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

                                    FORM 20-F
(Mark One)

[_]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                                       OR

[_]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2007

                                       OR

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

                                       OR

[X]  SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     Date of event requiring this shell company report December 17th 2007

     For the transition period from _______________ to _______________

                        Commission file number 000-1157

                            NEW WORLD BATTERIES, INC.
                           --------------------------
             (Exact name of Registrant as specified in its charter)


                           --------------------------
                 (Translation of Registrant's name into English)

                            British Columbia, Canada
                           --------------------------
                 (Jurisdiction of incorporation or organization)


               11718-232B Street, Maple Ridge BC, Canada V2X 7Z2
               -------------------------------------------------
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of
the Act.  NA

Title of each class                    Name of each exchange on which registered

-------------------                    -----------------------------------------

-------------------                    -----------------------------------------

Securities registered or to be registered pursuant to Section 12(g) of the Act.

                                     Common
                                     ------
                                (Title of Class)

                                     ------
                                (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act. NA

                                     ------
                                (Title of Class)

SEC 1852 (6-04) Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.


<PAGE>

     Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the annual
report.    7,635,173 as of December 31, 2007

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

     If this report is an annual or transition report, indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
                                                                Yes  [_]  No [_]

     Note - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 from their obligations under those Sections.

     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 requirements for the past 90 days.
                                                                  [X] Yes [_] No

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

                          Large accelerated filer ___
                              Accelerated filer ___
                            Non-accelerated filer ___

Indicate by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this filing:

U.S. GAAP ____          International Financial Reporting            Other ____
                        Standards as issued  by the
                        International Accounting Standards
                        Board ____

If "Other" has been checked in response to the previous question, indicate by
check mark which financial statement item the registrant has elected to follow.

                                                       [X] Item 17   [_] Item 18

If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes [X] No [_]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS) Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
                                                                Yes  [_]  No [_]

<PAGE>

Item 1. Identity of Directors, Senior Management and Advisors

A.   Directors and Senior Management.

Name and Address                            Position/Function
----------------                            -----------------
Patrick O'Brien
11718-232B Street                           Director
Maple Ridge BC, Canada
V2X 7Z2

Robert O'Brien                              Director
2614 Queenswood Dr.
Victoria, BC, Canada
V8N 1X5

Daniel O'Brien                              Director
2614 Queenswood Dr.
Victoria, BC, Canada
V8N 1X5

George Devlin                               Secretary, Director
649 Humboldt St
Victoria, BC, Canada
V8W 1A7

Jason Bloom
1311Slater Place                            Director
Victoria BC
V8X 2P8

Marc Weston
4511 Stanley Dr.                            President, Director
Calgary AB
T2S 2R6

B.   Advisors NA

C.   Auditors.

             Cinnamon, Jang, Willoughby & Company
             Chartered Accountants
             Metro Tower II
             Suite 900 4720 Kingsway
             Burnaby, BC, Canada
             V5H 4N2

Item 2. Offer Statistics and Expected Timetable   NA

                                       3
<PAGE>
Item 3. Key Information

A.   Selected Financial Data

     As of December 31, 2007 Presented in Cdn. dollars

Net sales/operating revenues                                             0
Income (loss) from continuing operations                            (18,749)
Income (loss) from continuing operations per common share             (0.00)
Total assets                                                         47,556
Net assets                                                           41,495
Capital stock                                                       259,049
Adjusted number of shares                                         7,635,173
Dividends declared                                                        0


B.   Capitalization and Indebtedness

New World Batteries is authorized to issue an unlimited number of shares of
common stock. As of December 31, 2007 and as of Sept 20, 2008, there are
7,635,173 shares of Class A common stock outstanding of which 4,000,000 shares
were issued to Dr. Robert O'Brien and Daniel O"Brien for $4 and the
pre-incorporation organization and business plan of New World Batteries and
3,500,000 were sold to the founders of New World Batteries for $0.10 Cdn., per
share upon incorporation. 1,075,172 shares were sold in a private placement
closed on October 31, 2004 at $0.25 per share and 60,000 shares were sold at
$0.25 per share in January 2005. In December 2007, 3,000,000 shares issued to
Dr. Robert O'Brien were returned to treasury as payment for return of the
technology to Dr. O'Brien. In December 2007 1,000,000 shares were issued to Marc
Weston for payment for all future services to NWB and 1,000,000 shares were
issued to Jason Bloom for the same purpose.

C.   Reasons for the offer and use of proceeds. NA

D.   Risk Factors

An investment in New World Batteries' common stock involves a high degree of
risk. You should carefully consider the risks described below and other
information in this prospectus. If any of the following risks occur, New World
Batteries' business, operating results and financial condition could be
seriously harmed. The trading price of New World Batteries' common stock could
decline due to any of these risks, and you could lose all or part of your
investment.

We have a limited operating history for investors to evaluate.

     We were incorporated in August 2004 as New World Batteries, Inc.
Accordingly, we have a very limited operating history on which you can evaluate
our business and prospects. You must consider the risks and uncertainties
frequently encountered by early stage companies in new and rapidly evolving
markets.


We had a loss for the fiscal year ended December 31, 2007 and may continue to
have losses in the future that may impair the value of an investment in the
shares. In December 2007, the company sold all interest in the battery
technologies in return for 3,000,000 of NWB shares originally issued to Dr.
Robert O'Brien.

     During the fiscal year ended December 31, 2007 we incurred a loss of
$18,749Cdn. This loss resulted primarily from significant expenditures in market
development activities in anticipation of creating future revenue. If our
revenue growth is slower than we anticipate or our operating expenses exceed our
expectations, it may take an unforeseen period of time to achieve or sustain
profitability or we may never achieve or sustain profitability.

