UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~(Form~~[X] ANNUAL ~~10-K~~REPORT ~~for~~PURSUANT ~~the~~TO ~~fiscal~~SECTION ~~year~~13 ~~ended~~OR ~~June~~15(d) ~~30,~~OF ~~2010)~~THE SECURITIES EXCHANGE ACT OF 1934

xFor ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~June 1330, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2011

~~For~~[ ] TRANSITION ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~June~~13 ~~30,~~OR ~~2010~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ____________

Commission File No. 000-33251

NEWPORT DIGITAL TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

(Formerly INTERNATIONAL FOOD PRODUCTS GROUP, INC.)




NEVADA	33-0903004
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification)




620 Newport Center Drive Suite 570, Newport Beach, CA	92660
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number: (949) 219-0530

Securities registered pursuant to Section 12(b) of the Act: none

Securities registered pursuant to Section 12 (g) of the Act: 389,570,001 common shares par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate ~~Securities~~by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ [ ] No x [X]

Indicate by check mark ifwhether the ~~registrant~~Registrant is(l) ~~not~~has ~~required~~filed toall ~~file~~ reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934 during the preceding 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the ~~Act~~best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~Yes ¨ No x~~?

Indicate by check mark whether the Registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨[ ] Accelerated filer ¨[ ] Non-accelerated filer ¨[ ] Smaller reporting company x[X]

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ¨ [ ] No x[X]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of ~~June~~December 3031, 2010 was approximately $23,~~805~~596,~~000based~~935 based upon the closing price of $0.~~0051~~003 reported for such date on The OTC Bulletin Board.

As of ~~June~~August 3023, ~~2010~~2011 the registrant had 1,~~390~~770,~~302~~755,~~001~~341 outstanding shares of Common Stock.

Documents incorporated by reference: None.

NEWPORT DIGITAL TECHNOLOGIES, INC.

TABLE OF CONTENTS

~~PAGE~~ PART I Item 1. Business 3 Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 14 Item 2. Properties 14 Item 3. Legal Proceedings. 15 Item 4. Submission of Matters to a Vote of Security Holders. 15 PART II Item 5. Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 15 Item 6. Selected Financial Data 16 Item 7. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 17 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 20 Item 8. Financial Statements and Supplementary Data 20 Item 9. Item 8A.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 20 Item 9A. Controls and Procedures 33 Item 9B. Other Information 33 PART III Item 10. Directors, Executive Officers, and Corporate Governance. 34 Item 11. Executive Compensation. 35 Item 12. Security Ownership of Certain Beneficial Owners and Management. 36 Item 13. Certain Relationships And Related Transactions, and Director Independence 37 Item 14. Principal Accounting Fees And Services 37 PART IV Item 15. Exhibits and Financial Statement Schedules. 37 SIGNATURES 38


		Page

Item 1.	Description of Business	4

Item 1A.	Risk Factors	10

Item 1B.	Unresolved Staff Comments	11

Item 2.	Property	11

Item 3.	Legal Proceedings	11

Item 4.	Submission of Matters to a Vote of Security Holders	11

PART II



Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12

Item 6.	Selected Financial Data	12

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	12

Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	14

Item 8.	Financial Statements and Supplementary Data	15

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26

Item 9A(T).	Controls and Procedures	26

Item 9B.	Other Information	27

PART III



Item 10.	Directors, Executive Officers and Corporate Governance	28

Item 11.	Executive Compensation	29

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30

Item 13.	Certain Relationships and Related Transactions, and Director Independence	30

Item 14.	Principal Accountant Fees and Services	30

PART IV



Item 15.	Exhibits, and Financial Statement Schedules	31


	Signatures	32

Information included or incorporated by reference in this Form 10-K contains forward-looking statements. This information typically involves known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements include, without limitation, assumptions that we will be able to successfully obtain additional capital on commercially reasonable terms sufficient to implement our business plan, develop and market products and services which achieve market acceptance and generate sales revenues at reasonable margins, and ultimately increase income streams from sales of products and services. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties. These risks and uncertainties include, but are not limited to:

Whether we will continue as a going concern;

Whether we will obtain sufficient additional capital, in the form or debt or equity or some combination, and on commercially reasonable terms, such that we can carry out our business plan;

Whether we will be able to consummate favorable agreements with or strategic partners for the marketing and distribution of products and services which have viable markets and good margins;

Whether our products and services will be received favorably in the market place, and generate significant sales revenues, and reasonable margins which allow us to generate income and cash flow, permit us to grow our business, and ultimately achieve profitability.

Given such uncertainties, among others, undue reliance should not be placed on these forward-looking statements. The Company does not undertake, and the Company specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement.

PART I

Item 1. Description of Business

OVERVIEW

The registrant (sometimes referred to the "Company" or "NDT") during the past year has continued to develop broaden a technology marketing and distribution business. As a result, it should be considered a development stage company, and has yet to realize revenues in its business.

~~The~~PART Company has underway the development, positioning and initial marketing of several different innovative wireless technology solutions which it hopes to sell to Fortune 500 companies and their clients. The Company has developed through strategic alliances with other companies, a portfolio of competencies in the following wireless technologies: (1) RFID (radio frequency identification); (2) WiMax; (3) Digital Signage/LED lighting; and (4) Security & Surveillance solutions. However, in the past year the Company has elected to narrow its initial focus on marketing and distributing only RFID and Digital Signage/LED lighting solutions and will hold off on initiating sales and marketing efforts on it WiMax and Security & Surveillance solutions.I

~~HISTORY~~Item 1. Description of Business

Newport Digital Technologies, Inc. (“NDT” or the “Company”), formerly Golden Choice Foods Corporation dba Golden Choice Foods, was incorporated in April 1996 pursuant to the laws of the state of Delaware and commenced a business in the marketing and distribution of consumer products, with an emphasis on food products.OVERVIEW

OnThe ~~June~~registrant 1,(sometimes ~~2000~~referred to the "Company" ~~re-domiciled~~or in"NDT") ~~the~~during ~~state of Nevada. In April, 2001~~ the ~~Company~~past ~~changed~~year ~~its~~has ~~name~~continued to ~~International~~develop ~~Food~~broaden ~~Products~~a ~~Group,~~technology ~~Inc.~~marketing and ~~became~~distribution ~~a fully reporting Company under the Securities Exchange Act of 1934 pursuant to Section (g) thereof~~business. As Ina ~~October of 2001~~result, ~~NDT~~it ~~filed~~should ~~with~~be ~~the~~considered ~~NASD its application for~~ a ~~listing~~development ~~symbol~~stage oncompany, ~~the~~and ~~OTC~~has ~~Bulletin~~yet ~~Board~~to ~~and~~realize ~~initiated~~revenues ~~trading~~in ~~thereafter of~~ its ~~common shares under the symbol “IFDG”, on the OTCBB~~business.

InFrom ~~2008~~2009 through late 2010, The Company had underway the development, positioning and initial marketing of several different innovative wireless technology solutions which it hopes to sell to Fortune 500 companies and their clients. The Company ~~underwent~~had aduring ~~significant~~that ~~restructuring~~time developed through strategic alliances with other companies, a portfolio of competencies in the following wireless technologies: (1) RFID (radio frequency identification); (2) WiMax; (3) Digital Signage/LED lighting; and (4) Security & Surveillance solutions. In July, 2010, the Company has elected to narrow its ~~business~~initial focus on marketing and distributing only RFID and Digital Signage/LED lighting solutions and to hold off on initiating sales and marketing efforts on it WiMax and Security & Surveillance solutions. In early 2011, the Company abandoned its focus on the RFID market, finding that it did not the capital or human resources to effectively compete in that market against other better financed, established companies, and ~~now~~decided ~~focuses~~to further reduce its ~~business~~focus on the Digital Signage Market. Specifically, the Company is working to sell a network of digital signage kiosks and screens into retail stores that would enable manufacturers of consumer goods to advertise, market and promote their product in-store via interactive, digital signage solutions. By June of 2011, the Company was engaged with national retail sales, marketing and ~~distribution~~merchandising company and had begun market research and business development in this area of ~~high~~business. The ~~technology~~Company ~~products~~is also engaged with a Major League Baseball Team, the San Diego Padres, to develop and deploy certain digital signage solutions with the Padres’ Petco Park baseball stadium. The Company has entered into a strategic joint venture agreement with Convergent Holdings, as described below, in order to design, instill and operated digital signage networks into retail stores.

As a result, on May 5, 2009 the Company amended its Articles of Incorporation to change the Company’s name from International Food Products Group, Inc., to Newport Digital Technologies, Inc. On April 17, 2009, the Company was issued a new CUSIP number under its new name, Newport Digital Technologies, Inc., and subsequently commenced trading under its new symbol “NPDT”, on the OTCBB.HISTORY

~~DEFINITIONS~~Newport Digital Technologies, Inc. (“NDT” or the “Company”), formerly Golden Choice Foods Corporation dba Golden Choice Foods, was incorporated in April 1996 pursuant to the laws of the state of Delaware and commenced a business in the marketing and distribution of consumer products, with an emphasis on food products.

~~Electronic~~On ~~Product~~June ~~Code (EPC) – EPC is a family of coding schemes~~1, ~~created~~2000 asthe aCompany ~~low~~re-~~cost~~domiciled ~~method~~in ~~for tracking goods using RFID technology. It is designed to meet~~ the ~~needs~~state of ~~various industries, while guaranteeing that all EPC-compliant tags have a unique serial number~~Nevada. ~~EPC~~In ~~tags~~April, ~~are~~2001 ~~designed~~the toCompany ~~identify~~changed ~~each~~its ~~item~~name ~~manufactured, as opposed~~ to ~~just~~International ~~its~~Food ~~manufacturer~~Products ~~and product class~~Group, ~~as bar codes do today~~Inc. ~~The~~and ~~EPC~~became ~~accommodates~~a ~~existing~~fully ~~coding~~reporting ~~schemes~~Company ~~and~~under ~~defines~~the ~~new~~Securities ~~schemes~~Exchange ~~where~~Act ~~necessary. The~~of ~~Electronic~~1934 ~~Product~~pursuant ~~Code promises~~ to ~~become~~Section ~~the~~(g) ~~standard~~thereof. ~~for~~In ~~global~~October ~~RFID~~of ~~usage. EPCglobal~~2001, inNDT ~~conjunction~~filed with ~~various~~the ~~industries,~~NASD isits ~~also~~application ~~developing standards~~ for ~~sharing~~a ~~data~~listing ~~over~~symbol on the ~~EPCglobal~~OTC ~~Network®.~~Bulletin ~~Together,~~Board ~~these~~and ~~technologies~~initiated ~~will~~trading ~~enable~~thereafter ~~companies~~of toits ~~automate~~common ~~the~~shares ~~tracking~~under ~~of goods through~~ the ~~supply~~symbol ~~chain~~“IFDG”, ason ~~well~~the ~~as reduce inventory, cut shipping errors and increase sales by making sure products are where they need to be when customers want to buy them~~OTCBB. ~~Many companies are already achieving these benefits.~~

4In 2008, the Company underwent a significant restructuring of its business, and now focuses its business on the marketing and distribution technology products and solutions, the evolution of which is described above.

~~RFID~~As ~~tags~~a -result, ~~RFID~~on ~~tags~~May ~~are~~5, ~~devices~~2009 ~~used for Radio-frequency identification (RFID). RFID is~~ the ~~process~~Company oramended ~~method~~its ofArticles ~~automatically identifying radio frequencies. The RFID tag consists~~ of ~~mainly~~Incorporation ~~a microchip that is combined with an antenna or coil. The antenna picks up signals from an RFID reader and then returns the signal with additional information. The chip or integrated circuit is used~~ to ~~store~~change the ~~information~~Company’s ~~that~~name ~~is collected~~ from ~~the~~International ~~signals~~Food ~~picked~~Products upGroup, Inc., ~~The chip can also be used~~ to ~~process~~Newport ~~this~~Digital ~~information or to modulate and demodulate the tracked signal. However~~Technologies, ~~some RFID tags are chip-less~~Inc. ~~This~~On ~~means~~April ~~that~~17, it2009, ~~does~~the ~~not~~Company ~~make~~was ~~use~~issued ~~of any integrated circuit to store information. The RFID tag instead uses fiber or materials that reflect~~ a ~~portion~~new ofCUSIP ~~the~~number ~~reader's~~under ~~signal~~its ~~back;~~new ~~the~~name, ~~unique~~Newport ~~return~~Digital ~~signal~~Technologies, ~~can be used as an identifier~~Inc., ~~Its advantage over traditional RFID tags is that they can be used in several different environments~~ and ~~are~~subsequently ~~also~~commenced ~~less~~trading ~~sensitive~~under toits ~~temperature~~new ~~changes~~symbol ~~and~~“NPDT”, ~~radio~~on ~~frequency~~the ~~interference~~OTCBB.

The size of the RFID tag can vary. It can be very small like a grain of sand or large enough to compare with a small book. The RFID tag can be applied to a product, an animal or a human being for the purposes of identification. It does this by tracking the information needed using radio waves and thus can be read from a long distance off even when there is no direct line of sight. RFID data can therefore be read through the human body, clothing and non-metallic materials.4

RFID tags can either be active, passive or semi-passive. Active RFID tags require an internal power source to power the integrated circuit and then broadcast the response signal to the reader. The power source can be a replaceable battery or a sealed unit or can be connected to an external power source. Passive RFID tags on the other hand do not contain an internal power source. When radio waves are encountered, an electrical current is induced in the antenna to form a magnetic field. This power is what is used to power up the passive RFID tag. Semi-passive RFID tags have their own internal power source which powers the chip but not the broadcasting of the signal. The response is powered when the energy is reflected back to the reader.DEFINITIONS

~~EPC~~Electronic ~~Global~~Product ~~RFID~~Code ~~readability~~(EPC) ~~criteria~~ – ~~EPCglobal~~EPC is ~~leading~~a ~~the~~family ~~development~~ of ~~industry~~coding schemes, created as a low-~~driven~~cost ~~standards~~method for ~~the~~tracking ~~Electronic~~goods ~~Product~~using ~~Code™~~RFID ~~(EPC)~~technology. It is designed to ~~support~~meet the ~~use~~needs of ~~Radio~~various ~~Frequency~~industries, ~~Identification~~while ~~(RFID)~~guaranteeing inthat ~~today’s~~all ~~fast~~EPC-~~moving,~~compliant ~~information~~tags ~~rich,~~have ~~trading~~a ~~networks~~unique serial number. EPC ~~Global~~tags ~~sets~~are ~~industry~~designed ~~standards~~to identify each item manufactured, as opposed to just its manufacturer and ~~criteria~~product ~~for~~class, ~~how~~as ~~RFID~~bar ~~tags~~codes do today. The EPC accommodates existing coding schemes and ~~readers~~defines ~~read~~new schemes where necessary.

~~POS~~ The ~~checkout~~Electronic -Product ~~Point~~Code ofpromises ~~sales~~to ~~(POS)~~become orthe ~~checkout~~standard ~~refers~~for toglobal ~~both~~RFID ausage. ~~checkout~~EPCglobal, ~~counter~~ in aconjunction ~~shop~~with various industries, ~~and~~is ~~the~~also ~~location~~developing ~~where~~standards afor ~~transaction~~sharing ~~occurs~~data over the EPCglobal Network®. ~~Colloquially~~Together, athese ~~"checkout"~~technologies ~~refers~~will toenable acompanies ~~POS~~to ~~terminal~~automate orthe ~~more~~tracking ~~generally~~of togoods through the ~~hardware~~supply ~~and~~chain, ~~software~~as ~~used~~well ~~for~~as ~~checkouts~~reduce inventory, ~~the~~cut ~~equivalent~~shipping oferrors anand ~~electronic~~increase ~~cash~~sales ~~register.~~by Amaking ~~POS~~sure ~~terminal~~products ~~manages~~are ~~the~~where ~~selling~~they ~~process~~need byto abe ~~salesperson~~when ~~accessible~~customers ~~interface.~~want ~~The~~to ~~same~~buy ~~system~~them. ~~allows~~Many ~~the~~companies ~~creation~~are ~~and~~already ~~printing~~achieving ofthese ~~the voucher~~benefits.

5RFID tags - RFID tags are devices used for Radio-frequency identification (RFID). RFID is the process or method of automatically identifying radio frequencies. The RFID tag consists of mainly a microchip that is combined with an antenna or coil. The antenna picks up signals from an RFID reader and then returns the signal with additional information. The chip or integrated circuit is used to store the information that is collected from the signals picked up. The chip can also be used to process this information or to modulate and demodulate the tracked signal. However, some RFID tags are chip-less. This means that it does not make use of any integrated circuit to store information. The RFID tag instead uses fiber or materials that reflect a portion of the reader's signal back; the unique return signal can be used as an identifier. Its advantage over traditional RFID tags is that they can be used in several different environments and are also less sensitive to temperature changes and radio frequency interference.

3GThe ~~cellular~~size ~~data~~of ~~communication~~the -RFID 3Gtag iscan ~~the~~vary. ~~third~~It ~~generation~~can be very small like a grain of ~~wireless~~sand ~~technologies.~~or Itlarge ~~comes~~enough to compare with ~~enhancements~~a ~~over~~small ~~previous~~book. ~~wireless~~The ~~technologies,~~RFID ~~like~~tag ~~high-speed~~can ~~transmission,~~be ~~advanced~~applied ~~multimedia~~to ~~access~~a ~~and~~product, ~~global~~an ~~roaming.~~animal 3Gor isa ~~mostly~~human ~~used~~being ~~with~~for ~~mobile~~the ~~phones~~purposes ~~and~~of ~~handsets~~identification. asIt adoes ~~means~~this toby ~~connect~~tracking the ~~phone~~information toneeded ~~the~~using ~~Internet~~radio orwaves ~~other~~and IPthus ~~networks~~can inbe ~~order~~read tofrom ~~make~~a ~~voice~~long ~~and~~distance ~~video~~off ~~calls,~~even towhen ~~download~~there ~~and~~is ~~upload~~no direct line of sight. RFID data ~~and~~can totherefore ~~surf~~be read through the ~~net~~human body, clothing and non-metallic materials.

