NWPG Newport Gold Inc (PK)

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

               

FORM 10-KSB

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TABLE OF CONTENTS

FORWARD LOOKING INFORMATION			1
PART I			1
	Item 1. Description of Business		1
		Business Development	1
		Our Business	1
		Competitive Factors	3
		Our Offices	3
		Employees and Employment Agreements	3
		Independent Geologists Employed by Newport	3
		Mining Regulations	3
		Environmental Laws	4
		Other Regulation	4
		Reports to Securities Holders	5
	Item 2. Description of Property		6
		Mining Properties – General	6
		Burnt Basin Property	6
		Inner Mongolia Property	12
		Description of Other Properties	18
	Item 3. Legal Proceedings		18
	Item 4. Submissions of Matters to a Vote of Security Holders		18
PART II			18
	Item 5. Market for Common Equity and Related Stockholder Matters		18
		Market Information	18
		Holders of Common Stock	18
		Dividend Policy	18
		Equity Compensation Plan	19
		Recent Sales of Unregistered Securities	19
	Item 6. Management Discussion and Analysis		19
		Forward Looking Information	19
		Our Proposed Plan of Operation	19
	Item 7. Financial Statements		24
	Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		45
	Item 8A.  Controls and Procedures		45
		(a) Evaluation of Disclosure Controls and Procedures	43
		(b) Internal control over financial reporting	43
		Attestation report of the registered public accounting firm	43
		Changes in Internal Controls	45
	Item 8A(T) – Controls and Procedures		45
	Item 8B.   Other Information		46
PART III			44
	Item 9. Directors and Executive Officers of the Registrant		44
		Identification of Directors and Executive Officers	44
		Background of Officers and Directors	44
		Significant Employees	45
		Involvement in Certain Legal Proceedings	46
		Audit Committee Financial Expert	46
		Compliance with Section 16(a) of the Securities Exchange Act of 1934	46
		Code of Ethics	46
	Item 10. Executive Compensation		47
		Summary of Compensation of Executive Officers	47

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		Stock Options/SAR Grants	47
		Compensation of Directors	47
		Employment Contracts and Termination of Employment or Change of Control	47
		Equity Compensation Plan	47
	Item 11. Security Ownership of Certain Beneficial Owners and Management		48
		Changes in Control	48
	Item 12. Certain Relationships and Related Transactions and Director Independence		48
		Certain Relationships and Related Transactions	48
		Director Independence	49
PART IV			50
	Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K		50
		Exhibits	50
	Item 14. Principal Accountant Fees and Services		50
		Fees and Services	50
		Pre-Approval Polices and Procedures	51
SIGNATURES			52

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FORWARD LOOKING INFORMATION

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

PART I Item 1.

Description of Business

Business Development

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

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

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

In the fall of 2005, we started raising capital pursuant to a registration statement filed on Form SB-1 with the Securities and Exchange Commission. The offering was sold out and we raised the total of $300,000, less offering expenses. We have deposited the funds into our operating account and are proceeding with our business plans, as outlined in our Form SB-1 registration statement, which can be found in its entirety on the SEC website at www.sec.gov, under our CIK Number 0001289223.  Since that time we have commenced our proposed work program on our property.  We have also been investigating other properties which may be suitable future exploration candidates and entered into an 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 any revenues from our business operations.. We have no intentions of merging with any other company or allowing ourselves to be acquired by another company, or to act as a blank check company as that term is defined under Rule 419 of Regulation C under the rules of the Securities Act of 1933.  We must raise additional capital in order to continue to implement our plan and stay in business

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

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Under the terms of Newport's option agreement, Newport can acquire a 100% undivided interest in the property, subject to two separate Net 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 discussed below, NSR royalties are only paid if and when a viable mining operation is established.  Newport must also incur exploration expenses totaling US $252,194 (CDN $250,000) over a 3 year period, ending June 18, 2006.  The Company received an extension 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.  Newport has 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 to Steve Baran.  The prepaid portion of the NSR royalties will not be returned if no viable mining operation is established. Newport can elect to acquire one half (1/2) of the 1% NSR to Steve Baran for the sum of US $504,388 (CDN $500,000).  Newport would only acquire this interest if it looked like it would be more advantageous financially for Newport to purchase the NSR royalty interest Mr. Baran holds than to continue to make this NSR if a viable mine is established. Newport is under no obligation to acquire ½ of the 1% NSR royalty interest Mr. Baran holds.

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

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

Net smelter returns as defined in the option agreement between the parties is the net proceeds realized from the sale to a bona fide purchaser in an arm's length transaction of minerals recovered from ore mined from the claims. The net proceeds is determined by deducting from the dollar value paid for the recovered minerals, the cost of smelting and refining the ore/or concentrates thereof, marketing and insurance charges, and transportation costs, including the costs of transporting the ore and /or concentrates thereof to the milling facilities and to the smelter or refinery.

The Burnt Basin mineral claims are located twenty-five kilometres North East of the City of Grand Forks in the Province of British Columbia. The Burnt Basin mineral claims consists of forty seven units, each unit consists of approximately 500 x 500 meters or 25 hectares (a hectare is approximately 61 acres), title to which is held by an unrecorded warranty deed.  A warranty deed is once executed as required 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 covenants from the grantor, that he is lawfully owner of the property; that he has the right to sell and assign the property and underlying rights and privileges free from all encumbrances; and that the grantor, will forever warrant and defend the title of the property for the benefit of the grantee, against all lawful claims whatsoever.   An unrecorded warranty deed is a warranty deed which has not been registered with a government office.

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

In addition to the 2,200,000 shares, the Company must issue a total of 800,000 common shares to the 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) and incur $250,000 of exploration expenditures by February 1, 2007.  The Company received an extension on completing the required expenditures to February 1, 2009 in consideration for 100,000 shares of the Company.

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

To date we have performed surface trenching and sampling and airborne geophysics and some ground magnetic geophysics on our Burnt Basin Property.  In Mongolia, China we have completed extensive sampling and 2 programs of geophysical testing.  We are presently in the pre-exploration stage and there is no assurance that a commercially viable mineral deposit exists in our property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. We intend to try to develop any mineral deposits we find ourselves, if any, or enter into a joint venture with another mining company with more experience at that stage of operation.

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Competitive Factors

The mining industry, in general, is intensely competitive and there is not any assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of same. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity 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 and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Newport not receiving an adequate return on invested capital.

Our Offices

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

Employees and Employment Agreements

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

We intend to hire independent geologists, engineers and excavation subcontractors on an as needed basis. We have not entered into any negotiations or contracts with any of them. We have started setting up the engagement of various professionals in anticipation of the spring exploration season.

Independent Geologists Employed by Newport

Although numerous geologists and other persons known to have knowledge of available mineral properties were contacted and properties discussed in detail, only one geologist was employed to conduct field investigations and complete a comprehensive report on the Burnt Basin Property. Linda Caron MSc.P.ENG completed the above in July of 2003.  Ms. Caron is an independent geologist and would not be considered a true employee of Newport.

Mining Regulations

Our mineral exploration program 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 Mineral Tenure Act (British Columbia) and Regulations also govern the work requirements for a claim including the minimum annual work requirements necessary to maintain a claim. The holder of a mineral claim must perform exploration and development work on the claim of $100 per unit in each of the first three years and $200 per unit in the fourth and subsequent years. We have nine claims totaling forty seven units. This means the Company is required to perform a minimum of $4,700 for each of the first three years and $14,400 for the fourth and subsequent years.

We are also subject to the British Columbia Mineral Exploration Code (the "Code") that tells us how and where we can explore for minerals. We must comply with these laws to operate our business. The purpose of the Code is to assist persons who wish to explore for minerals in British Columbia to understand the process whereby exploration activities are permitted and regulated. The Code establishes Province-wide standards for mineral exploration and development activities. The Code also manages and administers exploration and development activities to ensure maximum extraction with a minimum of environmental disturbance. The Code does not apply to certain exploration work we will be conducting. Specifically, work that does not involve mechanical disturbance of the surface including:

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• prospecting using hand-held tools,

• geological and geochemical surveying,

• airborne geophysical surveying,

• hand-trenching without the use of explosives, and

• the establishment of gridlines that 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 re subject to the provisions of the Code are as follows:

• drilling, trenching and excavating using machinery, and

• disturbance of the ground by mechanical means (blasting).

