UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~January~~April 3130, 2022

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

For the transition period from __________ to __________

New World Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-56122

37-1913081

(State of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1393 Veterans Memorial Highway, Suite 100S, Hauppauge, New York, 11788

(Address of principal executive offices) (Zip code)

888-605-3510

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) 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 requirement for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

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. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No ☒

The number of shares of common stock, par value $0.0001 per share of New World Technologies, Inc. outstanding as of the close of business on ~~March~~June 3130, 2022 was 3,518,571.

NEW WORLD TECHNOLOGIES, INC.

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	1
Balance Sheets as of January 31, 2022 and October 31, 2021	1
Balance Sheets as of April 30, 2022 and October 31, 2021	1
Statements of Operations for the three months ended January 31, 2022 and January 31, 2021	2
Statements of Operations for the six months ended April 30, 2022 and April 30, 2021	2
Statements of Cash Flows for the three months ended January 31, 2022 and January 31, 2021	3
Statements of Cash Flows for the six months ended April 30, 2022 and April 30, 2021	3
Statements of Changes in Stockholders’ Equity for the three months ended January 31, 2022 and January 31, 2021	4
Statements of Changes in Stockholders’ Equity for the six months ended April 30, 2022 and April 30, 2021	4
Notes to Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	1718
Item 4. Controls and Procedures	1718
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	1819
Item 1A. Risk Factors	1819
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1819
Item 3. Defaults Upon Senior Securities	1819
Item 4. Mine Safety Disclosures	1819
Item 5. Other Information	1819
Item 6. Exhibits and Reports on Form 8-K	1920
SIGNATURES	2021

PART I FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

NEW WORLD TECHNOLOGIES, INC.

BALANCE SHEET

(UNAUDITED)

	JANUARY 31, 2022			OCTOBER 31, 2021
Cash	$	-		$	-
	APRIL 30, 2022			OCTOBER 31, 2021
ASSETS
CURRENT ASSETS
Cash	$	~~133~~317,~~182~~830		$	262,368
Accounts receivable		-			-
Prepaid expenses		-			-
Total Current Assets		~~133~~317,~~182~~830			262,368
Fixed assets, net		-			-
OTHER ASSETS
Security deposits		-			-
Total Other Assets		-			-
Long-term Assets - Operating Lease Right of Use Asset		~~506~~487,~~400~~699			525,101
TOTAL ASSETS	$	~~639~~805,~~582~~529		$	787,469
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	~~515~~577,~~585~~408		$	459,374
Current portion of notes payable		-			-
Liability for common stock to be issued		3,~~375~~725,000			3,375,000
Liability for preferred stock to be issued		-			-
Total Current Liabilities		34,~~890~~302,~~585~~408			3,834,374
Long-term Liabilities - Operating Lease		~~543~~525,~~297~~337			561,257
TOTAL LIABILITIES		4,~~433~~827,~~882~~745			4,395,631
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, -0- shares issued and outstanding, respectively		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized, 3,518,571 and 3,518,571 shares issued and outstanding, respectively		352			352
Additional paid in capital		212,698			212,698
Accumulated Deficit		(4,~~007~~235,~~350~~266	)		(3,821,212	)
Total Stockholders’ Equity		(34,~~794~~022,~~300~~216	)		(3,608,162	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~639~~805,~~582~~529		$	787,469

The accompanying notes are an integral part of these unaudited interim financial statements.

NEW WORLD TECHNOLOGIES, INC.

STATEMENT OF OPERATIONS

(UNAUDITED)

	THREE MONTHS			THREE MONTHS
REVENUE	$	-		$	-		$	-		$	-
	ENDED			ENDED
	SIX MONTHS			SIX MONTHS			THREE MONTHS			THREE MONTHS
	JANUARY 31, 2022			JANUARY 31, 2021
	ENDED			ENDED			ENDED			ENDED
REVENUE	$	-		$	-
	APRIL 30, 2022			APRIL 30, 2021			APRIL 30, 2022			APRIL 30, 2021
OPERATING EXPENSES
REVENUE	$	-		$	-		$	-		$	-
Payroll, consulting and professional fees		106,000			56,000
OPERATING EXPENSES
Rent		26,418			30,821
Payroll, consulting and professional fees		214,000			2,666,000			108,000			2,610,000
Selling, general and administrative		53,720			5,301
Rent		52,836			61,642			26,418			30,821
Depreciation and amortization		-			-
Selling, general and administrative		147,218			61,597			93,498			56,296
Cost of Device Units		-			-
Depreciation and amortization		-			-			-			-
Total		186,138			92,122
Cost of Device Units		-			-			-			-
NET LOSS BEFORE OTHER INCOME (EXPENSE)		(186,138	)		(92,122	)
Total		414,054			2,789,239			227,916			2,697,117
OTHER INCOME (EXPENSE)
NET LOSS BEFORE OTHER INCOME (EXPENSE)		(414,054	)		(2,789,239	)		(227,916	)		(2,697,117	)
Gain on Operating Lease Termination		-			14,412
OTHER INCOME (EXPENSE)
Total		-			14,412
Gain on Operating Lease Termination		-			14,412			-			-
LOSS BEFORE INCOME TAXES		(186,138	)		(77,710	)
Total		-			14,412			-			-
INCOME TAXES		-			-
LOSS BEFORE INCOME TAXES		(414,054	)		(2,774,827	)		(227,916	)		(2,697,117	)
NET LOSS	$	(186,138	)	$	(77,710	)
INCOME TAXES		-			-			-			-
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC & DILUTED		3,518,571			3,518,571
NET LOSS	$	(414,054	)	$	(2,774,827	)	$	(227,916	)	$	(2,697,117	)
NET INCOME (LOSS) PER SHARE - BASIC & DILUTED	$	(0.05	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC & DILUTED		3,518,571			3,518,571			3,518,571			3,518,571
NET INCOME (LOSS) PER SHARE - BASIC & DILUTED	$	(0.12	)	$	(0.79	)	$	(0.06	)	$	(0.77	)

The accompanying notes are an integral part of these unaudited interim financial statements.