~~EPC~~RFID ~~Class~~tags 1can ~~Gen~~either 2be ~~Passive~~active, ~~Reader~~passive ~~Module~~or semi-passive. ~~Commonly~~Active ~~known~~RFID astags ~~the~~require ~~"Gen~~an 2"internal ~~standard,~~power ~~this~~source ~~standard~~to ~~defines~~power the ~~physical~~integrated circuit and ~~logical~~then ~~requirements~~broadcast ~~for~~the response signal to the reader. The power source can be a ~~passive-backscatter,~~replaceable ~~Interrogator-talks-first~~battery ~~(ITF),~~or ~~radio-frequency~~a ~~identification~~sealed (unit or can be connected to an external power source. Passive RFID) ~~system~~tags ~~operating~~on the other hand do not contain an internal power source. When radio waves are encountered, an electrical current is induced in the ~~860~~antenna ~~MHz~~to form a magnetic field. This power is what is used to power up the passive RFID tag. Semi-passive ~~960~~RFID ~~MHz~~tags ~~frequency~~have ~~range~~their own internal power source which powers the chip but not the broadcasting of the signal. The ~~system~~response ~~comprises~~is ~~Interrogators~~powered ~~(also~~when ~~known~~the asenergy ~~Readers),~~is ~~and~~reflected ~~Tags~~back ~~(also~~to ~~known~~the ~~as Labels)~~reader.

~~The~~EPC ~~UHF~~Global ~~Class-1~~RFID ~~Generation-2~~readability ~~air~~criteria ~~interface~~– ~~protocol~~EPCglobal ~~V1.2.0~~is ~~extends~~leading the ~~item-level~~development ~~tagging capabilities~~ of ~~UHF~~industry-driven ~~Gen~~standards 2.for Inthe ~~this~~Electronic ~~protocol,~~Product 3Code™ ~~optional~~(EPC) ~~features have been added. An indicator is now available~~ to ~~show~~support ~~when~~the ~~there~~use ~~is formatted data in user memory. Addition~~ of ~~permalocking~~Radio onFrequency aIdentification ~~block~~(RFID) ~~level~~ in ~~user~~today’s ~~memory~~fast-moving, ~~now~~information ~~protects~~rich, ~~contents~~trading ~~that have already been written~~networks. EPC ~~Recommissioning~~Global ofsets aindustry ~~tag~~standards ~~after~~and ~~POS~~criteria ~~operations~~for ishow ~~now~~RFID ~~available.~~tags ~~The~~and ~~recommissioned~~readers ~~action is indicated through the inclusion of extended protocol control bits~~read.

~~EPC~~POS ~~Gen~~checkout 2- ~~UHF~~Point ~~Protocol~~of Vsales (POS) or checkout refers to both a checkout counter in a shop, and the location where a transaction occurs.~~1.0.9~~ ~~Certification~~Colloquially, –a ~~This~~"checkout" isrefers anto ~~EPC~~a ~~Global~~POS ~~Certification~~terminal ~~Standard~~or ~~that~~more ~~tests~~generally ~~both~~to ~~conformance~~the hardware and ~~interoperability~~software used for ~~UHF~~checkouts, ~~(Ultra~~the ~~high~~equivalent ~~Frequency)~~of ~~RFID~~an ~~readers/tags~~electronic cash register. ~~Its~~ ~~operating~~A ~~frequency~~POS ~~range~~terminal ismanages ~~902MHZ~~the --selling ~~928MHZ~~process onby 50a ~~channels~~salesperson ~~with~~accessible ~~one~~interface. orThe ~~two~~same ~~antenna~~system ~~options~~allows the creation and printing of the voucher.

~~WiMAX,~~3G ~~meaning~~cellular ~~Worldwide~~data ~~Interoperability~~communication ~~for~~- ~~Microwave~~3G ~~Access,~~ is athe ~~telecommunications~~third ~~technology~~generation ~~that~~of ~~provides~~ wireless ~~transmission~~technologies. ofIt ~~data~~comes ~~using~~with aenhancements ~~variety~~over ofprevious ~~transmission~~wireless ~~modes~~technologies, ~~from~~like ~~point~~high-~~to-multipoint~~speed ~~links~~transmission, toadvanced ~~portable~~multimedia access and ~~fully~~global ~~mobile internet access~~roaming. ~~The~~3G ~~technology~~is ~~provides~~mostly ~~broadband~~used ~~speed~~with ~~without~~mobile ~~the~~phones ~~need~~and ~~for~~handsets ~~cables.~~as ~~The~~a ~~name~~means ~~"WiMAX"~~to ~~was~~connect ~~created~~the byphone to the ~~WiMAX~~Internet ~~Forum,~~or ~~which~~other ~~was~~IP ~~formed~~networks in ~~June~~order ~~2001~~ to ~~promote~~make ~~conformity~~voice and ~~interoperability~~video ofcalls, ~~the~~to ~~standard.~~download ~~The~~and ~~forum~~upload ~~describes~~data ~~WiMAX~~and asto "asurf ~~standards-based technology enabling~~ the ~~delivery of last mile wireless broadband access as an alternative to cable and DSL~~net.

~~Radio-frequency~~EPC ~~identification~~Class ~~(RFID).~~1 ~~This~~Gen is2 ~~the~~Passive ~~use~~Reader ofModule an- ~~RFID~~Commonly ~~tag~~known ~~applied~~as tothe or"Gen ~~incorporated~~2" ~~into a product~~standard, ~~animal,~~this orstandard ~~person~~defines ~~for~~ the ~~purpose~~physical ~~of identification~~ and ~~tracking~~logical ~~using~~requirements ~~radio waves. Most RFID tags contain at 4 parts, 1) CPU~~ for ~~processing~~a ~~data~~passive-backscatter, 2)Interrogator-talks-first ~~Memory to store information~~(ITF), 3)radio-frequency ~~Power~~identification ~~supply to provide power to the tag, 4~~(RFID) ~~Antenna~~ system tooperating ~~allow~~in the ~~reader~~860 ~~and~~MHz ~~tag~~- to960 ~~communicate~~MHz ~~wirelessly. There~~frequency are generally two types of RFID tags: active RFID tags, which contain a battery and can transmit signals autonomously, and passive RFID tags, which have no battery and require an external source to invoke signal transmissionrange. ~~The~~ ~~tags are read by specialized RFID readers.~~ The ~~Company~~system ~~and~~comprises ~~III/ITRI’s~~Interrogators ~~RFID~~(also ~~readers~~known ~~and~~as ~~tags~~Readers), ~~are intended for enterprise supply chain management~~ and ~~asset~~Tags ~~tracking~~(also toknown ~~improve~~as ~~the efficiency of inventory tracking and management~~Labels).

6The UHF Class-1 Generation-2 air interface protocol V1.2.0 extends the item-level tagging capabilities of UHF Gen 2. In this protocol, 3 optional features have been added. An indicator is now available to show when there is formatted data in user memory. Addition of permalocking on a block level in user memory now protects contents that have already been written. Recommissioning of a tag after POS operations is now available. The recommissioned action is indicated through the inclusion of extended protocol control bits.

~~VOIP.~~EPC ~~Voice~~Gen ~~Over~~2 ~~Internet~~UHF Protocol orV.1.0.9 ~~VOIP~~Certification ~~VoIP~~– This is an IPEPC ~~telephony~~Global ~~term~~Certification ~~for~~Standard athat ~~set~~tests ofboth ~~facilities~~conformance ~~used~~and tointeroperability ~~manage~~for ~~the~~UHF ~~delivery~~(Ultra ofhigh ~~voice~~Frequency) ~~information~~RFID ~~over the Internet~~readers/tags. Its ~~VoIP~~operating ~~involves~~frequency ~~sending~~range ~~voice~~is ~~information~~902MHZ ~~in digital form in discrete packets rather than by using the traditional circuit~~-~~committed~~- ~~protocols~~928MHZ ofon ~~the~~50 ~~public~~channels ~~switched~~with ~~telephone~~one ~~network~~or ~~(PSTN).~~two Aantenna ~~major advantage of VoIP and Internet telephony is that it avoids the tolls charged by ordinary telephone service~~options.

~~THE~~WiMAX, ~~COMPANY’S~~meaning ~~STRATEGIC~~Worldwide ~~ALLIANCES~~Interoperability for Microwave Access, is a telecommunications technology that provides wireless transmission of data using a variety of transmission modes, from point-to-multipoint links to portable and fully mobile internet access. The technology provides broadband speed without the need for cables. The name "WiMAX" was created by the WiMAX Forum, which was formed in June 2001 to promote conformity and interoperability of the standard. The forum describes WiMAX as "a standards-based technology enabling the delivery of last mile wireless broadband access as an alternative to cable and DSL.

~~The~~Radio-frequency ~~Company~~identification ~~has~~(RFID). ~~identified~~This ~~and~~is ~~plans~~the touse ~~commercialize~~of ~~customer-driven~~an ~~technology~~RFID ~~solutions~~tag inapplied ~~its~~to ~~identified~~or ~~competencies~~incorporated ~~through~~into a ~~strategic~~product, ~~alliance~~animal, ~~with~~or ~~two~~person ~~Taiwan~~for ~~technology~~the ~~research~~purpose ~~and~~of ~~development~~identification ~~(R&D)~~and ~~incubators,~~tracking ~~the~~using ~~Institute~~radio ~~Information~~waves. Most ~~Industry~~RFID ~~(III)~~tags ~~and~~contain ~~Industrial~~at ~~Technology~~4 ~~Research~~parts, ~~Institute (ITRI.~~1)~~. III~~ ~~and~~CPU ~~ITRI~~for ~~were~~processing ~~established~~data, in2) ~~1979~~Memory asto ~~non-governmental~~store ~~organizations~~information, ~~jointly~~3) ~~sponsored~~Power bysupply ~~the~~to ~~Taiwan~~provide ~~government~~power ~~and~~to ~~prominent~~the ~~private enterprises~~tag, ~~for~~4) ~~the~~Antenna ~~purpose~~system ofto ~~strengthening~~allow the ~~developments~~reader ofand ~~information~~tag ~~industry~~to incommunicate ~~Taiwan~~wirelessly. ~~These~~There ~~alliances~~are ~~give~~generally ustwo ~~the~~types ~~opportunity~~of toRFID ~~develop~~tags: active RFID tags, ~~license~~which ~~and~~contain ~~sell~~a ~~technology~~battery and ~~products~~can ~~developed~~transmit bysignals ~~III~~autonomously, and ~~ITRI~~passive RFID tags, which wehave ~~can~~no ~~customized~~battery and require an external source to ~~our~~invoke ~~customers~~signal transmission. The tags are read by specialized RFID readers. The Company and III/ITRI’s ~~specifications~~RFID readers and tags are intended for ~~sale~~enterprise ~~into~~supply ~~the~~chain ~~U.S.~~management and ~~international~~asset ~~markets~~tracking to improve the efficiency of inventory tracking and management.

~~The~~ VOIP. ~~Company’s~~Voice ~~strategic~~Over ~~partner,~~Internet ~~ITRI,~~Protocol ~~has~~or ~~significant~~VOIP ~~experience~~VoIP inis ~~industrial~~an ~~RFID~~IP ~~technologies~~telephony ~~from~~term ~~asset~~for ~~tracking~~a set of facilities used to ~~global~~manage ~~container~~the ~~tracking~~delivery ~~systems. ITRI~~of ~~managed~~voice information over the ~~first~~Internet. ~~EPC~~VoIP ~~Global~~involves ~~Certified~~sending ~~Performance~~voice ~~and~~information ~~Conformance~~in ~~Laboratories~~digital form in ~~Asia~~discrete ~~and~~packets ~~has~~rather ~~developed~~than aby ~~range~~using the traditional circuit-committed protocols of ~~RFID~~the ~~tags,~~public ~~devices~~switched ~~and~~telephone ~~solutions~~network ~~which~~(PSTN). ~~have~~A ~~been~~major ~~developed,~~advantage ~~tested~~of VoIP and ~~certified~~Internet telephony is that it avoids the tolls charged by ordinary telephone service.

Through III, ITRI and The Company's own resources, the Company has access to many IT engineers, manufacturers and suppliers in Taiwan, China, and Japan. Our target markets include medium to large business to business enterprises. Our manufacturing strategy is a demand pull system, where commercial production commences only after customers place orders, thereby mitigating some of the inventory costs and risks to the Company.5

~~ANTICIPATED PRODUCTS TO BY MARKETED AND SOLD BY~~ THE COMPANY’S STRATEGIC ALLIANCES

The Company, inhad ~~conjunction~~identified ~~with III~~ and ~~ITRI,~~had isplanned ~~working~~to ~~toward~~commercialize ~~commercializing~~customer-driven ~~a number of what it considers leading edge RFID~~ technology solutions~~. These~~ ~~include~~in aits ~~comprehensive~~identified ~~line~~competencies ofthrough ~~mobile~~a ~~computing~~strategic ~~products~~alliance ~~and~~with ~~solutions~~two ~~targeted~~Taiwan ~~toward~~technology ~~RFID~~research ~~field~~and ~~applications~~development ~~for~~(R&D) ~~asset tracking~~incubators, ~~inventory~~the ~~management~~Institute ~~and~~Information ~~point-of-sale~~Industry ~~for~~(III) ~~various~~and ~~vertical~~Industrial ~~business~~Technology toResearch ~~business~~Institute ~~markets~~(ITRI.). ~~The~~III ~~Company~~and ~~had~~ITRI ~~expected~~were ~~that~~established ~~these~~in ~~RFID~~1979 ~~products~~as ~~will~~non-governmental ~~include~~organizations, ~~Electronic~~jointly ~~Product~~sponsored ~~Code~~by ~~(EPC)~~the ~~Global~~Taiwan ~~certification~~government ~~laboratories,~~and ~~ruggedized,~~prominent ~~military/commercial-grade~~private ~~RFID enabled~~enterprises, ~~mobile~~for ~~handheld/tablet~~the ~~computers,~~purpose ~~RFID~~of ~~Forklifts,~~strengthening ~~RFID~~the ~~tags,~~developments ~~but~~of information industry in ~~the~~Taiwan. These ~~past~~alliances 12give ~~months~~us ~~has~~the ~~decided~~opportunity to ~~forego~~develop, ~~the~~license ~~risk~~ and ~~expense~~sell oftechnology ~~developing~~and ~~the~~products ~~EPC~~developed ~~Global~~by ~~certification~~III ~~laboratories~~ and ~~will~~ITRI, ~~instead~~which ~~focus~~we oncan ~~selling~~customized itto ~~RFID~~our ~~enabled~~customers’ ~~hand~~specifications ~~held~~for ~~devises~~sale asinto ~~well~~the asU.S. ~~RFID~~and ~~tags~~international markets.

7The Company’s strategic partner, ITRI, has significant experience in industrial RFID technologies from asset tracking to global container tracking systems. ITRI managed the first EPC Global Certified Performance and Conformance Laboratories in Asia and has developed a range of RFID tags, devices and solutions which have been developed, tested and certified.

~~The~~Through ~~Company~~III, isITRI ~~working~~and ~~with~~The ~~ITRI~~Company's inown ~~collaboration~~resources, ~~with~~the ~~several~~Company ~~technology~~has ~~partners~~access to ~~develop~~many anIT ~~end-to-end~~engineers, ~~RFID~~manufacturers ~~solution~~and suppliers in ~~three~~Taiwan, ~~phases. First~~China, itand ~~plans~~Japan. Our totarget ~~work~~markets ~~with~~include amedium ~~third party company~~ to ~~gain~~large ~~access~~business to anbusiness ~~EPC~~enterprises. Our ~~Global~~manufacturing ~~Certification~~strategy ~~Lab~~is ~~that~~a ~~will~~demand ~~“certify”~~pull ~~supplier’s~~system, ~~products~~where ascommercial ~~compliant~~production ~~with~~commences ~~EPC~~only ~~global~~after ~~RFID~~customers ~~readability~~place ~~criteria; second~~orders, itthereby ~~plans~~mitigating tosome ~~initiate sales~~ of ~~RFID~~the ~~hardware and software systems to customers who will use RFID for~~ inventory, ~~asset~~costs ~~tracking~~ and ~~POS~~risks ~~checkout~~to ~~activities; and third,~~ the Company ~~plans to initiate RFID tag sales~~.

