-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UryJdtWUUIXfEvSrtLDdkNeED+9GYoe3PIyCLd63/Cu/vXYzaf8jAaXTgePPqmTX BFXmtfLDb+K+r4SrCpp2ww== 0001221508-08-000029.txt : 20080516 0001221508-08-000029.hdr.sgml : 20080516 20080516171835 ACCESSION NUMBER: 0001221508-08-000029 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Newport Gold, Inc. CENTRAL INDEX KEY: 0001289223 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52214 FILM NUMBER: 08843252 BUSINESS ADDRESS: STREET 1: 1495 RIDGEVIEW DRIVE STREET 2: SUITE 220 CITY: RENO STATE: NV ZIP: 89509 BUSINESS PHONE: 905-542-4990 MAIL ADDRESS: STREET 1: 1495 RIDGEVIEW DRIVE STREET 2: SUITE 220 CITY: RENO STATE: NV ZIP: 89509 10QSB/A 1 form10qsba_09302007.htm FORM 10QSB AMENDMENT NO. 1

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

FORM 10-QSB/ A
(Amendment No. 1)

(Mark One)

X

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter period ended September 30, 2007

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________ to __________

Commission file number 000-52214


NEWPORT GOLD, INC.

(Name of small business issuer as specified in its charter)

NEVADA

N/A

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

220 – 1495 Ridgeview Drive, Reno, Nevada 89509

(Address of principal executive offices)

(905) 542-4990

(Issuer’s telephone number)

Not Applicable

(Former name, address or fiscal year if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

X

No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

X

No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

20,386,500 common shares issued and outstanding as of May 15, 2008

Transitional Small Business Disclosure Format (Check one):

Yes

No

X

1


Newport Gold, Inc.

INDEX

EXPLANATORY NOTE. 3
PART 1 - FINANCIAL INFORMATION. 3
  ITEM 1.  FINANCIAL STATEMENTS. 3
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. 12
    General. 12
    Plan of Operations. 12
    Loss Per Period/General and Administrative Expenses. 13
    Liquidity and Capital Resources. 14
    Recent Accounting Pronouncements. 14
    Critical Accounting Policies. 14
    "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. 14
  ITEM 3: CONTROLS AND PROCEDURES. 14
    (a) Evaluation of Disclosure Controls and Procedures. 14
    (b) Internal control over financial reporting. 14
  ITEM 3A(T): CONTROLS AND PROCEDURES. 15
PART II - OTHER INFORMATION. 15
  ITEM 1. LEGAL PROCEEDINGS. 15
 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

16
    Unregistered Sales of Equity Securities. 16
    Use of Proceeds. 16
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 16
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 16
  ITEM 5. OTHER INFORMATION. 16
  ITEM 6.  EXHIBITS. 17
    Exhibits. 17
SIGNATURES. 18

2


EXPLANATORY NOTE

Newport Gold, Inc. ("Newport" or the "Company") is filing this Amendment No. 1 on Form 10-Q/A ("Amendment No. 1 Filing") to amend its Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007, as originally filed with the Securities and Exchange Commission ("SEC") on November 14, 2007 ("Original Filing").  The financial statements of the Company, and related disclosure, in the Original Filing did not disclose the issuance of 3,011,500 common shares by the Company on August 7, 2007.

For the convenience of the reader, this Amendment No. 1 Filing sets forth the Original Filing in its entirety, as amended where necessary, to reflect the restatement. The following Items have been amended as a result of, and to reflect, the restatement:

  • Part I  - Item 1 –Financial Statements (unaudited);
  • Part I  - Item 2 – Management’s Discussion and Analysis or Plan of Operations;
  • Part II - Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds; and
  • Part II - Item 6 – Exhibits.

Except for the amended information described above, this Amendment No. 1 Filing speaks as of the filing date of the Original Filing and does not update or discuss any other Company developments after the date of the Original Filing. Accordingly, this Amendment No. 1 Filing should be read in conjunction with the Company's filings made with the SEC after the filing of the Original Filing on November 14, 2007.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by our principal executive officer and principal financial officer are filed as exhibits to the Amendment No. 1 Filing under Item 6 of Part II hereof.