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

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

Newport had 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 on the property and to make recommendations for further exploration work.

The exploration permit that may be required for activities in phases subsequent to Phase I is the only permit or license we will need to explore for minerals on our property.  It will take approximately two weeks to obtain the exploration permit. The permit is free and is usually granted as a matter of right, when applied for.

Environmental Laws

We will also have to sustain the cost of reclamation and environmental remediation for all work undertaken which causes sufficient surface disturbance to necessitate reclamation work. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to a natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused, i.e. refilling trenches after sampling or cleaning up fuel spills. Our Phase I and II programs do not require any reclamation or remediation other than minor clean up and removal of supplies because of minimal disturbance to the ground. The amount of these costs is not known at this time as we do not know the extent of the exploration program we will undertake, beyond completion of the recommended two phases described above. Because there is presently no information on the size, tenure, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially economic deposit is discovered.  

Other Regulation

Securities Exchange Act of 1934, as amended, (the "1934 Act") .  Sections 13 and 15(d) of the 1934 Act requires companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.

New SEC Shell Company Rules .  On June 29, 2005, the Securities and Exchange Commission adopted final rules amending the Form S-8 and the Form 8-K for shell companies. These rules were published in the Federal Register on July 21, 2005 and were made effective as of August 22, 2005, except for an amendment to Item 5.06 of the Form 8-K that became effective on November 5, 2005. The amendments expand the definition of a shell company to be a company with no or nominal operations, assets consisting of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets.  Shell companies, as a result of these rule changes:

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1. 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;;
2. 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;
3. must file financial statements within four days about the transaction; and
4. 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 the new rules, financial statements of the acquired private company were not required to be filed on Form 8-K until 75 days after completion of the merger or acquisition.  Also, detailed information about the business and management of the acquired private company was not required until the reporting company filed its next annual report on Form 10-KSB. As a result, securities of the new entity could be traded for up to 75 days with investors having little or no access to vital information about the acquired private company. 

Sarbanes-Oxley Act of  2002 .  On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, or the SOA. SOA imposes a wide variety of new requirements on both U.S. and non-U.S. companies, that file or are required to file periodic reports with the SEC (the "SEC") under the Securities Exchange Act of 1934.  Many of these new requirements could effect 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 financial officer are required to certify our financial statements;
  ensure our directors and senior officers are required to forfeit all bonuses or other incentive-based compensation and profits received from the sale of our securities in the twelve month period following initial publication of any of our financial statements that later require restatement;

• disclose any off-balance sheet transactions as required by SOA;

• prohibit all personal loans to directors and officers;

• ensure directors, officers and 10% holders file their Forms 4's within two days of a transaction;

• adopt a code of ethics and file a Form 8-K whenever there is a change or waiver of this code; and

• ensure our auditor is independent as defined by SOA.

SOA has required us to review our current procedures and policies to determine whether they comply with the SOA and the new regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the SOA and will take whatever actions are necessary to ensure that we are in compliance.

Reports to Securities Holders

Reports and other information filed by us with the Commission pursuant to the informational requirements of the Securities Exchange Act of 1934 will be available for inspection and copying at the public reference facilities maintained 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 of the Commission at 100 F Street, NE, Room 2521, Washington, D. C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our reports and other documents filed with the Commission may also be available electronically on the World Wide Web at http://www.sec.gov .

We may elect not to file a Form 8-A or other Registration Statement under the Securities Exchange Act of 1934 and therefore, will only be subject to Section 15(d) as a company who registered a Form SB-1 registration statement, therefore the proxy rules, short-swing profits regulations, beneficial ownership reporting regulations and the bulk of the tender offer regulations will not apply to us. After we complete our Form SB-1 registered offering, we will not be required to furnish our stockholders with an annual report. Further we will not voluntarily send our stockholders an annual report.

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Item 2 . Description of Propert y

Mining Properties – General

Burnt Basin .  On July 18, 2003, Newport entered into an option agreement with Steve Baran to acquire nine minerals claim consisting of 47 units in British Columbia, Canada known as the Burnt Basin mineral claims numbers 393542, 393541, 393681 to 393687. This option agreement is not recorded in the BC Mining Office. The Burnt Basin Property is owned by John W. Carson and the option agreement is subject to an underlying agreement between Mr. Carson and Mr. Baran, dated July 29, 2002. Under the terms of Newport's option agreement, Newport can acquire a 100% undivided interest in 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. Newport must also incur exploration expenses totaling US $252,194 (CDN$ 250,000) over a 3 year period, ending June 18, 2006.  The Company has received an extension on completing the required expenditures June 18, 2008. The first NSR royalty consists of a 1% NSR payable to John Carson capped at US $252,194 (CDN $250,000), that will be provided by making annual US $10,006 (CDN $10,000) prepaid NSR payments beginning in September of 2003.  A total of $42,816 (CDN$ 50,000) has been paid to December 31, 2007.  A further 1% NSR is payable to Steve Baran, of which Newport can acquire one half of the 1% NSR to Steve Baran for the sum of US $504,388 (CDN$500,000).

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

Mongolia .  On November 17, 2006, the Company acquired an option to earn a 20% interest of a 50% interest held by the optionors in certain mineral exploration rights located in Inner Mongolia, China. In August 2007 the company acquired an additional 30 % interst to now hold a full 50% option interest.   The option agreement is subject to an underlying agreement dated February 1, 2006 between the vendor and the optionors.  In order to earn its interest in the property, the Company issued 2,200,000 common shares to the optionors and an additional 300,000 common share to the vendor of the property at $0.10 per share.  The Company also granted a total of 2.2% NSR to the optionors on all metals produced from the optionors' interest in the property.  The optionors also granted the Company a first right of refusal on acquiring the remainder of their 50% interest for a period of one year.  In addition to the 2,200,000 shares the Company must issue a total of 800,000 common shares to the 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) an incur $250,000 of exploration expenditures by February 1, 2007. The Company received an extension on completing the required expenditures to February 1, 2009 in consideration for 100,000 shares of the Company.

To date we have performed preliminary sampling and geophysics on both the Burnt Basin and Mongolia properties.  Newport commissioned and obtained  technical reports in 2003 through to 2007 which included recommendations for further work.

Burnt Basin Property

Legal Status of Burnt Basin Mineral Claims.   

The Burnt Basin mineral claims was originally staked in 2002 by John Carson. Mr. Carson owns the mineral claims and optioned these claims to Mr. Baran on July 29, 2002, which was subsequently optioned to Newport on July 18, 2003. Newport through an option agreement holds the mining rights to the Burnt Basin mineral claims which thereby giving it or its designated agent, the rights to mine and recover all of the minerals contained within the surface boundaries of the claim continued vertically downward.

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

In the 19th century the practice of reserving the minerals from fee simple Crown grants was established. The

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

The Burnt Basin mineral claims is unencumbered and there are no competitive conditions which affect the Burnt Basin mineral claims. Further, there is no insurance covering the Burnt Basin mineral claims. We believe that no insurance is necessary since the Burnt Basin mineral claims is unimproved and contains no buildings or improvements.

Claim Status.

The name, tenure number, date of recording and expiration date of the Burnt Basin mineral claims is as follows:

The Burnt Basin mineral claims consists of forty-seven units, each unit consists of 500 x 500 meters or 25 hectares (a hectare is approximately 61 acres) or an aggregate total of approximately 1,175 hectres, title to which is held by an unrecorded warranty deed. The Burnt Basin mineral claims was selected for acquisition due to its cost, previously recorded surrounding exploration, development and extraction work and because the Burnt Basin mineral claims is not located in an environmentally sensitive region. The Burnt Basin property is not a raw, grass-roots type property; rather there has been considerable previous exploration on the property.  This exploration work indicated the potential for discovery of gold mineralization.  The terms of the option were considered to be reasonable, given the extent of this previous work and the potential for mineralization on the claims.  The property is situated in an area designated by the Province of British Columbia as ‘open' for mineral exploration and as such is not deemed to be environmentally sensitive, or a ‘Special Management Zone'.  Therefore, there are no special, additional conditions imposed on exploration and development on the property.