~~RFID~~ANTICIPATED ~~Reader~~PRODUCTS ~~Chip.~~TO ~~The~~BY ~~Company~~MARKETED ~~has~~AND ~~reached~~SOLD anBY ~~agreement~~THE with ITRI to distribute an RFID reader system that is integrated to work with an RFID chip with a patented 5-layer security. This reader is being packaged together with the Company’s N37B military grade (ruggedized) handheld mobile computer with RFID reader, GPS and 3G cellular data communication options which will be marketed through global channel distributors. The Company had intended to negotiate a distribution agreement with AT&T to market and distribute an AT&T version of the N37B to its Special Vertical Market (SVM) channel for industrial, military and supply chain markets. Instead, the Company chose to develop a distribution agreement with Ingram Micro, the world’s largest technology distributor, to channel the N37B military grade (ruggedized) handheld computer with RFID, 3G wireless, and GPS product line to systems integrators and value added resellers. In the past six months the company has gained full product listing within Ingram Micro’s inventory system, has commenced conducting sales training activities with Ingram Micro sales and marketing team, and has gained access to the data base of Ingram Micro clients who have purchased similar products in the past 18 months. The Company is now actively pursuing revenue from these clients through the relationship with Ingram Micro.COMPANY

~~Handheld~~From ~~RFID~~2009 ~~Field~~through ~~Computer.~~2010, The Company, ~~has~~in ~~entered~~conjunction ~~into~~with aIII ~~distribution~~and ~~agreement~~ITRI, ~~with~~had ~~Ingram~~been ~~Micro,~~working ~~one~~toward commercializing a number of ~~the~~what ~~larger~~it considers leading edge RFID technology ~~distribution~~solutions. These included a comprehensive line of mobile computing products and SIsolutions ~~companies~~targeted intoward ~~the~~RFID ~~world~~field applications for asset tracking, ~~contemplating~~inventory ~~the~~management ~~launch~~and point-of-sale ~~its~~for ~~version~~various ofvertical ~~the~~business-to-business ~~N37B~~markets. The ~~military~~Company ~~grade~~had expected that these RFID products to include Electronic Product Code (~~ruggedized~~EPC) ~~handheld~~Global ~~computer~~certification ~~with~~laboratories, ruggedized, military/commercial-grade RFID enabled, 3Gmobile ~~wireless~~handheld/tablet computers, ~~and~~RFID ~~GPS~~Forklifts, RFID tags. ~~The~~In July 2010, the Company ~~plans~~decided to ~~work~~forego ~~with~~the ~~Ingram~~risk ~~Micro~~and toexpense ~~sell~~of ~~this~~developing ~~computing~~the ~~solution~~EPC toGlobal ~~their~~certification ~~vertical~~laboratories ~~market~~and ~~space~~instead ~~which~~focused ~~includes~~on ~~petro-chemical~~selling it RFID enabled hand held devises as well as RFID tags. As of March, ~~military~~2011, it became clear to management, that after significant effort and ~~supply~~investment ~~chain~~of ~~distribution/logistics~~human and capital resources, that the Company would not be able to effectively compete in the RFID market. The ~~agreement~~Company ~~provides~~was ~~that~~faced ~~Ingram~~with ~~Micro~~much ~~will~~larger ~~provide~~and ~~future~~better ~~support~~capitalized competitors who made it virtually impossible for the Company ~~with~~to compete in this market. Therefore, the Company discontinued its sales, marketing and ~~marketing~~business development efforts toin ~~help~~the ~~promote~~RFID ~~the~~handheld devise and RFID tag markets. The Company’s ~~products~~reduced its sales, marketing, technical sales and engineering support staff and corresponding budgets to ~~its~~reflect ~~customer~~the ~~base.~~decision to exit the RFID business.

~~Portable~~As ~~RFID~~mentioned, ~~Readers.~~the ~~The~~ Company ~~has entered into an agreement with III and ITRI to distribute what III and ITRI call the world's smallest EPC Gen 2 Class 1 Passive Reader Module. The miniaturized RFID reader module~~ is anow ~~lower~~focusing ~~cost~~all front-end device designed for a portable RFID reader. The reader module incorporates an R1000 chip set and will be the smallest RFID reader on the market and the only one which will pass the EPC Gen 2 UHF Protocol V.1.0.9 Certification which includes Conformance Test and Interoperability Test. Its operating frequency will range from 902MHZ -- 928MHZ on 50 channels with one or two antenna options. There are plans for integration into this reader module of aits ~~very~~efforts unique security protocol that is capable of reading under the EPC Global Gen 2 layer, an enhanced tag reading protocol on specific Gen 2 RFID readers allowing for a more dense reader, thereby allowing improved reading performance when many RFID tags are present in ~~a close proximity to one another. This RFID reader module is anticipated to read not only the EPC Global Gen 2 layer RFID define tags but also five layer encrypted secure layers~~selling, ~~one~~marketing ~~layer for each section of a supply chain (Manufacturing, Transportation, Distribution, Warehouse~~ and ~~Retail),~~deploying ordigital ~~for~~signage ~~such~~solutions ~~other~~into ~~data~~retail ~~gathering~~stores and ~~tracking~~into ~~purposes~~outdoor asstadiums ~~the user may designate Both the RFID reader and the RFID tag are expected to be manufactured~~ in ~~Taiwan and~~ the ~~Company~~United ~~plans to distribute both through the sales channel partnerships that it is currently in the process of developing~~States.

Digital Signage.: Through its relationship with III, The Company ~~has~~had entered into a strategic relationship with FormoLight Technologies, Inc., a Taiwan-based professional manufacturer specializing in LED Display Systems for both indoors and outdoors and LED Street Lighting Systems. FormoLight also provides proficient integral services in project management, customized software, installations, testing, and maintenance. FormoLight has installed large scale projects in high profile sports arena and stadiums around the world The Company’s intent is to assist FormoLight in expanding its LED Digital Signage capability into large scale, customized Digital Signage solutions that the Company ~~will~~had ~~then~~planned to market and sell through strategic sales channel partners in the United States. The Company ~~has~~had secured non-exclusive worldwide marketing and distribution rights to Formolight’s products and solutions. Additionally, for any technology or solution that The Company and FormoLight “jointly develop”, the Company will have exclusive global marketing and distribution rights.

The Company ~~plans~~had planned to market and sell customized digital signage solutions through collaboration with AT&T, integrating AT&T’s wireless network capabilities into the Digital Signage solution thereby enabling content to be sent to the signage over the wireless network and eliminating the need for direct cable connectivity. This will enable Digital signage to be ubiquitous in many locations, such as on the sides of city buses, trains or taxis as well as in more traditional signage locations.

In June, 2010, the Company formally launched its sales and marketing efforts for its digital signage and LED lighting solutions at the Infocomm trade show in Las Vegas. The response to the product line was strong and the Company isbegan ~~now actively~~ pursuing ~~revenue~~business development with a number of clients and ~~anticipates~~had anticipated digital signage revenue in the ~~current~~just ended fiscal year. The Company is also ~~establishing~~attempted to establish a distribution arrangement with Ingram Micro to sell its digital signage solutions through to Ingram Micro’s clients.

9However, as business development progressed, it became clear that while FormoLight had very high and often superior products, the U.S. market was more focus on pricing than quality, and the Company, despite aggressive sales and marketing efforts, was unable to close business because of pricing, as well as the fact that we are an early stage development company, and the fact that bigger, more established competitors where able to offer similar products and solutions as a lower cost.

~~Surveillance.~~That ~~III~~development ~~and~~led ~~ITRI have developed Security and Surveillance Technologies which~~ the Company ~~intends~~ to ~~market~~establish ~~and~~a ~~sell,~~joint ~~and~~venture ~~which~~with ~~management~~TechVentures ~~believes~~Capital ~~will~~Investment ~~have~~Corp ~~abroad~~and ~~application~~at ~~and~~the ~~provide~~same ~~advanced~~time ~~security~~became ~~solutions~~an ~~for~~authorized ~~national~~LG ~~border,~~Electronics ~~port,~~commercial ~~home,~~display ~~business~~reseller ~~and~~in ~~public~~an ~~environments.~~effort ~~But~~to asovercome ~~mentioned~~pricing ~~above~~issues, ~~the~~to ~~Company~~offer ~~will~~branded ~~delay~~digital ~~the~~signage ~~sales~~solutions ~~and~~in ~~marketing~~an ofattempt ~~any~~to ~~surveillance~~compete ~~products~~in ~~until~~the ~~it has successfully launched its RFID and~~ digital signage ~~products~~market.

~~VOIP.~~From ~~The~~June 2011 until today, the Company has ~~entered~~been aattempting ~~strategic~~to ~~relationship~~leverage ~~with~~its ~~Tecom,~~status aas ~~telecommunications~~an ~~giant~~authorized ~~based~~LGE reseller in ~~Taiwan,~~order to ~~develop~~sell ~~VOIP~~digital ~~solutions~~signage ~~including~~into athe ~~wireless~~hospitality, ~~VOIP~~health ~~consumer~~care, ~~handset~~and sports and ~~commercial~~entertainment ~~grade~~markets. Thus ~~non-KSU~~far, ~~VOIP~~the ~~phone~~Company ~~system~~has ~~for~~determined ~~business. But~~that ~~because~~digital ~~VoIP~~signage, ~~technology~~branded or otherwise, has fast become a commodity product, ~~the~~with ~~Company~~tremendous competition and very little gross profit margins. Management does not believe it can compete effectively by selling digital signage hardware and has ~~elected~~begun, in September 2011, to ~~forego~~focus ~~this~~its ~~business~~efforts on selling digital signage network solutions into targeted retail stores.

~~The~~In ~~Company~~September, ~~had~~2011, ~~signed an agreement with~~ the ~~III~~Company ~~and~~announced ~~GIL~~that ~~Technologies~~we ofhave ~~Taiwan~~entered tointo ~~sell~~a ~~and~~strategic ~~install~~business ~~WiMax~~agreement ~~technology~~with inConvergent ~~Northern~~Holdings, ~~Italy~~Inc. ~~Due to capital constraints~~, ~~the~~a ~~Company~~technology ~~has~~driven ~~not~~company ~~yet launched its marketing and sales~~ with ~~Gil,~~expertise ~~but management is~~ in ~~the~~wireless, ~~process~~interactive ofdigital ~~renegotiating~~signage ~~and finalizing the development of the Gil sales channel~~solutions, ~~and~~in ~~the~~order ~~Company intends~~ to ~~implement~~advance ~~marketing~~our ~~and~~digital ~~sales~~signage ~~efforts~~projects ~~once~~with ~~and if~~ the ~~Company~~San isDiego ~~able~~Padres toPetCo ~~obtain~~Park ~~sufficient~~as ~~capital~~well ~~resources~~as tothe ~~proceed~~deployment ~~with this program, and provided certain terms~~ of ~~the~~retail ~~Gil~~in-store ~~agreement~~digital ~~can~~signage benetworks ~~successfully~~currently ~~renegotiated~~under development.

~~TECHNOLOGY~~The ~~LICENSED~~Company has developed a joint venture with Convergent and Convergent’s Founde and CEO, Brooks Pickering, has agreed to join the Company as a strategic advisor to provide end-to-end interactive digital signage solutions design and deployment experience and expertise to the Company’s clients. Mr. Pickering was recently the advisor to Deutsche Bank in designing and deploying all guest experience technologies at the recently opened $3 billion Cosmopolitan of Las Vegas, a project that included: first-of-its-kind interactive room control, specialized projection systems, and the largest high-definition LCD video installation in the world. The Company believes that is now has a resource partner to develop and deploy unique, integrated interactive digital signage solutions to it customers. We believe that because of some of Convertgents’s unique, proprietary technology, that we will be able to offer unique solutions at competitive prices to our prospective clients.

~~WIMAX.~~Surveillance: ~~The~~III ~~Company~~and ITRI has ~~signed~~developed Security and Surveillance Technologies which the Company had intended to market and sell, and which management believed would have had a ~~licensing~~broad ~~agreement~~application and provide advanced security solutions for ~~Microsoft’s~~national ~~mobile~~border, ~~operating~~port, ~~platform~~home, ~~for~~business ~~use~~and inpublic ~~telecommunications~~environments. ~~products~~But ~~including~~as mentioned above, the Company’s ~~N37B~~has ~~handheld~~decided ~~computer~~to ~~with~~exit ~~advanced~~this ~~RFID capability~~market.

~~MARKETING~~7

~~The~~TECHNOLOGY Company has been developing business strategies to market its anticipated products, services and technologies through systems integrators and large companies and government agencies in the U.S. and international markets. The end user target market planned by management for The Company’s products and solutions are medium to large business-to-business customers in Information Technology, Retail, Telecommunications, Medical, Logistics, and Defense markets.LICENSED

WIMAX: The Company ~~has~~had ~~commenced~~signed ~~discussions~~a ~~with~~licensing aagreement ~~major~~for ~~retailer~~Microsoft’s mobile operating platform, for use in telecommunications products including the ~~development~~Company’s ofN37B handheld computer with advanced RFID ~~solutions~~capability. The ~~for~~Company ~~its~~is ~~inventory~~no ~~management~~longer ~~systems~~in the RFID business and has not and will not renew this license.

~~COMPETITION~~MARKETING

~~RFID.~~As ~~Our~~the ~~primary~~Company ~~competitor~~has inchanged its business focus, the ~~RFID~~Company’s ~~handheld~~marketing isefforts ~~Motorola. Motorola~~are ~~has~~focus ~~been~~entirely ~~developing~~on ~~RFID~~selling ~~handhelds~~business-to-business ~~for~~interactive ~~about~~digital 10signage ~~years~~solutions ~~and~~to ~~has~~select aclients. We ~~well~~are ~~developed~~no ~~line~~engaged ofin ~~RFID~~broad ~~handheld~~based ~~products~~marketing toefforts; ~~meet~~through ~~many~~we ~~RFID~~do ~~scanning~~attend ~~applications~~strategic industry trade shows. ~~Motorola~~The isCompany ~~well~~develops ~~entrenched~~its ~~with~~client inbased ~~large~~primarily ~~Fortune~~through ~~500~~face-to-face ~~companies~~business development meetings. ~~Other~~We ~~RFID~~are ~~handheld~~focused ~~competitors~~on ~~include,~~key ~~Unitech,~~companies ~~Advantech~~who have strong presence in large retail food, drug and ~~USI.~~general merchandise chains in order to sell in-store, interactive digital signage solutions

10COMPETITION

InNDT’s ~~the~~competitors ~~RFID~~in ~~tag space,~~ the ~~primary~~digital ~~competitors~~signage ~~are~~space ~~Avery Dennison and Raflatac. Avery Dennison and Raflatac~~ are ~~part~~Panasonic, ofSamsung, ~~very~~Vizio, ~~large~~Sharp ~~group of paper manufacturers~~ and ~~have~~Toshiba ~~the~~as ~~ability~~well toas ~~ramp~~many upother ~~production~~smaller, onnon-branded andigital ~~RFID~~signage ~~tag very quickly~~prodivders. ~~Avery~~ ~~Dennison~~Each ~~and~~of ~~Raflatac’s~~these ~~RFID~~companies ~~chip~~is ~~sets~~substantially ~~are~~larger, ~~some~~better ofcapitalized, ~~the~~with ~~best~~more inemployees, ~~the~~have ~~market.~~well ~~Avery~~funded ~~Dennison~~R is& ~~using~~D ~~the~~programs, ~~Monza~~a 3strong ~~RFID~~and ~~chip~~loyal ~~(manufactured~~customer bybase, ~~impinj)~~ and ~~Raflatac~~years ~~has~~of ~~the~~experience ~~Higgs~~in 3the ~~RFID~~market ~~chip (manufactured by Alien)~~place.

Security and Surveillance. Our primary competitors in the security surveillance space is BRS Labs, 3VR, Aventura Technologies and Sarnoff Corporation. BRS Labs has some of the most sophisticated video analytics software in the market that includes basic Artificial Intelligence (AI) to monitor video anomalies. 3VR has a DVR/video analytics all-in-one solution that has advanced biometric and a easy to use event or person recall function. 8

~~Digital Signage~~EMPLOYEES

Most of NDT’'s ~~competitors~~operations ~~in the digital signage space~~ are ~~Panasonic,~~conducted ~~LG,~~through ~~Samsung,~~the ~~Vizio,~~use ~~Sharp, Toshiba. Each~~ of ~~these~~independent ~~companies~~contractors. isIndependent ~~substantially~~contractors ~~larger,~~perform ~~better~~such ~~capitalized,~~duties ~~with~~as ~~more employees~~selling, ~~well funded~~manufacturing, Rshipping &and Dcomputer ~~programs,~~services. aBecause ~~strong~~of ~~and~~this ~~loyal customer base~~policy, ~~and~~NDT ~~years~~currently ofhas ~~experience~~only in2 ~~the~~full ~~market~~time ~~place~~employees.

~~WiMax~~GOVERNMENT REGULATIONS

~~NDT’s~~The ~~competitors~~Company ~~for~~may ~~WiMax~~be ~~Base~~subject ~~Stations~~to ~~are~~certain ~~Alvarion,~~import/export ~~Tecom,~~regulations ~~and~~but ~~Fujitsu~~the Company is not certain as to which regulations will pertain to its business.

Each of these companies is substantially larger, better capitalized, with more employees, well funded, R & D programs, a strong and loyal customer base, and years of experience in the market place.

VOIP

NDT’s competitors for VOIP market space are Belkin, Vertical, AT&T, and Verizon.

Each of these companies is substantially larger, better capitalized, with more employees, well funded, R & D programs, a strong and loyal customer base, and years of experience in the market place.

EMPLOYEES

Many of NDT's operations are conducted through the use of independent contractors. Independent contractors perform such duties as selling, manufacturing, shipping and computer services. Because of this policy, NDT currently has 5 full time employees.

GOVERNMENT REGULATIONS

The Company may be subject to certain import/export regulations but the Company is not certain as to which regulations will pertain to its business.

Item 1A. Risk Factors

RISKS RELATED TO OUR BUSINESS

We are the subject of a going concern opinion by our independent auditors who have raised substantial doubt as to our ability to continue as a going concern

Our ~~consolidated~~ financial statements have been prepared assuming we will continue as a going concern. We have experienced recurring net losses from operations, which losses have caused an accumulated deficit of approximately $~~(11~~23,~~485~~600,~~411)~~682 at June 30, ~~2010~~2011. In addition, we had a working capital deficit as of June 30, ~~2010~~2011 of $(1,~~522~~895,~~395~~476. We had net losses of $(61,~~593~~746,~~233)~~329 and $(36,~~775~~593,~~709)~~233 for the years ended June 30, ~~2010~~2011 and ~~2009~~2010, respectively. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our ~~consolidated~~ financial statements do not include any adjustment that might result from the outcome of this uncertainty. Assurances cannot be given that adequate financing can be obtained to meet our capital needs. If we are unable to generate profits and are unable to continue to obtain financing to meet our working capital requirements, we may have to curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate additional debt or equity financing, and thereafter establish sufficient cash flow to meet our obligations on a timely basis to retain such financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, we will be adversely affected and we may have to cease operations.