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The information in this report for the nine months ended September 30, 2007, is unaudited but includes all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) which Newport considers necessary for a fair presentation of the financial position, results of operations, changes in stockholders' equity and cash flows for those periods.

The condensed consolidated financial statements should be read in conjunction with Newport's financial statements and the notes thereto contained in Newport's Audited Financial Statements for the year ended December 31, 2006, in the Form 10KSB and filed with the SEC on April 20, 2007.

Interim results are not necessarily indicative of results for the full fiscal year.

3


NEWPORT GOLD, INC.
(An Exploration Stage Company)
Condensed Consolidated Balance Sheets
(US Dollars)


September 30, 2007 (Unaudited) 

December 31, 2006
(Audited)

Assets

Current

  Cash

$  70,580

$ 129,366

  Prepaid expenses

9,304

0

79,884

129,366

Long-Term

  Mining claims

2,294,519

285,576

  Computer equipment, less

    accumulated amortization

    of $2,266 ($1,510 in 2006)

3,090

   3,390

Total Assets

$ 2,377,493

$ 418,332

Liabilities and Stockholders’ Equity

Current

  Accounts payable

$ 206,299

$ 135,715

  Due to related parties (note 4)

  193,578

  193,578

399,877

329,293

Loan Payable (note 5)

200,000

0

Total Liabilities

599,877

329,293

Stockholders’ Equity

Capital Stock

  Authorized

    100,000,000 Common shares par value of $0.001 per share

  Issued and outstanding

      18,186,500 and 15,075,000 Common shares at September 30, 2007 and December 31, 2006, respectively (note 6)

18,186

15,075

  Additional paid-in capital

2,619,364

770,575

Other Comprehensive Income (Loss)

151,048

(6,432)

Accumulated Deficit

(1,010,982)

(690,179)

Total Stockholders’ Equity

1,777,616

89,039

Total Liabilities and Stockholders’ Equity

$  2,377,493

$  418,332

See notes to condensed consolidated financial statements.

4


NEWPORT GOLD, INC.
(An Exploration Stage Company)
Condensed Consolidated Statements of Operations
(US Dollars)
(Unaudited) 



Nine Months Ended
September 30,

Three Months Ended
September 30,

Cumulative Period
From July 16, 2003
(Inception) through
September 30,

2007

2006

2007

2006

2007

Expenses

  Salaries

$           0

$ 110,000

$          0

$             0

$ 110,000

  Accounting and legal

77,959

35,753

42,680

13,334

206,446

  Investor relations (note 4)

0

13,390

0

                     0

114,525

  Expenditures on resource
    property (note 3)

0


0

0

0

53,465

  Office and travel

12,811

34,572

6,507

14,034

87,724

  Geological consulting fees

216,865

26,719

95,210

15,069

420,854

  Filing fees and transfer agent

12,392

0

9,766

0

22,971

  Amortization expenses

776

1,132

268

377

2,286

  Foreign exchange gain

0

0

0

      0

(7,289)

Net Loss

320,803

221,566

154,431

42,814

1,010,982

Other Comprehensive (Income) Loss

(157,480)

3,263

(127,471)

      (2,375)

(151,048)

Total Comprehensive Loss

$ 163,323

$ 224,829

$ 26,960

$ 40,439

$ 859,934

Loss Per Share

$ 0.01  

$ 0.02

$ 0.00

$ 0.00

Weighted Average Number of   Shares Outstanding

15,744,350

11,375,000

16,995,137

11,375,000

See notes to condensed consolidated financial statements.