NEW WORLD TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS

(UNAUDITED)

	THREE MONTHS			THREE MONTHS
Net loss	$	-	)	$	-	)
	SIX MONTHS			SIX MONTHS
	ENDED			ENDED
	JANUARY 31, 2022			JANUARY 31, 2021
	APRIL 30, 2022			APRIL 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~186~~414,~~138~~054	)	$	(772,~~710~~774,827	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		-			-
Share-based compensation		-			-2,500,000
Gain on Operating Lease Termination		-			(14,412	)
Reduction of right of use asset, net - Operaitng lease		741			9,039
Reduction of right of use asset, net - Operating lease		1,482			18,078
Change in operating assets and liabilities
Prepaid expenses		-			-
Accounts receivable		-			-
Accounts payable and accrued expenses		56118,~~211~~034			58114,~~509~~658
Total adjustments		56119,~~952~~516			532,~~136~~618,324
Net cash used in operating activities		(~~129~~294,~~186~~538	)		(24156,~~574~~503	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Security deposits		-			-
Acquisition of fixed assets		-			-
Disposition of fixed assets		-			-
Net cash used in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of preferred and common stock for cash (including liability for shares to be issued)		-			500,000
Issuance of preferred and common stock for cash (including
liability for shares to be issued)		350,000			750,000
Issuance of preferred and common stock for cash (including liability for shares to be issued)		350,000			750,000
Proceeds received from notes payable		-			-
Repayments of notes payable		-			-
Net cash provided by financing activities		-350,000			~~500~~750,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		~~(129~~55,~~186~~462	)		~~475~~593,~~426~~497
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		262,368			701
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	~~133~~317,~~182~~830		$	~~476~~594,~~127~~198
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-		$	-
Taxes	$	-3,989		$	-
NON-CASH SUPPLEMENTAL INFORMATION:
Issuance of common stock for liability of stock to be issued	$	-		$	-
Issuance of preferred stock for liability of stock to be issued	$	-		$	-

The accompanying notes are an integral part of these unaudited interim financial statements.

NEW WORLD TECHNOLOGIES, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Shares		Amount		Shares		Amount		Capital		Deficit			Total
B		-	$	-		-	$	-	$	-	$	-	)	$	-	)
									Additional
	Preferred Stock				Common Stock				Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance - October 31, 2021		-	$	-		3,518,571	$	352	$	212,698	$	(3,821,212	)	$	(3,608,162	)
Shares issued under agreements with consultants and employees		-		-		-		-		-		-			-
Shares issued for services rendered and liability for stock to be issued						-		-		-					-
Net loss for the three months ended January 31, 2022		-		-		-		-		-		(186,138	)		(186,138	)
Net loss for the six months ended April 30, 2022		-		-		-		-		-		(414,054	)		(414,054	)
Balance - January31, 2022		-	$	-		3,518,571	$	352	$	212,698	$	(4,007,350	)	$	(3,794,300	)
Balance - April 30, 2022		-	$	-		3,518,571	$	352	$	212,698	$	(4,235,266	)	$	(4,022,216	)
Balance - October 31, 2020		-	$	-		3,518,571	$	352	$	212,698	$	(466,700	)	$	(253,650	)
Beginning balance, value		-	$	-		3,518,571	$	352	$	212,698	$	(466,700	)	$	(253,650	)
Balance		-	$	-		3,518,571	$	352	$	212,698	$	(466,700	)	$	(253,650	)
Shares issued under agreements with consultants and employees		-		-		-		-				-			-
Shares issued for services rendered and liability for stock to be issued															-
Net loss for the three months ended January 31, 2021		-		-		-		-		-		(77,710	)		(77,710	)
Net loss for the six months ended April 30, 2021		-		-		-		-		-		(2,774,827	)		(2,774,827	)
Balance - January 31, 2021		-	$	-		3,518,571	$	352	$	212,698	$	(544,410	)	$	(331,360	)
Balance - April 30, 2021		-	$	-		3,518,571	$	352	$	212,698	$	(3,241,527	)	$	(3,028,477	)
Ending balance, value		-		-		3,518,571		352		212,698		(544,410)			(331,360)
Balance		-	$	-		3,518,571	$	352	$	212,698	$	(3,241,527	)	$	(3,028,477	)

The accompanying notes are an integral part of these unaudited interim financial statements.

NEW WORLD TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS ~~JANUARY~~APRIL 3130, 2022 and 2021

(UNAUDITED)

1.	NOTE 1 – BASIS OF PRESENTATION AND BUSINESS DESCRIPTION

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of ~~January~~April 3130, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the ~~three~~six months ended ~~January~~April 3130, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2021 filed with the SEC on March 3, 2022.

New World Technologies, Inc. (the “Company”), was formed in the State of Delaware on October 16, 2018.

New World Technologies, Inc. is a healthcare and medical technology and device research, development and distribution company with a focus on developing and further providing innovative, cutting edge, technologically advanced products. Such technologies will be developed with an emphasis on diagnostics and screening technology, which potentially allows for the prevention or early detection and mitigation of potentially life-threatening illnesses.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.

The Company maintains cash and cash equivalent balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”).

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the provisions of ASC 718-10 “Share Based Payments”.

The Company recognizes these compensation costs, net of an estimated forfeiture rate, on a pro rata basis over the requisite service period of each vesting tranche of each award. The Company considers voluntary termination behavior as well as trends of actual option forfeitures when estimating the forfeiture rate.

Liability For Stock To Be Issued

The Company from time to time enters into agreements for the issuance of common and preferred stock for cash and services. When the shares have not been issued, the Company records the amounts as liability for stock to be issued. For cash transactions the Company records the liability for the amount of cash received and for services the Company records the transaction in accordance with ASC 845 Nonmonetary transactions whereby the services are valued based on the fair value of the services or the equity instruments to be issued, whichever is more clearly evident, as of the measurement date.

NEW WORLD TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS ~~JANUARY~~APRIL 3130, 2022 and 2021

(UNAUDITED)

Recently Issued Accounting Standards

The Financial Accounting Standards Board and the Securities Exchange commission have issued certain accounting standards updates and regulations that will become effective in subsequent periods. Except for the changes discussed below, management does not believe that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect in 2022 and 2021, and it does not believe that any of those pronouncements will have a significant impact on the Company’s financial statements at the time they become effective.

Adoption of ASC 842

We lease all our office space in conducting our business. Effective on November 1, 2018 (fiscal 2019) we adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases, or ASC 842,which requires the recognition of the right-of-use assets and related operating and finance lease liabilities on the balance sheet. For contracts entered into on or after the effective date, at the inception of a contract we assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. There were no lease obligations prior to November 1, 2018.

Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. Our current operating lease is an office space lease, and the Company is currently not party to any finance leases.

For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease.

The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, an incremental borrowing rate for the same term as the underlying lease. During January 2021, we terminated our lease for office space which was then in effect and as a result, relinquished the space and derecognized a right of use asset of $126,249, a lease liability of $133,477 and deferred rent of $7,184, resulting in a $14,412 operating lease termination gain under that lease, and we recorded $614,581 as operating lease right-of-use assets and the related lease liability under a new operating lease for new office space. The lease liability is based on the present value of the remaining minimum lease payments, discounted using the Small Business Administration (“SBA”) 7(a) loan incremental borrowing rate of 2.25% + Prime (3.25%) = 5.5% at May 2020, using the original lease term as the tenor. For any future finance leases, we would use the rate implicit in the lease or an incremental borrowing rate if the implicit lease rate cannot be determined.

Lease payments included in the measurement of the lease liability comprise the following: the fixed non-cancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.

NEW WORLD TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS ~~JANUARY~~APRIL 3130, 2022 and 2021

(UNAUDITED)

Lease expense for our operating lease consists of the lease payments plus any initial direct costs, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases would consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. The Company is currently not party to any finance leases.

We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The Company is currently not party to any short-term leases.

2.	NOTE 2 – COMMON STOCK and PREFERRED STOCK

In October 2018, the Company filed a Certificate of Incorporation and organized under the Delaware General Corporation Law. Under this certificate, the Company has 100,000,000 common shares, par value $.0001 per share authorized and 20,000,000 preferred shares, par value $.0001 per share authorized.

Common Stock

During October 2018, the Company issued 2,000,000 shares of common stock to an executive officer as a result of an employment agreement.

During October 2018, the Company raised $200,000 and issued 1,428,571 shares of common stock to a related party as a result of a stock purchase agreement. (See Note 6).

During October 2018, the Company entered into various agreements with key executives of the Company, and as a result, 90,000 common shares in the aggregate are to be issued and were valued in the aggregate at $12,600 and recorded as a liability for stock to be issued. During December 2018 these common shares were issued in accordance with their respective agreements.

During January 2021, the Company raised $500,000 under a stock purchase agreement with a related party. As a result, 100,000 shares of common stock are to be issued, valued at $500,000 and recorded as a liability for common stock to be issued. (See Note 6).

During March 2021, the Company raised $250,000 under a stock purchase agreement with a related party. As a result, 50,000 shares of common stock are to be issued, valued at $250,000 and recorded as a liability for common stock to be issued. (See Note 6).

During April 2021, the Company entered into a marketing services agreement. As a result, 500,000 shares of common stock are to be issued, valued at $2,500,000 and recorded as a liability for common stock to be issued. (See Note 4).

During May 2021, the Company entered into a business advisory services agreement. As a result, 25,000 shares of common stock are to be issued, valued at $125,000 and recorded as a liability for common stock to be issued. (See Note 4).

During April 2022, the Company raised $350,000 under a stock purchase agreement with a related party. As a result, 70,000 shares of common stock are to be issued, valued at $350,000 and recorded as a liability for common stock to be issued. (See Note 7).

NEW WORLD TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS ~~JANUARY~~APRIL 3130, 2022 and 2021

(UNAUDITED)

Preferred Stock

The Company does not have any classes or series of preferred stock designated.

3.	NOTE 3 – INCOME TAXES

The Company files U.S. federal and state of New York tax returns that are subject to audit by tax authorities beginning with the calendar year ended December 31, 2018. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense.

4.	NOTE 4 – COMMITMENTS

Lease Agreement

Our current operating lease right-of-use asset and operating lease liability represent our lease for office space used to conduct our business. As of ~~January~~April 3130, ~~2021~~2022, the Company is not party to any finance leases. The lease has a remaining lease term of 7 years. The components of lease expense for the ~~three~~six months ended ~~January~~April 3130, 2022 and 2021 were as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

	January 31,		January 31,
Operating lease cost (cost resulting from lease payments)	$	59,318	$	45,334
	2022		2021
	April 30, 2022		April 30, 2021
Operating lease cost (cost resulting from lease payments)	$	2959,~~465~~318	$	1845,~~133~~334
Operating lease expense		2652,~~418~~836		3061,~~821~~642

The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the Small Business Administration (“SBA”) 7(a) loan incremental borrowing rates. The Company’s discount rate and lease term remaining on its lease liability is approximately 5.50% and 7 years, respectively. The Company had net operating cash flows from the operating lease of $~~741~~1,482 and $918,~~039~~078 related to the lease for the ~~three~~six months ended ~~January~~April 3130, 2022 and 2021, respectively.

As of ~~January~~April 3130, 2022 and 2021, the Company’s right-of-use assets are $~~506~~487,~~400~~699 and $~~592~~569,~~211~~841, respectively, which are reported in ~~other~~ other long-term assets in the Company’s balance sheets. As of ~~January~~April 3130, 2022 and 2021, the Company has outstanding lease obligations of $~~543~~525,~~297~~337 and $~~601~~587,~~250~~919 respectively, which are reported in long-term obligations in the Company’s balance sheets.

The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases and sub leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract.

Maturities of aggregate operating lease liabilities as of ~~January~~April 3130, 2022 were as follows:

2022	$	-
2022	$	106,000
2023		106,000
2024		106,000
2025		106,000
2026		106,000
Thereafter	$	115,000
Total minimum lease payments	$	645,000
Imputed interest	$	(118,000	)
Total	$	527,000

NEW WORLD TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS ~~JANUARY~~APRIL 3130, 2022 and 2021

(UNAUDITED)

During January 2021, the Company terminated its ~~current~~then existing lease for office space and as a result, relinquished the space and derecognized a right of use asset of $126,249, a lease liability of $133,477 and deferred rent of $7,184, resulting in a $14,412 operating lease termination gain.

