeast of the City of Grand Forks,British Columbia, Canada. There can be no assurance that valuable mineralsexist on the property until proper geological work and analysis is performed.The property has no proven or probable mineral reserves.

The Burnt Basin mineral claims arewithout known economic mineralization and the proposed program is exploratoryin nature. Newportmust conduct exploration to determine what amount of minerals, if any, exist onthe property and if any minerals which are found can be economically extractedand profitably processed. Specifically, Newportintends to explore for gold on the Burnt Basin mineral claims.

 A very large number of mineraloccurrences are referenced in historic records concerning the Burnt Basinproperty. The known showings include massive lead-zinc-silver mineralization aswell as gold-silver bearing quartz and/or massive pyrrhotite-pyrite veins. Mostof the known areas of mineralization have had little or no recent explorationand most are untested by diamond drilling. A 2-Phase, $800,000 explorationprogram is proposed for the Burnt Basin property. Themandate of Phase 1 of the proposed phased exploration program is to locate,sample and assess all of the known areas of mineralization, to search for newareas of mineralization on the property, and to prioritize the showings forfurther work. High priority areas will be followed up in Phase 2 of theproposed program, by trenching and diamond drilling. The Phase 2 program iscontingent on the results of Phase 1. 

Most of the areas of knownlead-zinc-silver mineralization on the property occur within a 1.5 kilometerlong, east-west trending zone, in the east-central part of the property. Theshowings are similar in character, with mineralization consisting of sphalerite&/or galena with up to 30% magnetite and with lesser chalcopyrite andpyrrhotite, typically within banded argillaceous limestone. Mineralization isgenerally fine-grained and massive. It 

19

occurs as relatively thin, stacked,often discontinuous, lenses and pods. Mineralization is most often conformableto bedding in the limestone, but it may also be cross-cutting. It is frequentlyassociated with intrusive contacts between the limestone and various dykes,sills or plugs. In general, there is little noticeable alteration associatedwith the mineralization. 

Gold-silver showings include lenses orpods of massive pyrite-pyrrhotite, hosted within limestone and metasediments,in a similar setting to the lead-zinc-silver mineralization described above.Auriferous quartz veins also occur, within the sediments and within a largeintrusive that cuts the sediments to the north.

Although many areas of mineralizationare known from historic records, their precise location remains unknown. Acompilation of historic data, followed by detailed prospecting and rocksampling will help to relocate these areas of interest. Given recent loggingdisturbance and new road exposures, detailed prospecting may also be successfulat identifying new areas of mineralization, undetected by the historic work onthe property. A combination of geophysics (airborne and ground), geology andgeochemistry will be used to prioritize targets, and to provide the definitionneeded for follow-up trenching or drilling. Geological mapping will provideinformation regarding orientation, extent and controls of mineralization, sothat follow-up trenching and diamond drilling can be effectively done. Giventhe high sulfide and magnetite content of the lead-zinc-silver mineralization,a combination of magnetic signature and conductivity should be an effectiveexploration tool. Soil geochemistry will help locate areas of near surfacemineralization.

A2-Phase, $800,000 exploration program is proposed for the property. Phase 1 (approximately$260,000) of the proposed exploration program was initiated in the spring of2007. A compilation of historic data on the property was completed during thewinter-spring of 2007, to identify and prioritize areas requiring further work.A helicopter-borne magnetometer and time-domain electromagnetic geophysicalsurvey was flown over the property in April 2007. Ground work was initiated inMay 2007. Property-wide prospecting and rock sampling was undertaken. The mandateof the prospecting and sampling program was to locate historic showings knownfrom the compilation program, to search for new areas of mineralization, and tocharacterize mineralization and prioritize areas for further work. A detailedexploration grid was established over the central part of the property, andsoil sampling was done over the grid. A contract has been signed with ScottGeophysics Ltd. for a ground magnetometer survey over the same grid. Thissurvey was completed in October 2007. Preliminary trenching also planned aspart of the Phase 1 program, to follow-up geochemical and geophysical anomalieswas commended in  October 2007.

Phase 2 (approximately $540,000) ofthe proposed exploration program will be initiated in the spring of 2008, to follow-upon the results of the Phase 1 program. Phase 2 is contingent on the results ofPhase 1, and includes follow-up prospecting and rock sampling, plus additionaltrenching to test geochemical and geophysical anomalies, followed by diamonddrilling.

20
****
**PHASE 1: May - November 2007**

**Compilation of  Historic Data**

=

$

15,000

**Geology &  Geochemistry**

Prospecting & Geological Mapping

=

$

30,000

Rock Geochemistry

=

$

20,000

Soil Geochemistry (including grid  work)

=

$

55,000

$

105,000

**Geophysics**

Airborne Geophysics

=

$

60,000

Ground Magnetometer Survey

=

$

15,000

$

75,000

**Trenching/Stripping**

Excavator costs

=

$

40,000

Analytical costs 

=

$

10,000

$

50,000

**Reporting**

=

$

15,000

**PHASE 1 TOTAL:**

**$**

**260,000**

**PHASE 2: May - November 2008**

**Geochemistry**

Follow-up prospecting and sampling

=

$

20,000

**Trenching/Stripping
Excavator costs

=

$

40,000

Analytical costs 

=

$

10,000

$

50,000

**Diamond Drilling**

3000 meters @ $100/meter

$

300,000

Mobilization costs

$

10,000

Support costs - logging, sampling  core, site preparation

$

95,000

Analytical costs

$

50,000

$

455,000

**Reporting**

=

$

15,000

**PHASE 2 TOTAL:**

**$**

**540,000**

Work on the Burnt Basinproperty has been done under the supervision of consulting geologist LindaCaron, M.Sc., P.Eng,. Ms. Caron obtained a B.A.Sc. in Geological Engineering(Honours) in the Mineral Exploration Option, from the Universityof British Columbia (1985) andgraduated with an M.Sc. in Geology and Geophysics from the University of Calgary(1988). She has practised her profession since 1987 and has worked in themineral exploration industry since 1980. Since 1989, she has done extensivegeological work in Southern B.C., both as an employee of 

21

various explorationcompanies and as an independent consultant. She is a member in good standingwith the Association of Professional Engineers and Geoscientists of B.C. withprofessional engineer status, and a Qualified Person in British Columbia under the definition ofNational Instrument 43-101. Geological work on the property, including trenchmapping and drill core logging, will be done by Ms. Caron.

John Boutwell, TerryPidwerbeski and Alfieda Elden, experienced local prospectors, have completedthe prospecting and rock sampling portion of the Phase 1 program, and willcontinue to provide assistance for the proposed trenching and drillingprograms. Grid work and soil sampling was done, under contract, by HendexExploration Services Ltd. of Prince  George, B.C. The airborne geophysical survey was flownby Aeroquest Ltd. of Mississauga, Ontario, with interpretation of data by Condor Consultingof Denver, Co. The ground magnetometer survey,planned for October 2007, will be completed by Scott Geophysics Ltd. of Vancouver, B.C. Lime Creek Logging of Grand Forks, B.C. will provide equipment andequipment operators for the trenching portion of the program. A qualified drillcontractor will be contracted for the proposed diamond drill program.

 Work to date on the Burnt Basinproperty has included select rock sampling from surface exposures. All rocksample locations have been marked in the field with flagging, on which thesample number has been written. Data was collected for each sample taken,including the sample location, and a description of the extent and nature ofthe mineralization. Sampling was not intended to provide a representativeindication of size or grade of the system, but rather as a first-pass approachto provide that information necessary to locate and characterize themineralization, to understand any zonation within the mineralizing system andto identify and prioritize targets for follow-up trenching and drill testing.Due to lack of exposure, it was generally not possible to collectrepresentative chip samples from outcrop, or to accurately determine true widthof mineralized zones. Rock samples were typically select grab samples fromoutcrop, subcrop or from the dumps of historic workings, collected at irregularintervals. Samples of float were collected in areas where mineralization wasnoted but bedrock was not exposed. The results of select grab sampling are notrepresentative of overall grade and should not be interpreted as such. 

In addition to rocksampling, the company has completed a detailed soil sampling program over thecentral portion of the property. Soil samples were collected at 25 meterintervals on 50 meter spaced lines.

Rock and soil sampleswere stored in a secure storage facility until shipping, via Greyhound, toAssayers Canada Laboratory in Vancouverfor analyses. For rock samples, a 30 gram split of pulverized rock was analysedfor a multi-element ICP suite, following aqua regia digestion, and for gold byfire assay/AA finish. Samples returning greater than 1 g/t gold by FA/AAfinish, were assayed using a fire assay/gravimetric finish. Samples returninggreater than 200 g/t Ag or greater than 10,000 ppm copper, lead or zinc byICP-AES were subsequently assayed. Soil samples were similarly analysed for amulti-element ICP suite, and for gold by FF/AA-ICP finish, on a 15 gram split. 

Assayers Canadaemploys a regular system of standard and duplicate assays. In thecompany's opinion, sample preparation, security, analytical techniquesand Quality Control/Quality Assurance measures are appropriate for thisproperty and stage of exploration.****

Newporthas received an initial geological report and plan of exploration regarding theMongoliamineral claims acquired in November 2006. In order to proceed with this project the Company will have to raise atleast $ 300,000 through private placements or other capital avenues.

To achieve our goals and objectives for the next 12months, we plan to raise additional capital through private placements of ourequity securities and, if available on satisfactory terms, debt financing.

If we are unsuccessful in obtaining new capital, ourability to continue our exploration programs and meet our current financialobligations could be adversely affected.