                                       4
<PAGE>
We are changing the company's focus to mining exploration and face the
uncertainties of finding and economically accessing mines.

     Mining is an extraordinarily risky business where no certainty whatsoever
exists for finding, proving and selling or mining an economic resource.

Dependence on key personnel could adversely affect growth.

     We are, to a significant extent, dependent on the skills of certain key
personnel, including, Mr. Dan O'Brien, Mr. Marc Weston and Mr. Jason Bloom.
Currently there is no key man insurance. Loss of the services of any of the
company's present key personnel or the inability to attract and retain needed
additional personnel could have a materially adverse effect upon New World
Batteries.

Additional investment is required or growth may not be possible.

     Our operations have not generated positive cash flow since the inception of
the Company in 2004. We have funded our operations through the issuance of
common stock. Our ability to continue to operate until our cash flow turns
positive may depend on our ability to continue to raise funds through the
issuance of equity or debt. If we are not successful in raising additional
funds, we might have to significantly scale back or delay our growth plans, or
possibly cease operations altogether. Any reduction or delay in our growth plans
could materially adversely affect our ability to compete in the marketplace,
take advantage of business opportunities and develop or enhance our products.

     Corporate growth will place additional demands and may create new
challenges beyond the abilities of the present team. The effective management of
growth may require the hiring of additional qualified management personnel
skilled in sales, operations, and software development and marketing, human
resources and business development. Consequently the inability to attract,
integrate and retain appropriate personnel could have a material adverse effect
on the company's business, results of operations and prospects.

Currency exchange risk.

     We will operate in both U.S. and Canadian currency. Fluctuations in
currency exchange may adversely affect the results of our business operations
and capital requirements.

The lack of a public market for our common stock may cause an investor to have
difficulty reselling the shares.

     Our common stock is not presently listed for trading on any exchange or
market. Investors may have to indefinitely hold their shares and may have
difficulty selling their shares.


                                       5
<PAGE>
Investors in our common stock may experience immediate and substantial dilution
as a percentage of their holdings.

     The net tangible book value of our common stock at December 31, 2007was
$0.005 per share based on 7,635,173 shares outstanding. Investors paying greater
than such amount will experience immediate and substantial dilution.


We do not intend to pay dividends for the foreseeable future, which may limit or
eliminate any return on investment.

     We have not paid a cash dividend to the current shareholders and have not
projected the payment of dividends to shareholders in future as any earnings
will be retained for use in developing and expanding our business. Further, the
actual amount of any future dividends will remain subject to the discretion of
the board of directors. As result, an investor's return on investment will be
dependent upon the establishment of a public market for our common stock and
market prices sufficient to provide a profit, neither of which we can assure
will occur.

Our common stock may be classified as a "Penny Stock" which could adversely
affect an investor's ability to sell the shares and the available price for the
shares when sold.

     We believe that our common stock would be characterized as "penny stock"
under U.S. Securities and Exchange Commission regulations. As such,
broker-dealers dealing in our common stock will be subject to the disclosure
rules for transactions involving penny stocks which require the broker-dealer to
determine if purchasing our common stock is suitable for a particular investor.
The broker-dealer must also obtain the written consent of purchasers to purchase
our common stock. The broker-dealer must also disclose the best bid and offer
prices available for our stock and the price at which the broker-dealer last
purchased or sold our common stock. These additional burdens imposed upon
broker-dealers may discourage them from effecting transactions in our common
stock, which could make it difficult for an investor to sell their shares.




                                       6
<PAGE>

Item 4.   Information on the Company

A.   History and Development of New World Batteries, Inc.

New World Batteries, Inc., which is referred to as NWB, or we, was formed as a
British Columbia, Canada corporation in August of 2004 for the purpose of
commercializing of patents and products developed by Dr. Robert O'Brien relating
to the development of electrochemical technologies that improve the capacity of
rechargeable batteries, capacitance and discharge parameters of supercapacitors,
and the processes of electrorefining, electroplating and electromachining. The
basic science of the technology was discovered, reported in the scientific
literature, and patented during Professor Robert O'Brien's career in
electrochemical research. In September 2004, Dr. Robert O'Brien granted NWB, an
exclusive license to use patents and related technology and research.

Upon formation of the corporation, 3,000,000 shares of Class A common stock were
issued to Dr. Robert O'Brien and 1,000,000 shares were issued to Daniel O'Brien
for $4 and in consideration of their efforts in the pre-incorporation
organization of NWB and creation of its business plan.

The founders were also sold the following shares at $0.10 Cdn., per share:
1,000,000 shares to Dr. Robert O'Brien; 1,000,000 shares to Daniel O'Brien;
1,000,000 shares to George Devlin and 500,000 shares to Dr. Patrick O'Brien,
totaling $350,000 Cdn.

By private placement closed on October 31, 2004, NWB sold 1,075,172 shares of
common stock at $0.25 per share raising a total of $268,793. In January 2005, an
additional 60,000 shares were sold at $0.25 per share raising a total of
$15,000.

In December 2007, NWB sold the technology acquired from Dr. R O'Brien and Dan
O'Brien to a new company controlled by Dr. R. O'Brien in return for 3 million
shares of his NWB stock. The 3 million shares were returned to treasury. The
business of the company changed to exploration and mining of minerals at that
time.