The Company entered into a 7-year lease agreement with its current landlord ~~for~~in ~~new,~~January 2021 for larger office space within the same business ~~complex~~ ~~the~~complex ~~Company~~as isits ~~currently~~former ~~located~~space at in Hauppauge, NY. The ~~new~~current space ~~will~~is be approximately 4,250 square feet and ~~will~~serves ~~now serve~~ as the location for the Company’s ~~new~~ Corporate Headquarters, including office space, product demonstration space and meeting rooms used to conduct business and help advance operations. The Company ~~will~~subsequently account for this lease as an operating lease under ASC 842. The original lease commenced June 2020 (subject to adjustment) and expired August 2027 (subject to adjustment). The lease requires an annual payment of approximately $93,500 for the first year, with rent payments originally commencing September 2020 (subject to adjustment) with stated rent increases per year subsequent thereto plus any increases in real estate taxes over the base year, as defined. Subsequently the Company further entered into a Commencement Date Agreement with the landlord during January 2021, amending the actual lease commencement date to September 2020 with rent payments commencing December 2020. The Company isaccounts ~~not~~for ~~required~~this lease toas ~~pay~~an aoperating ~~security~~lease ~~deposit~~under ASC 842.

$2652,~~418~~836 and $3061,~~821~~642 in rental expense has been charged to operations for the ~~three~~six months ended ~~January~~April 3130, 2022 and 2021, respectively. Rental ~~expense~~ expense is accounted for on the straight-line method.

Any excess of recognized rent expense over scheduled lease payments is included in accounts payable and accrued expenses.

Employment Agreements

In October 2018 the Company entered into an employment agreement with a key management individual. In accordance with the terms of the agreement, the Company issued equity compensation of 2,000,000 shares of common stock to this individual.

In October 2018 the Company entered into various employment agreements with key management individuals. In accordance with the respective terms of these agreements, the Company issued equity compensation 60,000 shares of common stock in the aggregate to those individuals valued at $8,400 and recorded as a liability for stock to be issued.

In October 2018 the Company entered into a Board of Director membership agreement with a key management individual. In accordance with the terms of this agreement, the Company issue equity compensation to this individual. As a result, 30,000 shares of common stock are to be issued, were valued at $4,200 and recorded as a liability for stock to be issued. During December 2018 these common shares were issued in accordance with the agreement.

Stock Purchase Agreements

During October 2018, the Company entered into a stock purchase agreement with a related party for the sale of shares of the Company’s common stock. As a result, 1,428,571 shares of common stock were issued. (See Note 7).

During January 2021, the Company entered into a stock purchase agreement with a related party for the sale of shares of the Company’s common stock. As a result, 100,000 shares of common stock are to be issued and recorded as a liability for common stock to be issued. (See Note 7).

During March 2021, the Company entered into a stock purchase agreement with a related party for the sale of shares of the Company’s common stock. As a result, 50,000 shares of common stock are to be issued and recorded as a liability for common stock to be issued. (See Note 7).

During April 2022, the Company entered into a stock purchase agreement with a related party for the sale of shares of the Company’s common stock. As a result, 70,000 shares of common stock are to be issued and recorded as a liability for common stock to be issued. (See Note 7).

NEW WORLD TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS ~~JANUARY~~APRIL 3130, 2022 and 2021

(UNAUDITED)

Marketing Services Agreement

In April 2021, the Company entered into a marketing services agreement with a professional marketing firm to establish a global marketing strategy that includes e-marketing, awareness, branding and digital media. The Company anticipates a global exposure initiative led by this firm to be launched by the end of fiscal 2021 and will help advance the business significantly. According to the terms of the agreement, the Company will compensate the consultant with a first payment period being May 15, 2021 to May 15, 2024 at $50,000 per month with 500,000 restricted common shares. These restricted common shares to be issued were valued at $2,500,000 and recorded as a liability for common stock to be issued. A second payment period shall commence when the Company becomes publicly trading and completes an IPO capital raise, as defined, in which the Company will then compensate the consultant at $100,000 per month for the remainder of the term. The term of the agreement has an initial term of 36 months and shall automatically renew for an additional 12 months unless either party provides thirty days written notice to the other of intent to cancel or non-renew.

In November 2021, the Company entered into an addendum to this marketing services agreement. The Company anticipates a global exposure initiative led by this firm to now be launched by the end of calendar 2022. According to the terms of the addendum, the Company will compensate the consultant with a first payment period estimated to be during the first calendar quarter 2022 at $50,000 per month with 500,000 restricted common shares, which have already been recorded as a liability for common stock to be issued in conjunction with the original agreement. These restricted common shares to be issued were valued at $2,500,000 and shall now be issued on the Company’s first day of trading as a registered public company. Additionally, according to the terms of the Addendum, no fees are due or owing under the original agreement. A second payment period shall commence when the Company becomes publicly trading for three (3) consecutive months and the Company completes an IPO capital raise, as defined, in which the Company will then compensate the consultant at $100,000 per month for the remainder of the term. The term of the agreement has an initial term of 36 months which shall commence following the Company completing an IPO capital raise, as defined, and the Company becoming a registered publicly trading company and shall automatically renew for an additional 12 months unless either party provides thirty days written notice to the other of intent to cancel or non-renew.

Business Advisory Agreement

In May 2021, the Company entered into a business advisory services agreement to assist the Company with establishing a global strategy within current international business, healthcare and finance standards of industry and practice. According to the terms of the agreement, the Company will compensate the consultant $5,000 per month for the first 12 months and 25,000 restricted common shares. These restricted common shares to be issued were valued at $125,000 and recorded as a liability for common stock to be issued. Additionally, the Company can invite the consultant to manage and further participate in additional projects at the following compensation structure; a 2% cash management fee on any financial projects consultant participates in and a 1% common stock management fee on any healthcare projects the consultant participates in. Such projects shall be by invitation only from the Company to the consultant with acceptance by the consultant at its own sole discretion. The term of the agreement is 12 months with termination by either party with 30 days written notice to the other of intent to cancel.

Marketing Services Agreement

In November 2021, the Company entered into a marketing services agreement with a professional marketing firm to establish a marketing strategy for e-marketing, awareness, social media platforms, branding, digital media and on-line presence. The Company anticipates these services to be an integral part of its global exposure initiative expected to be launched by the end of calendar 2022. According to the terms of the agreement, the Company will compensate the consultant $5,000 per month for the first 12 months. Additionally, the Company can invite the consultant to manage and further participate in additional projects. Such projects shall be by invitation only from the Company to the consultant with acceptance by the consultant at its own sole discretion. The term of the agreement is 12 months with termination by either party with 30 days written notice to the other of intent to cancel.