***Mongolia******Property***

Mineralogy & Site Specific Geology

Based on the report prepared by Uldis Abolins in April24, 2005, the only bedrock exposure was in the abandoned mining pit, the restoccurred as rubble piles and detritus in pits. Gold assays were generally low(less than 1 g/mt) but the copper values were generally around 1%.

In November 2004 additional samples were taken inorder to have a grasp of mode of mineralization and what makes high grade gold.Five samples were taken from previously sampled sites, but in this instance wedug deeper. 

22

With depth we found a few patches of chalcopyrite,usually with very good sericite and silica flooding and these samples returnedgood gold and of course excellent copper values. Gold ranged from 0.81 to 21.14g/mt and copper better than 1 %".

In 2006, a 1:5,000 geological mapping was conductedfor the whole property area.  In thegranite outcrops of the south of the property area, five alteration andmineralization zones hosted by the granite were identified, striking at eastwest direction, in which the second zone from the north is the largest one with1.4 km long and more than 10 m wide. A stronger mineralization appears in thewest part of this zone, in which copper and gold ore bodies can be observed inthe abandoned mining pit.  Thestrong ferritization, jarosite, and stockwork quartz veins appear within the 6meter wide of the fractured granite host rock.  The gold-rich copper mineralization,occurring as malachite, is closely associated with the strong silicify rocksand stockwork quartz veins.  

The sampling and mapping works in 2005 and 2006 showedthat gold rich copper mineralization occurs both as disseminations and veinsystems within the altered intrusive porphyry granite.

Alteration in the form of malachite, sericite, andsilica flooding and quartz veining was found in the exposed outcrops in theabandoned mining pit. The intrusive complex contains a variety of styles ofconductive minerals including disseminations of pyrite and chalcopyrite. 

Deep-Probe IP Survey Results & Interpretations

A deep probe IP survey was carried out in 2007.

Interpretation of the chargeability and resistivityresults were made from the pseudosections plotted as Figure for the 9 linedeep-probe survey. Interpretation is a complex and largely subjective issueparticularly when there is no data available on the electrical properties ofthe subcropping lithology. Therefore quantification of the results can not bepresented.

It is important to recognize that the measured valuesshown on pseudosection are apparent values of chargeability and resistivityonly. The apparent effect is influenced by many variables and includes size,depth, attitude and electrical properties of the source and the electrodeinterval used. Grain size of conductive material (sulphide mineralization) andwhether there is continuous or discontinuous interconnection of the grains willaffect the apparent chargeability values. Hence the interpretation of apparentchargeability and apparent resistivity cannot be too detailed because of thecomplex interaction of many dependent and independent variables.

However inspection of the relative quantitativechargeability and resistivity values displayed on the pseudosections canprovide diagnostic support as to the probable extent of the anomalous zones andthe possible causes of the electrical phenomena observed. Results from previousgeological and geophysical data do assist interpretation of the IP results.

The interpretations were made on the basis ofinspection of the IP data gathered in this survey in conjunction with knowledgeof the geological mapping and central gradient IP conducted in 2006. 

Based on the IP results of 2006, a gentle slopecontour diagram of chargeability pattern with chargeability range from 2% to2.4% is recognized close to south of the abandoned mining pit.  The major axis of the ellipse of this IPpattern has the same striking direction (EW) with the exposed gold-copper orebody, indicating the exposed ore body's deep extension to the southdip.  Therefore, the gentle slope ofclosed contour diagram with IP chargeability range of 2% and up in this areacould be considered as the significant IP anomaly indicator. 

Interpretation and Conclusion

The geological studies conducted in 2005 sampling and2006 mapping indicated that gold and copper mineralization in the form ofdisseminations and veins were found within the zone of fracturedalteration.  A shallow-probe centralgradient IP survey in 2006 narrowed down the targets to the alteration zones inthe porphyry granite in the southern property area.  Accordingly it was decided to conduct adeep-probe IP survey over the southern property area to view the electricalproperties of the rocks at depth within the porphyry granite.

The deep-probe IP results were most encouraging froman exploration point of view as they indicate that the chargeability increasesignificantly below the shallow level tested in the 2006 central gradient IPsurvey.  The deep-probe IP anomalypatterns are believed to be more like the porphyry copper host zones. 

 

23

**Off-balancesheet arrangements**

As of December 31, 2007, Newport has had no off-balance sheetarrangements.

*Loss Per Period/General and Administrative Expenses*

Newport's netloss for the year ended December 31, 2007 was $(507,640) compared to $(339,331)for the year ended December 31, 2006.

*Liquidity and Capital Resources Liquidity*

As of December 31, 2007, Newporttotal cash on hand was $59,071 ($129,366 – December 31, 2006). Newport had $ 730,237 ($329,293- December 31, 2006) in liabilities of which $193,578 ($193,578 - December 31, 2006)is owed due to related parties and $236,659 ($135,715 - December 31, 2006) isowed for Accounts Payable.

Our cash reserves are not sufficient to meet ourobligations for the next twelve-month period.  We will require additional funding inorder to cover all anticipated administration costs and to proceed with ourproposed exploration program on the Burnt Basin property, estimatedto cost a minimum of $540,000 over the next twelve months.  We do not have any arrangements in placefor any future equity financing and there is no guarantee we will be able toobtain the funding necessary to continue as a going concern                                                                                                                
**Item 7. FinancialStatements**
Our fiscal year end isDecember 31st.

Our audited financialstatements for the year ended December 31, 2007:

24
****
**NEWPORT GOLD, INC.****(An Exploration Stage Company)Consolidated Financial StatementsDecember 31, 2007 and 2006****(US Dollars)**
****Index****Page**  **Report of Independent Registered Public Accounting Firm**F-1  **Consolidated     Financial Statements**        Consolidated Balance SheetsF-2       Consolidated Statements of Operations F-3       Consolidated Statements of Stockholders' Deficit F-4-5       Consolidated Statements of Cash Flows F-6       Notes to Consolidated Financial StatementsF-7-17
25
********Pannell Kerr Forster** **PKF****INTERNATIONAL**   7th Floor Marine Building   355 Burrard Street   Vancouver, B.C.,   Canada, V6C 2G8   Telephone: 604.687.1231   Facsimile: 604.688.4675**
 

**REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM**

**TO THE STOCKHOLDERS AND DIRECTORS OFNEWPORT GOLD, INC.(An Exploration Stage Company)**

We have audited the consolidatedbalance sheets of Newport Gold, Inc. (an exploration stage company) as atDecember 31, 2007 and 2006 and the consolidated statements of operations,stockholders' equity and cash flows for the years ended December 31, 2007and 2006 and the period from July 16, 2003 (inception) throughDecember 31, 2007.  Thesefinancial statements are the responsibility of the Company's management.  Our responsibility is to express anopinion on these financial statements based on our audits.

We conducted our audits in accordancewith the standards of the Public Company Accounting Oversight Board("PCAOB") in the United  States of America.  Those standards require that we plan andperform an audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement.  An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that ouraudits provide a reasonable basis for our opinion.

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all materialrespects, the financial position of the Company as at December 31, 2007 and2006 and the results of its operations and its cash flows for the years endedDecember 31, 2007 and 2006 and the period from July 16, 2003 (inception)through December 31, 2007 in conformity with accounting principles generallyaccepted in the United States of America.

The accompanying financial statementshave been prepared assuming the Company will continue as a going-concern.  The Company will need additional workingcapital for its planned activities, which raises substantial doubt about itsability to continue as a going-concern. Management's plans in regard to these matters are described innote 2 to the financial statements. These consolidated financial statements do not include any adjustmentsthat might result from the outcome of this uncertainty.

*/s/ PannellKerr Forster*Chartered Accountants(registered with the PCAOB as "Smythe Ratcliffe")

Vancouver, CanadaMarch 27, 2008

F-1

26

**NEWPORTGOLD, INC.(An Exploration Stage Company)Consolidated Balance SheetsDecember 31(US Dollars)**

**2007**

**2006**

**Assets**

**Current**

    Cash

$

59,071

$

129,366

**Reclamation Bond**

9,304

0

**Mineral Interests** (note 5)

2,251,434

285,576

**Equipment** (note 6)

3,102

3,390

**Total Assets**

$

2,322,911

$

418,332

**Liabilities**

**Current**

    Accounts payable  and accrued liabilities

$

236,659

$

135,715

    Due to related  parties (note 7)

193,578

193,578

430,237

329,293

    Loan payable  (note 11)

300,000

0

**Total Liabilities**

730,237

329,293

**Stockholders'  Equity**

**Capital Stock**

    Authorized

       100,000,000  common shares with a par value of  $0.001 per share

    Issued and  outstanding 

         18,186,500  (2006 - 15,075,000) common shares (note 8)

18,186

15,075

    Additional  paid-in capital

2,619,364

770,575

**Other Comprehensive Income (Loss)**

152,943

(6,432)

**Deficit**

(1,197,819)

(690,179)

**Total Stockholders' Equity**

1,592,674

89,039

**Total Liabilities and  Stockholders' Equity**

$

2,322,911

$

418,332

Subsequent events (Note 12)

See notes to consolidated financial statements.