B.   Business Overview

NWB will capitalize on the renaissance occurring in the B.C. mining industry
utilizing an entrepreneurial approach to the acquisition of gold and related
mineral tenures. B.C. is one of the richest mineral areas of the world with over
14,000 known mineral occurrences. Investors increased their stake in British
Columbia's mineral exploration sector for the eighth consecutive year in 2007,
venturing a record $416 million in junior prospecting and development projects.
There were at least 100 projects that spent more than one million dollars on
exploration activity. From a low of $29 million in 2001 when a combination of
declining commodity prices and poor government policy left the industry reeling,
exploration investment is now up 1,300 per cent, including a 57 per cent
increase in 2007.

NWB will pursue a bottom-up approach to acquiring appropriate mineral tenures
through joint ventures and earn-in arrangements primarily with prospectors and
in-field geologists. This will initially be done in a cash flow neutral manner
through the exchange of treasury shares for a selection of promising gold
tenures. The goal in the start-up phase of the reformatted company will be to
obtain claims from experienced prospectors and/or geologists who will provide
expertise along with mineral tenures in exchange for an equitable access to
public market financing.

                                       7
<PAGE>
Management will leverage its extensive network of business contacts which will
be augmented with research and network development at major Canadian mining
conferences, and through publicly available geoscience and mineral title
databases.

British Columbia has one of the best and most advanced geo-science databases in
the world along with one of the world's most accessible and extensive online
mineral titles registration systems. This allows small entrepreneurial companies
such as NWB to compete with the majors in a cost effective manner. NWB will
initially target tenure acquisition in the Quesnel Trough area of Central B.C.
because of its rich history of successful mineral claim development, ready
access to roads, power, smelters and excellent geo-scientific information
available about the area in the public domain.

Operations and Principal Activities

The Quesnel Trough comprises about 50,000 squares kilometers in a northwest
trending belt 500 kilometers long and approximately 50 in length. This area is
bordered in the south by Kamloops and in the north by Prince George and includes
more that 10 major past producing lode mines and placer camps. These camps and
mines have produced more that $50 billion worth of metals at 2008 prices. It is
well known that accelerating demand from China, India and other emerging
economies, along with strong worldwide economic growth have created a major boom
in metal prices. This is especially true of gold prices where fears of inflation
and political/economic instability have added to this new demand driving gold to
record prices. This has occurred while gold production fell by 1% in 2007. The
negative side of this phenomenon for the mining and exploration industry is that
costs have increased well ahead of inflation because of increased demand for all
exploration, analytical and smelting services.To mitigate theses concerns NWB
will target its acquisitions of mineral tenures within the Quesnel Trough based
on the following criteria:

     o    Proximity to past producers

     o    Proximity to, or ideally adjacent, to the tenures of large exploration
          and production companies. This will facilitate JV agreements for
          advanced exploration with partners having ready access to capital and
          technical expertise

     o    Reasonable access to all weather roads and power lines

     o    Proximity to operating smelters and other processing facilities

     o    Urban centers capable of providing manpower and exploration supplies
          and services

     o    Land not inordinately ecologically sensitive i.e. not near national or
          provincial parks or areas that are subject to inclusion in a national
          or provincial parks.

     o    Areas that are not subject to indigenous land claims


                                       8
<PAGE>

Competition

There are many gold exploration and mining companies extent. They range in size
from a single prospector to international giants active on six continents. Small
companies are taken over by larger ones and on up the scale. NWB expects to
compete in this arena by having strict guidelines for exploration, excellent
executive and board focus on financial skills and building value. However, there
is strong competition for the most prospective properties and there is risk that
NWB will not be successful in finding, proving and mining or selling what is
found on the properties it is successful in obtaining.

Government Regulations and Legal Uncertainties

Mining and prospecting are highly regulated and in many countries indigenous
peoples claim rights to subsurface minerals. There is significant risk that even
if a valuable resource is discovered, government regulation, native land claims
or other legal impediments may prevent mining.

Employees

As of December 31, 2007 and October 16, 2008, NWB had no employees.

C.   Organizational Structure   NA

D.   Property, Plants and Equipment

NWB maintains its books and documents at 2614 Queenswood, Victoria, BC, V8N 1X5
in the home office of Dan O'Brien. He does not charge for this service.

Item 5.  Operating and Financial Review and Prospects

Except for the historical information contained herein, the following discussion
contains forward-looking statements that are subject to risks and uncertainties.
Actual results may differ substantially from those referred to herein due to a
number of factors, including but not limited to risks described in the sections
entitled Risk Factors, Competition and elsewhere in this registration statement.

Operating Results

As NWB was formed in August 2004 and its operations to date have only been its
organization and an initial private placement of securities, NWB has not had any
revenues.

NWB does not anticipate that inflation or currency exchange fluctuations in
either the United States or Canada will have any significant impact on its
operating results. NWB also does not believe that any governmental economic,
fiscal, monetary or political policies or factors have materially affected or
could materially affect, directly or indirectly NWB's operations or investments
by host country shareholders.


                                       9
<PAGE>
The sale of the company's only asset in December 2007 further defers the
possibility of revenue as prospective claims must be identified and staked or
purchased and capital raised to drill and assay the drill results.

Liquidity and Capital Resources

At present, NWB is not producing revenues and its main source of funds has been
the sale of its equity securities. NWB had $36,414 Cdn., in cash as of December
31, 2007 compared to $173,790 Cdn., in cash and $300,602 Cdn., in short term
investments as of December 31, 2007 It anticipates that this cash will be
sufficient for at least twelve months.

Trend Information

Due the lack of operating history and revenue, NWB is unable to identify any
trends in its operations.

Off Balance Sheet Arrangements

NWB's liquidity is not dependent upon off balance sheet transactions. For the
period ended December 31, 2007, NWB did not engage in any off balance sheet
transactions.

Contractual Obligations

For the period ended December 31, 2007 and as of October 16, 2008, NWB had no
contractual obligations.