NEW WORLD TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS ~~JANUARY~~APRIL 3130, 2022 and 2021

(UNAUDITED)

5.	NOTE 5 – CREDIT RISK AND OTHER CONCENTRATIONS

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and trade receivables. The Company places its cash with high credit quality financial institutions. At times, such cash and cash equivalents may exceed the FDIC insured limit of $250,000.

There are no accounts receivable concentrations and no revenue concentrations at ~~January~~April 3130, 2022 and 2021.

6.	NOTE 6 – LIQUIDITY AND CAPITAL RESOURCES

The Company has not yet commenced operations. As the Company is currently jumpstarting its medical technology and device research, development and distribution business, there will be concerted, focused efforts on raising capital. During October 2018, we were successful in raising net proceeds of $200,000 through a private placement in order to fund the development and growth of our operations. (See Note 7). During January and March 2021, we were successful in raising proceeds of $750,000 in the aggregate through private placements to fund operations (See Note 7). During April 2022, we were successful in raising proceeds of $350,000 through a private placement to fund the continuing development and growth of our operations. (See Note 7). Our ability to continue as a going concern is dependent on our obtaining additional adequate capital to fund additional operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.

7.	NOTE 7 – RELATED PARTY TRANSACTIONS

During October 2018, the Company entered into a stock purchase agreement and sold 1,428,571 shares of common stock valued at $200,000 to a company in which the Chief Executive Officer participates in. (See Notes 2 and 4).

During January 2021, the Company entered into a stock purchase agreement and sold 100,000 shares of common stock valued at $500,000 to a company in which the Chief Executive Officer participates in. (See Notes 2 and 4).

During March 2021, the Company entered into a stock purchase agreement and sold 50,000 shares of common stock valued at $250,000 to a company in which the Chief Executive Officer participates in. (See Notes 2 and 4).

During April 2022, the Company entered into a stock purchase agreement and sold 70,000 shares of common stock valued at $350,000 to a company in which the Chief Executive Officer participates in. (See Notes 2 and 4).

8.	NOTE 8 – SUBSEQUENT EVENTS

RELATED PARTY TRANSACTION

Related Party Transaction / Acquisition

The Company’s management continues to negotiate an asset purchase and sale transaction to acquire right, title and interest in certain business assets from a company that owns common shares in the Company and in which the Chief Executive Officer participates in. The Company is anticipating acquiring a medical technology, which also includes the assignment of any related FDA submittals, licenses, blueprints, test machines, schematics, or permits, as the case may be, and a predetermined amount of cash. The Company also anticipates the assignment and assumption of certain obligations and liabilities from that company as a result of the contemplated transaction.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The discussion contained in this Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases like “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,” “we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we plan,” the negative of those terms, and similar words or phrases. We base these forward-looking statements on our expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of this Form 10-Q. These forward-looking statements are subject to a number of risks and uncertainties that cannot be predicted, quantified or controlled and that could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Statements in this Form 10-Q describe factors, among others, that could contribute to or cause these differences, including the following, among others:

	●	The development-stage nature of our technology and business operations.

	●	Reliance of additional funding to advance our business plan.

	●	Market acceptance of our products.

	●	FDA approval of our products.

	●	The effect of governmental regulation on our business.

	●	Protection of our intellectual property.

	●	Reliance on third-party contractors for certain material aspects of our business operations.

Actual results may vary materially from those anticipated, estimated, projected or expected should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect. Because the factors discussed in this Form 10-Q could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or on our behalf, you should not place undue reliance on any such forward-looking statement. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Form 10-Q or the date of documents incorporated by reference herein that include forward-looking statements.

All written and oral forward-looking statements made in connection with this Form 10-Q are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. Except as may be required under applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of more information, future events or occurrences.

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this report.

Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this report. This discussion and analysis and other parts of this report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including, but not limited to, those set forth under RISK FACTORS and elsewhere in this report.

Forward Looking Statements

	●	The development-stage nature of our technology and business operations.

	●	Reliance of additional funding to advance our business plan.

	●	Market acceptance of our products.

	●	FDA approval of our products.

	●	The effect of governmental regulation on our business.

	●	Protection of our intellectual property.

	●	Reliance on third-party contractors for certain material aspects of our business operations.

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this report.

Company Overview

New World Technologies, Inc. is a healthcare and medical technology and device research, development and distribution development stage company with a focus on developing and providing innovative and technologically advanced medical products. The Company intends that its technologies will be developed with an emphasis on diagnostics and screening technology, which potentially allow for the prevention or early detection and mitigation of potentially life-threatening illnesses. The Company was incorporated in October 2018. The Company is a development stage company and has no revenues to date.

Current Operations and Recent Developments

The Company is developing its first product, a Cardiovascular Spectrum Diagnostic System (“CSDS”). CSDS is designed to incorporate technology and function of current equipment while providing the healthcare professional with a portable, all-in-one instrument that is easy and intuitive to use. Readings are immediately available on the tablet and provide a robust and comprehensive assessment of overall coronary and cardiovascular function and even, possibly, denote the potential presence, size and location of any possible myocardial ischemic.

The Company intends to develop as a medical device and products company through its own research and by entering into partnerships or other business arrangements with other medical device and research companies. The Company intends to focus on developing and providing technologically advanced products.

Technology and devices the Company elects to distribute are expected to focus on preventative and diagnostic testing and care with the anticipation of detecting potential medical issues in their early stages yielding positive medical outcomes for patients. We intend to conduct our own research and to develop medical technologies, further developing products that the Company can distribute, obtaining necessary approvals and certifications, as well as being reimbursable under current medical procedure billing codes.

The Company is at the very beginning of its growth cycle and like many emerging growth companies, it faces challenges. These challenges range from the need for additional working and growth capital, securing qualified key personnel, managing market expectations, and supporting product procurement as anticipated demand increases. The Company believes that it is positioning itself to meet and overcome these various challenges, allowing for increased opportunities where market penetration and growth can be realized.

The Company believes that the medical device sector is a very fast growing industry representing a tremendous opportunity to participate in the growing demands of the bio life sciences and health care technology industries. An aging global population and chronic diseases are fueling the rising demand and associated spending of care, along with increasing patient awareness, knowledge, and expectations putting focus and pressure on the research and development of early detection, diagnostic and clinical innovations. The Company believes that such focus and demand will be fueled by an aging population and the burgeoning prevalence of chronic diseases. This represents an opportunity for medical technology research and development companies such as New World Technologies, Inc. in helping physicians deliver innovative, cost-effective high-value health care with positive outcomes for both patient and physician.