F-2

27

**NEWPORTGOLD, INC.(An Exploration Stage Company)Consolidated Statements of Operations(US Dollars)**

**Cumulative**

**Period**

**from July 16,**

**2003**

**(Inception)**

**Through**

**Years Ended December 31,**

**December 31,**

**2007**

**2006**

**2007**

**Expenses**

   Geological  consulting fees (note 7)

$

269,678

$

121,353

$

473,667

   Accounting  and legal

104,943

43,451

233,430

     Resource property expenditures

95,000

0

95,000

   Office and  travel

18,736

37,527

92,168

   Filing and  transfer agent fees

12,595

5,331

23,174

   Foreign  exchange loss (gain)

5,680

0

(128)

   Consulting

0

110,000

110,000

   Investor  relations (note 7)

0

11,359

114,525

   Expenditures  on resource properties 

0

8,800

53,465

   Amortization

1,008

1,510

2,518

**Net Loss**

507,640

339,331

1,197,819

**Other Comprehensive Income**

(159,375)

(577)

(152,943)

**Total Comprehensive Loss**

$

348,265

$

338,754

$

1,044,876

**Loss Per Share**

$

0.02

$

0.03

**Weighted Average Number of Common**

   **Shares Outstanding**

16,326,449

11,742,616

See notes to consolidated financial statements.

F-3

28

**NEWPORTGOLD, INC.(An Exploration Stage Company)****ConsolidatedStatements of Stockholders' EquityPeriod fromJuly 16, 2003 (Inception) through December 31, 2007****(US Dollars)**

Accumulated

Deficit

Total

Additional

Share

Other

During  

Stockholders'

Par

Paid-in

Subscriptions

Comprehensive

Exploration

Equity

Shares

Value

Capital

Received

Income  (Loss)

Stage

(Deficit)

(note 3(e))

(note 3(e))

Share subscriptions

    -  cash

0

$        0

$        0

$   93,150

$             0

$               0

$     93,150

    -  property

0

0

0

22,500

0

0

22,500

Foreign currency

  translation adjustment

0

0

0

0

(3,409)

0

(3,409)

Net loss

0

0

0

0

0

(161,681)

(161,681)

Balance,

    December  31, 2003

   0

   0

   0

115,650

(3,409)

(161,681)

(49,440)

Foreign currency

    translation  adjustment

0

0

0

0

(1,124)

0

(1,124)

Net loss

0

0

0

0

0

(95,960)

(95,960)

Balance,

    December  31, 2004

   0

   0

   0

115,650

(4,533)

(257,641)

(146,524)

Share subscriptions

    -  cash

0

0

0

144,000

0

0

144,000

Foreign currency

    translation  adjustment

0

0

0

0

(2,476)

0

(2,476)

Net loss

0

0

0

0

0

(93,207)

(93,207)

Balance,

    December  31, 2005

   0

   0

   0

259,650

(7,009)

(350,848)

(98,207)

Common shares issued

    for  cash (note 8(b))

4,200,000

4,200

271,800

0

0

0

276,000

Common shares issued

    for  mining claims

    (note  8(b))

2,500,000

2,500

247,500

0

0

0

250,000

Common shares issued

    for  share subscriptions

8,375,000

8,375

251,275

(259,650)

0

0

0

Foreign currency

    translation  adjustment

0

0

0

0

577

0

577

Net loss

0

0

0

0

0

(339,331)

(339,331)

Balance,

    December  31, 2006

15,075,000

$15,075

$770,575

$             0

$   (6,432)

$  (690,179)

$     89,039

See notes to consolidated financial statements.

F-4

29

**NEWPORT GOLD,INC.(An Exploration Stage Company)****ConsolidatedStatements of Stockholders' Equity (Continued)Period fromJuly 16, 2003 (Inception) through December 31, 2007****(US Dollars)**

Accumulated

Deficit

Total

Additional

Share

Other

During  

Stockholders'

Par

Paid-in

Subscriptions

Comprehensive

Exploration

Equity

Shares

Value

Capital

Received

Income  (Loss)

Stage

(Deficit)

(note 3(e))

(note 3(e))

Balance,

    December  31, 2006

15,075,000

$15,075

$   770,575

$             0

$   (6,432)

$    (690,179)

$     89,039

Common shares issued

    for  mining claims

    (note  8(b))

3,111,500

3,111

1,848,789

0

0

0

1,851,900

Foreign currency

    translation  adjustment

0

0

0

0

159,375

0

159,375

Net loss

0

0

0

0

0

(507,640)

(507,640)

Balance,

    December  31, 2007

18,186,500

$18,186

$2,619,364

$             0

$ 152,943

$ (1,197,819)

$ 1,592,674

See notes to consolidated financial statements.
F-5
30** NEWPORT GOLD, INC.(An Exploration Stage Company)Consolidated Statements of Cash Flows(US Dollars)** 
**Cumulative**

**Period**

**from July 16,**

**2003**

**(Inception)**

**Through**

**Years Ended December 31,**

**December 31,**

**2007**

**2006**

**2007**

**Operating Activities**

   Net loss

$

(507,640)

$

(339,331)

$

(1,197,819)

   Items not  involving cash

      Amortization

1,008

1,510

2,518

      Shares  issued for property           agreement extension

47,611

0

47,611

(459,021)

(337,821)

(1,147,690)

   Changes in  operating assets

      Prepaid  expenses

(8,588)

447

(8,562)

      Accounts  payable and accrued liabilities

70,806

8,225

209,262

      Due  to related parties

(31,380)

37,859

158,117

30,838

46,531

358,817

**Cash Used in Operating Activities**

(428,183)

(291,290)

(788,873)

**Investing Activities**

   Purchase  of equipment

0

(5,034)

(5,034)

   Acquisition  of resource property

0

0

(12,364)

**Cash Used in Investing Activities**

0

(5,034)

(17,398)

**Financing Activities**

   Loan  payable

276,899

0

276,899

   Common  shares issued

0

276,000

276,000

   Subscriptions  received (note 8)

0

0

237,150

**Cash Provided by Financing Activities**

276,899

276,000

790,049

**Outflow of Cash**

(151,284)

(20,324)

(16,222)

**Effect of Exchange Rate Change on**

   **Cash Balance Held in Foreign**

   **Currencies**

80,989

(1,830)

75,293

**Cash, Beginning of Year**

129,366

151,520

0

**Cash, End of Year**

$

59,071

$

129,366

$

59,071

**Non-Cash Financing Activity**

**  **Common stock issued for properties

$

1,851,900

$

250,000

$

2,222,325

See notes toconsolidated financial statements.

F-6

31

**NEWPORTGOLD, INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended December 31, 2007 and 2006 and the Period fromJuly 16, 2003 (Inception) Through December 31, 2007(US Dollars)**

**1.              ****OPERATIONS AND BASIS OFPRESENTATION**

Newport Gold, Inc. (the"Company") was incorporated under the laws of Nevada on July 16, 2003, and isinvolved in the acquisition, exploration and development of mineral and energyproperties.  The Company iscurrently evaluating opportunities both in the mineral sector andotherwise.  The Company is in theexploration stage and follows the provisions of Statement No. 7 of theFinancial Accounting Standards Board ("FASB").

These consolidated financialstatements include the accounts of the Company and its wholly-owned Canadiansubsidiary, 2038052 Ontario Inc., incorporated under the laws of the province of Ontario,Canada.

**2.              ****GOING-CONCERN**

These financial statements have beenprepared in accordance with accounting principles generally accepted in the United States of Americaon a going-concern basis.  Thispresumes funds will be available to finance on-going development, operationsand capital expenditures, and the realization of assets and payment ofliabilities in the normal course of operations for the foreseeable future.

The general business strategy of theCompany is to explore and research existing mineral properties and topotentially acquire further claims either directly or through the acquisitionof operating entities.  Thecontinued operations of the Company depends upon the recoverability of mineralproperty reserves, confirmation of the Company's interest in theunderlying mineral claims, the ability of the Company to obtain necessaryfinancing to complete the development of these claims and upon the futureprofitable production of the claims. There continues to be insufficient funds to provide enough workingcapital to fund ongoing operations for the next twelve months.  Management intends to raise additionalcapital through share issuances to finance its exploration on the Burnt BasinProperty and Inner Mongolia Property as described in note 5.

The Company has a working capitaldeficit of $371,166 (2006 - $199,927), has an accumulated deficit during theexploration stage of $1,197,819 (2006 - $690,179), has not generated anyoperating revenue to date, and has no capital resources presently available tomeet obligations, which normally can be expected to be incurred by similar companies.  These factors raise substantial doubtabout the Company's ability to continue as a going-concern, which isdependent on the Company's ability to obtain and maintain an appropriatelevel of financing on a timely basis and to achieve sufficient cash flows tocover obligations and expenses.  Theoutcome of the above matters cannot be predicted at this time.  These financial statements do not giveeffect to any adjustments to the amounts and classifications of assets andliabilities, which might be necessary should the Company be unable to continueas a going-concern.

F-7

32
**NEWPORTGOLD, INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended December 31, 2007 and 2006 and the Period fromJuly 16, 2003 (Inception) Through December 31, 2007(US Dollars)**
**3.            ****SIGNIFICANTACCOUNTING POLICIES**

(a)          Basis ofpresentation

These financial statements are prepared in accordancewith accounting principles generally accepted in the United States of America and areexpressed in US dollars.

(b)          Principles ofconsolidation

The accompanying consolidated financial statementsinclude the accounts of the Company and its wholly-owned subsidiary, 2038052Ontario Inc.  All intercompanybalances and transactions have been eliminated on consolidation.

