August 20, 2019
Hank Tucker
Chief Executive Officer
New World Technologies, Inc.
1363 Veterans Memorial Highway, Suite 22
Hauppauge, New York 11788
Re: New World Technologies, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 24, 2019
File No. 333-229390
Dear Mr. Tucker:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our April 2,
2019 letter.
Amendment No. 2 to Registration Statement on Form S-1
Business, page 1
1. We note your revision in response to prior comment 1. Please tell us
whether the external
testing will involve tests of how the proposed product functions,
including whether it can
appropriately perform the functions described in your registration
statement.
Sale of Shares by current shareholders..., page 5
2. It is unclear how your response to prior comment 15 considered the
one-year period
mentioned in Rule 144(b) or the 90-day and one-year period mentioned in
Rule 144(d)(1);
please revise to clarify. Also, please revise your disclosure in the
penultimate sentence of
this risk factor to clarify when the one-year period begins per Rule
144(i)(2), and
Hank Tucker
FirstName LastNameHank Inc.
New World Technologies, Tucker
Comapany NameNew World Technologies, Inc.
August 20, 2019
August 20, 2019 Page 2
Page 2
FirstName LastName
address the risks if the Commission or a court were to disagree with
your conclusions
regarding the applicability of Rule 144(i).
Use of Proceeds, page 16
3. We note your response to prior comment 5 and that you removed the
reference to
"minimum" from the first sentence of your "Explanation of Use of
Proceeds" disclosure.
Please clarify the amount of amount of proceeds required to complete
the tasks mentioned
in the first sentence of that disclosure.
Plan of Distribution, page 17
4. Your response to prior comment 7 that legal action would be required
before any creditor
could obtain or lay claim to investors' funds in a segregated account
does not address the
extent of any risk that your creditors could obtain an interest in
investors' funds before
closing. Please provide appropriate risk factor disclosure. Also, if
investors cannot
revoke subscriptions before you close, please say so clearly in your
disclosure, including
appropriate risk disclosure.
Employment Agreements, page 30
5. We note your response to prior comment 11. Please address sections
13(b) and (c) of
exhibit 10.1, and the last clause of section 9(a)(ii) of exhibits 10.3
and 10.4, as
appropriate.
Compensation Table, page 31
6. We note your response to prior comment 12. It is unclear where you
included the dollar
amounts required by Regulation S-K Item 402(n)(2)(v), the disclosure
required by the
instructions to Item 402(n)(2)(v) and (vi), or the table required by
Item 402(r). Please
revise.
7. Please update your disclosure in footnote (2) on page 31 regarding Mr.
Tucker's deferral
of payments until July 1, 2019.
Certain Relationships and Related Party Transactions, page 32
8. Please expand your response to prior comment 13 to clarify whether New
World
Technologies (Nevada) purchased your shares to distribute them, the
number of investors
to whom New World Technologies (Nevada) transferred the shares, and
the relevant facts
on which you rely to conclude that each such stockholder could acquire
the shares directly
from you without registration under the Securities Act.
Description of Securities, page 32
9. We note your response to prior comment 14. Please tell us where you
revised the
disclosure to address the first sentence of Article Twelve in exhibit
3.1.
Hank Tucker
New World Technologies, Inc.
August 20, 2019
Page 3
Financial Statements for the Quarterly Period Ended April 30, 2019, page F-10
10. Please revise to remove the header "Confidential Draft - For Internal Use
Only - Not For
Distribution Subject to Adjustments" from your April 30, 2019 financial
statements.
Signatures, page 39
11. Please clarify the date that your principal financial officer and
principal accounting officer
signed the registration statement.
Exhibits
12. Please tell us the purpose of sections 5(b), (c), (e) and (g) of exhibit
10.9, and provide us
your analysis of whether those provisions create an implication that the
subscriber may be
waiving compliance with federal securities laws.
13. We note your response to prior comment 19 and your deletion of the
reference to board
agreements on page 21. Please file the agreement with Mr. Gentry
mentioned in exhibit
10.8, and include appropriate disclosure in your prospectus.
You may contact Gary Newberry at 202-551-3761 or Lynn Dicker, Senior
Accountant, at
202-551-3616 if you have questions regarding comments on the financial
statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Russell Mancuso, Branch
Chief, at
202-551-3617 with any other questions.
Sincerely,
FirstName LastNameHank Tucker
Division of
Corporation Finance
Comapany NameNew World Technologies, Inc.
Office of
Electronics and Machinery
August 20, 2019 Page 3
cc: Lee W. Cassidy, Esq.
FirstName LastName