We May Not Be Able to Generate Sales Or Otherwise Successfully Implement Our Business Plan, Which Could Have a Significant Negative Impact on Our Financial Condition.

Our business plan calls for development, marketing and sale of cutting edge technology based products and services, developed based on the technology of our strategic partners. If we are unable negotiate favorable contracts for such technology with our partners, or if the products and services we choose to develop and market are not favorably received in the market place and do not generate significant sales and revenues at reasonable profit margins to us, we will not be able to generate enough revenue to achieve and maintain profitability or to continue our operations..

We are ~~Currently~~currently ~~Dependent~~dependent on External Financing

Currently, we are dependent upon external financing to fund our operations. It is imperative that we receive this external financing to implement our business plan and to finance ongoing operations. New capital may not be available and adequate funds may not be sufficient for our operations, and may not be available when needed or on terms acceptable to our management. Our failure to obtain adequate additional financing would require us to delay, curtail or scale back some or all of our operations and would hinder our ability to implement our business plan or continue our business.

We Do Not Own or Operate a R&D (RESEARCH and DEVELOPMENT) Engineering Team to Develop New Technology or Products

We do not own or operate a research facility or RSD team, nor do we develop new technology or products. We must rely on the research and development activities or our strategic partners. If our agreements without Strategic partners were to terminate for any reason, we would likely find it difficult to find comparable services and relationships with new strategic partners on comparable terms. This would have an adverse effect on our financial condition and results of operations, and our efforts to implement our business plan.

We Expect Our Targeted Markets to Become Increasingly Competitive and, in the Event We are Unable to Compete against Larger Competitors, Our Business Could Be Adversely Affected

We expect our business to faces competition from other companies developing products and services competitive with our targeted products and services. Competitors with greater access to financial resources may enter our markets and compete with us. We expect that many of our competitors will have longer operating histories, larger customer bases, longer relationships with customers, and significantly greater financial, technical, marketing, and public relations resources than we do. Established companies with competing products or services who have substantially greater financial resources and longer operating histories than us could have a significant adverse impact on our ability to implement our business plan and generate revenues, cash flows and ultimately profitability for our Company.

We Could Fail to Attract or Retain Key Personnel, Which Could Be Detrimental to Our Operations

Our success largely depends on the efforts and abilities of our key executive officers. The loss of the services of any of them could materially harm our business because of the cost and time necessary to find a successor. Such a loss would also divert management’s attention away from operational issues. We do not presently maintain key-man life insurance policies on our key executive officers. We also have other key employees who manage our operations and if we were to lose their services, senior management would be required to expend time and energy to find and train their replacements. To the extent that we are smaller than our competitors and have fewer resources, we may not be able to attract sufficient number and quality of staff.

Trading of our stock may be restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

Item 1B. Unresolved Staff Comments

None

Item 2. Property

Third party contractors would produce and ship the products of NDT. Accordingly we do not maintain manufacturing or warehouse space. Our US Corporate facilities are ~~3,000~~500 square feet of office space located 620 Newport Center Drive Suite 570, Newport Beach, California 92660. NDT occupies the space pursuant to a month to ~~month lease~~ at anominal rent of $~~8,000 per month~~500. NDT believes that if it should ever lose or not be able to renew the lease, it would not be difficult to obtain a comparable and satisfactory office location on similar terms. NDT also occupies a lab testing office with 1,000 square feet located at 304 SW 16th St., Suite 10, Bentonville, AR 72756. NDT occupies the space pursuant to a yearly lease at a rent of $1200 per month. NDT believes that if it should ever lose or not be able to renew the lease, it would not be difficult to obtain a comparable and satisfactory office location.

14The Company also maintains Newport Digital Technologies, Pty Ltd., with 500 square feet of office space ABN/ACN 57 111 453 500/111 453 500, 104 Auburn Road, Hawthorn 3122 VIC Australia, at no rent to the Company.

Until November of 2010, NDT ~~has~~also ~~offshore~~occupied ~~facilities~~a lab testing office with 1,000 square feet located ~~globally~~at as304 ~~follows:~~SW 16 th St., Suite 10, Bentonville, AR 72756. NDT occupied the space pursuant to a yearly lease at a rent of $1200 per month. NDT terminated that rental agreement in November 2010.

In November, 2010, the Company also closed it offshore facilities located at Newport Digital Technologies, Ltd. with 3,250 square feet of office space located at 12F, No 866-7 Zhongzheng Rd, Zhonghe City, Taipei County, 235, Taiwan, R.O.C., where we were paying rent of $3000 per month. The Company also closes its Newport Digital Technologies, Inc office with 500 square feet of office space located at No. 1)-21-4, Taihei, Sumida-Ku, Tokyo, 130-0012, Japan where there was no rent paid by the Company

Newport Digital Technologies, Ltd. with 3,250 square feet of office space located at 12F, No 866-7 Zhongzheng Rd, Zhonghe City, Taipei County, 235, Taiwan, R.O.C., at a rent of $3000 per month, under a lease with a 12 month remaining term.

Newport Digital Technologies, Inc with 500 square feet of office space located at No. 1-21-4, Taihei, Sumida-Ku, Tokyo, 130-0012, Japan, at no rent to the Company.

Newport Digital Technologies, Pty Ltd., with 500 square feet of office space ABN/ACN 57 111 453 500/111 453 500, 104 Auburn Road, Hawthorn 3122 VIC Australia, at no rent to the Company.

Item 3. Legal Proceedings

The Company has stipulated to a judgment against the Company in favor of Flair Packaging in the amount of $130,000. The Company and Flair Packaging have not reached a satisfactory agreement on the payment terms.

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

There were no matters submitted to a vote of the share holders during the fiscal year ended June 30, ~~2009~~2011.

Part II

MARKET INFORMATION

The common shares of the Company are listed on the OTC Bulletin Board under the symbol NPDT.OB. Following is the high and low sales prices for each of the two years in the period ending June 30, ~~2009~~2011. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.



Quarter	High	Low

Jul - Sep 2009	$0.045	$0.029
Oct - Dec 2009	$0.039	$0.024
Jan - Mar 2010	$0.027	$0.015
Apr - Jun 2010	$0.017	$0.005
Jul - Sep 2010	$0.014	$0.005
Oct - Dec 2010	$0.007	$0.003
Jan -Mar 2011	$0.005	$0.003
Apr - Jun 2011	$0.002	$0.004

Quarter	High	Low
Jul - Sep 2007	.0125	.006
Oct - Dec 2007	.0 11	.002
Jan - Mar 2008	.0065	.0031
Apr - Jun 2008	.04	.0045
Jul - Sep 2008	.019	.0065
Oct - Dec 2008	.041	.0022
Jan -Mar 2009	.0285	.00121
Apr - Jun 2009	.018	0.005

At June 30, 2011 there were approximately 330 record holders of NDT's Common Stock.

At June 30, 2010 there were approximately 311 record holders of NDT's Common Stock.

NDT has not previously declared or paid any dividends on its common stock and does not anticipate declaring any dividends in the foreseeable future.

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

(1) We would not be able to pay our debts as they become due in the usual course of business; or

(2) Our total assets would be less ~~that~~than the sum of our total liabilities.

Recent Sales of Unregistered Securities

During the year ended June 30, ~~2010~~2011, the Company issued a total of ~~215~~87,~~601~~124,~~500~~437 restricted shares of its common stock ~~to consultants~~ for ~~business consulting~~ services rendered. The Company also ~~issues~~issued a total of ~~235~~293,~~950~~328,~~000~~903 shares of its restricted common stock to a limited number of accredited shareholders for cash, at prices ranging between $0.~~39and~~002 and $0.~~005~~007 per share. The transactions were deemed transactions exempt from the registration requirements of section 5 of the Securities Act of 1933 in reliance on section 4(2) of that Act. (See the Company’s reports filed under the Securities And Exchange Act of 1934, which are incorporated herein by reference).

Item 6. Selected Financial Data.

Not Required.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING PRESENTATION OF OUR MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.

A Note about Forward-Looking Statements

This Annual Report on Form 10-~~KSB~~K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on current management's expectations. Statements that are not historical facts are identified as “forward-looking statements”. The words “estimate,” “project,” “intend,” “expect,” “believe,” “plan,” and similar expressions, particularly when used in the “future tense”, are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. These forward-looking statements are necessarily estimates, reflecting the best judgment of senior management that rely on a number of assumptions concerning future events, many of which are outside of NDT’s control, and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

These uncertainties, among others, include the success of NDT in obtaining sufficient equity and debt capital on commercially reasonable terms to carry out its business plan, whether advantageous contracts can be negotiated on specific products with NDT’s strategic partners, whether new products will find acceptance in the market place and generate significant sales and profits, the status of US and World economies, and various other factors. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Annual Report. Except as required by law, we are not obligated to release publicly, any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.

The Company is a development stage company, and has yet to realize revenues in its business, which is that of developing, marketing and selling cutting edge technology products and services.

From 2009 through late 2010, The Company ~~has~~had underway the development, positioning and initial marketing of several different innovative wireless technology solutions which it hopes to sell to Fortune 500 companies and their clients. The Company had during that time developed through strategic alliances with other companies, a portfolio of competencies in the following wireless technologies: (1) RFID (radio frequency identification); (2) WiMax; (3) Digital Signage/LED lighting; and (4) Security & Surveillance solutions. In July, 2010, the Company has elected to narrow its initial focus on marketing and distributing only RFID and Digital Signage/LED lighting solutions and to hold off on initiating sales and marketing efforts on it WiMax and Security & Surveillance solutions. In early 2011, the Company abandoned its focus on the RFID market, finding that it did not the capital or human resources to effectively compete in that market against other better financed, established companies, and decided to further reduce its focus on the Digital Signage Market. Specifically, the Company is working to sell a network of digital signage kiosks and screens into retail stores that would enable manufacturers of consumer goods to advertise, market and promote their product in-store via interactive, digital signage solutions. By June of 2011, the Company was engaged with national retail sales, marketing and merchandising company and had begun market research and business development in this area of business. The Company is also engaged with a Major League Baseball Tea, the San Diego Padres, to develop and deploy certain digital signage solutions with the Padres’ Petco Park baseball stadium. The Company has entered into a strategic joint venture agreement with Convergent Holdings, as described in this report, in order to design, instill and operated digital signage networks into retail stores.

~~The~~Results ~~Company’s initial technology offerings include RFID handheld readers and RFID tags and untethered digital signage. In early 2009 the Company commenced the development~~ of ~~the~~Operations ~~N37B,~~for ~~a military rugged handheld mobile computer with a host of options including RFID reader, GPS and 3.5G. The Company launched~~ the ~~product~~fiscal inyears Q4ended ~~of 2009 but because of a long sales cycle, as of~~ June 30, ~~2010,~~2011 ~~had not yet shipped any units. The Company has signed a distribution agreement with Ingram Micro, one of the largest IT distributors in the world to support sales, marketing~~ and distribution of the N37B product and is actively marketing through this sales channel as well as selling directly to end users through the Company’s direct sales team. Additionally, the N37B was submitted to the University of Arkansas (UARK) for handheld testing for consideration in becoming part of WalMart’s RFID POS and Supply Chain solutions in March of 2010 ~~but the Company has no guarantee that it will be used by Wal-Mart~~.

17Net Sales: Net sales for the fiscal year ended June 30, 2011 and 2010, were $9,400 and $0, respectively. Fiscal years 2011 and 2010 were development years for the company as it charted a new direction in its business model. The Company is focused on developing new relationships and developing new product lines for distribution.

~~NDT~~Research ~~opened~~and itDevelopment ~~Bentonville,~~Expenses: ARR&D ~~office~~expenses tofor ~~commence~~ the ~~development~~fiscal ofyear ~~RFID~~ended ~~static~~June ~~lab~~30, ~~testing~~2011 towas ~~support~~$41,625 ~~RFID~~as ~~solutions~~compared to $547,929 for ~~University~~fiscal ofyear ~~Arkansas~~ended ~~and~~June ~~Wal-Mart~~30, 2010. The Company ~~has~~placed ~~since~~the ~~decided~~majority ~~not~~of toits ~~develop~~efforts ~~the~~in ~~lab,~~both ~~but~~fiscal toyears ~~instead~~ended ~~utilize~~in the ~~resources~~development of ~~the~~new ~~existing RFID lab at The University of Arkansas~~products.

~~Results~~General ofand ~~Operations~~Administrative expense: General and Administrative expenses for the fiscal ~~years~~year ended June 30, 2011 was $1,486,908 as compared to $6,005,844 for fiscal year ended June 30, 2010. Officer’s salaries were $383,735 in 2010, but were cut back in 2011 to $240,856. Consulting expenses for the year ended June 30, 2011 were $285,220 compared to $4,844,960 in 2010. For the fiscal year 2010 the Company had increased its efforts to develop cutting edge technologies and ~~2009~~products. In 2011 those efforts were scaled back as a result of decreased funding. Shareholder expenses decreased to $240,856 in 2011 from $830,380 in 2010, with its continued to raise investor capital and to increase awareness regarding its stock to attract new shareholders to its existing base of shareholders.

~~Net~~Liquidity ~~Sales~~and Capital Resource: Since ~~Net~~inception, ~~sales~~we ~~for~~have ~~the~~financed ~~fiscal~~our ~~year~~cash ~~ended~~requirements ~~June~~primarily ~~30,~~from ~~2010~~the sale of equity securities, ~~was~~vendor ~~$0. Fiscal~~lines ~~years~~of ~~2010~~credit and ~~2009~~ ~~were~~short-term ~~development~~debt. The ~~years~~Company ~~for~~is ~~the~~currently ~~company~~attempting asto itraise ~~charted~~$1,000,000. aThis new ~~direction~~capital is expected to provide additional bridge financing needed in ~~its~~order ~~business~~for ~~model. The~~the ~~Company~~company ~~was~~to ~~focused~~reach onthe ~~developing~~point ~~new~~of ~~relationships~~commercial sales of its products, and ~~developing~~then ~~new~~to ~~product~~increase ~~lines~~such ~~for~~sales ~~distribution~~to the point of profitability.

At June 30, 2008, the Company had an accounts receivable balance totaling $1,386,000 resulting from an international sale of technology products. under a binding contract with a fixed price, delivery had been made, and collection was reasonably certain. Subsequently during January, 2009 the buyer backed out of the sale and returned the product to the Company. The Company had related accounts payable to a vendor for the purchase of the technology products. The Company returned the product in full satisfaction of the balance due in the amount of $1,366,095. The Company recorded a bad debt in the amount of $19,905 which represented the original net profit on the transaction. The bad debt is included in general and administrative expense at June 30, 2009.13

Cost of Sales: The Cost of Sales for fiscal year ended June 30, 2010, was $0.

Selling Expenses: Selling expenses for the fiscal year ended June 30, 2010 was $0 as compared to $0 for fiscal year ended June 30, 2009. As stated above, the Company was not in the selling phase of its business model in fiscal years 2010 and 2009.

Research and Development Expenses: R&D expenses for the fiscal year ended June 30, 2010 was $547,929 as compared to $733,045for fiscal year ended June 30, 2009. The Company placed the majority of its efforts in both fiscal years ended in the development of new products. General and Administrative expense: General and Administrative expenses for the fiscal year ended June 30, 2010 was $6,005,844 as compared to $3,296,447 for fiscal year ended June 30, 2009. Officer’s Salaries were $1,513,518 in 2009 as a result of incentives to hire professionals to manage the new business environment, but were cut back in 2010 to $383,735. Consulting expenses rose to $4,844,960 in 2010 from $1,713,157 in 2009 as the Company increased its efforts to develop cutting edge technologies and products. Shareholder expenses rose to $830,380 in 2010 from $686,867 in 2009 as the company increased its awareness to the investment community to raise investor capital and to increase awareness regarding its stock to attract new shareholders to its existing base of shareholders.

Liquidity and Capital Resource: Since its inception, we have financed our cash requirements from cash generated from operations, the sale of equity securities, vendor lines of credit and short-term debt. The Company is currently attempting to raise $1,000,000. This new capital is expected to provide additional bridge financing needed in order for the company to reach the point of commercial sales of its products, and then to increase such sales to the point of profitability

Going Concern

Our ~~consolidated~~ financial statements have been prepared assuming we will continue as a going concern. We ~~had~~have aexperienced recurring net ~~loss~~losses offrom ~~approximately $(6~~operations,~~593,233)for~~ ~~the~~which ~~year~~losses ~~ended~~have ~~June~~caused ~~30, 2010. We had~~ an accumulated deficit of approximately $~~(11~~23,~~485~~600,~~411)and~~682 at June 30, 2011. In addition, we had a working capital deficit of ~~$(1,522,395)~~as of June 30, ~~2010.~~2011 ~~These~~of ~~factors~~$1,895,476. ~~among~~We ~~others~~had net losses of $1,746,329 ~~raise~~and ~~substantial~~$6,593,233 ~~doubt~~for ~~about~~the ~~our~~years ~~ability~~ended toJune ~~continue~~30, as2011 aand ~~going~~2010, ~~concern~~respectively. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty. Assurances cannot be given that adequate financing can be obtained to meet our capital needs. If we are unable to generate profits and unable to continue to obtain financing to meet our working capital requirements, we may not be able to implement our business plan, or we may have to curtail our business activities sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to obtain additional financing on reasonable terms, and in the longer term, to generate sufficient cash flow to meet our obligations on a timely basis to retain financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, the accompanying financial statements will be adversely effected and we may have to curtail or cease operations.

Critical Accounting Policies

The preparation of financial statements and related disclosure in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions, and estimates that affect the amounts reported in the financial statements and accompanying notes. Results of operations could be impacted significantly by judgments, assumptions, and estimates used in the preparation of the financial statements and actual results could differ materially from the amounts reported based on these policies.