(c)          Use ofestimates

The preparation of financial statements in conformitywith accounting principles generally accepted in the United States of Americarequire management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements, and the reported amountsof revenues and expenses during the reporting period.  Significant estimates include therecoverability of resource properties, accrued liabilities, rate ofamortization and the valuation allowance for deferred income tax assets.  Management believes the estimates arereasonable; however, actual results could differ from those estimates and couldimpact future results of operations and cash flows.  

(d)          Foreigncurrency translation

The Company's operations and activities areconducted principally in Canada;hence the Canadian dollar is the functional currency.  The Company translates financialstatements into the functional currency as follows: non-monetary assets andliabilities are translated at historical rates; monetary assets and liabilitiesare translated at exchange rates in effect at the end of the year; and expensesare translated at average rates for the year.  Gains and losses from translation offoreign currency into the functional currency are included in current resultsof operations.  Gains and lossesresulting from foreign currency transactions are also included in currentresults of operations.

The Company's reporting currency is the United Statesdollar.  The Company translatesfinancial statements into the reporting currency as follows: assets andliabilities are translated at the rates of exchange on the balance sheet date,and revenues and expenses are translated at average rates of exchange duringthe period.  The resultingtranslation adjustments are included as part of other comprehensive income.

(e)          Mineralproperty acquisition payments and exploration costs

TheCompany adopted the provisions of EITF 04-2, *"WhetherMineral Rights are**Tangible or Intangible Assets"*, and FSP FAS 141-1 and 142-1, whichconcluded that mineral rights are tangible assets.  Accordingly, the Company capitalizescertain costs related to the acquisition of mineral rights.

F-8

33
****
**NEWPORTGOLD, INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended December 31, 2007 and 2006 and the Period fromJuly 16, 2003 (Inception) Through December 31, 2007(US Dollars)**

**3.         SIGNIFICANTACCOUNTING POLICIES**(Continued)

(f)           Amortization

Equipment is recorded at cost.  Expenditures for major additions andimprovements are capitalized; minor replacements, maintenance and repairs arecharged to expense as incurred. When property and equipment are retired or otherwise disposed of, thecost and accumulated depreciation are removed from the accounts and anyresulting gain or loss is included in the results of operations for therespective period.  Amortization isprovided over the estimated useful lives of the related assets using the declining-balancemethod for financial statement purposes. The Company uses other depreciation methods (generally accelerated) fortax purposes where appropriate. Amortization of equipment is calculated at 30% on the declining-balancebasis.

(g)          Income taxes

The Company accounts for income taxes in accordancewith Statement of Financial Accounting Standards (SFAS) No. 109.  Under the asset and liability method ofSFAS No. 109, deferred tax assets and liabilities are recognized for future taxconsequences attributable to differences between the financial statementcarrying amounts of existing assets and liabilities and are measured using theenacted tax rates expected to apply to taxable income in the years in whichthose temporary differences are expected to be recovered or settled.  Under SFAS No. 109, the effect ondeferred tax assets and liabilities of a change in tax rates is recognized inincome in the period that includes the enactment date.

(h)          Basic loss pershare

In accordance with SFAS No. 128, *"Earnings Per Share"*, basicloss per common share is computed by dividing net loss applicable to commonstockholders by the weighted average number of common shares outstanding.  The Company had no stock options,warrants or other common stock equivalents outstanding during the years endedDecember 31, 2007 or 2006.

(i)            Othercomprehensive income

Comprehensive income consists of net income and othergains and losses affecting stockholders' equity that under generallyaccepted accounting principles are excluded from net income.  For the Company, such items consistprimarily of foreign currency translation gains and losses.

F-9

34
****
**NEWPORTGOLD, INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended December 31, 2007 and 2006 and the Period fromJuly 16, 2003 (Inception) Through December 31, 2007(US Dollars)**
**3.        SIGNIFICANT ACCOUNTING POLICIES**(Continued)

(j)            Asset retirement obligations

TheCompany has adopted the provisions of SFAS 143, *"Accounting for AssetRetirement Obligations"*.The basis of this policy is the recognition of a legal liability forobligations relating to the retirement of property, plant and equipment, andobligations arising from the acquisition, construction, development or normaloperations of those assets.  Suchasset retirement costs must be recognized at fair value when a reasonableestimate of fair value can be estimated in the period in which the liability isincurred.  A corresponding increaseto the carrying amount of the related asset, where one is identifiable, isrecorded and amortized over the life of the asset.  Where a related future value is noteasily identifiable with a liability, the change in fair value over the courseof the year is expensed.  The amountof the liability is subject to re-measurement at each reporting period.  The estimates are based principally onlegal and regulatory requirements.

It is possible that the Company's estimates of itsultimate reclamation and closure liabilities could change as a result of changesin regulations, changes in the extent of environmental remediation required,changes in the means of reclamation, or changes in cost estimates.  Changesin estimates are accounted for prospectively commencing in the period theestimate is revised.   

Noliability has been recorded as the Company is in the exploration stage on itsproperties and, accordingly, no environmental disturbances have occurred.  There is no effect on prior years as aresult of adopting this new accounting policy.

(k)          Reclamation bond

Reclamation bondrepresents cash held in term deposit intended to cover any environmental orreclamation obligations arising from the Company's resource properties.Management believes funds in place are adequate to meet any future potentialliability.  These bonds are aprerequisite to drilling on the properties.

(l)            Stock-based compensation

The Company accountsfor stock-based compensation using the fair value based method with respect toall stock-based payments to directors, employees and non-employees, includingawards that are direct awards of stock and call for settlement in cash or otherassets, or stock appreciation rights that call for settlement by the issuanceof equity instruments.  Under thismethod, stock-based payments are recorded as an expense over the vesting periodor when the awards or rights are granted, with a corresponding increase tocontributed surplus.  When stockoptions are exercised, the corresponding fair value is transferred fromcontributed surplus to capital stock

F-10

35

**NEWPORTGOLD, INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended December 31, 2007 and 2006 and the Period fromJuly 16, 2003 (Inception) Through December 31, 2007(US Dollars)**
**3.            ****SIGNIFICANT ACCOUNTING POLICIES**(Continued)
(m)          Recent accounting pronouncements

(i)            FAS 157, *"Fair Value Measurements"*. This new standard provides guidance for using fair value to measureassets and liabilities and applies whenever other standards require (or permit)assets or liabilities to be measured at fair value but does not expand the useof fair value in any new circumstances. The provisions of this statement are effective for financial statementsissued for fiscal years beginning after November 15, 2007, and interim periodswithin those fiscal years.  TheCompany expects that this new pronouncement will have no impact on theCompany's consolidated financial statements.

(ii)           FAS 159, *"Fair Value Option for Financial Assets and Financial Liabilities"*.  The fair value option established bythis statement permits all entities to choose to measure eligible items at fairvalue at specified election dates. Most of the provisions of this statement apply only to entities thatelect the fair value option. However, the amendment to FASB Statement No. 115, *"Accounting for Certain Investments in Debt and Equity Securities"*,applies to all entities with available-for-sale and trading securities.  This statement is effective as of thebeginning of an entity's first fiscal year that begins afterNovember 15, 2007.  TheCompany expects that this new pronouncement will have no impact on theCompany's consolidated financial statements.

(iii)          FIN 48, *"Accounting for Uncertainty in Income Taxes"*, prescribes a recognitionthreshold and measurement attribute for the financial statement recognition andmeasurement of a tax position taken or expected to be taken in a taxreturn.  The provisions of FIN 48are effective for fiscal years beginning after December 15, 2006.  The provisions of FIN 48 are to beapplied to all tax positions upon initial adoption of this standard.  This new pronouncement has had no impacton the Company's consolidated financial statements.

(iv)         In December 2007, the FASB issued SFAS No. 141(R), *"Business Combinations"* (SFAS 141(R)), which replaces SFAS 141 requiresassets and liabilities acquired in a business combination, contingentconsideration, and certain acquired contingencies to be measured at their fairvalues as of the date of acquisition. SFAS 141(R) also requires that acquisition-related costs andrestructuring costs be recognized separately from the businesscombination.  SFAS 141(R) iseffective for fiscal years beginning after December 15, 2008 and will beeffective for business combinations entered into after January 1, 2009.

(v)          In December 2007, the FASB issued SFAS No. 160, *"Non-Controlling Interests in Consolidated Financial Statements"*, an Amendmentof ARB No. 51 (SFAS 160).  SFAS 160clarifies the accounting for non-controlling interests and establishesaccounting and reporting standards for the non-controlling in a subsidiary,including classification as a component of equity.  SFAS 160 is effective for fiscal yearsbeginning after December 15, 2008. The Company does not currently have any minority interests.

F-11

36

**NEWPORTGOLD, INC.(An Exploration StageCompany)Notes to ConsolidatedFinancial StatementsYears Ended December 31, 2007and 2006 and the Period from July 16, 2003 (Inception) Through December 31,2007(US Dollars)**

**4.              ****FINANCIAL INSTRUMENTS**

(a)          Fair value

The carrying values of cash, andaccounts payable and accrued liabilities approximate their fair values becauseof the short-term maturity of these financial instruments.

The fair values of due to related parties and loan payable cannot bereasonably estimated, as no liquid and active market exists for such instruments.

(b)          Interest rate risk

The Company is not exposed to interest rate risk as the Company has nointerest bearing monetary liabilities.

(c)          Credit risk

The Company is exposed to credit risk with respect to its cash; however,this risk is minimized as cash is placed with major financial institutions.

(d)          Currency risk

The Company is exposed to foreign currency fluctuations to the extentexpenditures incurred by the Company are not denominated in the functionalcurrency.