Item 6. Directors, Senior Management and Employees

The Directors and Executive Officers of New World Batteries, Inc., are as
follows:

Name                                        Age          Position/Function
-------------------------------------------------------------------------------
Dr. Patrick O'Brien                         45           Director

Dr. Robert O'Brien 87 Director

Daniel O'Brien                              52           Director

George Devlin                               69           Secretary, Director

Jason Bloom                                 45           Director

Marcus Weston                               52           CEO, CFO, Director

The directors serve until their successors are elected by the shareholders.
Vacancies on the board of directors may be filled by appointment by the majority
of the continuing directors.

                                       10
<PAGE>

Business Experience

Mr. Marcus Weston
-----------------
Originally trained as a mortgage broker after majoring in economics at the
University of Victoria, Mr. Weston created and managed numerous successful
businesses in areas as diverse as food distribution, franchise development and
real estate. In these endeavors he had executive responsibility from the startup
phase to the successful sale of each business. He has resided in Calgary,
Alberta for the past 20 years.

Mr. Jason Bloom
---------------
Mr. Bloom has a degree in economics, was a successful mutual fund investment
advisor for many years, is skilled at debt and equity financing procurement and
has 3 years experience as corporate communications for FSI along with consulting
for several other public companies. Mr. Bloom lives in Victoria BC. In
university at U. Of Victoria, Mr. Bloom rowed on the varsity heavyweight eight
crew.

Dr. Patrick O'Brien
-------------------
Dr. O'Brien is a registered investment advisor at RBC in Maple Ridge BC. Dr.
O'Brien continues to practice veterinary medicine on an occasional basis. Dr.
O'Brien studied at the University of Victoria in the Chemistry Department for
the first two years of the Honors Chemistry Program and was awarded numerous
scholarships including the medal for the top student in the program in 1983. Due
to his high grade point average and related experience, he was fast tracked into
the Western College of Veterinary Medicine, graduating with distinction in
1987(at the age of 24). In 2003, Dr. Patrick O'Brien sold his very successful
large animal practice in Courtenay, BC, which he founded in 1992.

Professor Robert N. O'Brien
---------------------------
Dr. O'Brien received his Bachelor of Applied Science in Chemical Engineering
from the University of British Columbia in 1951; his Masters of Applied Science
in Metallurgical Engineering from the University of British Columbia in 1952;
his PhD in Metallurgy from the University of Manchester in 1955.; and was a Post
Doctoral Fellow in Pure Chemistry at the National Science Council from 1955
through 1957. He has held various academic positions since 1957 at the
University of Alberta, the University of California at Berkeley, and the
University of Victoria. Most recently, he was Professor of Chemistry at the
University of Victoria from 1968 to 1986 at which time he was given the
designation of Professor Emeritus. While teaching and conducting applied and
primary research, Dr. O'Brien acted as a consultant and served on the British
Columbia Research Council. In 1987, Dr. O'Brien founded the Vancouver Island
Advanced Technology and Research Association.

Mr. George Devlin
-----------------
Mr. Devlin is a member of the NWB's Board of Directors. Mr Devlin was a peace
officer, R.C.M.P. from 1959 until his honorable discharge in 1963. He was a
founding shareholder and managing director of the Concord Group of
Companies-Concord Credits, Concord Holdings, Concord Realty, and Concord
Development Corporation in Victoria BC from 1964 to 1970. In 1971, Mr Devlin
developed the internationally acclaimed tourist attraction "Miniature World" in
the Humboldt wing of the Empress Hotel. This attraction entertains over 200,000
visitors per year. Mr Devlin organized and founded the Victoria Attractions
Association and as chairman for 12 years he organized the highly successful
"Hometown Tourist Weekend." In this ongoing program local residents purchase
deeply discounted tickets to leading attractions just before the spring tourist
season, leading to significant word of mouth advertising for participating
tourist businesses. Mr Devlin has also been a Director of Tourism Victoria; a
Governor of St. Michaels University School, Victoria BC; a member, Board of
Trustees, Maritime Museum, Victoria, BC; and a Police Commissioner, Esquimalt
Police Board.


                                       11
<PAGE>
Daniel B. O'Brien
-----------------
Mr. O'Brien is the President and CEO of Flexible Solutions International Inc
(FSI) since its inception in 1998 and of the predecessor company Flexible
Solutions Ltd since incorporation in 1990. FSI is publicly traded on the
American stock exchange (FSI-A). Its business is developing, manufacturing and
selling bio-polymers for scale control, detergents and fertilizer enhancement. A
second division of the company makes and sells evaporation and energy
conservation products for the drinking water and swimming pool markets
throughout the world. Prior to FSI, and concurrent with the early years of
operation, Mr. O'Brien was the director of Outdoor Education at Brentwood
College. He has also taught industrial design and small business operations at
Northern Lights College, run his own construction and kayak building businesses,
worked with juvenile offenders in "Outward Bound" style programs and taught
industrial arts at the high school level. Mr. O'Brien has a Batchelor of
Industrial Education degree from the University of British Columbia. From 1976
to 1985 he was a member of the BC whitewater kayaking team, in 1983 and 84 he
was a member of the Canadian National Whitewater team and in 1983, the national
champion in the C-1 division.

Family Relationships

Dr. Patrick O'Brien, the President/CEO and a Director, is the son of Dr. Robert
O'Brien, a Director and greater than 10% shareholder. Daniel O'Brien, Director
and greater than 10% shareholder, is also the son of Dr. Robert O'Brien and
brother of Dr. Patrick O'Brien. Other than that, there are no relationships
between any of the Officers or Directors of NWB.