Material events and uncertainties: We anticipate that we will begin to be profitable in the fourth quarter of fiscal year ~~2011~~2012, but there is no assurance that this will occur.. For this to happen, we must gain financing and deliver a very successful product.

While we believe that these statements are accurate, our business is dependent upon general economic conditions and various conditions specific to the technological industry. Accordingly, future trends and results cannot be predicted with certainty.

Under current operating conditions, management believes that our sources of cash are insufficient to last through the next year. For NDT continue to operate and to grow its sales it will need to raise additional capital and have profitable revenue.

Certain Trends and Uncertainties:

NDT has in the past and may in the future make forward-looking statements. Certain of the statements contained in this document involve risks and uncertainties. The future results of NDT could differ materially from those statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed in this document. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those predicted. Such risks and uncertainties include, but are not limited to the following:

NDT relies heavily on the technology expertise of ~~Taiwan’s~~outside ~~Institute~~consultants, ~~for Information Industry (III). III is one of the world’s leading information technology institutes~~advisors, ~~established in 1979. III is sponsored by jointly by the Taiwanese government~~ and ~~private industry~~partners. Without ~~III’s~~these ~~involvement~~relationships, ~~NDT~~the Company would most likely not be able to become acompetitor ~~leader~~ in ~~WIMAX~~digital ~~and~~signage ~~RFID~~ technologies.

~~NDT~~In ~~and~~general ~~III~~the ~~have~~technology ~~announced~~software ~~their collaboration to develop~~ and ~~deliver~~high antechnology ~~e-learning~~industries ~~solution~~are tovery ~~the~~competitive ~~America’s~~ and ~~the~~new ~~South Pacific. This solution is the sale of a small notebook computer for children. Under the direction~~ and ~~guidance~~improved ofmethodologies ~~NDT~~ and ~~III,~~technologies ~~ViewSonic~~always ~~Corporation~~pose ~~and~~a ~~Quanta~~threat ~~have come together~~ to ~~produce~~existing ~~a “Lite Bird” computer for distribution and sale through the efforts of NDT~~operations. ~~Without~~At ~~the~~anytime ~~above~~those ~~mentioned~~standards ~~companies~~utilized ~~this~~by ~~project~~NDT ~~would~~could ~~not~~become ~~be able proceed~~obsolete.

In general the computer, software, and high technology industries are very competitive and new and improved methodologies and technologies always pose a threat to existing operations. At anytime those standards utilized by NDT could become obsolete causing sales to drop in its product lines.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk and Supplementary Data.

Not Required.

~~Item 8. Financial Statements~~14

~~NEWPORT~~REPORT ~~DIGITAL~~OF ~~TECHNOLOGIES,~~INDEPENDENT ~~INC. F/K/A~~REGISTERED ~~International~~PUBLIC ~~Food~~ACCOUNTING ~~Products~~FIRM ~~Group, Inc.~~

~~Financial~~To: THE ~~Statements~~BOARD OF DIRECTORS OF NEWPORT DIGITAL TECHNOLOGIES, INC.

We have audited the accompanying consolidated balance sheets of Newport Digital Technologies, Inc. (a development stage company) as of June 30, 2011, and 2010 and the related statements of operations, shareholders’ deficit and cash flows for the years then ended and for the period from July 1, 2008 (beginning of development stage) through June 30, 2011. 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 audit.

~~For~~We ~~Each~~conducted our audit in accordance with the standards of the ~~Two~~Public ~~Years~~Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the ~~Period~~circumstances, ~~Ended~~but ~~June~~not 30for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, ~~2010~~we express no such opinion. 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 audit provides a reasonable basis for our opinion.

20In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Newport Digital Technologies, Inc. as at June 30, 2011 and 2010 and the results of its’ operations and its’ stockholders equity and cash flows for the periods then ended and for the period from July 1, 2008 (beginning of development stage) through June 30, 2011 in conformity with accounting principles generally accepted in the United States of America.

~~REPORT~~The OFaccompanying ~~INDEPENDENT~~financial ~~REGISTERED~~statements ~~PUBLIC~~have ~~ACCOUNTING~~been ~~FIRM~~prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations, has difficulties generating sufficient cash flow to meet its obligations and sustain its operations, and has a working capital deficit, that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~To: THE~~/s/ ~~BOARD~~Gruber OF& ~~INTERNATIONAL FOOD PRODUCTS GROUP~~Company, ~~INC.~~LLC

WeGruber ~~have~~& ~~audited the accompanying consolidated balance sheet of Newport Digital Technologies~~Company, ~~Inc.~~LLC (f/k/a International Food Products Group, Inc.) (a development stage company) as of June 30, 2010, and 2009 and the related statements of operations, shareholders’ deficit and cash flows for the years then ended and for the period from July 1, 2008 (beginning of development stage) through June 30, 2010. 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 audit.

WeSaint conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to haveLouis, ~~nor~~Missouri were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides a reasonable basis for our opinion.

InOctober ~~our opinion~~27, ~~the~~2011 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Newport Digital Technologies, Inc. as at June 30, 2010 and 2009 and the results of its’ operations and its’ stockholders equity and cash flows for the periods then ended and for the period from July 1, 2008 (beginning of development stage) through June 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations, has difficulties generating sufficient cash flow to meet its obligations and sustain its operations, and has a working capital deficit, that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 15

~~/s/~~NEWPORT ~~Gruber~~DIGITAL ~~& Company~~TECHNOLOGIES, ~~LLC~~INC.

~~Gruber~~(a &Development ~~Company,~~Stage ~~LLC~~Company)

~~Saint~~Balance ~~Louis, Missouri~~Sheets

~~October~~For ~~10,~~the ~~2010~~Years Ended June 30,

212011 2010 Current Assets

NEWPORT DIGITAL TECHNOLOGIES, INC. F/K/A International Food Products Group, Inc.


Cash	$	10,030	$	2,965
Inventory		22,800		101,636
Prepaid expenses and deposits		-		179,448

Total Current Assets		32,830		284,049

Total assets	$	32,830	$	284,049

(aLiabilities ~~Development~~and ~~Stage~~Shareholders’ ~~Company~~Equity (Deficit)

Balance Sheet



Current Liabilities
Trade accounts payable	$	106,662	$	133,334
Other accrued expenses		539,446		334,161
Notes payable – related parties		966,153		1,022,904
Notes payable – third party		316,045		316,045

Total current liabilities		1,928,306		1,806,444

Shareholders’ Equity (Deficit):
Preferred Stock $.001 par value, 16,000,000 authorized and issued		16,000		16,000
Common stock: $.001 par value; 1,800,000,000 shares authorized;
1,770,755,341 and 1,390,302,001, issued and outstanding		1,770,757		1,390,303
Common stock subscribed		179,746		1,255,274
Additional paid-in capital		19,738,703		17,670,381
Deficit accumulated during development stage		(12,115,271)		(10,368,942)
Accumulated deficit		(11,485,411)		(11,485,411)

Total shareholders’ equity (deficit)		(1,895,476)		(1,522,395)

Total liabilities and shareholders’ equity (deficit)	$	32,830	$	284,049

~~June~~The ~~30,~~accompanying ~~2010~~notes are an integral part of these financial statements.

	2010		2009
Current Assets
Cash	$	2,965	$	209,475
Inventory		101,636		--
Prepaid expenses and deposits		179,448		935,000
Total Current Assets		284,049		1,144,475
Total assets	$	284,049	$	1,144,475
Liabilities and Shareholders’ Deficit
Current Liabilities
Trade accounts payable	$	133,334	$	141,282
Other accrued expenses		287,825		--
Notes payable – related parties		1,069,240		417,876
Note payable – third party		316,045		50,000
Total current liabilities		1,806,444		609,158
Commitments and contingencies
Shareholders’ Equity:
Preferred Stock $.001 par value, 16,000,000 authorized and issued @.001 par value		16,000		16,000
Common stock: $.001 par value; 1,800,000,000 shares authorized;
1,390,302,001 and 554,718,501, issued and outstanding		1,390,303		554,719
Common stock subscribed		1,255,274		2,957,500
Additional paid-in capital		17,670,381		12,268,217
Deficit accumulated during development stage		(10,368,942)		(3,775,709)
Accumulated deficit		(11,485,411)		(11,485,411)
Total shareholders’ equity (deficit)		(1,522,395)		535,317
Total liabilities and shareholders’ deficit	$	284,049	$	1,144,475

~~The~~NEWPORT ~~accompanying~~DIGITAL ~~notes~~TECHNOLOGIES, ~~are an integral part of the financial statements~~INC.

22 (a Development Stage Company)

~~NEWPORT~~Statements ~~DIGITAL~~of ~~TECHNOLOGIES, INC. F/K/A International Food Products Group, Inc.~~Operations

For the Years Ended June 30, July 1, 2008 (aInception ~~Development~~of ~~Stage~~development ~~Company~~stage) through June 30,

Statements of Operations


		2011		2010		2011

Gross sales	$	14,116	$	-	$	14,116
Less: returns, discounts and allowances		4,716		-		4,716

Net sales		9,400		-		9,400
Cost of goods sold		7,855		-		7,855

Gross profit		1,545		-		1,545

Research and development		41,625		547,929		1,322,599
Inventory impairment		204,434		-		204,434
General and administrative expenses		1,486,908		6,005,844		10,789,199

Total operating expenses		1,732,967		6,553,773		12,316,232

Net loss from operations		(1,731,422)		(6,553,773)		(12,314,687)

Other income (expense)
Interest expense		(14,907)		(39,460)		(59,332)
Debt forgiveness		-		-		258,748

Total other income (expense)		(14,907)		(39,460)		199,416

Net loss	$	(1,746,329)	$	(6,593,233)	$	(12,115,271)

Net loss per share, basic and diluted:	$	(0.00)	$	(0.01)

Shares used in per-share calculation, basic and diluted		1,644,585,512		1,151,223,126

~~For~~The ~~Each~~accompanying ofnotes ~~the~~are ~~Two~~an ~~Years~~integral inpart ~~the~~of ~~Period~~these ~~Ended~~financial ~~June 30, 2010~~statements.

						July 1, 2008
						(inception of
						development
		For the years ended June 30,				stage through
		2010		2009		June 30, 2010
Gross sales	$	--	$	--	$	--
Less: returns, discounts and allowances		--		--		--
Net sales		--		--		--
Cost of goods sold		--		--		--
Gross profit		--		--		--
Selling expenses		--		--		--
Research and development		547,929		733,045		1,280,974
General and administrative expenses		6,005,844		3,296,447		9,302,291
Total operating expenses		6,553,773		4,029,492		10,583,265
Loss from continuing operations		(6,553,773)		(4,029,492)		(10,583,265)
Other income (expense)
Interest expense		(39,460)		(4,965)		(44,425)
Debt forgiveness		--		258,748		258,748
Total other income (expense)		(39,460)		253,783		214,323
Loss before provision for income taxes		(6,593,233)		(3,775,709)		(10,368,942)
Provision for income taxes		--		--		--
Net loss	$	(6,593,233)	$	(3,775,709)	$	(10,368,942)
Net loss per share, basic and diluted:
From continuing operations	$	(0.01)	$	(0.01)
Shares used in per-share calculation, basic
and diluted		1,151,223,126		509,223,980
The accompanying notes are an integral part of the financial statements

23NEWPORT DIGITAL TECHNOLOGIES, INC.

~~NEWPORT~~ (a ~~DIGITAL~~Development ~~TECHNOLOGIES,~~Stage ~~INC. F/K/A International Food Products Group, Inc.~~Company)

(aStatements ~~Development~~of ~~Stage~~Cash ~~Company)~~Flows

~~Statements~~July of1, ~~Cash~~2008 ~~Flows~~(inception of development

For ~~Each of~~ the ~~Two~~ Years ~~in the Period~~ Ended June 30, ~~2010~~Stage) through

						July 1, 2008
		2011			2010			June 30, 2011
						(inception of
Cash flows (used by ) operating activities:
						development
Net loss	$	(1,746,329)		$	(6,593,233)		$	(12,115,271)
		For the years ended June 30,				stage through
Adjustments to reconcile net loss to net cash
		2010		2009		June 30, 2010)
used by operating activities
Cash flows (used by ) operating activities:
Shares issued for services and debt		422,276			3,213,248			4,017,774
Net loss	$	(6,593,233)	$	(3,775,709)	$	(10,368,942)
Loss on inventory impairment		204,434						204,434
Adjustments to reconcile net loss to net cash
Decrease (increase) in assets:
used by operating activities
Inventory		(125,598)			(101,636)			(227,234)
Shares issued for services and debt		3,213,248		382,250		3,595,498
Prepaid expenses		179,448			755,552			975,833
Decrease (increase) in assets:
Increase (decrease) in liabilities:
Inventory		(101,636)		--		(101,636)
Accounts payable		(26,672)			(7,949)			(79,720)
Prepaid expenses		755,552		40,833		796,385
Accrued expenses		205,285			287,825			388,834
Increase (decrease) in liabilities:
Net cash provided by (used in) operating activities		(887,156)			(2,446,193)			(6,835,350)
Accounts payable		(7,948)		(45,100)		(53,048)
Cash flows from investing activities		-			-			-
Accrued expenses		287,825		(104,275		183,550
Cash flows provided by financing activities
Net cash provided by (used in)
Proceeds from related party		41,461			651,364			944,377
operating activities		(2,446,192)		(502,001)		(15,948,193)
Payments on related party note payable		(98,212)			-			(98,212)
Cash flows provided by financing activities
Proceeds from notes payable		-			266,045			235,545
Proceeds from related party		651,364		251,552		902,916
Proceeds from sale of common stock		-						531,172
Proceeds from notes payable		266,045		(30,500)		253,545)
Proceeds from subscribed common stock		950,972			1,322,274			5,230,746
Proceeds from subscribed common stock		1,322,274		2,957,500		279,774
Net cash provided by financing activities		894,221			2,239,683			6,843,628
Proceeds from sale of common stock		--		531,172		531,172
Net increase (decrease) in cash		7,065			(206,510)			8,278
Net cash provided by financing activities		2,239,683		3,709,724		5,949,407
Cash at beginning of year		2,965			209,475			1,752
Net increase (decrease) in cash		(206,510)		207,723		1,214
Cash at end of year	$	10,030		$	2,965		$	10,030
Cash at beginning of year		209,475		1,752		1,752
Cash at end of year		2,965		209,475		2,965
Supplemental Disclosures of Cash Flow Information
Interest paid to third parties	$	--	$	--	$	--
Income taxes paid		--		--		--
Supplemental Schedule of Non-cash investing and financing Activities
Issuance of common shares for prepaid services	$		$	935,000	$	935,000
The accompanying notes are an integral part of the financial statements

24Supplemental Disclosures of Cash Flow Information

~~NEWPORT~~Interest ~~DIGITAL~~paid ~~TECHNOLOGIES,~~to ~~INC.~~third parties $ -- $ -- $ -- Income taxes paid $ -- $ -- $ --

~~F/K/A~~Supplemental ~~International~~Schedule ~~Food~~of ~~Products~~Non-cash ~~Group,~~investing ~~Inc.~~and financing Activities

(aIssuance ~~Development~~of ~~Stage~~common ~~Company)~~shares for prepaid services $ 161,681 $ - $ 3,757,179

~~Statement~~The accompanying notes are an integral part of ~~Shareholders’~~these ~~Deficit~~financial statements.

								Deficit
								Accumulated
					Common	Additional		During
	Preferred stock		Common stock		Common Stock	Paid-in	Accumulated	Development
	Shares	Amount	Shares	Amount	Subscribed	Capital	Deficit	Stage	Total
		$		$		$	$	$	$
	--	--	414,363,501	414,364	--	9,966,550	-10,156,074	--	224,840
Balance, June 30, 2007
Shares issued for cash		--	8,405,000	8,405	--	55,595		--	64,000
Shares issued for cash		--	59,200,000	59,200	--	406,400		--	465,600
Preferred stock issued	16,000,000	16,000				64,000			80,000
Net loss for the year	--	--	--	--	--	--	-1,329,337	--	-1,329,337
Balance, June 30, 2008	16,000,000	16,000	481,968,501	481,969	--	10,492,545	-11,485,411	--	-494,897
Shares issued for cash			29,000,000	29,000		502,172			531,172
Shares issued for services			43,750,000	43,750		1,273,500			1,317,250
Cash received for stock subscription					2,957,500				2,957,500
Net loss for the year	--	--	--	--	--	--	--	-3,775,709	-3,775,709
Balance, June 30, 2009	16,000,000	16,000	554,718,501	554,719	2,957,500	12,268,217	-11,485,411	-3,775,709	535,317
Shares issued for services			325,782,000	325,782		2,887,466			3,213,248
Cash received for stock subscription					1,322,274				1,322,274
Shares issued for subscriptions received			509,801,500	509,802	(3,024,500)	2,514,698
Net loss for the year								(6,593,233)	(6,593,233)
Balance, June 30, 2010	16,000,000	16,000	1,390,302,001	1,390,303	1,255,274	17,670,381	(11,485,411)	(10,368,942)	(1,522,395)

~~The~~NEWPORT ~~accompanying~~DIGITAL ~~notes~~TECHNOLOGIES, ~~are an integral part of the financial statements~~INC.