**5.              MINERAL INTERESTS**

The mineral interests comprise a significant portion of the Company'sassets.  Realization of theCompany's investment in these assets is dependent upon the establishment oflegal ownership, the attainment of successful production from the properties orfrom the proceeds of their disposal.

Although the Company has taken steps to verify the title to mineralproperties in which it has an interest in accordance with industry standardsfor the current stage of exploration of such properties, these procedures donot guarantee the Company's title. Property title may be subject to unregistered prior agreements ortransfers and title may be affected by undetected defects.

(a)          On June 18, 2003, the Company entered into an optionagreement to acquire nine mineral claims consisting of 47 units, each unitconsisting of approximately 25 hectares, title to which is held by anunrecorded warranty deed. The mineral claims are located 25 kilometresnortheast of Grand Forks, British Columbia, Canada,known as the Burnt Basin mineral claims numbered393541, 393542, and 393681 to 393687. The option agreement is subject to anunderlying agreement dated July 29, 2002 between the property owners and theoptionor.

Under the terms of the optionagreement, the Company can acquire a 100% undivided interest in the property,subject to two separate net smelter return royalties ("NSR")(totalling 2%), and cash and share payments totalling $12,364 (Cdn $17,000)(paid) and 225,000 shares of common stock (issued) (note 8).  The Company must also incur explorationexpenses totalling $252,194 (Cdn $250,000) over a three-year period, endingJune 18, 2006.  On July 18, 2007,the Company received an extension on completing the required expenditures toJune 18, 2008.

F-12

37

**NEWPORT GOLD, INC.(An Exploration Stage Company)Notes to ConsolidatedFinancial StatementsYears Ended December 31, 2007and 2006 and the Period from July 16, 2003 (Inception) Through December 31,2007(US Dollars)**

**5.         MINERAL INTERESTS** (Continued)

(a)        (Continued)

The first NSR consists of a 1% NSR payable to the property owner capped at$252,194 (Cdn $250,000), that will be provided by making annual $10,006 (Cdn$10,000) prepaid NSR payments beginning in September 2003 ($42,816 (Cdn$50,000) paid to December 31, 2007). A further 1% NSR is payable to the optionor.  One-half of the latter 1% NSR may bebought out for the sum of $504,388 (Cdn $500,000).

To date, the Company has not performed any work on the property other thansome mapping and compilation.  TheCompany is presently in the pre-exploration state and there is no assurancethat a commercially viable mineral deposit exists in the property until furtherexploration is done and a comprehensive evaluation concludes economic and legalfeasibility.  The Company intends todevelop mineral deposits it finds, or enter into a joint venture with anothercompany with more experience at that stage of operation.

(b)          By agreement dated November 17, 2006, the Companyacquired an option to earn a 40% interest in a 50% interest held by theoptionors (20% interest in an option to acquire the property) in certainmineral exploration rights located in Inner  Mongolia, China.  The option agreement is subject to anunderlying agreement dated February 1, 2006 between the vendor and theoptionors.

In order to earn its entitled interest in the property, the Company issued2,200,000 common shares to the optionors and an additional 300,000 commonshares to the vendor of the property at $0.10, a price estimated to be fairvalue.  The Company also granted a2.2% NSR to the optionors on all metals produced from the optionors'interest in the property.  Theoptionors also granted the Company a first right of refusal to acquire theremainder of their option interest in the property (an option to earn a 50%option interest in the property) for a period of one year.

In addition to the 2,200,000 common shares issued as noted above, theCompany must issue an additional 500,000 common shares to the vendor byFebruary 1, 2009 and incur $750,000 of exploration expenditures, of which$250,000 of exploration expenditures must be expended by February 1, 2008.  The Company issued 100,000 common sharesas consideration for the extension.

By agreement dated August 7, 2007, the Company exercised its option to earnthe remaining 30% option interest in the property.  In order to earn the additional 30%option interest in the property, the Company issued 3,011,500 common shares tothe optionors.  These shares wereissued at $0.60 per share, a price determined to be fair value.

**6.              EQUIPMENT**

**2007**

Accumulated

Cost

Amortization

Net

Equipment

$

5,760

$

2,658

$

3,102

F-13

38

**NEWPORT GOLD, INC.(An Exploration StageCompany)Notes to ConsolidatedFinancial StatementsYears Ended December 31, 2007and 2006 and the Period from July 16, 2003 (Inception) Through December 31,2007(US Dollars)**

**6.           EQUIPMENT**(Continued)

**2006**

Accumulated

Cost

Amortization

Net

Equipment

$

4,900

$

1,510

$

3,390

**7.              RELATED PARTY TRANSACTIONS**

(a)          As at December 31, 2007, the Company owed the son of the president of theCompany $48,239 (2006 - $48,239) for investor relations services. Theamount owed is without interest or stated terms of repayment and is unsecured.

(b)          During the year ended December 31, 2007, the Company was charged $0(2006 -$36,586) for geological consulting fees, which were incurred by theCompany's president.  As atDecember 31, 2007, the president is owed $145,339 (2006 - $145,339), whichis included in due to related parties. The amount owed is without interest orstated terms of repayment and is unsecured.

All transactions with related partiesare in the normal course of operations and are measured at the exchange amount,which is the amount of consideration agreed to between the parties.

**8.            CAPITAL STOCK**

(a)          Authorized 

            100,000,000common shares with a par value of $0.001 per share.

(b)          Issued and outstanding

As at December 31, 2004, the Company had received $93,150 towards theissuance of 8,150,000 common shares of the Company.  This includes founder's shares of7,150,000 at a deemed price of $0.001 per share and 1,000,000 shares to beissued at prices ranging from $0.04 to $0.20 under various private placementagreements entered into during the initial period ended December 31, 2003.  The Company also committed to issue225,000 shares at $0.10 per share, a price determined to be fair value, towardsthe acquisition of the Burnt Basin property (note 5) as of December 31, 2004.

Subscription proceeds in the amount of $144,000 towards the issuance of1,440,000 shares were collected in 2005; however, no shares were issued untilJanuary 11, 2006.

On January 18, 2006, 525,000 common shares were issued for cash at a priceof $0.10 per share.

On January 20, 2006, 525,000 common shares were issued for cash at a priceof $0.10 per share.

On January 24, 2006, 510,000 common shares were issued for cash at a priceof $0.10 per share.

F-14

39

**NEWPORT GOLD, INC.(An Exploration StageCompany)Notes to ConsolidatedFinancial StatementsYears Ended December 31, 2007and 2006 and the Period from July 16, 2003 (Inception) Through December 31,2007(US Dollars)**

**8.         CAPITAL STOCK**(Continued)

(b)        Issuedand outstanding (Continued)

On October 30, 2006, 700,000 common shares were issued in an offshoretransaction at $0.10 per share under Regulation's Exemption.  These shares cannot be sold to a US citizen or through a US stock exchange for a period ofone year and only after a full registration statement is filed and cleared bythe Securities and Exchange Commission ("SEC").

On November 17, 2006, 2,500,000 common shares were issued at a price of$0.10 per share, a price determined to be fair value, for the acquisition of anoption to acquire an interest in a mineral property in Inner Mongolia, China.

On November 22, 2006, 500,000 common shares were issued in an offshoretransaction at $0.10 per share under Regulation's Exemption.  These shares cannot be sold to a US citizen or through a US stock exchange for a period ofone year and only after a full registration statement is filed and cleared bythe SEC.

On April 12, 2007, 100,000 common shares were issued at $0.45 per share,a price determined to be fair value, to extend for one year the completion of$500,000 of exploration expenditures for the mineral property located in Inner Mongolia, China.

On August 7, 2007, 3,011,500 common shares were issued at $0.60 pershare, a price determined to be fair value, for the acquisition of theremaining 30% of the 50% interest in a mineral property in Inner Mongolia, China.

**9.          INCOMETAXES**

TheCompany has accumulated non-capital losses for Canadian and US income taxpurposes of $677,129 that expire as follows:

2023

$

146,567

2024

70,590

2025

82,739

2026

234,271

2027

142,962

$

677,129

Thereconciliation of income tax provision computed at effective statutory rates tothe reported income tax provision is as follows:

**2007**

**2006**

Income tax benefit computed at statutory rates

$

(177,674)

$

(121,918)

Non-deductible expenses

1,988

1,102

Amounts allocated to resource pool

127,637

45,845

Unrecognized tax losses

48,049

74,971

$

0

$

0

F-15

40

**NEWPORT GOLD, INC.(An Exploration StageCompany)Notes to ConsolidatedFinancial StatementsYears Ended December 31, 2007and 2006 and the Period from July 16, 2003 (Inception) Through December 31,2007(US Dollars) **

**9.         INCOME TAXES**(Continued)

The components of the deferred income tax assets are as follows:

**2007**

**2006**

Unused net loss carry-forwards in the US at 35% (2006 - 35%)

$

50,037

$

0

Unused net loss carry-forwards in Canada at 26% (2006 - 35%)

141,332

162,832

Tax over book (book over tax) value of resource properties

            at  26% (2006 - 35%)

196,015

(30,031)

387,384

132,801

Valuation allowance

(387,384)

(132,801)

Net deferred income tax assets

$

0

$

0

The future benefit of these losscarry-forwards and the resource deductions have not been recorded in theseconsolidated financial statements as the Company estimates that these taxassets, more likely than not, will not be realized.

**10.         SEGMENTDISCLOSURES**

Thefollowing geographic data references assets based on their physicallocation.  The Company has interestsin China and Canada.