5


NEWPORT GOLD, INC.
(An Exploration Stage Company)
Condensed Consolidated Statements of Stockholders’ Equity
Period from July 16, 2003 (Inception) to September 30, 2007
(US Dollars)
(Unaudited) 


Shares

Par
Value

Additional
Paid-In
Capital

Share
Subscriptions
Received

Other
Comprehensive
Income
(Loss)

Accumulated
Deficit
During
Exploration
Stage

Total
Stockholders’
Equity

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)

Share subscriptions

  - cash

Common shares issued

  for cash

12,575,000

12,575

523,075

0

0

0

535,650

Common shares issued

  for mining claims

2,500,000

2,500

247,500

0

0

0

250,000

Common shares issued

  for share subscriptions

0

0

0

(259,650)

0

0

(259,650)

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

Common share issued

  for mining claims

3,111,500

3,111

1,848,789

0

0

0

1,851,900

Translation adjustment

0

0

0

0

157,480

0

157,480

Net loss

0

0

0

0

0

(320,803)

(320,803)

Balance,

  September 30, 2007

18,186,500

$ 18,186

$ 2,619,364

$             0

$ 151,048

$ (1,010,982)

$  1,777,616

See notes to condensed consolidated financial statements.

6


NEWPORT GOLD, INC.
(An Exploration Stage Company)
Condensed Consolidated Statements of Cash Flows
(US Dollars)
(Unaudited) 


Nine Months Ended
September 30,

Cumulative Period
From July 16, 2003
(Inception) through
September 30, 2007

2007

2006

Operating Activities

  Net loss

$  (320,803)

$  (221,566)

$  (1,010,982)

  Item not involving cash:

    Depreciation

776

     1,132

2,286

Operating Cash Flow

(320,027)

(220,434)

(1,008,696)

Changes in Operating Assets and Liabilities

  Prepaid expenses

(8,378)

(40,000)

(8,352)

  Accounts payable

42,601

5,598

271,101

  Due to related parties

(29,892)

36,586

159,605

Cash Used in Operating Activities

   (315,696)

   (218,250)

   (586,342)

Investing Activities

  Computer equipment

      0

   (5,034)

    (5,034)

  Expenditures on resource

   property - shares

0

0

(12,364)

Cash Used in Investing Activities

0

(5,034)

(17,398)

Financing Activities

  Loan proceeds

180,091

0

180,091

  Common shares issued

0

156,000

276,000

  Subscriptions received

      0

      0

    237,150

Cash Provided by Financing Activities

180,091

156,000

693,241

Inflow (Outflow) of Cash

(135,605)

(67,284)

89,501

Effect of Exchange Rate Change on Cash

  Balance held in Foreign Currencies

76,819

(3,293)

18,921

Cash, Beginning of Period

   129,366

   151,520

     0

Cash, End of Period

$   70,580

$   80,943

$     70,580

Non-Cash Investing and Financing Activity

  Common stock issued for property

$   1,851,900

  $             0

$   2,222,325

Supplemental Disclosures

  Interest paid

$           0

$            0

$             0

  Income taxes paid

$           0

$            0

$             0

                             See notes to condensed consolidated financial statements.

7


NEWPORT GOLD, INC.
(An Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2007 and 2006 and the Period from July 16, 2003 (Inception) to September 30, 2007
(US Dollars)
(Unaudited) 


1.             OPERATIONS AND BASIS OF PRESENTATION

          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 condensed 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. All intercompany transactions and balances have been eliminated.

          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 condensed 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 condensed consolidated financial statements.

2.             GOING-CONCERN

These condensed consolidated 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 the payment of liabilities in the normal course of operations for the foreseeable future.

8


NEWPORT GOLD, INC.
(An Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2007 and 2006 and the Period from July 16, 2003 (Inception) to September 30, 2007
(US Dollars)
(Unaudited) 


2.             GOING-CONCERN (Continued)

The general business strategy of the Company is to explore and research an existing mineral property 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. Management intends to raise additional capital through share issuances to finance operations and invest in the Burnt Basin Properties as described in note 3.

The Company has a working capital deficit of $319,993 (December 31, 2006 - $199,927), has accumulated losses during the exploration stage of $1,010,982 (December 31, 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.

3.             RESOURCE PROPERTIES

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.

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 the city 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”) (totaling 2%), and cash and share payments totaling $12,364 (Cdn $17,000) (paid) and 225,000 shares of common stock (issued) . The Company must also incur exploration expenses totaling $ 248,700 (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.

The first NSR consists of a 1% NSR payable to the property owner capped at $248,700 (Cdn $250,000), that will be provided by making annual $9,948 (Cdn $10,000) prepaid NSR payments beginning in September, 2003 ($32,810 (Cdn $40,000) paid to December 31, 2006). A further 1% NSR is payable to the optionor. One-half of the latter 1% NSR may be bought out for the sum of $497,400 (Cdn $500,000).