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

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

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Location and Access.

The Burnt Basin mineral claims is located on the eastern flank of the Christina Range in the Monashee Mountains. Highway 3, the Southern Trans Provincial Highway, crosses the extreme southeast corner of the property. Road access to the claims is via the Paulson Detour road, which heads west from Highway 3 on the south side of the Paulson bridge and then via a steep narrow road that heads south from the Paulson Detour road about 300 meters west of the highway. Two and half kilometres along this road the slope becomes gentler and there are a number of old roads which branch off to different parts of the Burnt Basin Claims.

See maps on following pages.

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Physiography

The Burnt Basin mineral claims is snow-free from May through November, allowing a five or six-month exploration season. The location of the Burnt Basin mineral claims is within 25 kilometres 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 20 kilometres west of Christina Lake or alternatively in Castlegar 55 miles east of the property along Highway 3. Castlegar has a full-service airport. The closest power source is approximately 10 kilometres southwest of the claims on McRae road.

The claims are located in an area referred to as the "Burnt Basin", a bowl shaped area covering the upper Josh and Mollie Creek drainages that are situated north and west of Highway 3 and the McRae Creek Valley. Elevations

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

There is good rock exposure on the steep slopes in the southern and eastern portion of the property. Rock exposure on the remainder of the Burnt Basin Property is moderate to scarce. The property is covered with thick second growth forest with dense undergrowth. The use of GPS equipment in many areas as a result would be ineffective.

Geology of Area Where Burnt Basin Mineral Claims is Located

The general region where the Burnt Basin mineral claims are located is one that has hosted many gold deposits. It covers a sequence of rocks that were formed 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 geological compilation of the Burnt Basin Property has been done. In general, the property is underlain by a sequence of sedimentary and volcanic rocks that have been altered from their original state by the effects of temperature and pressure. These metamorphosed rocks are cut by several very large bodies of intrusive rocks.

Mineralization occurs in both the metamorphic rocks and in the intrusive rocks on the Burnt Basin Property. Quartz veins with gold occur in the intrusive rocks, and lead-zinc skarn and gold with pyrrhotite-magnetite mineralization occurs in limy horizons in the metasediments. Because this latter style of mineralization is associated with a particular geological horizon, it is important to determine the location and extent of these prospective rocks. This will be done by completing geological mapping and sampling of the property in Phase 1.

Proposed Program of Exploration

We intend to conduct initial exploration of the Burnt Basin mineral claims to determine if there are commercially exploitable mineral deposits. We anticipate a two phase exploration program to properly evaluate the potential of the Burnt Basin mineral claims. We must conduct exploration to determine what minerals, if any, exist on the Burnt Basin mineral claims and if any minerals which are found can be economically extracted and profitably processed. Our proposed program of exploration is explained in more detail in this prospectus under "Plan of Operation".

History of Previous Work

Newport engaged Linda Caron, M.Sc., P.Eng., an independent consultant geologist to prepare 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 good standing with the Association of Professional Engineers and Geoscientists of BC with professional engineer status. She completed an examination of the Burnt Basin Property on July 18, 2003 which included limited rock sampling. She also examined the property in 1989 on behalf of a different client. Ms. Caron does not have a direct or indirect interest in the Burnt Basin Property or in the securities of Newport nor is there an agreement or expectation she will receive any future such securities.

The Burnt Basin mineral 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 of the Burnt Basin property, on the former Eva Bell and Halifax crown grants) on the property has been sporadically explored for silver, lead, zinc skarn mineralization because of its proximity to the Trail Smelter, which carries on the process of smelting and is operated by Teck Cominco, in Trail, British Columbia.  Smelting is the process of melting ore, for the purpose of separating the pure metal from the extraneous rock.  Skarn zones are up to 30 feet wide and have strike lengths of several hundred feet.  Skarn zones are zones of mineralization within skarn altered rock.  Skarn is a coarse-grained contact metasomatic rock, composed of silicate minerals such as garne and pyroxene, that is often associated with concentrations of metals.  Skarns typically form from the intrusion of igneous rocks into limestones or lime-bearing sedimentary rocks.  Production from the central zone was 5,410 tons yielding 34 ozs gold, 14,746 ozs of silver, 420,000 lbs of lead and 562,000 lbs of zinc. The geology of the Central Zone is largely intercalated argillaceous sediments and greenstones.

Only limited work has been carried out for gold on the North and South zones, which are known to host gold mineralization. Gold production from the south area, the Molly Gibson (now consisting of 20 units) was 310 tons yielding 331 ozs gold from an east-west zone of pyrrhotite-magnetite skarn. Individual assays provided results to 3 ozs per ton gold. This zone has an E.M.-V.L.F. signature, which is yet to be tested. E.M.-V.L.F. is a response to a very low frequency electromagnetic geophysical survey.  This type of survey is capable of detecting shallow conductive zones in rocks, such as shear zones or zones of massive sulfide mineralization. The geology is largely limy horizons in contact with Nelson Intrusives.

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The North area is also a significant 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 a strike length of several hundred feet.

The Motherlode claim (now consisting of 20 units) covers numerous old crown grants including the Motherlode, Contact, Daly, Tunnel and others. On the old Motherlode C.G. select assays provided for 2 ozs per ton gold and 14 ozs per ton silver and 50 tons of unsorted ore yielded 0.229 ozs per ton. gold. In 1902, a 5 oz per ton gold assay was reported from some high-grade float on the Comart claim in north of the Burnt Basin Property. Geochemically a large untested silver-gold anomaly extends from the Motherlode C.G. to the Daly claim area, all within the current claim group. The geology of the north zone is Nelson intrusives and Coryell syenites in contact with argillaceous sediments and greenstones.

Inner Mongolia Property

Property Description and Location

The Inner Mongolia Copper Gold Property is located about 100 km north Baotou City, Inner Mongolia Autonomous Region, China or 10 km northeast Xingshunxi Township, Guyang County, Baotou City, Inner Mongolia Autonomous Region, China.  The property covers 5.16 km ² with the exploration license number 1500000430710.  The renewed exploration license expiration date is on November 3, 2007; the license renew application has been submitted to the China Ministry of Land and Resources in September of 2007; and expiration date of the new license will be November 3, 2009.  The property owner is Baotou Noront Mineral Development Co., Ltd., a foreign investment company, which is a limited company under the laws of People's Republic of China. 

Accessibility, Climate, Local Resources, and Infrastructure

The Inner Mongolia Gold Rich Copper Property is located some 600 kilometers northwest 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 Inner Mongolia Autonomous Region of northern China.  Baotou is serviced by daily scheduled airline flights from Beijing.

The property area is readily accessed from Baotou on a provincial level (high grade) paved high way north for approximately 100 kilometers and then east on several paved and mostly dirt roads for approximately 20 kilometers. Depending on traffic and weather conditions, total driving time is from 1 to 2 hours. The Jeep can drive directly to the property area.  

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

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The Location of TieJiangYingZi (TJYZ) Cu-Au Property and Oyu Tolgoi

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The location of TieJiangYingZi Property

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Geological Setting

Regional Geology . The TJYZ gold rich copper property is located within the North China Gold Belt extending along the northern margin of the North China Craton, where Proterozoic and Phanerozoic rifting, subduction and collision occurred.

Local geology . The property area is located in the west part of Inner Mongolia platform uplift ( Ⅰ ₂ ) and the south of Langshan-Bayan Obo platform margin sag ( Ⅰ ₅ ) of North China platform ( Ⅰ ).