25 (a Development Stage Company)

~~NEWPORT~~Statement ~~DIGITAL~~of ~~TECHNOLOGIES,~~Shareholders’ ~~INC. F/K/A~~Equity ~~International Food Products Group, Inc.~~(Deficit)

(ADeficit ~~Development Stage Company)~~Accumulated

~~Notes~~Preferred toStock ~~the~~Common ~~Financial~~Stock ~~Statements~~Common Stock Additional Paid-in Accumulated During Development

As of June 30, 2010 and


	Shares	Amount	Shares	Amount	Subscribed	Capital	Deficit	Stage	Total

Balance, June 30, 2007	--	$ --	414,363,501	$ 414,364	$ --	$ 9,966,550	$ (10,156,074)	$ --	$ 224,840
Shares issued for cash	--	--	8,405,000	8,405	--	55,595	--	--	64,000
Shares issued for cash	--	--	59,200,000	59,200	--	406,400	--	--	465,600
Preferred stock issued	16,000,000	16,000	--	--	--	64,000	--		80,000
Net loss for the year	--	--	--	--	--	--	(1,329,337)	--	(1,329,337)
Balance, June 30, 2008	16,000,000	16,000	481,968,501	481,969	--	10,492,545	(11,485,411)	--	(494,897)
Shares issued for cash	--	--	29,000,000	29,000	--	502,172	--	--	531,172
Shares issued for services	--	--	43,750,000	43,750	--	1,273,500	--	--	1,317,250
Cash received for stock subscription	--	--	--	--	2,957,500	--	--	--	2,957,500
Net loss for the year	--	--	--	--	--	--	--	(3,775,709)	(3,775,709)
Balance, June 30, 2009	16,000,000	16,000	554,718,501	554,719	2,957,500	12,268,217	(11,485,411)	(3,775,709)	535,317
Shares issued for services	--	--	325,782,000	325,782		2,887,466	--	--	3,213,248
Cash received for stock subscription	--	--	--	--	1,322,274	--	--	--	1,322,274
Shares issued for subscriptions received	--	--	509,801,500	509,802	(3,024,500)	2,514,698	--	--	--
Net loss for the year	--	--	--	--	--	--	--	(6,593,233)	(6,593,233)
Balance, June 30, 2010	16,000,000	16,000	1,390,302,001	1,390,303	1,255,274	17,670,381	(11,485,411)	(10,368,942)	(1,522,395)
Stock issued for services	--	--	87,124,437	87,125	--	335,151	--	--	422,276
Stock issued to satisfy subscriptions received	--	--	293,328,903	293,329	(2,026,500)	1,733,171	--	--	--
Common stock subscriptions received	--	--	--	--	950,972	--	--	--	950,972
Net loss for the year ended June 30, 2011	--	--	--	--	--	--	--	(1,746,329)	(1,746,329)
Balance, June 30, 2011	16,000,000	$ 16,000	1,770,755,341	$1,770,757	$ 179,746	$19,738,703	$(11,485,411)	$(12,115,271)	$(1,895,476)

~~For~~The ~~Each~~accompanying ofnotes ~~the~~are ~~Two~~an ~~Years~~integral inpart ~~the~~of ~~Period~~these ~~Ended~~financial ~~June 30, 2010~~statements.

~~1. Summary of Significant Accounting Policies~~19

~~Company~~ NEWPORT ~~Overview~~DIGITAL TECHNOLOGIES, INC.

On (A ~~March~~Development ~~30,~~Stage ~~2009 a Special Meeting of the~~ Company’s shareholders was held and a majority vote of shareholders approved a name change of the Company to Newport Digital Technologies, Inc. In addition, the number of authorized shares of the Company’s $.001 par value common stock was increased from 600,000,000 shares to 1,800,000,000 shares.)

~~The~~Notes ~~Company during the past two years has continued~~ to ~~broaden its scope of business, leaving~~ the ~~food~~Financial processing business behind, and devoting all of its resources and attention to developing a technology marketing and distribution business. As a result, it should be considered a development stage company, and has yet to realize revenues in its redirected business. Statements

~~The~~As ~~Company has underway the development, positioning and initial marketing~~ of ~~several~~June ~~different innovative wireless technology solutions which it hopes to sell to Fortune 500 companies and their clients. The Company has developed through strategic alliances with other companies~~30, ~~a portfolio of competencies in the following wireless technologies: (1) RFID (radio frequency identification); (2) WiMax; (3) Digital Signage/LED lighting; and (4) Security & Surveillance solutions.~~ 2011

~~Revenue~~NOTE ~~Recognition~~1 - Summary of Significant Accounting Policies

~~The~~ Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition. SAB No. 104 requires that four basic criteria must be met before revenue can be recognized. (1) persuasive evidence of an arrangement exists; (2) title has transferred; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenues are recorded.Overview

~~Cash~~On March 30, 2009 a Special Meeting of the Company’s shareholders was held and a majority vote of shareholders approved a name change of the Company to Newport Digital Technologies, Inc. In addition, the number of authorized shares of the Company’s $.001 par value common stock was increased from 600,000,000 shares to 1,800,000,000 shares.

~~For~~The ~~purposes~~Company, ofduring ~~reporting~~the ~~cash~~past ~~flows~~two years, has continued to broaden its scope of business, leaving the ~~Company~~food ~~considers~~processing business behind, and devoting all ~~highly~~of ~~liquid~~its ~~debt~~resources ~~instruments~~and ~~purchased~~attention ~~with~~to developing a ~~maturity~~technology ofmarketing ~~three~~and ~~months~~distribution orbusiness. As ~~less~~a toresult, it should be ~~cash~~considered ~~equivalents~~a development stage company, and has yet to realize significant revenues in its redirected business.

The Company has nounderway, ~~requirement~~the ~~for~~development, ~~compensating~~positioning ~~balances~~and initial marketing of several different innovative wireless technology solutions which it hopes to sell to Fortune 500 companies and their clients. The Company has developed through strategic alliances with other companies, a portfolio of competencies in the following wireless technologies: (1) RFID (radio frequency identification); (2) WiMax; (3) Digital Signage/LED lighting; and (4) Security & Surveillance solutions.

~~Trade~~The ~~Accounts~~Company ~~Receivable~~is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.”

The Company intends and has the ability to hold trade accounts receivable until they are paid. Trade accounts receivable are reported at their outstanding principal amount less any chargeoffs and an allowance for doubtful accounts. When a trade account receivable is deemed uncollectible, the balance is charged off against the allowance for doubtful accounts. An allowance for doubtful accounts is based on the Company's historical loss experience. Recoveries of trade accounts receivable that have been previously charged off are recorded when received as a reduction in bad debt expense in the year of collection. The Company determines trade accounts receivable delinquency based on contractual terms of the specific trade account receivable. The Company's policy for determining past due is 60 days past agreed upon payment terms. As of June 30, 2010, the Company has no accounts receivable.20

AtRevenue June 30, 2008, the Company had an accounts receivable balance totaling $1,386,000 resulting from an international sale of technology products. under a binding contract with a fixed price, delivery had been made, and collection was reasonably certain. Subsequently during January, 2009 the buyer backed out of the sale and returned the product to the Company. The Company had related accounts payable to a vendor for the purchase of the technology products. The Company returned the product in full satisfaction of the balance due in the amount of $1,366,095. The Company recorded a bad debt in the amount of $19,905 which represented the original net profit on the transaction. The bad debt is included in general and administrative expense at June 30, 2009.Recognition

26The Company recognizes revenue in accordance with Revenue Recognition ASC 605-15-25 which requires that four basic criteria must be met before revenue can be recognized. (1) persuasive evidence of an arrangement exists; (2) title has transferred; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenues are recorded.

~~Inventories~~Cash

~~Inventories~~For ~~are~~purposes ~~stated~~of at the ~~lower~~statement of ~~cost~~cash orflows, ~~market.~~the ~~Cost~~Company isconsiders ~~determined~~all ~~using~~highly ~~the~~liquid ~~first-in,~~debt ~~first-out~~instruments ~~(FIFO)~~purchased ~~method.~~with ~~Market~~a ismaturity ~~defined~~of asthree ~~sales~~months ~~price~~or less ~~cost~~ to ~~dispose~~be ~~and~~cash aequivalents. ~~normal~~There ~~profit~~were ~~margin. Inventory~~no ~~consists~~cash equivalents as of ~~finished~~June ~~products~~30, 2011 or 2010.

~~Prepaid~~The ~~Expenses~~Company has no requirement for compensating balances.

~~Prepaid~~Trade ~~expenses~~Accounts ~~represent expenses paid prior to the receipt of the related goods or services and consist primarily of prepaid legal fees.~~ Receivable

~~Research~~The Company intends and ~~Development~~has the ability to hold trade accounts receivable until they are paid. Trade accounts receivable are reported at their outstanding principal amount less any charge offs and an allowance for doubtful accounts. When a trade account receivable is deemed uncollectible, the balance is charged off against the allowance for doubtful accounts. An allowance for doubtful accounts is based on the Company's historical loss experience. Recoveries of trade accounts receivable that have been previously charged off are recorded when received as a reduction in bad debt expense in the year of collection. The Company determines trade accounts receivable delinquency based on contractual terms of the specific trade account receivable. The Company's policy for determining past due is 60 days past agreed upon payment terms. As of June 30, 2011 and 2010, the Company had no accounts receivable.

Research and development expenses for new products are expensed as they are incurred. Expenses for new product development totaled $547,929 for the year ended June 30, 2010 and $733,045 for the year ended June 30, 2009. Inventories

~~Fair~~Inventories ~~Value~~are stated at the lower of ~~Financial~~cost ~~Instruments~~or market. Cost is determined using the first-in, first-out (FIFO) method. Market is defined as sales price less cost to dispose and a normal profit margin. Inventory consists of finished products.

~~ASC~~Prepaid Topic 825, formerly Statement of Financial Accounting Standards (“SFAS”) No. 107: Disclosures About Fair Value of Financial Instruments , requires management to disclose the estimated fair value of certain assets and liabilities defined as financial instruments. Financial instruments are generally defined by as cash and cash equivalents, evidence of ownership interest in equity, or a contractual obligation that both conveys to one entity a right to receive cash or other financial instruments from another entity and imposes on the other entity the obligation to deliver cash or other financial instruments to the first entity.Expenses

At Prepaid ~~June~~expenses ~~30,~~represent ~~2010~~expenses ~~and~~paid ~~2009,~~prior to the ~~Company’s~~receipt ~~financial instruments are cash and cash equivalents, accounts payable-trade, accrued liabilities and notes payable. The recorded values~~ of ~~cash~~the ~~and~~related ~~cash~~goods ~~equivalents~~or ~~and~~services ~~accounts payable~~ and ~~accrued~~consist ~~liabilities~~primarily ~~approximate their fair values based on their short-term nature. The recorded value~~ of ~~the~~prepaid ~~notes~~legal ~~payable approximates the fair value, as interest approximates market rates~~fees.

~~Income~~Research ~~Taxes~~and Development

~~Deferred~~Research ~~income taxes are determined based on the difference between the financial reporting~~ and ~~tax~~development ~~bases~~expenses offor ~~assets~~new ~~and~~products ~~liabilities. Deferred income tax expense (benefit) represents the change during the reporting period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and/or liabilities~~ are ~~classified~~expensed as ~~current~~they ~~and noncurrent based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that~~ are ~~not related to an asset or liability~~incurred. Expenses ~~Deferred~~for ~~tax~~new ~~assets~~product ~~include~~development ~~tax~~totaled ~~loss~~$41,625 and ~~credit~~$547,929 ~~carry~~for ~~forwards~~the ~~and~~years ~~are~~ended ~~reduced by a valuation allowance if~~June 30, ~~based~~2011 onand ~~available evidence~~2010, ~~it is more likely than not that some portion or all of the deferred tax assets will not be realized~~respectively.

~~The~~Income Company currently has net operating loss ("NOL") carry forwards that can be utilized to offset future income for federal and state tax purposes. The NOL's generate a significant deferred tax asset. However, the Company has recorded a valuation allowance against this deferred tax asset as it has been determined that it is more likely than not that the Company will not generate future income that the NOL's could offset.Taxes

~~Stock~~Deferred ~~Based~~income ~~Compensation~~taxes are determined based on the difference between the financial reporting and tax bases of assets and liabilities. Deferred income tax expense (benefit) represents the change during the reporting period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and/or liabilities are classified as current and noncurrent based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that are not related to an asset or liability. Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

WeThe ~~account~~Company ~~for~~currently ~~stock-based~~has ~~compensation~~net inoperating ~~accordance~~loss ~~with~~("NOL") ~~FASB~~carry ~~ASC~~forwards ~~718, Compensation – Stock Compensation which requires~~ that ~~companies~~can ~~account~~be ~~for~~utilized ~~awards of equity instruments issued~~ to ~~employees~~offset ~~under~~future ~~the~~income ~~fair~~for ~~value~~federal ~~method~~and ofstate ~~accounting~~tax ~~and~~purposes. ~~recognize~~The ~~such~~NOL's ~~amounts~~generate ina ~~their~~significant ~~statements~~deferred oftax ~~operations~~asset. ~~Under~~However, ~~FASB~~the ~~ASC~~Company ~~718~~has werecorded ~~are~~a ~~required~~valuation toallowance ~~measure~~against ~~compensation~~this ~~cost~~deferred ~~for~~tax ~~all~~asset ~~stock-based~~as ~~awards~~it athas ~~fair~~been ~~value~~determined onthat ~~the~~it ~~date~~is ofmore ~~grant~~likely ~~and~~than ~~recognize~~not ~~compensation~~that ~~expense~~the inCompany ~~our~~will ~~consolidated~~not ~~statements~~generate offuture ~~operations~~income ~~over the service period~~ that the ~~awards~~NOL's ~~are~~could ~~expected to vest~~offset.

27Stock Based Compensation

~~The~~We ~~Company~~account ~~accounts~~ for stock-based compensation ~~issued to non-employees and consultants~~ in accordance with ~~the provisions of~~ FASB ASC 718 , ~~Accounting~~Compensation ~~for~~– ~~Equity~~Stock ~~Instruments~~Compensation ~~that~~which ~~are~~requires ~~Issued~~that tocompanies ~~Other~~account ~~Than Employees~~ for ~~Acquiring~~awards orof inequity ~~Conjunction~~instruments ~~with~~issued ~~Selling,~~to ~~Goods~~employees orunder ~~Services. If~~ the fair value method of ~~goods~~accounting orand ~~services~~recognize ~~received~~such amounts in atheir ~~share-based~~statements ~~payment transaction with nonemployees is more reliably measurable than the fair value~~ of ~~the~~operations. ~~equity~~Under ~~instruments~~FASB ~~issued,~~ASC ~~the~~718 ~~fair~~we ~~value~~are ofrequired ~~the goods or services received shall be used~~ to measure ~~the~~compensation ~~transaction.~~cost Infor ~~contrast,~~all ifstock-based ~~the~~awards at fair value ofon the ~~equity~~date ~~instruments~~of ~~issued~~grant inand arecognize ~~share-based~~compensation ~~payment~~expense ~~transaction~~in ~~with~~our ~~nonemployees~~statements ~~is more reliably measurable than the fair value~~ of ~~the~~operations ~~consideration~~over ~~received,~~ the ~~transaction~~service ~~shall~~period bethat ~~measured based on~~ the ~~fair~~awards ~~value~~are ofexpected ~~the~~to ~~equity instruments issued~~vest.

~~Advertising~~The ~~Costs~~Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 718, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services. If the fair value of goods or services received in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the equity instruments issued, the fair value of the goods or services received shall be used to measure the transaction. In contrast, if the fair value of the equity instruments issued in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the consideration received, the transaction shall be measured based on the fair value of the equity instruments issued.

Advertising ~~costs are expensed as incurred. There were no advertising costs during 2010 and 2009.~~Costs

~~Interest~~Advertising ~~Expense~~costs are expensed as incurred. Advertising costs for the years ended June 30, 2011 and 2010 were $2,100 and $0, respectively.

Interest expense, including loan fees paid through the issuance of shares of the Company’s common stock, relate to borrowings, the proceeds of which were used to acquire inventory and pay operating expenses. 21

~~Use~~Interest ~~of Estimates~~Expense

~~The~~Interest ~~preparation~~expense, ofincluding ~~financial~~loan ~~statements~~fees inpaid ~~conformity~~through ~~with~~the ~~accounting~~issuance ~~principles~~of ~~generally~~shares ~~accepted~~of in the ~~United~~Company’s ~~States~~common ~~requires~~stock; ~~management~~relate to ~~make~~borrowings, ~~estimates~~is ~~and~~expensed ~~assumptions that affect the amounts reported~~ in the ~~financial~~period ~~statements~~it ~~and~~which ~~the~~it ~~accompanying~~is ~~notes.~~incurred ~~The~~or ~~most significant assumption that has been made by management with regards to~~ the ~~preparation~~stock ~~of their financial statements~~ is ~~the valuation allowance that has been established for the deferred income tax asset and the valuation of share-based compensation~~issued. Changes in this and other estimates as well as the assumptions involved in the preparation of the financial statements are considered reasonably possible and may have a material impact on the financial statement

~~Recently~~Use ~~Issued~~of ~~Accounting Pronouncements~~Estimates

InThe ~~February~~preparation ~~2010,~~of financial statements in conformity with accounting principles generally accepted in the ~~Financial~~United ~~Accounting~~States ~~Standards~~requires ~~Board~~management ~~(“FASB”)~~to ~~issued~~make ~~Accounting~~estimates ~~Standards~~and ~~Update~~assumptions ~~(ASU)~~that Noaffect the amounts reported in the financial statements and the accompanying notes. ~~2010-09,~~ ~~Subsequent~~The ~~Events~~most ~~(Topic~~significant ~~855);~~assumption ~~Amendments~~that tohas ~~Certain~~been ~~Recognition~~made ~~and~~by ~~Disclosure~~management ~~Requirements,~~with ~~effective~~regards ~~upon~~to ~~issuance,~~the ~~which~~preparation ~~removed~~of their financial statements is the ~~requirement~~valuation allowance that has been established for anthe ~~SEC~~deferred ~~filer~~income totax ~~disclose~~asset and the ~~date~~valuation ~~through~~of ~~which~~share-based ~~subsequent~~compensation. ~~events~~Changes ~~have~~in ~~been~~this ~~evaluated~~and other estimates as well as the assumptions involved in ~~both~~the ~~issued~~preparation ~~and~~of ~~revised~~the financial statements. are considered reasonably possible and may have a material impact on the financial statement

InLoss ~~June~~per 2009, the FASB issued the Accounting Standards Codification (“FASB ASC”) as the sole source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements, effective for interim and annual periods ending after September 15, 2009. FASB ASC does not change GAAP, but changes the way accounting principles are referenced in financial statements and notes to financial statements. As required, we adopted FASB ASC in the first quarter of fiscal 2010 and, other than accounting principle resource referencing, FASB ASC had no impact on our financial statements as of and for the years ended June 30, 2010. Share

InBasic December 2007, the FASB issued changes in accounting requirements for business combinations that are contained in FASB ASC 805, Business Combinations (“FASB ASC 805”). The requirements retain the purchase method of accounting for acquisitions, but require a number of changes, including changes in the way assets and ~~liabilities~~diluted ~~are~~loss ~~recognized~~per incommon ~~purchase~~share ~~accounting.~~has Itbeen ~~also~~computed ~~changes~~by ~~the~~dividing ~~recognition of assets acquired and liabilities assumed arising from contingencies, requires~~ the ~~capitalization~~loss ofavailable ~~in-process~~to ~~research~~common ~~and~~shareholders ~~development~~by ~~at fair value, and requires~~ the ~~expensing of acquisition~~weighted-~~related~~average ~~costs~~number ~~as incurred. The above provisions for changes in accounting requirements prescribed by FASB ASC 805, effective for the Company beginning July 1, 2009, were adopted in the first quarter~~ of ~~fiscal~~common ~~2010~~shares ~~with no impact on our financial statements as of and for the years ended June 30, 2010~~outstanding.