The Company intends to develop a core foundation of technologies and products to bring to market with the anticipation of building upon that foundation and further enhancing and expanding upon products offered and networks serviced, focusing on the evaluation, implementation and placement of new technology and products through new distribution channels, partners and strategic alliances.

The Company is in negotiations with a related party to acquire and obtain certain technology and related assets along with cash and the assumption of certain obligations and liabilities. The Company believes this technology is ground breaking and anticipates it will serve as the foundation of the Company’s owned technologies for further development, distribution and revenue realization. The Company is working ~~working~~ with the related party to reach mutually agreeable terms and to close the transaction.

During January 2021, the Company ~~has~~ terminated its then existing lease for office space and ~~has~~ relinquished and vacated that space and ~~has~~ entered ~~into~~ into a ~~new~~ lease agreement for ~~new,~~ larger office space within the same business complex ~~the Company was located at~~ in Hauppauge, NY. The new space ~~will~~is be approximately 4,250 square feet and ~~will~~serves ~~now serve~~ as the location for the Company’s ~~new~~ Corporate Headquarters, including office space, product demonstration space and meeting rooms used to conduct business and help advance operations.

The Company entered into a marketing services agreement with a professional marketing firm to establish a global marketing strategy that includes e-marketing, awareness, branding and digital media during April 2021 which was amended in November 2021. The Company anticipates a global exposure initiative led by this firm will help advance the business significantly. The Company anticipates this initiative will be launched by the end of fiscal 2022.

During May 2021, the Company entered into a business advisory services agreement to assist the Company with establishing a global strategy within current international business, healthcare and finance standards of industry and practice. The Company anticipates a global exposure initiative to be launched by the end of calendar year 2022, and in conjunction with its engaged marketing professionals, will help advance the business significantly.

During November 2021, the Company entered into a marketing services agreement with a professional marketing firm to establish a marketing strategy for e-marketing, awareness, social media platforms, branding, digital media and on-line presence. The Company anticipates these services to be an integral part of its global exposure initiative expected to be launched by the end of calendar year 2022.

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operations is based on financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. On an ongoing basis, the Company evaluates these estimates and judgments and bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and experiences may differ materially from these estimates.

While our significant accounting policies are more fully described in our financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the preparation of our financial statements.

In February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02, leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01, (collectively “Update 2016-02”). Update 2016-02 requires recognition of right-of-use assets and lease liabilities on the balance sheet, including those leases classified as operating leases under previous GAAP. We adopted Update 2016-02 on November 1, 2018 (fiscal 2019). The Company has since terminated that lease and relinquished that space and has entered into a new lease for new office space during January 2021. As such, the Company has adopted Update 2016-02 at commencement of the new lease, and as a result, has recorded and derecognized a right of use asset of $126,249, a lease liability of $133,477 and deferred rent of $7,184, resulting in a $14,412 operating lease termination gain under the former lease, and further recorded $614,581 as an opening operating lease right-of-use asset and the related lease liability under the new operating lease for the new office space.

Results of Operations

Results for the ~~three~~six months ended ~~January~~April 3130, 2022 compared to the ~~three~~six months ended ~~January~~April 3130, 2021.

Revenue. As As the Company is in its early development stage, the Company had no revenue for the ~~three~~six months ended ~~January~~April 3130, 2022, and no revenue for the ~~three~~six month period ended ~~January~~April 3130, 2021. The Company met with start-up challenges during 2022 and 2021 as it continues to work towards establishing a fundamental core of technology, products and distribution channels as well as continually researching new products, technologies and services. In connection with the launch, the Company continues to look to obtain and secure new executive management team members, Board members and strategic alliances to bring additional industry experience and expertise in accomplishing the Company’s current goals. The Company also continues its capital raising efforts.

Operating expenses: Payroll, consulting, and professional fees aggregated $~~106~~214,000 for the ~~three~~six months ended ~~January~~April 3130, 2022 compared to $562,666,000 for the ~~three~~six months ended ~~January~~April 3130, 2021, ana ~~increase~~decrease of $502,452,000 or 8991.2997%. The ~~increase~~decrease was primarily due to ~~certain executive officer compensation beginning in fiscal 2019 and related contractual rate increases each subsequent year along with~~ the engaging of a professional marketing and advertising firm and the engaging of an international advisory consultant in fiscal 2021 ~~and additional professionals and consultants in fiscal 2022~~. The Company also entered into services agreements with consultants and payments are made according to the terms of those agreements. The Company entered an employment agreement, as amended with a certain key officer and payments are made according to the terms of the agreement. The Company anticipates it will retain key management team members and board members as well as various individuals and companies for various consults and services. The Company also continues seeking and engaging new key management team members, board members and staff as well as consultants and advisors during fiscal 2022.

Rent: ~~Rent~~ Rent expenses for the ~~three~~six months ended ~~January~~April 3130, 2022 was $2652,~~418~~836 compared to $3061,~~821~~642 for the ~~three~~six months ended ~~January~~April 3130, 2021, a ~~decrease~~ decrease of $48,~~403~~806 or 14.29%. The decrease is primarily due to the Company exiting its then existing lease in January 2021 and entering into a ~~new~~ lease for new, larger office space within the same business complex ~~the Company is currently located at~~ in Hauppauge, NY. The new space will be approximately 4,250 square feet and will now serve as the location for the Company’s new Corporate Headquarters, including office space, product demonstration space and meeting rooms used to conduct business and help advance operations.

General and Administrative. General and administrative expenses for the ~~three~~six months ended ~~January~~April 3130, 2022 aggregated $53147,~~720~~218 compared to $561,~~301~~ 597 for the ~~three~~six months ended ~~January~~April 3130, 2021, an increase of $4885,~~419~~621 or ~~913~~139.3900%. The increase was primarily related to the Company ~~incurring~~ incurring certain additional insurance expense and certain legal fees related to the retaining of SEC counsel during the three months ending January 31, 2022 and certain travel and related expenses as a result of continuing efforts to support and advance the Company’s business during the three months ending April 30, 2022. The Company continues to ramp up operations, and expenses include banking fees of $~~270~~660, utilities of $12,~~279~~553, accounting fees of $411,~~000~~480, insurance expense of $4,291, legal expense of $2653,~~500~~000 and stock transfer fees of $14,~~812~~ 212 during the ~~three~~six months ~~ending~~ ~~fiscal~~ended ~~first~~April ~~quarter~~30, ~~2021~~2022. The Company anticipates continuing to incur certain operational expenses including insurance ~~policies~~ policies and coverages, telephone and telecommunications services, regulatory fees and other administrative expenses as well. We also ~~anticipate~~ anticipate to begin incurring travel, entertainment, meals, marketing and related expenses to support and advance the business, raise ~~additional~~ additional capital and secure management and staff members through fiscal 2022 as the Company continues to establish its medical technology ~~and~~ and device research, development and distribution business.