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Inner Mongolia Tectonic Setting

1:200,000 Geological Map

                                                                                                             

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Inner Mongolia Copper Gold Property is located at the ductile shear zone which is closely related to the gold mineralization in the north of Inner Mongolia.  The shear zone and the mineralization structures in the Inner Mongolia Copper Gold Property are all strike at EW direction.  The existing Laoyanghao Gold Mine at the shear zone is located 6km west of  Inner Mongolia property and is the same type of gold.  (see following map)

Property Geology

Based on the 1:5,000 geological mapping conducted in 2006, the late Variscan age light yellow mid and fine grained porphyry biotite granites expose in the southern part of the property area; the grano diabase outcrops occur in the northern property area; the mid portion of the property area is covered by farmlands.

The schistosity cleavages are clearly well developed at striking east west direction in the granite mass of the south area, in which the dense schistosity cleavage zones are also found in some locations. The schistosity cleavage zones has a close relationship with the gold and copper mineralization and may correlate to the regional east west direction ductile shear zone as in the Figure.

Mineralization

The sampling and mapping works in 2005 and 2006 showed that gold rich copper mineralization occurs both as disseminations and vein systems within the altered intrusive complex.  Gold assays were generally low (less than 1 g/mt) but the copper values were generally around 1%.

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Exploration ; Deep-Probe Induced Polarization Survey

The results of the 2006 geophysical survey and geological mapping were not enough to justify a drilling program to test its potential for a large-tonnage gold-rich copper deposit.  Therefore a deep-probe IP survey was considered and executed in the year 2007 exploration plan to provide further information underground to identify the diamond drilling targets. 

Copper assay results from grab samples and chip samples are generally around 1%. Gold assays were generally low (less than 1 g/mt) .  Two select grab samples returned assays of 1,715.8 and 11.9 g/mt Au.

Description of Other Properties

Newport does not either own nor lease office space.  At present, offices are provided at no cost to Newport by Mr. Derek Bartlett the President 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 its relocation, as to which no assurances can be given. Newport has no agreements with respect to the maintenance or future acquisition of an office.

Item 3. Legal Proceedings

We were not a party to any legal or regulatory proceedings in the fiscal year ended 2007 nor are we aware of any such proceedings pending.

Item 4. Submissions of Matters to a Vote of Security Holders

No matter was submitted during the fourth quarter of our fiscal year to a vote of our security holders through the solicitation of proxies or otherwise.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Market Information

Our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol " NWPG.OB ". The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid prices for our common shares (obtained from OTCBB.COM) for each full financial quarter for the two most recent full fiscal years were as follows:

Holders of Common Stock

As of March 27, 2008, we had 174 stockholders of record holding 18,586,500 shares of common stock.

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Dividend Policy

No dividends have been paid to date and none is expected to be paid in the foreseeable future.

Equity Compensation Plan

We do not have any securities authorized for issuance under any equity compensation plans.

Recent Sales of Unregistered Securities

None.

Item 6. Management Discussion and Analysis

Forward Looking Information.

This section of the prospectus includes a number of forward- looking statements that reflect our current 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 certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Our Proposed Plan of Operation

General

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

Plan of Operations

Burnt Basin Property

Newport is 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 acquire nine mineral claims consisting of 47 units (the "Burnt Basin Property"). These mineral claims entitle us to the minerals located on the Burnt Basin Property subject to the option agreement. However, since title to the Burnt Basin Property is in the name of Mr. John Carson, should he choose to transfer title to a third party, Newport would lose the mineral claims. Newport entered into the option agreement with Steve Baran June 18, 2003. Mr. Baran is not related to Newport.

Newport intends to explore for gold on the Burnt Basin Property. The property is located approximately 25 kilometres northeast of the City of Grand Forks, British Columbia, Canada. There can be no assurance that valuable minerals exist 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 are without known economic mineralization and the proposed program is exploratory in nature. Newport must conduct exploration to determine what amount of minerals, if any, exist on the property and if any minerals which are found can be economically extracted and profitably processed. Specifically, Newport intends to explore for gold on the Burnt Basin mineral claims.

 A very large number of mineral occurrences are referenced in historic records concerning the Burnt Basin property. The known showings include massive lead-zinc-silver mineralization as well as gold-silver bearing quartz and/or massive pyrrhotite-pyrite veins. Most of the known areas of mineralization have had little or no recent exploration and most are untested by diamond drilling. A 2-Phase, $800,000 exploration program is proposed for the Burnt Basin property. The mandate 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 new areas of mineralization on the property, and to prioritize the showings for further work. High priority areas will be followed up in Phase 2 of the proposed program, by trenching and diamond drilling. The Phase 2 program is contingent on the results of Phase 1.

Most of the areas of known lead-zinc-silver mineralization on the property occur within a 1.5 kilometer long, east-west trending zone, in the east-central part of the property. The showings are similar in character, with mineralization consisting of sphalerite &/or galena with up to 30% magnetite and with lesser chalcopyrite and pyrrhotite, typically within banded argillaceous limestone. Mineralization is generally fine-grained and massive. It

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

Gold-silver showings include lenses or pods 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 large intrusive that cuts the sediments to the north.

Although many areas of mineralization are known from historic records, their precise location remains unknown. A compilation of historic data, followed by detailed prospecting and rock sampling will help to relocate these areas of interest. Given recent logging disturbance and new road exposures, detailed prospecting may also be successful at identifying new areas of mineralization, undetected by the historic work on the property. A combination of geophysics (airborne and ground), geology and geochemistry will be used to prioritize targets, and to provide the definition needed for follow-up trenching or drilling. Geological mapping will provide information regarding orientation, extent and controls of mineralization, so that follow-up trenching and diamond drilling can be effectively done. Given the high sulfide and magnetite content of the lead-zinc-silver mineralization, a combination of magnetic signature and conductivity should be an effective exploration tool. Soil geochemistry will help locate areas of near surface mineralization.

A 2-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 of 2007. A compilation of historic data on the property was completed during the winter-spring of 2007, to identify and prioritize areas requiring further work. A helicopter-borne magnetometer and time-domain electromagnetic geophysical survey was flown over the property in April 2007. Ground work was initiated in May 2007. Property-wide prospecting and rock sampling was undertaken. The mandate of the prospecting and sampling program was to locate historic showings known from the compilation program, to search for new areas of mineralization, and to characterize mineralization and prioritize areas for further work. A detailed exploration grid was established over the central part of the property, and soil sampling was done over the grid. A contract has been signed with Scott Geophysics Ltd. for a ground magnetometer survey over the same grid. This survey was completed in October 2007. Preliminary trenching also planned as part of the Phase 1 program, to follow-up geochemical and geophysical anomalies was commended in  October 2007.

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

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PHASE 1: May - November 2007

PHASE 2: May - November 2008

Work on the Burnt Basin property has been done under the supervision of consulting geologist Linda Caron, M.Sc., P.Eng,. Ms. Caron obtained a B.A.Sc. in Geological Engineering (Honours) in the Mineral Exploration Option, from the University of British Columbia (1985) and graduated 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 the mineral exploration industry since 1980. Since 1989, she has done extensive geological work in Southern B.C., both as an employee of

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various exploration companies and as an independent consultant. She is a member in good standing with the Association of Professional Engineers and Geoscientists of B.C. with professional engineer status, and a Qualified Person in British Columbia under the definition of National Instrument 43-101. Geological work on the property, including trench mapping and drill core logging, will be done by Ms. Caron.

John Boutwell, Terry Pidwerbeski and Alfieda Elden, experienced local prospectors, have completed the prospecting and rock sampling portion of the Phase 1 program, and will continue to provide assistance for the proposed trenching and drilling programs. Grid work and soil sampling was done, under contract, by Hendex Exploration Services Ltd. of Prince George, B.C. The airborne geophysical survey was flown by Aeroquest Ltd. of Mississauga, Ontario, with interpretation of data by Condor Consulting of 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 and equipment operators for the trenching portion of the program. A qualified drill contractor will be contracted for the proposed diamond drill program.

