UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported): August 20, 2008~~REPORT

	NEWPORT GOLD, INC.
	(Exact name of Registrant as specified in charter)
Nevada	0001289223	000-00000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
220 - 1495 Ridgeview Drive, Reno, Nevada		89509
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code:		(905) 542-4990
Not Applicable
(Former name or former address if changes since last report)

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Check~~Date ~~the~~of ~~appropriate~~Report ~~box~~(Date ~~below if the Form 8-K is intended to simultaneously satisfy the filing obligation~~ of ~~the~~earliest ~~registrant~~event ~~under~~reported) ~~any~~December of28, ~~the following provisions:~~2012

~~___~~NEWPORT ~~Written~~GOLD, ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~INC.425) ___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1(Exact name of registrant as specified in its charter)

~~Item~~Commission ~~1.01~~file ~~Entry~~number ~~into a Material Definitive Agreement~~ 0-52214

On August 20, 2008, the Registrant entered into Shares for Debt Agreements with fifteen individuals. A brief description of the material terms of each of the Shares for Debt Agreements is set forth in Item 3.02 below, which description is incorporated by this reference. The Shares for Debt Agreements are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, and 10.15.

Nevada		98-0583391
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Item 3.02 Unregistered Sales of Equity Securities

1-336 Queen St. South Mississauga, Ontario, Canada		L5M1M2
(Address of principal executive offices)		(Zip Code)

~~Shares~~Registrant’s telephone ~~for~~number, ~~Debt~~including ~~Conversion~~area code: (905) 542-4990

OnNot August 20, 2008, the Board of Directors of the Registrant approved the issuance of 14,237,220 unregistered shares of common stock of the Registrant for a deemed purchase price of $711,861 ($0.05 per share). The purchase price was paid by the subscribers by the settlement of an aggregate total of $711,861 of indebtedness of the Registrant which had been assigned to these individual subscribers by various creditors of the Registrant. No underwriting discounts or commission were paid in connection with these transactions. applicable

~~The~~(Former debt owed by the Registrant to one of our directors and officers formed part of these transactions. Mr. Derek Bartlett, our President, CEO and a director, assigned $277,859 in debt owed to him by the Registrant to six individuals and they received 5,557,180 shares of our common stock. The estate of Mr. Tyler Bartlett, the son of Derek Bartlett, assigned $ 48,230 of the debt owed to him by the Registrant to one individual which was then converted into 964,600 shares of our common stock. Ann Pineau, a stockholder of the Registrant, assigned $252,000 of the $302,000, of the debt owed to her by the Registrant to six individuals which, together with the $50,000 of debt she retained in her own name, ~~was~~or ~~then~~former ~~converted into 6~~address,~~040,000~~ ~~shares~~if ofchanged ~~our~~since ~~common~~last ~~stock.~~report)

~~Each~~Check ~~subscriber~~the ~~also~~appropriate ~~provided~~box abelow ~~full~~if ~~release to~~ the ~~Registrant~~Form ~~from~~8-K ~~any~~filing ~~other claims~~is ~~for~~intended ~~compensation~~to ~~relating~~simultaneously tosatisfy the ~~debt~~filing ~~converted~~obligation asof ~~part~~the registrant under any of ~~these~~the ~~shares for~~following ~~debt~~provisions ~~transactions~~(see General Instruction A.2. below):

~~The~~o ~~issuance~~Written ofcommunications ~~shares in the offering was completed~~ pursuant to Rule ~~903~~425 of Regulation S of the Act to all fifteen (15) of the subscribers on the basis that the sale of the shares was completed in an offshore transaction, as defined in Rule 902(h) of Regulation S. The Registrant did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. The investors each individually represented to us that they were not a U.S. person, as defined in Regulation S, and were not acquiring the shares for the account or benefit of a U.S. person. The agreement executed between us and each investor included statements that the securities had not been registered pursuant to the Securities Act of 1933 and that the securities may not be offered or sold in the United States unless the securities are registered under the Securities Act ~~of 1933 or pursuant to an exemption from the Securities Act of 1933. The investors each agreed by execution of the subscription agreement for the shares:~~ (i)17 toCFR resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Securities Act of 1933230. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Securities Act of 1933 and could not be resold without registration under the Securities Act of 1933 or an applicable exemption from the registration requirements of the Securities Act of 1933.425)

~~The~~o ~~information~~Soliciting ~~above~~material ispursuant ~~qualified in its entirety by reference~~ to ~~the~~Rule ~~Shares for~~14a-12 ~~Debt~~under ~~Agreements, including all annexes, exhibits and schedules attached thereto, and any related documents that~~ the ~~Registrant~~Exchange ~~has~~Act ~~filed~~(17 asCFR ~~exhibits to this Report~~240.14a-12)

~~ITEM~~o ~~8.01~~Pre-commencement ~~OTHER~~communications ~~EVENTS~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Press~~o ~~Release~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 28, 2012, Derek Bartlett, President and Chief Executive Officer of Newport Gold, Inc. (the “Company”), assigned to Alex Johnston all of Mr. Bartlett’s right, title and interest in and to a debt owing from the Company to Mr. Bartlett of U.S. $370,927 for accrued officer salaries (the “Assigned Bartlett Debt”). At the time thereof, Mr. Johnston (a former director of the Company) was the Company’s largest stockholder and owned 7,025,000 shares of common stock or approximately 18.0% of the issued and outstanding shares of common stock of the Company.