~~FASB~~The ~~ASC~~effect ~~820, Fair Value Measurements and Disclosures (“FASB ASC 820”) includes guidance that establishes a standard definition~~ of ~~fair~~any ~~value~~potentially ~~and~~dilutive asecurities ~~framework~~was ~~under~~not ~~generally~~included ~~accepted~~in ~~accounting principles to measure fair value and expands disclosure requirements for fair value measurements. On July 1, 2008, we adopted~~ the ~~provisions~~computation of ~~FASB~~diluted ~~ASC~~loss ~~820~~per for assets and liabilities measured or disclosed at fair value on a recurring basis. The provisions of FASB ASC 820 were adopted for nonfinancial assets and liabilities measured on a non-recurring basis on July 1share, ~~2009~~because ~~and~~to ~~had~~do noso ~~impact~~would ~~on our financial statements at June 30, 2010, as we currently~~ have nobeen ~~nonfinancial~~anti ~~assets~~dilutive ~~and~~for ~~liabilities~~the ~~measured~~two onperiods ~~a non-recurring basis at fair value~~presented.

InNew ~~June 2008,~~Accounting the FASB issued revisions to FASB ASC 260, Earnings Per Share (“FASB ASC 260”) that prescribe guidelines on determining whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share. Further, the revisions clarify that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two class method. As required, we adopted these revisions to FASB ASC 260 effective July 1, 2009. Pronouncements

WeIn ~~have~~December ~~determined~~2010, the FASB Accounting Standards Update 2010-29 Business Combinations Topic 805, which requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all ~~other~~business ~~recently~~combinations ~~issued~~that ~~accounting~~occurred ~~standards~~during ~~will~~the ~~not~~year ~~have~~had abeen ~~material~~as ~~impact~~of onthe ~~our~~beginning ~~consolidated~~of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. Effective for business combinations for which the acquisition date is on or doafter the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption did not ~~apply~~have toan ~~our~~impact on the Company’s financial position and results of operations.

28In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

2In February 2010, the FASB issued ASU No. ~~Equipment~~ 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events.

Equipment consisted of the following as of June 30, 2010:
Computer Equipment	$	35,090
Furniture and fixtures		2,424
		37,514
Less: accumulated depreciation		(37,514	)
Total equipment		-

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.

~~Depreciation~~In ~~expense~~January ~~for~~2010, the ~~years~~FASB ~~ended~~issued ~~June~~an 30amendment to ASC 505, ~~2010~~Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and ~~2009~~is ~~was~~not $0accounted for as a stock dividend. This ~~Equipment~~standard ~~was~~is ~~fully~~effective ~~depreciated~~for atinterim ~~June~~and 30annual periods ending on or after December 15, ~~2006~~2009 and is to be applied on a retrospective basis.

3In October 2009, the FASB issued SFAS No. ~~Accounts~~ ~~Payable~~166, “Accounting For Transfers of Financial Assets -- An Amendment Of FASB Statement No. 140” ("SFAS 166") [ASC860], which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009.

~~Included~~In inOctober ~~Accounts~~2009, ~~Payable~~the isFASB aissued ~~payable~~SFAS No. 167, “Amendments to aFASB ~~vendor~~Interpretation ofNo. ~~the~~46(R)” ~~Company~~("SFAS ~~who~~167") ~~supplied~~[ASC ~~packaging~~810-10], ~~for~~which ~~the~~modifies ~~Company's~~how ~~products~~a ~~during~~company ~~the~~determines ~~period~~when ~~from~~an ~~fiscal~~entity ~~year~~that ~~2000~~is insufficiently capitalized or is not controlled through ~~fiscal~~voting ~~year~~(or ~~2002~~similar ~~and~~rights) ~~obtained~~should abe ~~judgment~~consolidated. inSFAS 167 clarifies that the ~~California~~determination ~~Superior~~of ~~Court~~whether ~~against~~a ~~the~~company ~~Company~~is ~~for~~required ~~the~~to ~~amounts~~consolidate ~~due~~an ~~for~~entity is based on, among other things, an entity's purpose and design and a company's ability to direct the ~~products~~activities of the entity that ~~were~~most ~~provided~~significantly ~~and~~impact ~~court-awarded~~the ~~attorney’~~entity's ~~fees~~economic performance. ~~This~~SFAS ~~judgment~~167 ~~awarded~~requires byan ~~the~~ongoing ~~court~~reassessment toof whether a company is the ~~vendor~~primary ~~has~~beneficiary ~~been~~of ~~recorded,~~a ~~and~~variable interest entity. SFAS 167 also requires additional disclosures about a ~~lien~~company's ~~has~~involvement ~~been~~in ~~filed~~variable interest entities and any significant changes in ~~the~~risk ~~approximate~~exposure ~~amount~~due ofto ~~$130~~that involvement. SFAS 167 is effective for fiscal years beginning after November 15,~~000~~ 2009.

4In October 2009, the FASB issued Accounting Standards Update (“ASU”) No. ~~Notes~~ 2009-01, ~~Payable~~Topic 105 — Generally Accepted Accounting Principles — amendments based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. This Accounting Standards Update includes Statement 168 in its entirety, including the accounting standards update instructions contained in Appendix B of the Statement. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after December 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. The Codification is effective for us in the second quarter of fiscal 2010, and accordingly, this Registration Statement and all subsequent public filings will reference the Codification as the sole source of authoritative literature.

Note payable to related party who is an officer, director and major shareholder; the note is uncollateralized with interest. @ 10% due on demand, including interest	$	1,069,240
Note payable to a third party, uncollateralized with interest @10% due on demand, including interest	$	50,000
Note payable to an individual dated November 1, 2009, uncollateralized with interest due at 5% per month with a maturity date of October 31, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		25,000
Note payable to an individual dated November 1, 2009, uncollateralized with interest due at 5% per month with a maturity date of October 31, 2012. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		2,295
Note payable to an individual dated November 10, 2009, uncollateralized with interest due at 5% per month with a maturity date of November 11, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		113,750
Note payable to an individual dated December 24, 2009, uncollateralized with interest due at 5% per month with a maturity date of December 23, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		125,000
	$	316,045

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

29Fair Value of Financial Instruments

5ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ~~Deferred~~ ~~Income~~ASC ~~Taxes~~Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

~~The~~· ~~components~~Level of1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the ~~provision~~quoted ~~for~~prices ~~income~~in ~~taxes~~active markets, that are asobservable ~~follows:~~either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

	For the Years Ended June 30,
	2010		2009
Current tax expense:
Federal		--		-
State		--		-
		--		-
Deferred tax expense:
Federal				-
State		--		-
-		--
Total provision	$	--	$	-

The following presents the gross value of assets and liabilities that were measured and recognized at fair value.

~~Significant~~· ~~components~~Level of1: ~~the~~none ~~Company's~~· ~~deferred~~Level ~~income~~2: ~~tax~~none ~~assets~~· ~~and~~Level ~~liabilities at June 30, 2010 and 2009 are as follows~~3: none

	For the Years Ended June 30,
	2010		2009
Deferred income tax assets:
Net operating loss carry forward	$	6,119,219	$	4,273,113
Allowance and reserves		--		-
Other		--		-
Total deferred income tax asset		6,119,219		4,273,113)
Valuation allowance		(6,119,219)		(4,273,113)
Net deferred income tax asset		-		-

At June 30, 2011 and 2010, the Company’s financial instruments are cash, accounts payable-trade, accrued liabilities and notes payable. The recorded values of cash and accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded value of the notes payable approximates the fair value, as interest approximates market rates.

The Company, based upon its history of losses and management's assessment of when operations are anticipated to generate taxable income, has concluded that it is more likely than not that none of the net deferred income tax assets will be realized through future taxable earnings and has established a valuation allowance for them.22

~~Reconciliation~~NOTE of2 ~~the~~– Property ~~effective~~and ~~tax rate to the U.S. statutory rate is as follows:~~Equipment

	For the Years Ended June 30,
	2010			2009
Tax benefit at U.S. statutory rate		(34.0)	%		(34.0.)	%
State tax provision		-			-
Other					-
Stock-based compensation		16.6			16.8
Change in valuation allowance		17.4			17.2
Effective income tax rate		--	%		0.0	%

Equipment consisted of the following as of June 30, 2011 and 2010:

The Company also has federal and state net operating loss carry forwards of approximately $21,854,000. The federal net operating loss carry forwards will begin to expire in the years 2018.


Computer Equipment	$	35,090
Furniture and fixtures		2,424
		37,514
Less: accumulated depreciation		(37,514)
Total equipment		-

All equipment was fully depreciated at June 30, 2006.

~~6. Commitments~~NOTE 3 – Inventory

~~The~~In accordance with ASC 330-10-35, “Adjustment to Lower of Cost or Market” the Company ~~rents~~determined that the value of its ~~corporate~~inventory ~~office~~had onfallen abelow ~~month~~the cost at which it was recorded. As such the Company has written its entire inventory down to ~~month~~cost ~~basis~~and has recorded a loss on impairment of $204,434 as of June 30, 2011.

~~7. Going~~NOTE ~~Concern~~4 - Other Accrued Expenses

~~The~~Included ~~Company~~in ~~has~~Other ~~incurred~~Accrued ~~net~~Expenses ~~losses~~is ~~for~~a ~~the~~payable ~~year~~to ~~of $6,593,233, and has~~ a ~~retained~~vendor ~~deficit~~ of ~~$21,854,353, is in~~ the ~~development~~Company ~~stage,~~who ~~and~~supplied ~~has~~packaging ~~no revenues. Our business plan calls~~ for ~~development,~~the ~~marketing~~Company's ~~and sale of cutting edge technology based~~ products ~~and~~during ~~services, developed based on~~ the ~~technology~~period offrom ~~our~~fiscal ~~strategic~~year ~~partners. If~~2000 wethrough ~~are~~fiscal ~~unable~~year ~~negotiate~~2002 ~~favorable contracts for such technology with our partners, or if the products~~ and ~~services~~obtained wea ~~choose~~judgment ~~to develop and market are not favorably received~~ in the ~~market~~California ~~place~~Superior ~~and~~Court doagainst ~~not~~the ~~generate~~Company ~~significant~~for ~~sales~~the ~~and~~amounts ~~revenues~~due atfor ~~reasonable~~the ~~profit~~products ~~margins~~that towere ~~us,~~provided ~~we will not be able to generate enough revenue to achieve~~ and ~~maintain~~court-awarded ~~profitability~~attorney’s ~~or to continue our operations~~fees.. NoThis ~~assurances~~judgment ~~can~~awarded beby ~~given that~~ the ~~Company~~court ~~will be able~~ to ~~raise~~ the ~~capital~~vendor ~~required~~has tobeen ~~implement~~recorded, ~~its~~and ~~business plan.. These factors raise substantial doubt about the Company’s ability to continue as~~ a ~~going~~lien ~~concern.~~has ~~The~~been ~~financial~~filed ~~statements~~in ~~do not include any adjustments that might be necessary if~~ the ~~company~~approximate isamount ~~unable~~of ~~to continue as a going concern~~$130,000.

~~8. Share~~NOTE 5 -~~Based~~ Notes ~~Compensation~~Payable

InNotes ~~prior~~payable ~~years,~~for the ~~Company granted options to its officers and certain consultants. No options were granted during either of the two~~ years ~~in the period~~ ended ~~June~~are ~~30,~~as ~~2010. The Company does not have a formal plan for granting options.~~follows:

~~Stock options granted and outstanding at~~ June 30, 2010. There were no changes during the years then ended June 30, 2010 and 2009. All options granted are fully vested at June 30, 2010 and are exercisable, upon proper notice, in whole or in part at any time. The options granted have contractual lives ranging from ten to sixteen years.

Summary information about the Company's options outstanding all of which are exercisable at June 30, 2010:


		2011		2010
Note payable to a third party, uncollateralized with interest @10% due on demand, including interest		50,000		50,000

Note payable to an individual dated November 1, 2009, uncollateralized with interest due at 5% per month with a maturity date of October 31, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		25,000		25,000

Note payable to an individual dated November 1, 2009, uncollateralized with interest due at 5% per month with a maturity date of October 31, 2012. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		2,295		2,295

Note payable to an individual dated November 10, 2009, uncollateralized with interest due at 5% per month with a maturity date of November 11, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		113,750		113,750

Note payable to an individual dated December 24, 2009, uncollateralized with interest due at 5% per month with a maturity date of December 23, 2011. The note may be converted to common stock at a later date agreeable to by both borrower and lender.		125,000		125,000
	$	316,045	$	316,045

						Weighted Average
Note payable to related party who is an officer, director and major shareholder; the note is uncollateralized with interest. @ 10% due on demand, including interest	$	961,951	$	1,022,904
				Shares		Exercise Price
Note payable to a related party who is an officer; the note is uncollateralized with interest @ 10% due on demand, including interest		4,202		-
Balance, June 30, 2007					16,650,000	$	0.133
	$	966,153	$	1,022,904
Granted					-		-
Exercised					-		-
Canceled					-		-
Balance, June 30, 2008					16,650,000		0.133
Granted					-		-
Exercised					-		-
Canceled					-		-
Balance, June 30, 2009 and 2010					16,650,000	$	0.133
Exercisable at June 30, 2010 and 2009					16,650,000	$	0.133
Summary information about the Company's options outstanding all of which are exercisable at June 30, 2010:

Stock Options Outstanding
		Weighted Average
Average Option		Remaining	Average
Exercise	Number	Contractual	Exercise
Price	Outstanding	Life	Price
$0.08	11,250,000	3.5	0.083
$0.25	5,400,000	6.2	0.25
	16,650,000	4.4	0.133

~~The~~NOTE ~~Company~~6 ~~issues shares of its common stock to non~~-~~employees~~ Deferred inIncome payment for services provided, and issued shares to employees in satisfaction of accrued compensation. If the fair value of goods or services received in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the equity instruments issued, the fair value of the goods or services received shall be used to measure the transaction. In contrast, if the fair value of the equity instruments issued in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the consideration received, the transaction shall be measured based on the fair value of the equity instruments issued. Taxes

~~The~~Significant ~~measurement~~components ~~date used to determine the fair value~~ of the ~~equity~~Company's ~~instrument~~deferred ~~issued~~income istax ~~the~~assets ~~earlier~~and ofliabilities ~~the~~at ~~date~~June ~~on which the performance is complete or the date on which it is probable that performance will occur in accordance with guidance of section 505-50-~~30, of2011 ~~the~~and ~~FASB~~2010 ~~Accounting~~are ~~Standards~~as ~~Codification.~~follows:

June S30,

June 30,

2011

2010

9. Loss Per Share


Deferred income tax assets:
Net operating loss carry forward		$	6,712,971	$	6,119,219
Allowance and reserves			--		-
Other			--		-
Total deferred income tax asset			,6,712,971		6,119,219
Valuation allowance			(6,712,971)		(6,119,219)
Net deferred income tax asset	$		-	$	-

~~Basic~~The Company, based upon its history of losses and ~~diluted~~management's ~~loss~~assessment ~~per~~of ~~common~~when ~~share~~operations are anticipated to generate taxable income, has ~~been~~concluded ~~computed~~that byit ~~dividing~~is ~~the~~more ~~loss~~likely ~~available~~than tonot ~~common~~that ~~shareholders~~none byof the ~~weighted-average~~net ~~number~~deferred ofincome ~~common~~tax ~~shares~~assets will be realized through future taxable earnings and has established a valuation allowance for them.

~~The~~Reconciliation ~~computations~~ of ~~basic~~the ~~and~~effective ~~diluted~~tax ~~loss~~rate ~~per~~to ~~common~~the ~~share~~U.S. ~~are~~statutory rate is as follows:

	For the Years Ended June 30,
	2010		2009
Loss per common share, basic and diluted:
Numerator:
Net loss available to common shareholders	$	(6,593,233)	$	(3,775,709)
Denominator:
Weighted average shares - basic and diluted		1,151,223,126		509,223,980
Loss per common share, basic and diluted	$	(0.01)	$	(0.01)


	June 30, 2011		June 30, 2010

The effect of the potentially dilutive securities listed below was not included in the computation of diluted loss per share, because to do so would have been antidilutive for the two years presented.