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

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

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

Assayers Canada employs a regular system of standard and duplicate assays. In the company's opinion, sample preparation, security, analytical techniques and Quality Control/Quality Assurance measures are appropriate for this property and stage of exploration.

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

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

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

Mongolia Property

Mineralogy & Site Specific Geology

Based on the report prepared by Uldis Abolins in April 24, 2005, the only bedrock exposure was in the abandoned mining pit, the rest occurred 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 in order 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 we dug deeper.

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

In 2006, a 1:5,000 geological mapping was conducted for the whole property area.  In the granite outcrops of the south of the property area, five alteration and mineralization zones hosted by the granite were identified, striking at east west direction, in which the second zone from the north is the largest one with 1.4 km long and more than 10 m wide. A stronger mineralization appears in the west part of this zone, in which copper and gold ore bodies can be observed in the abandoned mining pit.  The strong ferritization, jarosite, and stockwork quartz veins appear within the 6 meter wide of the fractured granite host rock.  The gold-rich copper mineralization, occurring as malachite, is closely associated with the strong silicify rocks and stockwork quartz veins. 

The sampling and mapping works in 2005 and 2006 showed that gold rich copper mineralization occurs both as disseminations and vein systems within the altered intrusive porphyry granite.

Alteration in the form of malachite, sericite, and silica flooding and quartz veining was found in the exposed outcrops in the abandoned mining pit. The intrusive complex contains a variety of styles of conductive 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 resistivity results were made from the pseudosections plotted as Figure for the 9 line deep-probe survey. Interpretation is a complex and largely subjective issue particularly when there is no data available on the electrical properties of the subcropping lithology. Therefore quantification of the results can not be presented.

It is important to recognize that the measured values shown on pseudosection are apparent values of chargeability and resistivity only. The apparent effect is influenced by many variables and includes size, depth, attitude and electrical properties of the source and the electrode interval used. Grain size of conductive material (sulphide mineralization) and whether there is continuous or discontinuous interconnection of the grains will affect the apparent chargeability values. Hence the interpretation of apparent chargeability and apparent resistivity cannot be too detailed because of the complex interaction of many dependent and independent variables.

However inspection of the relative quantitative chargeability and resistivity values displayed on the pseudosections can provide diagnostic support as to the probable extent of the anomalous zones and the possible causes of the electrical phenomena observed. Results from previous geological and geophysical data do assist interpretation of the IP results.

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

Based on the IP results of 2006, a gentle slope contour diagram of chargeability pattern with chargeability range from 2% to 2.4% is recognized close to south of the abandoned mining pit.  The major axis of the ellipse of this IP pattern has the same striking direction (EW) with the exposed gold-copper ore body, indicating the exposed ore body's deep extension to the south dip.  Therefore, the gentle slope of closed contour diagram with IP chargeability range of 2% and up in this area could be considered as the significant IP anomaly indicator.

Interpretation and Conclusion

The geological studies conducted in 2005 sampling and 2006 mapping indicated that gold and copper mineralization in the form of disseminations and veins were found within the zone of fractured alteration.  A shallow-probe central gradient IP survey in 2006 narrowed down the targets to the alteration zones in the porphyry granite in the southern property area.  Accordingly it was decided to conduct a deep-probe IP survey over the southern property area to view the electrical properties of the rocks at depth within the porphyry granite.

The deep-probe IP results were most encouraging from an exploration point of view as they indicate that the chargeability increase significantly below the shallow level tested in the 2006 central gradient IP survey.  The deep-probe IP anomaly patterns are believed to be more like the porphyry copper host zones.

 

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Off-balance sheet arrangements

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

Loss Per Period/General and Administrative Expenses

Newport's net loss 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, Newport total 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) is owed for Accounts Payable.

Our cash reserves are not sufficient to meet our obligations for the next twelve-month period.  We will require additional funding in order to cover all anticipated administration costs and to proceed with our proposed exploration program on the Burnt Basin property, estimated to cost a minimum of $540,000 over the next twelve months.  We do not have any arrangements in place for any future equity financing and there is no guarantee we will be able to obtain the funding necessary to continue as a going concern                                                                                                               

Item 7. Financial Statements

Our fiscal year end is December 31st.

Our audited financial statements for the year ended December 31, 2007:

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NEWPORT GOLD, INC.
(An Exploration Stage Company)

Consolidated Financial Statements
December 31, 2007 and 2006
(US Dollars)

Index	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Financial Statements
Consolidated Balance Sheets	F-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 Statements	F-7-17

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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 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE STOCKHOLDERS AND DIRECTORS OF NEWPORT GOLD, INC.
(An Exploration Stage Company)

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

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

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

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

/s/ Pannell Kerr Forster
Chartered Accountants
(registered with the PCAOB as "Smythe Ratcliffe")

Vancouver, Canada
March 27, 2008

F-1

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NEWPORT GOLD, INC.
(An Exploration Stage Company)
Consolidated Balance Sheets
December 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

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NEWPORT GOLD, 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

---

NEWPORT GOLD, INC.
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Equity
Period from July 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)
Consolidated Statements of Stockholders' Equity (Continued)
Period from July 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 to consolidated financial statements.

F-6

31

---

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

1.               OPERATIONS AND BASIS OF PRESENTATION

Newport Gold, Inc. (the "Company") was incorporated under the laws of Nevada on July 16, 2003, and is involved in the acquisition, exploration and development of mineral and energy properties.  The Company is currently evaluating opportunities both in the mineral sector and otherwise.  The Company is in the exploration stage and follows the provisions of Statement No. 7 of the Financial Accounting Standards Board ("FASB").

These consolidated financial statements include the accounts of the Company and its wholly-owned Canadian subsidiary, 2038052 Ontario Inc., incorporated under the laws of the province of Ontario, Canada.

2.               GOING-CONCERN

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going-concern basis.  This presumes funds will be available to finance on-going development, operations and capital expenditures, and the realization of assets and payment of liabilities in the normal course of operations for the foreseeable future.

The general business strategy of the Company is to explore and research existing mineral properties and to potentially acquire further claims either directly or through the acquisition of operating entities.  The continued operations of the Company depends upon the recoverability of mineral property reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development of these claims and upon the future profitable production of the claims.  There continues to be insufficient funds to provide enough working capital to fund ongoing operations for the next twelve months.  Management intends to raise additional capital through share issuances to finance its exploration on the Burnt Basin Property and Inner Mongolia Property as described in note 5.

The Company has a working capital deficit of $371,166 (2006 - $199,927), has an accumulated deficit during the exploration stage of $1,197,819 (2006 - $690,179), has not generated any operating revenue to date, and has no capital resources presently available to meet obligations, which normally can be expected to be incurred by similar companies.  These factors raise substantial doubt about the Company's ability to continue as a going-concern, which is dependent on the Company's ability to obtain and maintain an appropriate level of financing on a timely basis and to achieve sufficient cash flows to cover obligations and expenses.  The outcome of the above matters cannot be predicted at this time.  These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue as a going-concern.

F-7

32

---

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

3.             SIGNIFICANT ACCOUNTING POLICIES

(a)           Basis of presentation

These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in US dollars.

(b)           Principles of consolidation

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

(c)           Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Significant estimates include the recoverability of resource properties, accrued liabilities, rate of amortization and the valuation allowance for deferred income tax assets.  Management believes the estimates are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows. 

(d)           Foreign currency translation

The Company's operations and activities are conducted principally in Canada; hence the Canadian dollar is the functional currency.  The Company translates financial statements into the functional currency as follows: non-monetary assets and liabilities are translated at historical rates; monetary assets and liabilities are translated at exchange rates in effect at the end of the year; and expenses are translated at average rates for the year.  Gains and losses from translation of foreign currency into the functional currency are included in current results of operations.  Gains and losses resulting from foreign currency transactions are also included in current results of operations.

The Company's reporting currency is the United States dollar.  The Company translates financial statements into the reporting currency as follows: assets and liabilities are translated at the rates of exchange on the balance sheet date, and revenues and expenses are translated at average rates of exchange during the period.  The resulting translation adjustments are included as part of other comprehensive income.