China

Canada

Total
Current assets
$

0

$

59,071

$

59,071
Resource properties, reclamation bond and equipment
2,206,177

57,663

2,263,840

$

2,206,177

$

116,734

$

2,322,911

**11.         LOANPAYABLE**

The companyhas entered into a $300,000 loan agreement. The loan is unsecured, withoutinterest or stated terms of repayment.

F-16

41
****
**NEWPORT GOLD, INC.(An Exploration StageCompany)Notes to ConsolidatedFinancial StatementsYears Ended December 31, 2007and 2006 and the Period from July 16, 2003 (Inception) Through December 31,2007(US Dollars)**

**12.         SUBSEQUENTEVENTS**

On January 28, 2008, the Companyissued 300,000 common shares, at a price of $0.20 per share, a price determinedto be fair value, as part of the resource property agreement dated November 17,2006 (note 5(b)).

On January 15, 2008, the Companyreceived an extension on completing $500,000 of exploration expendituresrequired by February 1, 2008 to February 1, 2009 in consideration for 100,000common shares of the Company.  The100,000 common shares were issued at $0.33 per share, a price determined to befair value.

On February 26, 2008, the Companyacquired 50% of TMBW International Resources Corporation's Mac Property,a 331-hectare gold property located approximately 55 kilometres southeast of Vernon, British  Columbia, for 1,800,000 common shares of theCompany.  These shares cannot besold to a US person orthrough a USstock exchange for a period of one year and only once a full registrationstatement is cleared by the SEC. The Company will also assume all obligations to the original vendors.

 

F-17

42 
******Item8.  Changes in and Disagreementswith Accountants on Accounting and Financial Disclosure.**
Not Applicable
**Item8A.  Controls and Procedures**.
**(a) Evaluationof Disclosure Controls and Procedures**

Basedon the management's evaluation (with the participation our President andChief Financial Officer), our President and Chief Financial Officer haveconcluded that as of December 31, 2007, the Company's disclosure controlsand procedures (as defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange of 1934 (the "Exchange Act") are effective toprovide reasonable assurance that the information required to be disclosed in thisannual report on Form 10-KSB is recorded, processed, summarized and reportedwithin the time period specified in Securities and Exchange Commission rulesand forms. and that such information is accumulated and communicated to theCompany's management, including the Chief Executive Officer and ChiefFinancial Officer, as appropriate, to allow for timely decisions regardingrequired disclosure.
**(b) Internal control over financial reporting**
*Management's annual report on internal control overfinancial reporting*

Managementis responsible for establishing and maintaining adequate internal control overfinancial reporting as defined in Rules 13a-15(f) and 15d-15(f) under theExchange Act. Our internal control over financial reporting is intended toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith U.S. GAAP. Our internal control over financial reporting should includethose policies and procedures that:
-  pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of our assets;
-  provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financialstatements in accordance with applicable GAAP, and that receipts andexpenditures are being made only in accordance with authorizations ofmanagement and the Board of Directors; and
-  provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use ordisposition of our assets that could have a material effect on the financialstatements.

Underthe supervision and with the participation of our management, including ourPresident and Chief Executive Officer, and our Chief Financial Officer, we haveevaluated the effectiveness of our internal control over financial reportingand preparation of our annual financial statements as of December 31, 2007 andbased upon their evaluation determined our internal controls were not effectiveas the issuance of 3,011,500 common shares shares  in August 2007 was not recorded in theSeptember 30, 2007 quarterly financial statements and this oversight was onlydiscovered at the time of the preparation of the audited financial statements.   Our auditors have informed theCompany that they considered the matter described above to be materialweaknesses in the Company's internal controls over financial reporting. TheCompany intends to take corrective action to address the material weaknessidentified and  file an amended Form10-QSB for the quarter ended September 30, 2007.
**Attestation report of the registered public accountingfirm**
Thisannual report does not include an attestation report of the Company'sregistered public accounting firm regarding internal control over financialreporting. Management's report was not subject to attestation by the Company'sregistered public accounting firm pursuant to temporary rules of the Securitiesand Exchange Commission that permit the company to provide only management'sreport in this annual report.
**Changes in Internal Controls**
Asstated above, based on the evaluation as of December 31, 2007, by our Presidentand Chief Executive Officer, and our Chief Financial Officer we have concludedthat there are material weaknesses in our current internal controls which weneed to take immediate corrective action with regard to certain deficienciesand material weakness to ensure  theeffectiveness of  our internalcontrols going forward in the future..
**Item 8A(T) – Controlsand Procedures**
SeeItem 8A – Controls and Procedures above.

43

**Item 8B. Other Information**

On February 26, 2008, theCompany acquired 50% of TMBW International Resources Corporation's MacProperty, a 331-hectare gold property located approximately 55 kilometressoutheast of Vernon, British Columbia, for 1,800,000 commonshares of the Company. The Company will also assume all obligations to theoriginal vendors. The Company expects to issue the 1,800,000 shares to TMBWInternational Resources Corporation within the next 60 days. 

 On January 15, 2008, the Company receivedan extension on completing $500,000 of exploration expenditures required byFebruary 1, 2008 in its option agreement dated November 17, 2006 regarding theInner Mongolia Property to February 1, 2009 in consideration for 100,000 sharesof the Company.  The 100,000 commonshares were issued at $0.33 per share, a price determined to be fair value.

On January 28, 2008, theCompany issued 300,000 common shares, at a price of $0.20 per share, a pricedetermined to be fair value, as required under the option agreement datedNovember 17, 2006 regarding the Inner Mongolia Property.

The issuance of  shares in both  transactions noted above were completedpursuant to Rule 903 of Regulation S of the *Securities Act of 1933* on the basis that the issuance ofthe shares were each completed in an offshore transaction, as defined in Rule902(h) of Regulation S with a non U.S. person or entity, as defined inRegulation S, and these parties were not acquiring the shares for the accountor benefit of a U.S. person.  Allsecurities issued were endorsed with a restrictive legend.  These shares may not be offered or soldin the United Statesunless the securities are registered under the *SecuritiesAct of 1933* or pursuant to an exemption from the *Securities Act of 1933*. 
**PART III**
**Item 9. Directors and Executive Officers of theRegistrant.**

**Identification of Directors and Executive Officers**

Each of ourdirectors is elected by the stockholders for a term of one year and servesuntil his or her successor is elected and qualified. Each of our officers iselected by the board of directors for a term of one year and serves until hisor her successor is duly elected and qualified, or until he or she is removedfrom office. The board of directors has no nominating, audit or compensationcommittee.

The names,addresses, ages and positions of our present officers and directors are setforth below: 

**Name**

**Age**

**Positions**

**Date First Held**

Derek Bartlett  1 - 336 Queen Street, SouthMississauga, OntarioL5H 1M2

65

President, Chief  Executive Officer, & Director

July 18, 2003 

John Arnold  42 Fox Run DriveGuelph, OntarioN1H 6H9

61

Treasurer, Acting Chief  Financial Officer, and Principal Accounting Officer

July 18, 2003

Donald W. Kohls1972 South Beech Street  

Lakewood,   Colorado 

80228-3702

70

Director

July 18, 2003

Alex Johnston  1002 API World Tower, Sheikh Zayed Rd.  P.O. Box 3614  Dubai, United Arab Emirates

56

Director, Promotor

July 18, 2003

44

**Background of Officers and Directors**

The principal occupationand business experience during the last five years for each of our presentdirectors and executive officers are as follows:

**DerekBartlett, President, Chief Executive Officer, Secretary & Director**.Mr. Derek Bartlett has been involved in various capacities with junior miningcompanies for over forty years. Mr. Derek Barrett currently serves as adirector of the following mining and exploration companies listed on the TSXVenture Exchange: Blue Diamond Mining Corporation, since July 30, 2002 (BDM);Diadem Resources Ltd., since October 1993 (DIR); Kingsman Resources Inc.,formerly known as Braddick Resources Ltd., since 1995 (KSM); OrominExplorations Ltd., since February 2002 (OLE); Saville Resources Ltd., formerlyknown as Blue Emerald Resources Inc., since 1994 (SRE); Waseco Resources Inc.,since May 1996 (YWS) and X-Cal Resources Ltd., since November 24, 2003 (XCL).Mr. Derek Bartlett also formerly served as a director of the following TSXVenture Exchange listed companies: Fresco Developments Ltd., from December 1993to February 2002; Blue Diamond Mining Corporation, formerly known as BlueRibbon Resources Ltd., from September 2002 to March 2003 (BDM); HyperionResources Corp., from May 2000 to November 2002; ); Prospex Mining Inc., fromApril 1997 to July 1999 (PRM), now part of Semfo Inc. (TSE: SMF); NorontResources Ltd., from April 1993 to April 3, 2003 (NOT); VVC Exploration Corp.from September 2001 to February 2003 (VVC); A.I.S. Resources Limited, fromApril 1994 to October 1997(AIS). Mr. Derek Bartlett is a graduate of the University of New Brunswick (B.Sc. Geology).