Pursuant to a Conversion and Subscription Agreement dated December 28, 2012 between the Company and Mr. Johnston, Mr. Johnston agreed to convert the Assigned Bartlett Debt into 18,546,350 shares of common stock of the Company, and the Company agreed to issue such shares to Mr. Johnston, in full and complete settlement of the Assigned Bartlett Debt. As a result thereof, any and all amounts due or accrued to Mr. Johnston for the Assigned Bartlett Debt are forever cancelled and the obligations of the Company thereunder are considered satisfied in full.

There are now 57,310,070 shares of common stock issued and outstanding, of which 25,571,350 shares are owned by Alex Johnston representing approximately 44.6% of the issued and outstanding shares of common stock of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01 of this report for information on the Conversion and Subscription Agreement dated December 28, 2012 whereby Alex Johnston agreed to convert the Assigned Bartlett Debt into 18,546,350 shares of common stock of the Company.

The securities were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation S thereunder. Mr. Johnston represented and warranted that he was a non-U.S. person within the meaning of Regulation S.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective as of December 28, 2012, the Board of Directors of the Company appointed Anthony M. McCabe as a director of the Company. As a result, the Board of Directors consists of three members, Derek Bartlett, John Arnold and Anthony M. McCabe. The appointment of Mr. McCabe to the Board fills the vacancy created by the death of Donald W. Kohls who died on October 6, 2012.

Set forth below is a brief account of the business experience during the past five years of the new director of the Company:

ANTHONY M. McCABE, age 39, has been a Senior Financial Analyst at Nestle Purina Petcare, located in Mississauga, Ontario, since August 2010. Prior thereto, and from August 2007 to January 2010, he was a Senior Financial Analyst at Dunn & Bradstreet Canada located in Mississauga, Ontario. Mr. McCabe holds a Bachelor of Commerce degree from University of Toronto and is a Certified Management Accountant.

Mr. McCabe is the son-in-law of Derek Bartlett, the Company’s President, Chief Executive Officer and one of its directors.

Other than as disclosed in this Current Report on Form 8-K, there are no arrangements or understandings between the new director and any other person pursuant to which he was selected as a director, and there have not been any past transactions, nor are there any currently proposed transactions, between the Company or any of its subsidiaries, on the one hand, and the new director, on the other hand, that would require disclosure pursuant to Item 404(a) of Regulation S-K.

~~ITEM~~Item 9.01 Financial -Statements ~~FINANCIAL~~and ~~STATEMENTS AND EXHIBITS~~Exhibits.

~~Financial Statements of Business Acquired~~(d) Exhibits.

Pro forma financial information.

Exhibit No.		Description

10.1		Conversion and Subscription Agreement dated as of December 28, 2012 by and between Newport Gold, Inc. and Alex Johnston.

~~Exhibits.~~ 3

As described in Item 8.01 of this Report, the following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit No.		Description
10.1		Shares for Debt Agreement (L. Neeb)
10.2		Shares for Debt Agreement (P. Turner)
10.3		Shares for Debt Agreement (S. Dedovic)
10.4		Shares for Debt Agreement (C. Pelkey)
10.5		Shares for Debt Agreement (T. Evans)
10.6		Shares for Debt Agreement (R. Farrow)
10.7		Shares for Debt Agreement (S Craig Rayner)
10.8		Shares for Debt Agreement (S. Ditchburn)
10.9		Shares for Debt Agreement (R. Youssif)
10.10		Shares for Debt Agreement (P. Doran)
10.11		Shares for Debt Agreement (M. Khan)
10.12		Shares for Debt Agreement (S. Athtor)
10.13		Shares for Debt Agreement (M. Baerschmidt)
10.14		Shares for Debt Agreement (D. Warrington)
10.15		Shares for Debt Agreement (A. Pineau)
99.1		Press Release dated August 25, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE REGISTRANT

	NEWPORT GOLD, INC.
	(Registrant)

Dated: December 28, 2012	By:	/s/ Derek Bartlett
		Derek Bartlett,
		President and Chief Executive Officer

Newport Gold, Inc.

By: /s/ Derek Bartlett ___________________________________________ Derek Bartlett, President

Dated: August 20, 2008

Filing Compare · Newport Gold, Inc.