(e)           Mineral property acquisition payments and exploration costs

The Company adopted the provisions of EITF 04-2, "Whether Mineral Rights are Tangible or Intangible Assets" , and FSP FAS 141-1 and 142-1, which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights.

F-8

33

---

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

3.         SIGNIFICANT ACCOUNTING POLICIES (Continued)

(f)            Amortization

Equipment is recorded at cost.  Expenditures for major additions and improvements are capitalized; minor replacements, maintenance and repairs are charged to expense as incurred.  When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.  Amortization is provided over the estimated useful lives of the related assets using the declining-balance method for financial statement purposes.  The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate.  Amortization of equipment is calculated at 30% on the declining-balance basis.

(g)           Income taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109.  Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(h)           Basic loss per share

In accordance with SFAS No. 128, "Earnings Per Share" , basic loss per common share is computed by dividing net loss applicable to common stockholders 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 ended December 31, 2007 or 2006.

(i)             Other comprehensive income

Comprehensive income consists of net income and other gains and losses affecting stockholders' equity that under generally accepted accounting principles are excluded from net income.  For the Company, such items consist primarily of foreign currency translation gains and losses.

F-9

34

---

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

3.        SIGNIFICANT ACCOUNTING POLICIES (Continued)

(j)             Asset retirement obligations

The Company has adopted the provisions of SFAS 143, "Accounting for Asset Retirement Obligations" . The basis of this policy is the recognition of a legal liability for obligations relating to the retirement of property, plant and equipment, and obligations arising from the acquisition, construction, development or normal operations of those assets.  Such asset retirement costs must be recognized at fair value when a reasonable estimate of fair value can be estimated in the period in which the liability is incurred.  A corresponding increase to the carrying amount of the related asset, where one is identifiable, is recorded and amortized over the life of the asset.  Where a related future value is not easily identifiable with a liability, the change in fair value over the course of the year is expensed.  The amount of the liability is subject to re-measurement at each reporting period.  The estimates are based principally on legal and regulatory requirements.

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

No liability has been recorded as the Company is in the exploration stage on its properties and, accordingly, no environmental disturbances have occurred.  There is no effect on prior years as a result of adopting this new accounting policy.

(k)           Reclamation bond

Reclamation bond represents cash held in term deposit intended to cover any environmental or reclamation obligations arising from the Company's resource properties. Management believes funds in place are adequate to meet any future potential liability.  These bonds are a prerequisite to drilling on the properties.

(l)             Stock-based compensation

The Company accounts for stock-based compensation using the fair value based method with respect to all stock-based payments to directors, employees and non-employees, including awards that are direct awards of stock and call for settlement in cash or other assets, or stock appreciation rights that call for settlement by the issuance of equity instruments.  Under this method, stock-based payments are recorded as an expense over the vesting period or when the awards or rights are granted, with a corresponding increase to contributed surplus.  When stock options are exercised, the corresponding fair value is transferred from contributed surplus to capital stock

F-10

35

---

NEWPORT GOLD, INC.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2007 and 2006 and the Period from July 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 measure assets and liabilities and applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances.  The provisions of this statement are effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The Company expects that this new pronouncement will have no impact on the Company's consolidated financial statements.

(ii)            FAS 159, "Fair Value Option for Financial Assets and Financial Liabilities" .  The fair value option established by this statement permits all entities to choose to measure eligible items at fair value at specified election dates.  Most of the provisions of this statement apply only to entities that elect 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 the beginning of an entity's first fiscal year that begins after November 15, 2007.  The Company expects that this new pronouncement will have no impact on the Company's consolidated financial statements.

(iii)           FIN 48, "Accounting for Uncertainty in Income Taxes" , prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006.  The provisions of FIN 48 are to be applied to all tax positions upon initial adoption of this standard.  This new pronouncement has had no impact on 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 requires assets and liabilities acquired in a business combination, contingent consideration, and certain acquired contingencies to be measured at their fair values as of the date of acquisition.  SFAS 141(R) also requires that acquisition-related costs and restructuring costs be recognized separately from the business combination.  SFAS 141(R) is effective for fiscal years beginning after December 15, 2008 and will be effective 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 Amendment of ARB No. 51 (SFAS 160).  SFAS 160 clarifies the accounting for non-controlling interests and establishes accounting and reporting standards for the non-controlling in a subsidiary, including classification as a component of equity.  SFAS 160 is effective for fiscal years beginning after December 15, 2008.  The Company does not currently have any minority interests.

F-11

36

---

NEWPORT GOLD, INC.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2007 and 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, and accounts payable and accrued liabilities approximate their fair values because of the short-term maturity of these financial instruments.

The fair values of due to related parties and loan payable cannot be reasonably 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 no interest 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 extent expenditures incurred by the Company are not denominated in the functional currency.

5.               MINERAL INTERESTS

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

Although the Company has taken steps to verify the title to mineral properties in which it has an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title.  Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

(a)           On June 18, 2003, the Company entered into an option agreement to acquire nine mineral claims consisting of 47 units, each unit consisting of approximately 25 hectares, title to which is held by an unrecorded warranty deed. The mineral claims are located 25 kilometres northeast of Grand Forks, British Columbia, Canada, known as the Burnt Basin mineral claims numbered 393541, 393542, and 393681 to 393687. The option agreement is subject to an underlying agreement dated July 29, 2002 between the property owners and the optionor.

Under the terms of the option agreement, 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 exploration expenses totalling $252,194 (Cdn $250,000) over a three-year period, ending June 18, 2006.  On July 18, 2007, the Company received an extension on completing the required expenditures to June 18, 2008.

F-12

37

---

NEWPORT GOLD, INC.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2007 and 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 be bought out for the sum of $504,388 (Cdn $500,000).

To date, the Company has not performed any work on the property other than some mapping and compilation.  The Company is presently in the pre-exploration state and there is no assurance that a commercially viable mineral deposit exists in the property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.  The Company intends to develop mineral deposits it finds, or enter into a joint venture with another company with more experience at that stage of operation.

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

In order to earn its entitled interest in the property, the Company issued 2,200,000 common shares to the optionors and an additional 300,000 common shares to the vendor of the property at $0.10, a price estimated to be fair value.  The Company also granted a 2.2% NSR to the optionors on all metals produced from the optionors' interest in the property.  The optionors also granted the Company a first right of refusal to acquire the remainder 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, the Company must issue an additional 500,000 common shares to the vendor by February 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 shares as consideration for the extension.

By agreement dated August 7, 2007, the Company exercised its option to earn the 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 to the optionors.  These shares were issued 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 Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2007 and 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 the Company $48,239 (2006 - $48,239) for investor relations services. The amount 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 the Company's president.  As at December 31, 2007, the president is owed $145,339 (2006 - $145,339), which is included in due to related parties. The amount owed is without interest or stated terms of repayment and is unsecured.

All transactions with related parties are 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

            100,000,000 common 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 the issuance of 8,150,000 common shares of the Company.  This includes founder's shares of 7,150,000 at a deemed price of $0.001 per share and 1,000,000 shares to be issued at prices ranging from $0.04 to $0.20 under various private placement agreements entered into during the initial period ended December 31, 2003.  The Company also committed to issue 225,000 shares at $0.10 per share, a price determined to be fair value, towards the acquisition of the Burnt Basin property (note 5) as of December 31, 2004.

Subscription proceeds in the amount of $144,000 towards the issuance of 1,440,000 shares were collected in 2005; however, no shares were issued until January 11, 2006.

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

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

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

F-14

39

---

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

8.          CAPITAL STOCK (Continued)

(b)        Issued and outstanding (Continued)

On October 30, 2006, 700,000 common shares were issued in an offshore transaction 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 of one year and only after a full registration statement is filed and cleared by the 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 an option to acquire an interest in a mineral property in Inner Mongolia, China.

On November 22, 2006, 500,000 common shares were issued in an offshore transaction 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 of one year and only after a full registration statement is filed and cleared by the 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 per share, a price determined to be fair value, for the acquisition of the remaining 30% of the 50% interest in a mineral property in Inner Mongolia, China.