Executive Compensation

NWB has a formal plan for compensating its directors for their service in their
capacity as directors. The following options to acquire common shares have been
granted:

         Dr. Patrick O'Brien                    0     Shares per year
         Dr. Robert O'Brien                     5,000 Shares per year
         Daniel O'Brien                         5,000 Shares per year
         George Devlin                          5,000 Shares per year
         Jason Bloom                            0     Shares per year
         Marcus Weston                          0     Shares per year

The first and second year options vested April 15, 2005 and 2006, and subsequent
options will vest upon the anniversary of the grant date and are subject to
shareholder approval at the annual general meeting. The exercise price for the
first year's grant is $ 0.10 Cdn., per share. The exercise price for the second
year options was also $0.10 Cdn., per share. The exercise price for subsequent
annual grants will be determined by the board of directors as the fair market
value of the common stock at or about the anniversary date.

Directors are entitled to reimbursement for reasonable travel and other out-of-
pocket expenses incurred in connection with attendance at meetings of the board
of directors. The board of directors may award special remuneration to any
director undertaking any special services on behalf of NWB other than services
ordinarily required of a director. NWB has no other stock option plan or other
long-term compensation program.


                                       12
<PAGE>
Dr. Patrick O'Brien received a salary of $40,000.00 Cdn., per annum until he
resigned in 2007 and is also a reimbursed for reasonable expenses. Dr. P.
O'Brien has been granted stock options vesting annually over the next five years
in the amount of two hundred thousand per year dependant on his continued
service as President and CEO of NWB. The options were not exercised within the
allowed period after his resignation and have expired.

NWB has no plans or arrangements in respect of remuneration received or that may
be received by executive officers of NWB in Fiscal 2008 to compensate such
officers in the event of termination of employment, as a result of resignation,
retirement, change of control or a change of responsibilities following a change
of control.

Board Practices

Committees: Meetings of the Board

NWB does not have a separate compensation committee, audit committee or
nominating committee. These functions are done by the board of directors meeting
as a whole. NWB 's board of directors held two meetings during the fiscal year
ended December 31, 2004 at which all directors were present either in person or
by telephonic conference call. Corporate actions by the Board of Directors were
unanimously consented to in writing after telephone discussion.

Audit Committee

The board of directors has not established an audit committee. The functions of
the audit committee are currently performed by the entire board of directors.
NWB is under no legal obligation to establish an audit committee and has elected
not to do so at this time so as to avoid the time and expense of identifying
independent directors willing to serve on the audit committee. NWB may establish
an audit committee in the future if the board determines it to be advisable or
is otherwise required to do so by applicable law, rule or regulation.

Board of Directors Independence

Four of NWB's directors, George Devlin, Jason Bloom, Dr. Robert O'Brien and Dr.
Patrick O'Brien are "independent" within the meaning of definitions established
by the Securities and Exchange Commission or any self-regulatory organization.
NWB is not currently subject to any law, rule or regulation requiring that all
or any portion of its board of directors include "independent" directors.

Code of Ethics

Under the Sarbanes-Oxley Act of 2002 and the Securities and Exchange
Commission's related rules, NWB is required to disclose whether it has adopted a
code of ethics that applies to NWB's principal executive officer, principal
financial officer, principal accounting officer or controller or persons
performing similar functions. NWB has adopted a code of ethics that applies to
its chief executive officer, chief financial officer and other officers, legal
counsel and to any person performing similar functions. NWB has made the code of
ethics available and intends to provide disclosure of any amendments or waivers
of the code within five business days after an amendment or waiver on its
website, www.newworldbatteries.com.


                                       13
<PAGE>
Compliance with Section 16(a) of Securities Exchange Act of 1934

To our knowledge, during the fiscal year ended December 31, 2004, our current
directors and officers complied with all applicable Section 16(a) filing
requirements. This statement is based solely on a review of the copies of such
reports that reflect all reportable transactions furnished to us by our
directors and officers and their written representations that such reports
accurately reflect all reportable transactions.

Employees

As of October 16, 2008, NWB had no employees.







                                       14
<PAGE>



Share Ownership of Directors and Officers

The following table sets forth information, as of October 16, 2008, with respect
to the beneficial ownership of NWB's common stock by the officers and directors
of NWB based on 7,635,173 shares of common stock outstanding. The amounts shown
includes outstanding options to acquire up to 45,000 shares common stock granted
to the Officers and Directors which are currently vested and exercisable.

Name              Title                     Common Stock   Percentage of Shares
                                             Ownership         Outstanding
---------------   --------------------      ------------   --------------------

Patrick O'Brien   Director                     500,000              6.5%

Robert O'Brien    Director                   1,015,000             13.3%

Daniel O'Brien    Director                   2,015,000             26.4%

George Devlin     Secretary, Director        1,015,000             13.3%

Jason Bloom       Director                   1,000,000             13.1%

Marcus Weston,    CEO, CFO, Director         1,000,000             13.1%

Directors and Officers as a Group
(six individuals)                            6,545,000             85.7%



Item 7.  Major Shareholders and Related Party Transactions

NWB does not have any shareholders other than its directors and officers who
hold or have the right to acquire five percent or greater of the outstanding
shares of common stock.

Related Party Transactions

Since inception in August 2004, NWB has entered into the following transactions
with related parties:

In September 2004 Dr. Robert O'Brien licensed certain patents and research to
NWB for which Dr. Robert O'Brien. Dr. Robert O'Brien was also issued 3,000,000
shares of common stock for $3 in consideration of his efforts in the
pre-incorporation organization of NWB and creation of its business plan.. Also
in September 2004, Daniel O'Brien was issued 1,000,000 shares of common stock
for $1 in consideration of his efforts in the pre-incorporation organization of
NWB and creation of its business plan.; and

Upon incorporation, on August 30, 2004, NWB sold 1,000,000 shares to Dr. Robert
O'Brien; 1,000,000 shares to Daniel O'Brien; 1,000,000 shares to George Devlin
and 500,000 shares to Dr. Patrick O'Brien at $0.10 Cdn., per share for total
consideration of $350,000 Cdn.