**JohnArnold,****Treasurer, Acting ChiefFinancial Officer, and Principal Accounting Officer**. Mr. Arnold isthe proprietor of John M. Arnold, CA, Management Consultant since 1976. Mr.Arnold currently serves as a director and chief financial officer of thefollowing mining and exploration companies listed on the Toronto StockExchange: Queenston Mining Inc. , since 1986 (QMI); Thundermin Resources Ltd.,successor to Joutel Resources Inc., since 1985 (THR); and X-Cal Resources Ltd.,since 1982 (XCL). He also currently serves as a director, chairman and chieffinancial officer of Normiska Corporation an agricultural products companylisted on the TSX Venture Exchange (NCO) since 1997. Mr. Arnold served as adirector of United Tex-Sol Mines Inc. , a TSX Venture Exchange listed miningand exploration company from 1997 to June 23, 2003 when it merged with St.Andrews Goldfields Inc., a Toronto Stock Exchange mining company (SAS). Mr.Arnold is a graduate of the University of Trinity College (B.A.) and is aChartered Accountant.

**DonaldKohls, Director** . Mr. Kohls has been involved in the miningindustry over forty years having developed exploration projects in the U.S.A.,Canada, Brazil, Bolivia, Chile, South Africa, Ireland and Arabia. As VicePresident and Chief Consulting Geologist and Director for fifteen years withGoldfields Mining Corporation, Mr. Kohls was an instrumental component of foundingone of the more successful exploration organizations in the world. During thetwelve years he spent with New Jersey Zinc Mr. Kohls supervised projects forzinc, lead, gold, copper, silver and titanium all over the world and formedexploration companies in Braziland South Africa.Mr Kohls is a graduate of the University of Minnesota (Ph. D. inGeology).

**Alex Johnston, Promoter**.  Mr. Johnson is the Senior Manager ofGlobal Private Banking for the Royal Bank Financial Group in Dubai, United Arab Emiratesa position he has held since 2000. He markets value added services andinternational banking, investment, fund administration and trust services. Hejoined the Royal Bank in Dubaiin 1999.  From 1998 to 1999, heworked for the Equitable International Funds a European financial institutionwhich was located in Dubai.Mr. Johnston is a graduate of  Seneca Collegein Toronto, Ontario.  Mr. Johnston does not have any formaltechnical training or experience in exploring for, starting, and operating amining exploration program.
**Significant Employees**
Newporthas no employees who are not executive officers, but who are expected to make asignificant contribution to our business. We intend to hire independentgeologists, engineers and excavation subcontractors on an as needed basis. Wehave not entered into any negotiations or contracts with any of them. We do notintend to initiate negotiations or hire anyone until we receive proceeds fromour offering.

All of the members of ourboard of directors have extensive experience in the metal exploration andmining industry. Newportis in the start phase and therefore the time requirements to date on themembers of our board of directors have been minimal. We expect these timerequirements going forward will increase but none of our directors or officerswill spend 100% of his time on the business of Newport. 
**Involvement inCertain Legal Proceedings**
During the past fiveyears, our sole director and officer has not been:
-  a general partner or executiveofficer of any business against which any bankruptcy petition was filed, 

45
-  either at the time of thebankruptcy or two years prior to that time; 
-  convicted in a criminal proceedingor named subject to a pending criminal proceeding (excluding traffic violationsand other minor offenses); 
-  subject to any order, judgment ordecree, not subsequently reversed, suspended or vacated, of any court ofcompetent jurisdiction, permanently or temporarily enjoining, barring,suspending or otherwise limiting his involvement in any type of business,securities or banking activities; or 
-  found by a court of competentjurisdiction (in a civil action), the Securities and Exchange Commission or theCommodity Futures Trading Commission to have violated a federal or statesecurities or commodities law, and the judgment has not been reversed,suspended or vacated.
**Audit Committee Financial Expert**
We do not have a standingAudit Committee. The functions of the Audit Committee are currently assumed byour Board of Directors which consists of one person.  Additionally, we do not have a member onour board of directors that has been designated as an audit committee"financial expert."  Wedo not believe that the addition of such an expert would add anythingmeaningful to our company at this time. It is also unlikely we would be able to attract an independent financialexpert to serve on our Board of Directors at this stage of ourdevelopment.  
**Compliance with Section 16(a) of the Securities Exchange Act of1934******
Under the securities lawsof the United States, our directors, executive officers (and certain otherofficers) and any persons holding more than 10% of our outstanding votingsecurities are required to report their ownership in our securities and anychanges in that ownership to the SEC. Based solely upon reliance on the verbaland written representations of our director and officer, all reporting personswere in compliance with Section 16(a) of the Securities Exchange Act of 1934during fiscal 2006.  
**Code of Ethics**
We have not adopted aCode of Ethics at this time and we are reviewing the necessity of adopting sucha document at this time given the composition of our Board of Directors andOfficers and our scale of its operations at this time.

46
**Item 10. Executive Compensation

Summary ofCompensation of Executive Officers**
The following esummarizes the compensation paid to our President and Chief Executive Officerduring the last three complete fiscal years. No other officer or directorreceived annual compensation in excess of $100,000 since our date ofincorporation.

**SUMMARY  COMPENSATION TABLE**

**Name  and Principal Position**

**Year**

**Annual  Compensation**

**Long  Term Compensation**

**All  Other Compensation**

**Salary**

**Bonus**

**Other  Annual Compensation**

**Awards**

**Payouts**

**Securities  Under Options/ SARs Granted**

**Restricted  Shares or Restricted Share Units**

**LTIP  Payouts**

Derek Bartlett,  President, CEO & Director(1)

2007

2006  2005

Nil  Nil  Nil

Nil  Nil  Nil

Nil  $36,586  $12,000

Nil  Nil  Nil

Nil  Nil  Nil

Nil  Nil  Nil

Nil  Nil  Nil

John Arnold,   Treasurer, Acting Chief Financial Officer, and Principal Accounting Officer  (2)

2007  2006  2005

Nil  Nil  Nil

Nil  Nil  Nil

Nil  Nil  Nil

Nil  Nil  Nil

Nil  Nil  Nil

Nil  Nil  Nil

Nil  Nil  Nil

**Notes**: 

(1)

Mr. Derek  Bartlett became a director and officer of Newport on the date we were incorporated,  July 16, 2003. Mr. Derek Bartlett charged Newport geological consulting fees of $0 in  2007, $36,586 in 2006, and $12,000 in 2005 .

(2)

Mr. Arnold became  an officer of Newport  on July 18, 2003.
 
**StockOptions/SAR Grants**

No grants of stockoptions or stock appreciation rights were made since our date of incorporationJuly 16, 2003.
**Compensationof Directors**
No cash compensation waspaid to our directors for their services as directors since our date ofincorporation July 16, 2003. We have no standard arrangement pursuant to whichour directors are to be compensated for their services in their capacity asdirectors except for the granting from time to time of incentive stock options.The board of directors may award special remuneration to any directorundertaking any special services on behalf of our company other than servicesordinarily required of a director. Other than indicated below, no directorreceived and/or accrued any compensation for his services as a director,including committee participation and/or special assignments.
**EmploymentContracts and Termination of Employment or Change of Control.**
We have no plans orarrangements in respect of remuneration received or that may be received by ourexecutive officers to compensate such officers in the event of termination ofemployment (as a result of resignation or retirement).
**EquityCompensation Plan**
We do not have anysecurities authorized for issuance under any equity compensation plans. 

47
******Item 11. Security Ownership of CertainBeneficial Owners and Management**
The following table setsforth certain information as of March 27, 2008 regarding the beneficialownership of our common stock by (i) each stockholder known by us to be thebeneficial owner of more than 5% of our common stock, (ii) by each of ourdirectors and executive officers and (iii) by all of our executive officers anddirectors as a group.Each of the persons named in the table has sole voting and investment powerwith respect to common stock beneficially owned.

**Title of Class**

**Name and Address of  Beneficial Owner**

**Amount and Nature of Beneficial Ownership(1)**

**Percentage of Class(1)**

Common Stock

Derek Bartlett  1 - 336 Queen Street, SouthMississauga, OntarioL5H 1M2

50,000

(Restricted securities as defined in the*Securities Act of 1933*)

0.27%

Common Stock

John Arnold  42 Fox Run DriveGuelph, OntarioN1H 6H9

25,000

(Restricted securities as defined in the*Securities Act of 1933*)

0.13%

Common Stock

Donald W. Kohls1972 South Beech Street   , Lakewood, Colorado   80228-3702

25,000

(Restricted securities as defined in the*Securities Act of 1933*)

0.13%

Common Stock

Alex Johnston  1002 API World Tower, Sheikh Zayed Rd.  P.O. Box 3614  Dubai, United Arab Emirates

7,025,000  (Restricted securities as defined in the*Securities Act of 1933*)

37.80%

Common Stock

All officers and directors as a group   (4 persons). 

7,125,000

(Restricted securities as defined in the*Securities Act of 1933*)

38.33%

                **Notes:**

(1)
Based on 18,586,500  shares of common stock issued and outstanding as of March 27, 2008. Except as  otherwise indicated, we believe that the beneficial owners of the common  stock listed above, based on information furnished by such owners, have sole  investment and voting power with respect to such shares, subject to community  property laws where applicable. Beneficial ownership is determined in  accordance with the rules of the SEC and generally includes voting or  investment power with respect to securities. Shares of common stock subject  to options or warrants currently exercisable, or exercisable within 60 days,  are deemed outstanding for purposes of computing the percentage ownership of  the person holding such option or warrants, but are not deemed outstanding  for purposes of computing the percentage ownership of any other person.

                                    
**Changes in Control**
There are nopresent arrangements or pledges of Newport'ssecurities which may result in a change in control of Newport.
**Item 12. Certain Relationships and RelatedTransactions and Director Independence**
**CertainRelationships and Related Transactions**

On July 18, 2003, wecommitted a total of 50,000 shares of restricted common stock to Mr. DerekBartlett and on July 18, 2003, we committed a total of 50,000 shares ofrestricted common stock to Messrs. Arnold and Kohls who are officers anddirectors of our company. The shares were acquired for a total cashconsideration of $100 or $0.001 per share.