Depreciation and Amortization. There is no depreciation or amortization expenses for the ~~three~~six months ended ~~January~~April 3130, 2022 and the ~~three~~ six months ended April ~~January 31~~30, 2021. The Company anticipates it will procure certain fixed assets and related capital expenditures over approximately ~~the~~ the next year as the Company continues to establish its medical technology and device research, development and distribution business.

Income Taxes. No provision for income taxes has been recorded for the ~~three~~six months ended ~~January~~April 3130, 2022 and the ~~three~~six months ended ~~January 31,~~April 30, 2021.

Net Loss. The net loss for the ~~three~~six months ended ~~January~~April 3130, 2022 was ($~~186~~414,~~138~~054) compared to the net loss of ($772,~~710~~774,827) for the ~~three~~ ~~months~~six months ended ~~January~~April 3130, 2021. The Company had a loss per weighted average common share outstanding of ($0.0512) for the ~~three~~six months ended ~~January 31~~April 30, 2022 compared to ($0.0279) for the ~~three~~six months ended ~~January~~April 3130, 2021.

Results for the three months ended April 30, 2022 compared to the three months ended April 30, 2021.

Revenue. As the Company is in its early development stage, the Company had no revenue for the three months ended April 30, 2022, and no revenue for the three month period ended April 30, 2021. The Company met with start-up challenges during 2022 and 2021 as it continues to work towards establishing a fundamental core of technology, products and distribution channels as well as continually researching new products, technologies and services. In connection with the launch, the Company continues to look to obtain and secure new executive management team members, Board members and strategic alliances to bring additional industry experience and expertise in accomplishing the Company’s current goals. The Company also continues its capital raising efforts.

Operating expenses: Payroll, consulting, and professional fees aggregated $108,000 for the three months ended April 30, 2022 compared to $2,610,000 for the three months ended April 30, 2021, a decrease of $2,502,000 or 95.86%. The decrease was primarily due to the engaging of a professional marketing and advertising firm and the engaging of an international advisory consultant in fiscal 2021. The Company also entered into services agreements with consultants and payments are made according to the terms of those agreements. The Company entered an employment agreement, as amended with a certain key officer and payments are made according to the terms of the agreement. The Company anticipates it will retain key management team members and board members as well as various individuals and companies for various consults and services. The Company also continues seeking and engaging new key management team members, board members and staff as well as consultants and advisors during fiscal 2022.

Rent: Rent expenses for the three months ended April 30, 2022 was $26,418 compared to $30,821 for the three months ended April 30, 2021, a decrease of $4,403 or 14.29%. The decrease is primarily due to the Company exiting its then existing lease in January 2021 and entering into a lease for new, larger office space within the same business complex in Hauppauge, NY.

General and Administrative. General and administrative expenses for the three months ended April 30, 2022 aggregated $93,498 compared to $56,296 for the three months ended April 30, 2021, an increase of $37,202 or 66.08%. The increase was primarily related to the Company incurring certain travel and related expenses as a result of continuing efforts to support and advance the Company’s business during the three months ending April 30, 2022. The Company continues to ramp up operations, and expenses include banking fees of $390, utilities of $1,274, accounting fees of $7,480, legal expense of $26,500 and stock transfer fees of $2,400 during the three months ended April 30, 2022. The Company anticipates continuing to incur certain operational expenses including insurance policies and coverages, telephone and telecommunications services, regulatory fees and other administrative expenses as well. We also anticipate to begin incurring travel, entertainment, meals, marketing and related expenses to support and advance the business, raise additional capital and secure management and staff members through fiscal 2022 as the Company continues to establish its medical technology and device research, development and distribution business.

Depreciation and Amortization. There is no depreciation or amortization expenses for the three months ended April 30, 2022 and the three months ended April 30, 2021. The Company anticipates it will procure certain fixed assets and related capital expenditures over approximately the next year as the Company continues to establish its medical technology and device research, development and distribution business.

Income Taxes. No provision for income taxes has been recorded for the three months ended April 30, 2022 and the three months ended April 30, 2021.

Net Loss. The net loss for the three months ended April 30, 2022 was ($227,916) compared to the net loss of ($2,967,117) for the three months ended April 30, 2021. The Company had a loss per weighted average common share outstanding of ($0.06) for the three months ended April 30, 2022 compared to ($0.77) for the three months ended April 30, 2021.

Liquidity and Capital Resources

As the Company is continuing to jumpstart its medical technology and device research, development and distribution business, there continues to be concerted, focused efforts on raising capital. During October 2018, the Company raised net proceeds of $200,000 through a private placement in order to fund the development and growth of operations. During ~~October~~January ~~2019~~and March 2021, the Company ~~was~~raised ~~successful~~proceeds of $750,000 in ~~getting~~ the ~~registration of~~aggregate ~~its~~through ~~common~~private ~~securities~~placements ~~declared~~in ~~effective~~order byto ~~the~~fund ~~SEC~~continuing ~~enhancing~~development and ~~expanding~~growth ~~capital~~of ~~raising efforts~~operations. During ~~January~~April ~~and March 2021~~2022, ~~the~~ the Company raised proceeds of $~~750~~350,000 ~~in the aggregate~~ through a private ~~placements~~placement in order to fund continuing development and growth of operations. The Company’s ability to continue as a going concern is dependent on obtaining additional adequate capital to fund additional operating losses until profitable. If the Company’s is unable to obtain adequate capital, it could be forced to cease operations.