                                       15
<PAGE>
In December 2007, NWB sold all rights to the battery technology to a company
controlled by Dr. Robert O'Brien. In return NWB received 3 million common shares
of NWB that were returned to treasury.


Item 8.  Financial Information

A.   The following financial statements are filed with this Form 20-F
     Registration Statement

     Balance Sheet for the period December 31, 2006 (Inception) to
     December 31, 2007

     Statement of Loss and Deficit

     Statement of Stockholders Equity

     Statement of Cash Flows

     Notes to Financial Statements.

B.   Significant Changes

     There have not been any significant changes since the date of the financial
statements included in this Form 20-F Registration Statement


Item 9. The Offer and Listing

A.1-3   Offer and listing details  NA

A.4     Price History

There is currently no market for the common stock of NWB and as a result
investors may experience a lack of liquidity in the shares. 1,075,172 shares
common stock were sold by NWB in a private placement closing on October 31, 2004
at $0.25 per share. In August 2004, 3,500,000 shares were sold to four of NWB's
directors at $0.10 Cdn., per share.

A.5    Description of Securities

The authorized capital of NWB is an unlimited number of shares of common stock
which may be issued as Class A, Class B, Class C and Class D common stock. The
Class A and Class C common stock have no par value and the Class B and Class D
common stock have a par value of $0.01 per share. As of October 16, 2008 only
Class A common stock is outstanding.

All shares of the NWB's Class A common stock have equal voting rights, with one
vote per share, on all matters submitted to the stockholders for their
consideration. The shares of Class A common stock do not have cumulative voting
rights. Subject to the prior rights of the holders of any series of Class D
common stock that may be issued, holders of Class A common stock are entitled to
receive dividends, when and if declared by the board of directors, out of funds
legally available.


                                       16
<PAGE>
Holders of shares of Class A common stock do not have any preemptive rights or
other rights to subscribe for additional shares, or any conversion rights. Upon
a liquidation, dissolution, or winding up of the affairs of NWB, holders of the
Class A common stock will be entitled to share ratably in the assets available
for distribution to such stockholders after the payment of all liabilities and
after the liquidation preference of any Class D stock outstanding at the time.
There are no sinking fund provisions applicable to the common stock.

Class B common stock, of which there are no shares outstanding as of October 16,
2008 are identical to the Class A common stock except for the $0.01 par value.

Class C common stock, of which there are no shares outstanding as of October 16,
2008 are identical to Class A common stock with respect to distributions or upon
liquidation but are non-voting shares.

Class D common stock, of which there are no shares outstanding as of October 16,
2008, may be issued in one or more series by resolution of the board of
directors to create, define and attach special rights and restrictions to the
Class D Shares of that series, including, but without in any way limiting or
restricting the generality of the foregoing, the rate or amount of dividends,
whether cumulative, non-cumulative or partially cumulative, the dates, places
and currencies of payment thereof, the consideration for, and the terms and
conditions of any purchase for cancellation or redemption thereof, including
redemption after a fixed term or at a premium, conversion or exchange rights,
the terms and conditions of any share purchase plan or sinking fund, the
restrictions respecting payment of dividends on, or the repayment of capital in
respect of any other shares of the Company and voting rights and restrictions.
The ability of the board of directors to set the rights and preferences of the
Class D common stock is limited in that the Class D common stock cannot vote
with the Class A or Class B common stock.


Restrictions on Transfer of Shares of Common Stock

So long as NWB is required to file annual, quarterly and other reports with the
U.S. Securities and Exchange Commission, NWB does not impose any restrictions on
the transfer of its common stock except as required by law. However, NWB's
Articles of Incorporation provide that if NWB is not publicly held or a
reporting company, its common stock cannot be transferred without the consent of
the board of directors. In addition, if NWB is not publicly held or a reporting
company, the articles of incorporation provide that any shareholder proposing to
sell all or part of their shares common stock for valuable consideration, must
notify NWB of said proposed sale and NWB must then notify all of its
shareholders of said proposed sale and provide a twenty eight day period in
which other NWB shareholder may pro rata purchase the offered shares at the
proposed terms. If the shares are not taken by the other NWB shareholders, the
selling shareholder shall have ninety days from the end of the twenty eight day
right of first refusal period to sell their shares at the proposed price.


Market for NWB's Common Stock

NWB's common stock is not presently listed for trading on any exchange nor over
the counter market.


                                       17
<PAGE>
Item 10.  Additional Information.

A.   Share Capital

As of fiscal year ended December 31, 2007 and as of October 16, 2008, the
authorized capital of NWB is an unlimited number of shares of common stock which
may be issued as Class A (no par value), Class B ($0.01 par value), Class C (no
par value) and Class D ($0.01 par value) common stock.

As of fiscal year ended December 31, 2007 and as of October 16, 2008 there are
7,635,172 shares Class A common stock outstanding. No other class of common
stock is currently outstanding.

All of the outstanding shares have been fully paid and are non-assessable. And
there are no shares outstanding which are not fully paid.

In September 2004, 3,000,000 shares were issued to Dr. Robert O'Brien and
1,000,000 shares were issued to Daniel O'Brien in consideration of the
assignment of patents and technology rights.