9.           INCOME TAXES

The Company has accumulated non-capital losses for Canadian and US income tax purposes of $677,129 that expire as follows:

2023	$	146,567
2024		70,590
2025		82,739
2026		234,271
2027		142,962
	$	677,129

The reconciliation of income tax provision computed at effective statutory rates to the 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 Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2007 and 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 loss carry-forwards and the resource deductions have not been recorded in these consolidated financial statements as the Company estimates that these tax assets, more likely than not, will not be realized.

10.          SEGMENT DISCLOSURES

The following geographic data references assets based on their physical location.  The Company has interests in 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.          LOAN PAYABLE

The company has entered into a $300,000 loan agreement. The loan is unsecured, without interest or stated terms of repayment.

F-16

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

12.          SUBSEQUENT EVENTS

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

On January 15, 2008, the Company received an extension on completing $500,000 of exploration expenditures required by February 1, 2008 to February 1, 2009 in consideration for 100,000 common shares of the Company.  The 100,000 common shares were issued at $0.33 per share, a price determined to be fair value.

On February 26, 2008, the Company acquired 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 the Company.  These shares cannot be sold to a US person or through a US stock exchange for a period of one year and only once a full registration statement is cleared by the SEC.  The Company will also assume all obligations to the original vendors.

 

F-17

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Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not Applicable

Item 8A.  Controls and Procedures .

(a) Evaluation of Disclosure Controls and Procedures

Based on the management's evaluation (with the participation our President and Chief Financial Officer), our President and Chief Financial Officer have concluded that as of December 31, 2007, the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange of 1934 (the "Exchange Act") are effective to provide reasonable assurance that the information required to be disclosed in this annual report on Form 10-KSB is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms. and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

(b) Internal control over financial reporting

Management's annual report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our President and Chief Executive Officer, and our Chief Financial Officer, we have evaluated the effectiveness of our internal control over financial reporting and preparation of our annual financial statements as of December 31, 2007 and based upon their evaluation determined our internal controls were not effective as the issuance of 3,011,500 common shares shares  in August 2007 was not recorded in the September 30, 2007 quarterly financial statements and this oversight was only discovered at the time of the preparation of the audited financial statements.   Our auditors have informed the Company that they considered the matter described above to be material weaknesses in the Company's internal controls over financial reporting. The Company intends to take corrective action to address the material weakness identified and  file an amended Form 10-QSB for the quarter ended September 30, 2007.

Attestation report of the registered public accounting firm

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

Changes in Internal Controls

As stated above, based on the evaluation as of December 31, 2007, by our President and Chief Executive Officer, and our Chief Financial Officer we have concluded that there are material weaknesses in our current internal controls which we need to take immediate corrective action with regard to certain deficiencies and material weakness to ensure  the effectiveness of  our internal controls going forward in the future..

Item 8A(T) – Controls and Procedures

See Item 8A – Controls and Procedures above.

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Item 8B. Other Information

On February 26, 2008, the Company acquired 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 the Company. The Company will also assume all obligations to the original vendors. The Company expects to issue the 1,800,000 shares to TMBW International Resources Corporation within the next 60 days.

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

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

The issuance of  shares in both  transactions noted above were completed pursuant to Rule 903 of Regulation S of the Securities Act of 1933  on the basis that the issuance of the shares were each completed in an offshore transaction, as defined in Rule 902(h) of Regulation S with a non U.S. person or entity, as defined in Regulation S, and these parties were not acquiring the shares for the account or benefit of a U.S. person.  All securities issued were endorsed with a restrictive legend.  These shares may not be offered or sold in the United States unless the securities are registered under the Securities Act of 1933 or pursuant to an exemption from the Securities Act of 1933 .

PART III

Item 9. Directors and Executive Officers of the Registrant.

Identification of Directors and Executive Officers

Each of our directors is elected by the stockholders for a term of one year and serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors for a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, audit or compensation committee.

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

Name	Age	Positions	Date First Held
Derek Bartlett 1 - 336 Queen Street, South Mississauga, Ontario L5H 1M2	65	President, Chief Executive Officer, & Director	July 18, 2003
John Arnold 42 Fox Run Drive Guelph, Ontario N1H 6H9	61	Treasurer, Acting Chief Financial Officer, and Principal Accounting Officer	July 18, 2003
Donald W. Kohls 1972 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

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Background of Officers and Directors

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

Derek Bartlett, President, Chief Executive Officer, Secretary & Director . Mr. Derek Bartlett has been involved in various capacities with junior mining companies for over forty years. Mr. Derek Barrett currently serves as a director of the following mining and exploration companies listed on the TSX Venture 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); Oromin Explorations Ltd., since February 2002 (OLE); Saville Resources Ltd., formerly known 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 TSX Venture Exchange listed companies: Fresco Developments Ltd., from December 1993 to February 2002; Blue Diamond Mining Corporation, formerly known as Blue Ribbon Resources Ltd., from September 2002 to March 2003 (BDM); Hyperion Resources Corp., from May 2000 to November 2002; ); Prospex Mining Inc., from April 1997 to July 1999 (PRM), now part of Semfo Inc. (TSE: SMF); Noront Resources Ltd., from April 1993 to April 3, 2003 (NOT); VVC Exploration Corp. from September 2001 to February 2003 (VVC); A.I.S. Resources Limited, from April 1994 to October 1997(AIS). Mr. Derek Bartlett is a graduate of the University of New Brunswick (B.Sc. Geology).

John Arnold, Treasurer, Acting Chief Financial Officer, and Principal Accounting Officer . Mr. Arnold is the proprietor of John M. Arnold, CA, Management Consultant since 1976. Mr. Arnold currently serves as a director and chief financial officer of the following mining and exploration companies listed on the Toronto Stock Exchange: 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 chief financial officer of Normiska Corporation an agricultural products company listed on the TSX Venture Exchange (NCO) since 1997. Mr. Arnold served as a director of United Tex-Sol Mines Inc. , a TSX Venture Exchange listed mining and 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 a Chartered Accountant.

Donald Kohls, Director . Mr. Kohls has been involved in the mining industry over forty years having developed exploration projects in the U.S.A., Canada, Brazil, Bolivia, Chile, South Africa, Ireland and Arabia. As Vice President and Chief Consulting Geologist and Director for fifteen years with Goldfields Mining Corporation, Mr. Kohls was an instrumental component of founding one of the more successful exploration organizations in the world. During the twelve years he spent with New Jersey Zinc Mr. Kohls supervised projects for zinc, lead, gold, copper, silver and titanium all over the world and formed exploration companies in Brazil and South Africa. Mr Kohls is a graduate of the University of Minnesota (Ph. D. in Geology).

Alex Johnston, Promoter .  Mr. Johnson is the Senior Manager of Global Private Banking for the Royal Bank Financial Group in Dubai, United Arab Emirates a position he has held since 2000. He markets value added services and international banking, investment, fund administration and trust services. He joined the Royal Bank in Dubai in 1999.  From 1998 to 1999, he worked for the Equitable International Funds a European financial institution which was located in Dubai. Mr. Johnston is a graduate of  Seneca College in Toronto, Ontario.  Mr. Johnston does not have any formal technical training or experience in exploring for, starting, and operating a mining exploration program.

Significant Employees

Newport has no employees who are not executive officers, but who are expected to make a significant contribution to our business. We intend to hire independent geologists, engineers and excavation subcontractors on an as needed basis. We have not entered into any negotiations or contracts with any of them. We do not intend to initiate negotiations or hire anyone until we receive proceeds from our offering.

All of the members of our board of directors have extensive experience in the metal exploration and mining industry. Newport is in the start phase and therefore the time requirements to date on the members of our board of directors have been minimal. We expect these time requirements going forward will increase but none of our directors or officers will spend 100% of his time on the business of Newport.