Since inception, Mr.Derek Bartlett has invoiced Newportfor $121,404 for geological consulting fees, $8,922 for office costs and $4,131for travel costs. The break-down is as follows:
-  Mr. Bartlett's fee for 2003consisted of 100 days for $43,636 for work on projects researched outside ofthe Burnt Basin group. Fee for the latter propertytotaled $2,182 for a total fee of $45,818. Travel was $1,529 and officeexpenses were $4,298 for 2003. For 2004 travel was $2,502 and office expenseswere 3,724.
-  Mr. Bartlett's fee for 2004consisted of consulting fees of $3,500/month for 6 months to June 30/04 and$1,000/month for the 6 months ending December 31/04 for an annual total fee of$27,000. 

48
-  Derek Bartlett's fee for2005 consisted of $12,000 based on $1,000 per month for 12 months. 
-  Mr. Bartlett's fee for 2006consisted of consulting fees of $36,586.

Since inception thesefees total $154,457. The majority of these fees were for detailed research ofall previous exploration done on the various properties researched.  

As at December 31, 2007,the total balance owing to Mr. Bartlett is $145,339.  This amount is treated as a non-interestbearing demand loan. There is no documents reflecting this arrangement andrepayment is not due on a specific date. Mr. Derek Bartlett will acceptrepayment from Newportwhen money is available. Newportplans to repay the loan from the proceeds of this offering provided that itraises the maximum amount. 

Mr. Derek Bartlettprovided the geological consulting services to Newport in connection with locating mineralclaims which he believed had potential. In doing so, he researched numerous properties and property proposalsfor selection calling, traveling and meeting with mining claim and propertyholders in Vancouver, British Columbia, Toronto, Ontario and other regions in Canadaand the US.Where warranted he visited potential properties.  Mr. Derek Bartlett made a field visit tothe Burnt Basin Property prior to the selection of this property.  Mr. Derek Bartlett has extensiveexperience in the mining exploration industry and holds a B.SC. degree in Geologyfrom the University of New Brunswick.  Mr. Derek Bartlett did not hold apersonal interest in any of the properties reviewed on behalf of Newport including theBurnt Basin Property. 

Newportretained the services of the President's son, Mr. Tyler Bartlett, as anindependent consultant up until February 2007.  Mr. Tyler Bartlett charged Newport $ 29,000 in 2003,$ 9,000 in 2004,$ 6,000 in 2005, and $ 0 for his services in 2006.  Mr. Tyler Bartlett was paid $29,000 or$4,142 per month for seven months of work in 2003.  On January 1, 2004, his fee dropped to$1,000 a month and in July to $500 per month for a total of $9,000 for the year2004, $6,000 for 2005 and $0 for 2006. As at December 31, 2007, the totalbalance owing to Mr. Tyler Bartlett is $48,239.  This amount is treated as a non-interestbearing demand loan.  Mr. TylerBartlett provided office and other assistance to Mr. Derek Bartlett.  His services included placing andanswering calls on Mr. Derek Bartlett's behalf in sourcing potentialmining claims or properties for Newport.  He also assisted Mr. DerekBartlett's preliminary review of materials presented on potential miningclaims or properties by drafting and typing summaries for Mr. Derek Bartlett,initial term sheets and correspondence etc.  Mr. Tyler Bartlett also conductedadditional research on different mining claims and properties identified in thesouth eastern area of British  Columbia by reviewing the public mining records andother public and non-public information available for historic gold explorationareas and properties being investigated beyond the preliminary stage.  Part of his office duties was toorganize the materials necessary to prepare Newport's prospectus.   Mr. Tyler Bartlett also provided Newport with managementservices for day to day matters, including for a time banking services throughhis company Bartex Resources.  

Messrs. Derek Bartlett,John Arnold, and Donald Kohls are each involved with several other miningexploration companies. As a result, a conflict of interest between Newport and one of theseother companies may arise from time to time. We have not formulated a policyfor the resolution of such conflicts at this time.  Derek Bartlett, as specified earlier,being a graduate geologist with 40 years in the mining business is able tointerpret various technical reports, maps, etc. to a level and degree that anon-technical person could not achieve. This interpretation includes but is notlimited to geologic, geophysical, geochemical and economic date. Far more timeis required in this type of interpretation and generally involves numerousreports, maps, etc.

**Director Independence**

Messrs. Arnold and Kohlsare independent directors, as the term "independent" is defined bythe rules of the Nasdaq Stock Market (Note: Our shares of common stock are notlisted on NASDAQ or any other national securities exchange and this referenceis used for definition purposes only). We currently only have four directors on our Board of Directors.

49
******PART IV**
**Item 13. Exhibits,Financial Statement Schedules, and Reports on Form 8-K**

**Exhibits.**

**Exhibit Number**

**Exhibit Title**

3.1

Articles of Incorporation (incorporated by reference  from our Form SB-1 Registration Statement, filed June 8, 2005).

3.2

Bylaws (incorporated by reference from our Form SB-1 Registration  Statement, filed June 8, 2005)

10.1

Burnt Basin mineral claims (incorporated by reference from our Form SB-1 Registration Statement,  filed June 8, 2005).

10.2

Option Agreement to Acquire Burnt Basin Mineral Claims (incorporated by reference  from our Form SB-1 Registration Statement, filed June 8, 2005).

10.3

Option Agreement to Acquire 20% interest of Certain Mineral Claims in Inner Mongolia  dated as of November 17, 2006.

10.4

Option Agreement to Acquire an additional 30% interest of Certain  Mineral Claims in Inner Mongolia  dated as of August 7, 2007.

10.5

Extension Agreement to Complete Inner Mongolia Exploration Expenditures  dated as of January 15, 2008.

10.6

Acquisition Agreement to Acquire 50% interest of Mac Property held by  TMBW International Resources dated February 26, 2008.

21

List of Subsidiaries (incorporated by reference from our Form SB-1 Registration Statement,  filed June 8, 2005)

31.a

Section 906 Certificate of CEO

31.b

Section 906  Certificate of CFO

32.a

Section 302 Certificate of CEO

32.b

Section 302 Certificate of CFO

99.1

Technical Report on the Burnt Basin Property dated July 18, 2003 (incorporated by reference  from our Form SB-1 Registration Statement, filed June 8, 2005).
 
**Item 14. PrincipalAccountant Fees and Services.**

**Fees andServices**
Pannell Kerr Forster, Charted Accountants (registered with the PCAOBas "Smythe Ratcliffe"), audited our financial statements forfiscal 2007 and 2006, as well as the quarterly statements for fiscal 2007 and2006.   The following is anaggregate of fees billed for each of the last two fiscal years for professionalservices rendered by our principal accountants:

**2007**

**2006**

Audit  fees - auditing of our annual financial statements and preparation of  auditors' report.

$21,000    cdn

(1)

$21,000 cdn

Audit-related  fees - review of each of the quarterly financial statements.

$12,515   cdn

$5,000   cdn

Tax  fees - preparation and filing of tax-related forms and tax planning.

-

-

All  other fees – other services provided by our principal accountants.

-

-

Total  fees paid or accrued to our principal accountants

$33,515   cdn

$26,000 cdn

**Notes**:

(1)

This number is an estimate only.

50**Pre-ApprovalPolices and Procedures**
We understand the needfor our principal accountants to maintain objectivity and independence in theiraudit of our financial statements. To minimize relationships that could appearto impair the objectivity of our principal accountants, our audit committee hasrestricted the non-audit services that our principal accountants may provide tous primarily to tax services and review assurance services.

We are only to obtainnon-audit services from our principal accountants when the services offered byour principal accountants are more effective or economical than services availablefrom other service providers, and, to the extent possible, only aftercompetitive bidding. These determinations are among the key practices adoptedby the audit committee effective during fiscal 2006. The board has adoptedpolicies and procedures for pre-approving work performed by our principalaccountants.

After carefulconsideration, the audit committee of the board of directors has determinedthat payment of the above audit fees is in conformance with the independentstatus of our company's principal independent accountants. Beforeengaging the auditors in additional services, the audit committee considers howthese services will impact the entire engagement and independence factors.

The Board of Directorshas pre-approved specifically identified non-audit related services, includingtax compliance, review of tax returns, documentation of processes and controlsas submitted to the Board of Directors from time to time.

51
******SIGNATURES**
Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

In accordance with Section 13 or 15(d) of the Exchange Act, theregistrant caused this report to be signed on its behalf by the undersigned,thereunto duly authorized. 

                                                                

**  NEWPORT GOLD, INC.**

/s/ Derek Bartlett

 By:  

   Derek Bartlett, President, CEO, Secretary, and a member of the Board  of Directors

Date:

   April 15, 2008

/s/ John Arnold

By:

   John Arnold, Treasurer, Acting Chief Financial Officer, and

Principal Accounting Officer

Date:

 April 15, 2008

                                                

In accordance with the Exchange Act, this report has been signed belowby the following persons on behalf of the registrant and in the capacitiesindicated, on April 15, 2008. 
   /s/ Derek Bartlett
 By:  

   Derek Bartlett, President, CEO, Secretary and a member of the Board  of  Directors

Date:

   April 15, 2008

/s/ John Arnold

 By:  

   John Arnold, Treasurer, Acting Chief Financial Officer, and Principal Accounting Officer

Date:

   April 15, 2008

52****