In December 2007, NWB sold all rights to the battery technology to a company
controlled by Dr. Robert O'Brien. In return NWB received 3 million common shares
of NWB that were returned to treasury.

No shares are held by or on behalf of NWB.

There are no outstanding options, warrants, obligations convertible into NWB
common stock or resolutions to issue additional common stock as of May 19, 2006
other than the options to acquire up to 45,000 shares shown above in Executive
Compensation, page 16 and an option to acquire up to 20,200 shares at $0.30
Cdn., per share granted to a third party consultant.

B.   Memorandum and Articles of Incorporation

NWB is a British Columbia corporation, incorporation number BC0703052. NWB was
formed for the commercialization of patents and technology licensed to it by Dr.
Robert O'Brien.

Pursuant to Article 17 of the NWB Articles of Incorporation, a director is not
entitled to vote upon a proposal, arrangement or contract in which the director
is materially interested.

Pursuant to Article 13 of the NWB Articles of Incorporation, there are no
restrictions on a directors' power in the absence of an independent quorum, to
vote compensation to themselves or any member of the board of directors.

Pursuant to Article 8 of the NWB Articles of Incorporation, when authorized by
the directors, NWB may:

     (1)  borrow money in the manner and amount, on the security, from the
          sources and on the terms and conditions that they consider
          appropriate;

     (2)  issue bonds, debentures and other debt obligations either outright or
          as security for any liability or obligation of NWB or any other person
          and at such discounts or premiums and on such other terms as they
          consider appropriate;

                                       18
<PAGE>
     (3)  guarantee the repayment of money by any other person or the
          performance of any obligation of any other person; and

     (4)  mortgage, charge, whether by way of specific or floating charge, grant
          a security interest in, or give other security on, the whole or any
          part of the present and future assets and undertaking of NWB.

Pursuant to Article 13 and Article 14 of the NWB Articles of Incorporation,
there is no age limit on directors and there is no requirement that directors
own any shares of common stock in NWB.

All shares of the NWB's Class A common stock have equal voting rights, with one
vote per share, on all matters submitted to the stockholders for their
consideration. The shares of Class A common stock do not have cumulative voting
rights. Subject to the prior rights of the holders of any series of Class D
common stock that may be issued, holders of Class A common stock are entitled to
receive dividends, when and if declared by the board of directors, out of funds
legally available.

Holders of shares of Class A common stock do not have any preemptive rights or
other rights to subscribe for additional shares, or any conversion rights. Upon
a liquidation, dissolution, or winding up of the affairs of NWB, holders of the
Class A common stock will be entitled to share ratably in the assets available
for distribution to such stockholders after the payment of all liabilities and
after the liquidation preference of any Class D stock outstanding at the time.
There are no sinking fund provisions applicable to the common stock.

Class B common stock, of which there are no shares outstanding as of October 16,
2008 are identical to the Class A common stock except for the $0.01 par value.

Class C common stock, of which there are no shares outstanding as of October 16,
2008 are identical to Class A common stock with respect to distributions or upon
liquidation but are non-voting shares.

Class D common stock, of which there are no shares outstanding as of October 16,
2008, may be issued in one or more series by resolution of the board of
directors to create, define and attach special rights and restrictions to the
Class D Shares of that series, including, but without in any way limiting or
restricting the generality of the foregoing, the rate or amount of dividends,
whether cumulative, non-cumulative or partially cumulative, the dates, places
and currencies of payment thereof, the consideration for, and the terms and
conditions of any purchase for cancellation or redemption thereof, including
redemption after a fixed term or at a premium, conversion or exchange rights,
the terms and conditions of any share purchase plan or sinking fund, the
restrictions respecting payment of dividends on, or the repayment of capital in
respect of any other shares of the Company and voting rights and restrictions.
The ability of the board of directors to set the rights and preferences of the
Class D common stock is limited in that the Class D common stock cannot vote
with the Class A or Class B common stock.

The NWB Articles of Incorporation have no redemption provisions, sinking fund
provisions, liability to further capital calls or any provisions discriminating
against any existing or prospective holder of NWB common stock as a result of
such shareholder owning a substantial number of shares.


                                       19
<PAGE>
Changes to the rights of holders of stock can only be accomplished by the vote
of a majority of the class of common stock entitled vote at a meeting duly
called and held in accordance with the British Columbia Corporations Act. The
NWB Articles of Incorporation impose no conditions more significant than
required by law.

Unless an annual general meeting is deferred or waived in accordance with the
British Columbia Business Corporations Act, NWB must hold its first annual
general meeting on or before February 4, 2006 being within 18 months of the date
of incorporation, and after that must hold an annual general meeting at least
once in each calendar year and not more than 15 months after the last annual
reference date at such time and place as may be determined by the directors.
Extraordinary general meeting may be called from time to time by the board of
directors. The record date for annual and extraordinary meetings shall be not
less than 21 days prior to the meeting date if NWB is a publicly held
corporation, otherwise not less than 10 days and not more than two months prior
to the meeting date if called by the directors or, in the case of a general
meeting requisitioned by shareholders under the Business Corporations Act, by
more than four months.

The quorum for the transaction of business at a meeting of shareholders is two
persons who are, or who represent by proxy, shareholders who, in the aggregate,
hold at least 5% of the issued shares entitled to be voted at the meeting.