The following table presents a summary of our net cash provided by (used in) operating, investing and financing activities for ~~January~~April 3130, 2022 and 2021:

Category	~~January~~April 3130, 2022			~~January~~April 3130, 2021
Net cash used in operating activities	$	(~~129~~294,~~186~~538	)	$	(24156,~~574~~503	)
Net cash used in investing activities		-			-	)
Net cash provided by financing activities	$	-350,000		$	~~500~~750,000

Cash flows for the ~~three~~six months ended ~~January~~April 3130, 2022 compared to the ~~three~~six months ended ~~January~~April 3130, 2021: For the ~~three~~six months ended ~~January 31~~April 30, 2022, the Company incurred a net loss of ($~~186~~414,~~138~~054). Net cash used in operating activities was ($~~129~~294,~~186~~538), net cash used in investing ~~activities~~ activities was $-0- and net cash provided by financing activities was $~~-0-~~350,000. For the ~~three~~six months ended ~~January~~April 3130, 2021, the Company incurred a net loss of ($772,~~710~~774,827). Net cash used in operating activities was ($24156,~~574~~503), net cash used in investing activities was $-0- and net cash provided by financing activities was $~~500~~750,000.

Working Capital Information

The following table presents a summary of our working capital:

Category	~~January~~April 3130, 2022			~~January~~April 3130, 2021
Current assets	$	~~133~~317,~~182~~830		$	~~476~~594,~~127~~198
Current liabilities		34,~~890~~302,~~585~~408			~~798~~3,~~448~~604,597	)
Working capital (deficit)	$	(3,~~757~~984,~~403~~578	)	$	(~~322~~3,~~321~~010,399	)

As of ~~January~~April 3130, 2022, the Company had a working capital deficit of ($3,~~757~~984,~~403~~578) compared to a working capital deficit of ($~~322~~3,~~321~~010,399) at ~~January~~April 3130, 2021, or an increase in working capital deficit of $3974,~~435,082~~179 primarily due to a net decrease of $~~342~~276,~~945~~368 in cash as a result of certain operating, selling and administrative expenses as well as the engaging of professional consultants and advisors, and a net increase of current liabilities of $3697,~~092,137~~811 primarily as a result of certain financing activities, certain officer compensation and ~~related~~ related increase, and the engaging of professional consultants and advisors. $3,725,000 of our Current liabilities as of April 30, 2022 is the aggregate value of shares of Company common stock issuable by the Company under the terms of various services agreements and stock purchase agreements, and are non-cash obligations.

The Company ~~also~~plans ~~expects~~ to continue its capital raising efforts through fiscal 2022. The Company ~~expects~~aims to utilize its securities to enhance its capital ~~raise~~raising efforts and needs, supplementing these efforts through the engagement and retention of more formalized investor and public relations professionals, holding financial and technology roadshows, and the engagement of other marketing and securities professional firms.

In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon the Company’s continued operations, which in turn is dependent upon its ability to meet its financial requirements, raise additional financing, and the success of the Company’s future operations.

Additional funding may not be available to the Company on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. For example, if the Company raises additional funds by issuing equity securities or by selling debt securities, if convertible, further dilution to existing stockholders would result. To the extent the Company’s capital resources are insufficient to meet future capital requirements, the Company will need to finance future cash needs through public or private equity offerings, collaboration agreements, debt financings or licensing arrangements. If adequate funds are not available, the Company may be required to terminate, significantly modify or delay the development and launch of the businesses, reduce planned commercialization efforts, or obtain funds through means that may require the Company to relinquish certain rights that it might otherwise seek to protect and retain. Further, the Company may elect to raise additional funds even before ~~needed~~needing them if management believes ~~the~~ the conditions for raising capital are favorable.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4.

CONTROLS AND PROCEDURES

Our independent accounting firm has not, nor is required, to perform any procedures to assess the effectiveness of management remediation efforts.

1718

Evaluation of Disclosure Controls and Procedures.

Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not believed to be effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. The Company is launching its medical technology business and is developing its first product, and as such currently lacks documented procedures included documentation related to testing of processes, data validation procedures from the systems into the general ledger, testing of systems, validation of results, disclosure review, and other analytics. Furthermore, the Company lacked sufficient personnel to properly segregate duties. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Controls.

There were no changes in our internal controls over financial reporting during the fiscal quarter ended ~~January~~April 3130, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business. We are not currently party to any material legal proceedings.

ITEM 1A.

RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended October 31, 2021, which could adversely affect our business, financial condition, results of operations, and cash flows. There have been no material changes to our risk factors since our 2021 Annual Report on Form 10-K.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None~~The following summarizes all sales of our unregistered securities from February 1, 2022 through April 30, 2022. The securities in the below-referenced transactions were (i) issued without registration and (ii) were subject to restrictions under the Securities Act of 1933 and the securities laws of certain states, in reliance on the private offering exemptions contained in Sections 4(a)(2), 4(a)(6) and/or 3(b) of the Securities Act and on Regulation D promulgated under the Securities Act, and in reliance on similar exemptions under applicable state laws as transactions not involving a public offering. No placement or underwriting fees were paid in connection with these transactions. All cash proceeds from the sale of securities were or will be used for working capital purposes.

Date of Sale			Title of Security		Number Sold			Consideration Received
April 2022			Common Stock		70,000			$350,000 in cash

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

Not applicable.

1819

ITEM 6.

EXHIBITS

Exhibit Number		Description of Exhibit

3.1		Certificate of Incorporation dated October 16, 2018 (Exhibit 3.1 to Form S-1 filed on January 28, 2019)
3.2		By-Laws (Exhibit 3.2 to Form S-1 filed on January 28, 2019)
31.1		Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)
31.2		Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

EX-101.INS		Inline XBRL INSTANCE DOCUMENT

EX-101.SCH		Inline XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

EX-101.CAL		Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

EX-101.DEF		Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

EX-101.LAB		Inline XBRL TAXONOMY EXTENSION LABELS LINKBASE

EX-101.PRE		Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1920

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 thereunto duly authorized.

	NEW WORLD TECHNOLOGIES, INC.
DATE: May 31, 2022	By:	/s/ Hank Tucker
DATE: July 29, 2022	By:	/s/ Hank Tucker
		Hank Tucker
		Chief Executive Officer, Chairman of the Board

DATE: May 31, 2022	By:	/s/ Richard Gonsalves
DATE: July 29, 2022	By:	/s/ Richard Gonsalves
		Richard Gonsalves
		Chief Financial Officer

2021

Filing Compare · NEW WORLD TECHNOLOGIES, INC.