Tax benefit at U.S. statutory rate	(34.0)%	(34.0.)%
State tax provision	-	-
Other		-
Stock-based compensation	16.6	16.6
Change in valuation allowance	17.4	17.4
Effective income tax rate	0.0%	0.0%

~~Common~~The ~~shares~~Company ~~reserved~~also ~~for~~has ~~future~~federal ~~issuance~~and ~~are~~state asnet ~~follows:~~operating loss carry forwards of approximately $22,400,000. The federal net operating loss carry forwards will begin to expire in the years 2027.

	For the Years Ended June 30,
	2010	2009
Shares of common stock issuable under:
Employee stock options	15,150,000	15,150,000
Nonemployee stock options	1,500,000	1,500,000
Total shares of common stock issuable	16,650,000	16,650,000

NOTE 7 - Commitments

~~10. Stock~~The ~~Transactions~~Company rents its corporate office on a month to month basis.

~~During~~NOTE ~~the~~8 ~~year~~- ~~ended~~Going ~~June~~Concern 30, 2010 the Company issued 565,782,000 shares of its common stock to consultants for services valued at $3,213,248. In addition during the year ended June 30, 2009, the Company received cash proceeds totaling $1,322,274 for common stock subscriptions.

~~During~~The Company has incurred net losses for the year ended June 30, ~~2009~~2011 totaling $1,746,329, and has a retained deficit of $23,600,682, is in the ~~Company~~development ~~issued~~stage, ~~565~~and has minimal revenues. Our business plan calls for development,~~782~~ marketing and sale of cutting edge technology based products and services,~~000~~ ~~shares~~developed based on the technology of ~~its~~our ~~common~~strategic ~~stock~~partners. If towe ~~consultants~~are unable negotiate favorable contracts for such technology with our partners, or if the products and services ~~valued~~we choose to develop and market are not favorably received in the market place and do not generate significant sales and revenues at $1reasonable profit margins to us,~~317,250~~ we will not be able to generate enough revenue to achieve and ~~29,000,000~~maintain ~~shares~~profitability ~~for~~or ~~cash~~to ~~proceeds~~continue ofour ~~$531,172~~operations. InNo ~~addition~~assurances ~~during~~can be given that the ~~year~~Company ~~ended~~will ~~June~~be ~~30,~~able ~~2009,~~to raise the capital required to implement its business plan.. These factors raise substantial doubt about the Company’s ~~received~~ability ~~cash~~to ~~proceeds~~continue ~~totaling~~as ~~$2,957,500~~a ~~for~~going ~~common~~concern. ~~stock~~The ~~subscriptions~~financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.

~~During~~NOTE ~~the~~9 ~~year~~- ~~ended~~Share-Based June 30, 2008 the Company issued 67,605,000 shares of its common stock, 59,200,000 to consultants for services, and 8,405,000 for cash of $64,000 The shares were valued at their value at the date of issuance. The Company also issued 16,000,000 preferred shares to its President , a related party for accrued salary of $80,000.Compensation

12In prior years, the Company granted options to its officers and certain consultants. ~~Related~~ ~~Party~~No ~~Transactions~~options were granted during the years ended June 30, 2011 or 2010. The Company does not have a formal plan for granting options. All options granted were fully vested at June 30, 2010 and are exercisable, upon proper notice, in whole or in part at any time. The options granted have contractual lives ranging from ten to sixteen years.

~~Note~~Summary ~~payable~~information toabout ~~related party who is an officer, director and major shareholder;~~ the ~~note~~Company's isoptions ~~uncollateralized~~outstanding ~~with~~all ~~interest~~of atwhich ~~10%~~were ~~due~~exercisable ~~on demand, including interest. The note payable balance was $1,069,240 and $417,876~~ at June 30, ~~2010 and 2009 respectively.~~2011:

~~During~~Weighted ~~the~~Average ~~year~~Shares ~~ended~~Exercise ~~June 30, 2010 the Company issued 120,732,000 common shares to it’s board of directors as compensation for services rendered. The common shares were valued at $2,414,640.~~Price


Balance, June 30, 2009 and 2010	16,650,000	$	0.133
Granted	-		-
Exercised	-		-
Canceled	-		-
Exercisable at June 30, 2011	16,650,000	$	0.133

Summary information about the Company's options outstanding all of which are exercisable at June 30, 2011:

Stock Options Outstanding


		Weighted Average
Average Option		Remaining	Average
Exercise	Number	Contractual	Exercise
Price	Outstanding	Life	Price
$0.08	11,250,000	2.5	0.083
$0.25	5,400,000	5.2	0.25
	16,650,000

The Company issues shares of its common stock to non-employees in payment for services provided, and issued shares to employees in satisfaction of accrued compensation. If the fair value of goods or services received in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the equity instruments issued, the fair value of the goods or services received shall be used to measure the transaction. In contrast, if the fair value of the equity instruments issued in a share-based payment transaction with nonemployees is more reliably measurable than the fair value of the consideration received, the transaction shall be measured based on the fair value of the equity instruments issued.

NOTE 10 - Common Stock Transactions

During the year ended June 30, 2008 the Company issued 67,605,000 shares of its common stock, 59,200,000 to consultants for services, and 8,405,000 for cash of $64,000 The shares were valued at their value at the date of issuance. The Company also issued 16,000,000 preferred shares to its President, a related party for accrued salary of $80,000.

During the year ended June 30, 2009 the Company issued 565,782,000 shares of its common stock to consultants for services valued at $1,317,250 and 29,000,000 shares for cash proceeds of $531,172. In addition during the year ended June 30, 2009, the Company received cash proceeds totaling $2,957,500 for common stock subscriptions.

During the year ended June 30, 2010 the Company issued 565,782,000 shares of its common stock to consultants for services valued at $3,213,248. In addition during the year ended June 30, 2010, the Company received cash proceeds totaling $1,322,274 for common stock subscriptions.

During the year ended June 30, 2011 the company issued 3,739,768 shares of its common stock for legal services valued at $25,681, 83,384,669 shares of its common stock for consulting and other services valued at $396,595. The Company issued 293,328,903 shares of its common stock for common stock subscriptions received. The Company received $955,972 in stock subscriptions.

NOTE 11 - Related Party Transactions

There is a note payable to a related party who is an officer, director and major shareholder; the note is uncollateralized with interest at 10% due on demand, including interest. The note payable balance was $961,950 at June 30, 2011 and $1,022,904 at June 30, 2010.

During the year the Company’s CFO advanced $4,202 to pay for certain company expenses.

NOTE 12 - Subsequent Events

In accordance with Accounting Standards Codification Topic No. 855 “Subsequent Events” (ASC 855), the Company has evaluated subsequent events and has found none to report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.9

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of June 30, ~~2009~~2011 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of and Report on Internal Control over Financial Reporting

The Management of Newport Digital Technologies, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

−- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; −- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and −- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.26

~~Based~~Because onof its ~~assessment~~inherent limitations, ~~management~~internal ~~concluded~~control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, asor that the degree of ~~June~~compliance 30with the policies or procedures may deteriorate. All internal control systems, ~~2010~~no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management assessed the effectiveness of the Company’s internal control over financial reporting isas ~~effective~~of ~~based~~June on30, ~~those~~2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on its assessment, management concluded that, as of June 30, 2011, the Company’s internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None

33 27

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth the names, ages, and positions with NPDT for each of the directors and officers of NPDT.

Name	Age Position (1)
Richard Damion	67
Chairman, CEO, CFO, Secretary, Treasurer and Director since 1996
Robert George, Director since 2001	75
Michael Lutton, Vice Chairman , Director since 2009	53
Donald Danks, CEO since 2010	53
Weiling Tsao, President since 2010	53

(1) All executive officers are elected by the Board and hold office until the next Annual Meeting of shareholders and until their successors are elected and agree to serve.

Richard Damion has been chairman of NDT since it began operations in 1996. From 1992 through 1996 he was the president and CEO of Pacific Snax Corporation, a snack food company where he was in charge of general operations and product development.

Development.

Robert George has been a director of the Company since August 2001. He was owner and operator of RGA, Inc., at one time the largest Health Food Brokerage Company in America which he sold after 18 years. In 1999 he came out of retirement to become the Vice President of Sales and part owner of Dr Soy Nutrition, an Energy bar company that has Distribution in over 12,000 outlets in the U.S. including Wal-Mart, Sam’s Clubs and all U.S. Military Commissaries to name a few.

Michael T. Lutton, age 53, has a long and varied business career dealing with global banks and investors. Mr. Lutton served as President of both The Irvine Industrial Company and the Irvine Office Company, subsidiaries of the Irvine Company, Orange County, California, from 1984 to 1993. In this position, he was responsible for the development of commercial buildings, leasing and sales of commercial buildings, and asset management for the companies. These subsidiaries were responsible for all development and asset management of The Irvine Company's "on and off ranch" portfolios. Mr. Lutton served as Chairman and CEO of PM Realty Group, a large asset management company, holding that position from 1993 to 2000. PM Realty Group was engaged in leasing, selling and asset and property management of large commercial buildings and properties.. From 2001 to the present, Mr. Lutton has served as a Managing Member of Centurion Partners, a Company engaged in real estate development. In this position Mr. Lutton oversaw the acquisition and development of the 33 story Sapphire Tower Condominium Project in downtown San Diego. Mr. Lutton has a Bachelor of Science from the University of Southern California.

Donald Danks, age 53, is the CEO of the company. Previously, from January 2001 November 2008 Mr. Danks was the CEO for iMergent, Inc., an e-commerce software and services company listed on the American Stock Exchange. Prior to and after his position at iMergent, Mr. Danks was and has been involved in the creation, funding and business development of several early-stage companies. His activities included attracting early stage capital, assisting in the development of business plans, recruitment of senior management, building institutional ownership and overseeing ongoing corporate finance needs. Mr. Danks has a B.S. from U.C.L.A.

None of our four directors is considered an independent director. The definition the Company uses to determine whether a director is independent is NASDAQ Rule 4200(a)(15).

~~Section 16(A). Beneficial Ownership Reporting Compliance~~28

The following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during the most recent fiscal year:

Name and principal position	Number of late reports	Transactions not timely reported	Known failures to file a required form
Richard Damion CFO	0	0	0
Robert George, Director	0	0	0
Donald Danks CEO	0	0	0
Mike Lutton VCOB	0	0	0
Weiling Tsao PRES	0	0	0

Item 11. Executive Compensation

The following table sets forth certain information as to our officers and directors.

35Summary Compensation Table


Name and principal position	Year	Salary ($)	Stock Awards ($)	Total ($)
Richard Damion, COB, CFO	2009 2010 2011	0 6,000 0	0 600,000 0	0 666,000 0
Robert George, Director	2009 2010 2011	14,272 0 0	25,000 0 0	34,272 0 0
Gary DeMel	2010	81,000	0	81,000

Michael Lutton, Vice Chairman, Director	2009 2010 2011	150000 70,200 0	0 600,000 0	150000 672,000 0

Donald Danks, CEO	2010 2011	0 0	0 0	0 0

Weiling Tsao	2010	10,000	2,400,000	2,500,000

None of the stock awards to executives included unexercised options, stock that has not vested or equity incentive plan awards.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table provides the beneficial ownership of our common stock by each person known by us to beneficially own more than 5% of our common stock outstanding as of ~~October~~June 530, ~~2009~~2011 and by the officers and directors of NPDT as a group. Except as otherwise indicated, all shares are owned directly.


Name and Address	Common Shares	Percent of Class (1)	Preferred shares	Percent of Class

Richard Damon	189,643,457	10.67%	16,000,000	100.00%
620 Newport Center Drive Newport Beach, Ca 92660

Michael Lutton	120,000,000	6.75%
620 Newport Center Drive Newport Beach, Ca 92660

Robert George	16,384,998	0.92%
620 Newport Center Drive Newport Beach, Ca 92660

Donald Danks	48,000,000	2.70%
620 Newport Center Drive Newport Beach, Ca 92660

Weiling Tsao	120,000,000	6.75%
620 Newport Center Drive Newport Beach, Ca 92660

Ketan Mehta	80,000,000	4.50%

All executive officers, directors, and outside individuals as a group (five)	574,028,455	32.29%

(1) All percentages are calculated by giving effect to the potential exercise of options held by the applicable person, entity or group, but without giving effect to the potential exercise of options held by any other person, entity or group.

(2) Of the 319,643,000 common shares held by Mr. Damion, 319,637,000 shares are owned outright. The remaining 6,000,000 shares are shares which can be acquired by Mr. Damion through the exercise of options.

There have been no transactions by the company within last two years where either the company as an issuer, or a director, officer or shareholder of the company, had an indirect or direct interest except as follows:



·	Receipt of stock compensation by the officers and directors of NPDT for the dollar amount set forth in the executive compensation table;

PART IV

Item 14. Principal Accountant Fees and Services

Audit Fees. The aggregate fees billed by our auditors for professional services rendered in connection with the audit of our annual financial statements for the fiscal ~~year~~years ended June 30, ~~2010~~2011 and ~~2009~~2010 were approximately $5025,000 and $25,000, respectively.

Audit-Related Fees. Our auditors did not bill any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

Tax/Fees. The aggregate fees billed by our auditors for professional services for tax compliance, tax advice, and tax planning were $0 and $0 for the fiscal years ended June 30, ~~2010~~2011 and ~~2009~~2010

All Other Fees. The aggregate fees billed by our auditors for all other non-audit services, such as attending meetings and other miscellaneous financial consulting, for the fiscal years ended June 30, ~~2010~~2011 and ~~2009~~2010 were $0 and $0 respectively.

PART IV

Item 15. Exhibits

Exhibits required by Item 601 of Regulation S-K
			Statement
	2	Plan of acquisition, reorganization, arrangement, liquidation or succession	Not applicable
	3(i)	Articles of Incorporation	Incorporated by Reference
	3(ii)	Bylaws	Incorporated by Reference
	4	Instruments defining the righs of security holders, including indentures	Not applicable
	9	Voting Trust agreement	Not applicable
	12	Statements re computation of ratios	Not applicable
	13	Annual report to Security holders	Not applicable


Exhibits required by Item 601 of Regulation S-K


		Statement
2	Plan of acquisition, reorganization, arrangement, liquidation or succession	Not applicable

3(i)	Articles of Incorporation	Incorporated by Reference

3(ii)	Bylaws	Incorporated by Reference

4	Instruments defining the rights of security holders, including indentures	Not applicable

9	Voting Trust agreement	Not applicable

12	Statements re computation of ratios	Not applicable

14	Code of Ethics	Incorporated by Reference
15	letter re unaudited interim financial information	Not Applicable
16	Letter re change in certifying accountant	Not applicable
18	Letter re change in accounting principles	Not applicable
19	Report furnished to Security holders	Not applicable
21	subsidiaries of the registrant	None
22	Published report regarding matters submitted to vote of security holders	Not applicable
23	consents of experts and counsel	Not applicable
24	Power of attorney	Not applicable
31	31 (i) and (ii)	Included
32	32 Section 1350 Certs	Included
33	Report on assessment of compliance with servicing criteria for asset backed issuers	Not applicable
34	Attestation report on assessment of compliance with servicing criteria for asset backed securities	Not applicable
35	Service compliance statement	Not applicable
99	Additional Exhibits	None
100	XBRL related documents	Not applicable


	13	Annual report to Security holders	Not applicable



14	Code of Ethics	Incorporated by Reference

15	letter re unaudited interim financial information	Not Applicable

16	Letter re change in certifying accountant	Not applicable

18	Letter re change in accounting principles	Not applicable

19	Report furnished to Security holders	Not applicable

21	subsidiaries of the registrant	None
22	Published report regarding matters submitted to vote of security holders	Not applicable

23	consents of experts and counsel	Not applicable

24	Power of attorney	Not applicable

31	31 (i) and (ii)	Included

32	32 Section 1350 Certs	Included

33	Report on assessment of compliance with servicing criteria for asset backed issuers	Not applicable

34	Attestation report on assessment of compliance with servicing criteria for asset backed securities	Not applicable

35	Service compliance statement	Not applicable

99	Additional Exhibits	None

100	XBRL related documents

NEWPORT DIGITAL TECHNOLOGIES, INC.

(Formerly International Food Products Group, Inc.)

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.

Newport Digital Technologies, Inc.
By:		/s/ Donald Danks
Name:		Chief Executive officer
Title:		Principal Executive Officer
Date: October 12, 2010

Newport Digital Technologies, Inc.


By:		/s/ Donald Danks
Name:		Chief Executive officer
Title:		Principal Executive Officer

Date: October 28, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities stated and on the dates indicated.

/s/ Donald Danks	Director and Chief Executive Officer (principal executive officer)	~~Director~~October ~~and~~28, ~~Chief Executive Officer (principal executive officer)~~2011	~~October 12, 2010~~
Donald Danks
/s/ Weiling Tsao		Director and President	October 12, 2010
/s/ Richard Damion Richard Damion	Director, Chairman of the Board of Directors, and Chief Financial Officer (principal accounting officer)	October 28, , 201 1
Weiling Tsao
/s/ Mike Lutton	Director and Vice Chairman of the Board of Directors	October 28, , 201 1
/s/ Richard Damion		Director, Chairman of the Board of Directors, and Chief Financial officer (principal accounting officer)	October 12, 2010
Mike Lutton
Richard Damion
/s/ Robert George	Director, Executive Vice President and Chief Administrative Officer	October 28, , 201 1
/s/ Mike Lutton		Director and Vice Chairman of the Board of Directors	October 12, 2010
Robert George
Mike Lutton
/s/ Robert George		Director, Executive Vice President and Chief Administrative Officer	October 12, 2010
Robert George

3832

Filing Compare · NEWPORT DIGITAL TECHNOLOGIES, INC.