NEWPORT GOLD, INC.
(An Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2007 and 2006 and the Period from July 16, 2003 (Inception) to September 30, 2007
(US Dollars)
(Unaudited) 


3.             RESOURCE PROPERTIES (Continued)

   (a)        (Continued)

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 mining company with more experience at that stage of operation.

   (b)        By an 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 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 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 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.

4.            RELATED PARTY TRANSACTIONS

(i) As of September 30, 2007, the total balance owing for investor relations by the estate of the son of the president of the Company was $48,239 (December 31, 2006 - $48,239). The amount owed is without interest or stated terms of repayment and is unsecured.

(ii) As of September 30, 2007, the president is owed $145,339 (December 31, 2006 - $145,339), which amount 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 exchanged amount, which is the amount of consideration agreed to between the parties.

5.             LOAN PAYABLE

The Company’s loan payable is without interest or stated terms of repayment and is unsecured.

10


NEWPORT GOLD, INC.
(An Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2007 and 2006 and the Period from July 16, 2003 (Inception) to September 30, 2007
(US Dollars)
(Unaudited) 


6.          CAPITAL STOCK

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.

11


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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.

The "Plan of Operations" of Newport is incorporated by reference from the Newport's Form SB-1, as amended, filed with the SEC on June 8, 2005.

Plan of Operations

Newport is a pre-exploration company incorporated under the laws of the State of Nevada on July 16, 2003. We commenced our business operations in 2006.

Burnt Basin, B.C.

Results to date show a large zinc, lead, copper, silver soil geochemical  anomaly 200-400 meters in width and over 1km in length.  Within this area untested airborne conductors have been found as well as many random occurring outcrops which have yielded many values in excess of 12% combined lead and zinc.  The latter outcrops also contain silver, copper and gold values.

Numerous other smaller zinc, lead, copper, gold soil geochemical anomalies were defined elsewhere on the grid, many of which are unrelated to any know mineralization.  A strong 100m x 150m copper- gold soil anomaly was also defined several hundred meters to the northwest of the Upper Eva Bell showing, which is also unrelated to any known mineralization.

A new discovery of sphalerite-magnetite mineralization was made 800 meters to the northwest of the Halifax Zone with values to 15.4% zinc.

Unexpected Area:   A new discovery of massive galena mineralization was also made, 1km north of the Halifax zone with values to 51.5% lead, 1.3 % zinc and 327g/t silver.  A second area of mineralization, 200 meters to the north, returned values to 1.03% zinc and a third area of mineralization a further 250 meters to the north, returned values to 17.1 g/t gold, 15.4 g/t silver, 1% lead and 0.6% zinc. 

Contact Area:  High precious metals values to 59 g/t gold and 74.9 g/t silver were obtained from sampling at the Contact Zone.  This zone was discovered during the 2005 work program.

Hastings Area:  A historically known area of massive magnetite-sphalerite mineralization was located, 500 m south of the Halifax, with values to 32.3% zinc returned from samples collected.

Burnt Basin Area: A new quartz vein discovery was made, 1 km west of the Motherlode, with values to 4.6 g/t gold.

Aldeen area:  A new quartz vein discovery was made, 1km north of the Eva Bell, with values to 4.9g/t gold. 

Field work was carried out under the supervision of Linda Caron M.Sc. Geology.

China

A deep Induced Polarization survey was commenced over a portion of the property where near surface I.P. anomalies had been defined last year.  The purpose is to define anomalies at depth below the oxidized zone. 

No results are available yet but will be released when all the data has been received and interpreted. 