Involvement in Certain Legal Proceedings

During the past five years, our sole director and officer has not been:

• a general partner or executive officer of any business against which any bankruptcy petition was filed,

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• either at the time of the bankruptcy or two years prior to that time;

• convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

• subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent 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 competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee Financial Expert

We do not have a standing Audit Committee. The functions of the Audit Committee are currently assumed by our Board of Directors which consists of one person.  Additionally, we do not have a member on our board of directors that has been designated as an audit committee "financial expert."  We do not believe that the addition of such an expert would add anything meaningful to our company at this time.  It is also unlikely we would be able to attract an independent financial expert to serve on our Board of Directors at this stage of our development. 

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Under the securities laws of the United States, our directors, executive officers (and certain other officers) and any persons holding more than 10% of our outstanding voting securities are required to report their ownership in our securities and any changes in that ownership to the SEC. Based solely upon reliance on the verbal and written representations of our director and officer, all reporting persons were in compliance with Section 16(a) of the Securities Exchange Act of 1934 during fiscal 2006. 

Code of Ethics

We have not adopted a Code of Ethics at this time and we are reviewing the necessity of adopting such a document at this time given the composition of our Board of Directors and Officers and our scale of its operations at this time.

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Item 10. Executive Compensation

Summary of Compensation of Executive Officers

The following e summarizes the compensation paid to our President and Chief Executive Officer during the last three complete fiscal years. No other officer or director received annual compensation in excess of $100,000 since our date of incorporation.

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.

 

Stock Options/SAR Grants

No grants of stock options or stock appreciation rights were made since our date of incorporation July 16, 2003.

Compensation of Directors

No cash compensation was paid to our directors for their services as directors since our date of incorporation July 16, 2003. We have no standard arrangement pursuant to which our directors are to be compensated for their services in their capacity as directors except for the granting from time to time of incentive stock options. The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated below, no director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.

Employment Contracts and Termination of Employment or Change of Control.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement).

Equity Compensation Plan

We do not have any securities authorized for issuance under any equity compensation plans.

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Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of March 27, 2008 regarding the beneficial ownership of our common stock by (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock, (ii) by each of our directors and executive officers and (iii) by all of our executive officers and directors as a group. Each of the persons named in the table has sole voting and investment power with 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, South Mississauga, Ontario L5H 1M2	50,000 (Restricted securities as defined in the Securities Act of 1933 )		0.27%
Common Stock	John Arnold 42 Fox Run Drive Guelph, Ontario N1H 6H9	25,000 (Restricted securities as defined in the Securities Act of 1933 )		0.13%
Common Stock	Donald W. Kohls 1972 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 no present arrangements or pledges of Newport's securities which may result in a change in control of Newport.

Item 12. Certain Relationships and Related Transactions and Director Independence

Certain Relationships and Related Transactions

On July 18, 2003, we committed a total of 50,000 shares of restricted common stock to Mr. Derek Bartlett and on July 18, 2003, we committed a total of 50,000 shares of restricted common stock to Messrs. Arnold and Kohls who are officers and directors of our company. The shares were acquired for a total cash consideration of $100 or $0.001 per share.

Since inception, Mr. Derek Bartlett has invoiced Newport for $121,404 for geological consulting fees, $8,922 for office costs and $4,131 for travel costs. The break-down is as follows:

• Mr. Bartlett's fee for 2003 consisted of 100 days for $43,636 for work on projects researched outside of the Burnt Basin group. Fee for the latter property totaled $2,182 for a total fee of $45,818. Travel was $1,529 and office expenses were $4,298 for 2003. For 2004 travel was $2,502 and office expenses were 3,724.

• Mr. Bartlett's fee for 2004 consisted 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.

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• Derek Bartlett's fee for 2005 consisted of $12,000 based on $1,000 per month for 12 months.

• Mr. Bartlett's fee for 2006 consisted of consulting fees of $36,586.

Since inception these fees total $154,457. The majority of these fees were for detailed research of all 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-interest bearing demand loan. There is no documents reflecting this arrangement and repayment is not due on a specific date. Mr. Derek Bartlett will accept repayment from Newport when money is available. Newport plans to repay the loan from the proceeds of this offering provided that it raises the maximum amount.

Mr. Derek Bartlett provided the geological consulting services to Newport in connection with locating mineral claims which he believed had potential.  In doing so, he researched numerous properties and property proposals for selection calling, traveling and meeting with mining claim and property holders in Vancouver, British Columbia, Toronto, Ontario and other regions in Canada and the US. Where warranted he visited potential properties.  Mr. Derek Bartlett made a field visit to the Burnt Basin Property prior to the selection of this property.  Mr. Derek Bartlett has extensive experience in the mining exploration industry and holds a B.SC. degree in Geology from the University of New Brunswick.  Mr. Derek Bartlett did not hold a personal interest in any of the properties reviewed on behalf of Newport including the Burnt Basin Property.

Newport retained the services of the President's son, Mr. Tyler Bartlett, as an independent 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 year 2004, $6,000 for 2005 and $0 for 2006. As at December 31, 2007, the total balance owing to Mr. Tyler Bartlett is $48,239.  This amount is treated as a non-interest bearing demand loan.  Mr. Tyler Bartlett provided office and other assistance to Mr. Derek Bartlett.  His services included placing and answering calls on Mr. Derek Bartlett's behalf in sourcing potential mining claims or properties for Newport.  He also assisted Mr. Derek Bartlett's preliminary review of materials presented on potential mining claims or properties by drafting and typing summaries for Mr. Derek Bartlett, initial term sheets and correspondence etc.  Mr. Tyler Bartlett also conducted additional research on different mining claims and properties identified in the south eastern area of British Columbia by reviewing the public mining records and other public and non-public information available for historic gold exploration areas and properties being investigated beyond the preliminary stage.  Part of his office duties was to organize the materials necessary to prepare Newport's prospectus.   Mr. Tyler Bartlett also provided Newport with management services for day to day matters, including for a time banking services through his company Bartex Resources. 

Messrs. Derek Bartlett, John Arnold, and Donald Kohls are each involved with several other mining exploration companies. As a result, a conflict of interest between Newport and one of these other companies may arise from time to time. We have not formulated a policy for 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 to interpret various technical reports, maps, etc. to a level and degree that a non-technical person could not achieve. This interpretation includes but is not limited to geologic, geophysical, geochemical and economic date. Far more time is required in this type of interpretation and generally involves numerous reports, maps, etc.

Director Independence

Messrs. Arnold and Kohls are independent directors, as the term "independent" is defined by the rules of the Nasdaq Stock Market (Note: Our shares of common stock are not listed on NASDAQ or any other national securities exchange and this reference is used for definition purposes only).  We currently only have four directors on our Board of Directors.

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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. Principal Accountant Fees and Services.

Fees and Services

Pannell Kerr Forster, Charted Accountants (registered with the PCAOB as "Smythe Ratcliffe"), audited our financial statements for fiscal 2007 and 2006, as well as the quarterly statements for fiscal 2007 and 2006.   The following is an aggregate of fees billed for each of the last two fiscal years for professional services 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.

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Pre-Approval Polices and Procedures

We understand the need for our principal accountants to maintain objectivity and independence in their audit of our financial statements. To minimize relationships that could appear to impair the objectivity of our principal accountants, our audit committee has restricted the non-audit services that our principal accountants may provide to us primarily to tax services and review assurance services.

We are only to obtain non-audit services from our principal accountants when the services offered by our principal accountants are more effective or economical than services available from other service providers, and, to the extent possible, only after competitive bidding. These determinations are among the key practices adopted by the audit committee effective during fiscal 2006. The board has adopted policies and procedures for pre-approving work performed by our principal accountants.

After careful consideration, the audit committee of the board of directors has determined that payment of the above audit fees is in conformance with the independent status of our company's principal independent accountants. Before engaging the auditors in additional services, the audit committee considers how these services will impact the entire engagement and independence factors.

The Board of Directors has pre-approved specifically identified non-audit related services, including tax compliance, review of tax returns, documentation of processes and controls as submitted to the Board of Directors from time to time.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant 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 below by the following persons on behalf of the registrant and in the capacities indicated, 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

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