12


Inner Mongolia Property

On November 17, 2006, Newport acquired an option to earn a 20% interest in a 50% interest held by the optionors in certain mineral exploration rights located in Inner Mongolia, China (the "Inner Mongolia Property"). This property is held by Noront Resources Ltd. ("Noront" NOT TSX-V) through BaoTou Noront Mineral Development Co. and consists of 5.16 km (2) situated about 100 km north of BaoTou City. The option agreement is subject to an underlying agreement dated February 1, 2006 between Noront and the optionors. In order to earn its interest in the property, Newport issued 2,200,000 common shares to the optionors and an additional 300,000 common shares to Noront at $0.10 per share. Newport 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 Newport a first right of refusal on acquiring the remainder of their 50% interest for a period of one year. Newport must issue a total of 800,000 common shares to Noront 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.  Newport received an extension on completing the required expenditures to February 1, 2008 in consideration for 100,000 shares of Newport, fair valued at $0.45 per share.

On August 7, 2007 the company issued 3,011,500 shares for the remaining 30% interest in the China Property.   The company now has an option to earn a 50% interest in the China Property.

Newport has recently received a geological report on the Inner Mongolia Property prepared by Newport's Consulting Geologist Daniel Huang M.Sc. Diamond drilling on the Inner Mongolia Property is planned during the summer of 2007. In order to proceed with this project, Newport will have to raise at least $300,000 through private placements or other capital avenues.

Off-balance sheet arrangements

As of September 30, 2007, Newport has had no off-balance sheet arrangements.

Loss Per Period/General and Administrative Expenses

Newport's net loss for the nine months ended September 30, 2007, was $320,803, compared to a loss of $221,566, for the nine month period ending September 30, 2006.

Most of the loss for the current period is due to geological consulting fees totaling $216,865 ($26,719 - September 30, 2006).  Accounting and legal expenses were $77,959 compared to $35,753 for the same nine-month period ended September 30, 2006. Office and travel expenses were $12,811 compared to $34,572 for the same nine month period ended September 30, 2006. 

Liquidity and Capital Resources

As of September 30, 2007, the Company had total cash on hand of $70,580 ($80,943 – September 30, 2006). Newport also had $599,877 in liabilities ($329,293 – September 30, 2006) of which $193,578 is owed to related parties ($193,578 – September 30, 2006) and $206,299 is owed for accounts payable ($135,715 – September 30, 2006).

Management estimates that Newport will need approximately $590,000 over the next twelve months to follow through with its plan of operation. Newport has budgeted $50,000 for legal expenses, $50,000 for accounting and audit expenses, $75,000 for administration, $60,000 for office, $20,000 for travel expenses, $200,000 for Burnt Basin exploration costs, $200,000 for exploration work on the Mongolia Property and $15,000 for transfer agent expenses. Newport intends to raise additional capital through additional private placements of its equity securities and, if available on satisfactory terms, debt financing to achieve our goals and objectives for the next twelve months.

13


Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This statement is 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 condensed consolidated financial statements.

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 condensed consolidated financial statements.

Critical Accounting Policies

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

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

This Form 10-QSB report may contain certain "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and/or releases, which represent our expectations or beliefs, including but not limited to, statements concerning our economic performance, financial condition, growth and marketing strategies, availability of additional capital, ability to attract suitable personal and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," "might," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important facts, including but not limited to those risk factors in Newport's Registration Statement on Form SB-1, as amended, filed with the SEC on June 8, 2005.

ITEM 3: 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 March 31, 2008 , 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 quarterly report on Form 10-QSB 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:

14


  • 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, when we 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, we determined our internal controls were not effective on September 30, 2007, as the issuance of 3,011,500 common 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 deficiencies in our internal control related to equity transactions, specifically, the failure to properly record issuances of stock, and the failure to properly itemize such transactions in the statement of stockholders’ equity, balance sheet and consolidated cash flows.  The unrecorded transactions and disclosure deficiencies were detected in the audit process and have been appropriately recorded and disclosed in the December 31, 2007 Form 10-KSB and this Amendment No. 1 Filing. We are in the process of improving our internal controls over accounting for equity and debt transactions and related disclosures and process controls in an effort to remediate these deficiencies through improved supervision and training of our accounting staff. These deficiencies have been disclosed to our audit committee. Additional effort is needed to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures. Newport’s management, audit committee, and directors will implement policies and procedures to ensure that our controls and procedures are adequate and effective.

This quarterly 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 quarterly 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 as of September 30, 2007, there were material weaknesses in our internal controls which we are in the process of implementing corrective action with regard to certain deficiencies and material weakness to ensure the effectiveness of  our internal controls going forward in the future..

ITEM 3A(T): CONTROLS AND PROCEDURES

See Item 3A – Controls and Procedures above.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To Newport's knowledge, no lawsuits were commenced against Newport during the nine months ended September 30, 2007, nor did Newport commence any lawsuits during the same period. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

15


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

On August 7, 2007 the company issued 3,011,500 shares for the remaining 30% interest in the China Property . The company now has an option to earn a 50% interest in the China Property.

In November 17, 2006, the Registrant acquired an option to earn a 20% interest in a 50% interest held by the Original Holders of this same Property. Under the November Agreement the Original Holders had granted the Registrant a first right of refusal on acquiring the remainder of their 50% interest for a period of one year. The Registrant exercised this right through the August Agreement. The Registrant now owns an option to earn a 50% interest in the Property.

The August Agreement and November Agreement are subject to an underlying agreement dated February 1, 2006 between the vendor of the Property and the Original Holders (the "February Agreement"). Under the terms of the February Agreement, the Registrant 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) and incur $250,000 of exploration expenditures by February 1, 2007. The Registrant received an extension on completing the required expenditures to February 1, 2008 subsequent to signing the November Agreement in consideration for the issuance of 100,000 shares of the Registrant.

The Original Option Holders and vendor of the Property are all at arm's length with respect to each other and are not related to the Registrant (i.e. Directors or Officers) and no person or party is an U.S. resident/citizen or entity.

The issuance made by Newport to the Original Holders was completed pursuant to Rule 903 of Regulation S of the Securities Act of 1933 on the basis that the issuance of the shares was completed in an offshore transaction, as defined in Rule 902(h) of Regulation S.  Newport did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. The Original Holders represented to us that they were not a U.S. person, as defined in Regulation S, and were not acquiring the shares for the account or benefit of a U.S. person. The agreement executed between us and the Original Holders included statements that the securities had not been registered pursuant to the Securities Act of 1933 and that the securities 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. The Original Holders agreed by on receipt of the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Securities Act of 1933. The share certificates issued to the Original Holders were each endorsed with a restrictive legend.

Use of Proceeds

Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

16


ITEM 6.  EXHIBITS

Exhibits

The following Exhibits are furnished as part of this Form 10-QSB, pursuant to Item 601 of Regulation S-B.

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

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

10.4

Option Agreement to Acquire Inner Mongolia Mineral Claims

10.5

Amendment Agreement to Acquire Inner Mongolia Mineral Claims

21

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

31.1

Certificate of CEO/CFO as Required by Rule 13a-14(a)/15d-14

31.2

Certificate of CEO/CFO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code

32.1

Certificate of CEO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code

17


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                               

  NEWPORT GOLD, INC.

 

 Date: May  16, 2008

/s/ Derek Bartlett

 By:

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

 

Date: May 16, 2008

/s/ John Arnold

By:

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


EX-31.1 2 exhibit_31.htm EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Derek Bartlett, certify that:

  1. I have reviewed this 10-QSB of Newport Gold, Inc.;
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
  4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
    1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
    2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    3. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
    4. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
  5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
     
    1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
    2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: May 16, 2008

/s/ Derek Bartlett

Derek Bartlett, Chief Executive Officer


EX-31.2 3 exhibit_312.htm EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATIONS

I, John Arnold, certify that:

  1. I have reviewed this 10-QSB of Newport Gold, Inc.;
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
  4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
    1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
    2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    3. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
    4. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
  5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
     
    1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
    2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: May 16, 2008

/s/ John Arnold

John Arnold, Chief Financial Officer


EX-32 4 exhibit_32.htm Exhibit 32

Exhibit 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Newport Gold, Inc., a Nevada corporation (the "Company"), does hereby certify, [to such officer's knowledge], that:

The Form 10-QSB for the nine-month period ended September 30, 2007 (the "Form 10-QSB") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 16, 2008

/s/ Derek Bartlett

Derek Bartlett, Chief Executive Officer

 

Date: May 16, 2008

/s/ John Arnold

John Arnold, Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


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