The majority of votes required for NWB to pass a special resolution regarding
Special Business at a meeting of shareholders is two-thirds of the votes cast on
the resolution. Special Business is defined by Article 11.1 of the NWB Articles
of Incorporation as all business conducted at a meeting of shareholders that is
not an annual general meeting, except business relating to the conduct of or
voting at the meeting. At an annual meeting of shareholders all business is
special business except:

     (a)  business relating to the conduct of or voting at the meeting;
     (b)  consideration of any financial statements of NWB presented to the
          meeting;
     (c)  consideration of any reports of the directors or auditor;
     (d)  the setting or changing of the number of directors;
     (e)  the election or appointment of directors;
     (f)  the appointment of an auditor;
     (g)  the setting of the remuneration of an auditor;
     (h)  business arising out of a report of the directors not requiring the
          passing of a special resolution or an exceptional resolution;
     (i)  any other business which, under the Articles or the Business
          Corporations Act, may be transacted at a meeting of shareholders
          without prior notice of the business being given to the shareholders.

The NWB Articles of Incorporation and the British Columbia Business Corporation
Act impose no limitations on the rights of non-residents or foreign shareholders
to own NWB common stock or to hold or exercise voting rights of NWB shares.

Except as requiring a vote of the board of directors and the NWB shareholders,
the NWB Articles of Incorporation do not contain any provision that would delay,
defer or prevent a change in control of NWB or that would operate with respect
to a merger, acquisition or corporate restructuring.


                                       20
<PAGE>
The NWB Articles do not state any threshold above which shareholder ownership
must be disclosed.

C.   Material Contracts

As of May 19, 2006, NWB had only entered into one material contract. In
September 2004, Dr. Robert OBrien granted NWB, an exclusive license to use
patents and related technology and research. The assignment provides that in the
event that NWB or its successor companies becomes insolvent, is wound down, or
is unable to carry on business for whatever reason, all rights to the patents
revert to Dr. Robert O'Brien or his heirs. Furthermore, in the event that an
acceptable takeover offer for NWB is received and approved by the board, Dr.
Robert O'Brien agreed to dissolve this agreement and transfer the ownership of
all patents in their entirety as provided for in the takeover offer.

In December 2007, NWB sold all rights to the battery technology to a company
controlled by Dr. Robert O'Brien. In return NWB received 3 million common shares
of NWB that were returned to treasury. As a result of the above transactions,
the single material contract is extinguished and as of Dec 31, 2007 and October
16, 2008, the company has no material contracts in existence.

D.   Exchange Controls

Neither British Columbia nor the Canadian Federal Government have any laws,
decrees, regulations or legislation which may affect the import or export of
capital by NWB or the remittance of dividends, interest or other payments to
non-resident holders of NWB securities except that income tax withholding
described below.

E.   Taxation

Canadian Federal Income Tax Considerations

The following summary of the material Canadian federal income tax consequences
is based upon the provisions of the Income Tax Act of Canada and the regulations
thereunder (the "Tax Act") and the Canada-United States Tax Convention (the "Tax
Convention")) as at the date of this Statement. The summary is restricted to the
case of a holder (a "Holder") of one or more common shares of NWB ("Common
Shares") who for the purposes of the Tax Act is a non-resident of Canada, is a
United States person, holds his Common Shares as capital property and deals at
arm's length with NWB.

Dividends.   A holder will be subject to Canadian withholding tax ("Part XIII
Tax") equal to 25%, or such lower rates as may be applicable, of the gross
amount of any dividend paid or deemed to be paid on his Common Shares. Under the
Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common
Shares paid to a Holder who is a resident of the United States is, if the Holder
is a company that beneficially owns at least 10% of the voting stock of NWB, 5%
and, in any other case, 15% of the gross amount of the dividend. NWB will be
required to withhold the applicable amount of Tax from each dividend paid and
remit it to the Receiver General for Canada for the account of the Holder.


                                       21
<PAGE>
Disposition of Common Shares. A holder who disposes of common shares, including
by deemed disposition on death, will not be subject to Canadian tax on any
capital gain thereby realized unless the common shares constituted "taxable
Canadian property" as defined by the Tax Act. Generally, a common share of a
public corporation will not constitute taxable Canadian property of a Holder
unless he held the common share as capital property used by him carrying on a
business in Canada, or he or persons with whom he did not deal at arm's length
alone or together held or held options to acquire, at any time within the 60
months preceding the disposition, 25% or more of the issued shares of any class
of the capital stock of the company.

A Holder who is a resident of the United States and realizes a capital gain on
disposition of Common Shares that was taxable Canadian property will
nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax
unless (a) more than 50% of the value of the Common Shares is derived from, or
from an interest in, Canadian real estate, including Canadian mineral resources
properties, (b) the Common Shares formed part of the business property of a
permanent establishment that the Holder has or had in Canada within the 12
months preceding disposition, or (c) the Holder (i) was a resident of Canada at
any time within the 10 years immediately preceding the disposition, and for a
total of 120 months during any period of 20 consecutive years, preceding the
disposition, and (ii) owned the Common Shares when he ceased to be resident in
Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on
disposition of Common Shares must include one-half of the capital gain ("taxable
capital gain") in computing his taxable income earned in Canada, subject to the
deduction of certain capital losses that may have been sustained by the Holder.

United States Taxation

For federal income tax purposes, an individual who is a citizen or resident of
the United States or a domestic corporation ("U.S. Taxpayer") will recognize a
gain or loss on the sale of the Company's shares equal to the difference between
the proceeds from such sale and the adjusted tax basis of the shares. The gain
or loss will be a capital gain or capital loss if the Company's shares are a
capital asset in the hands of the U.S. Taxpayer.

For federal income tax purposes, a U.S. Taxpayer will be required to include in
gross income dividends received on the Company's shares. A U.S. Taxpayer who
pays Canadian tax on a dividend on shares will be entitled, subject to certain
limitations, to a credit (or alternatively, a deduction) against federal income
tax liability. A domestic corporation that owns at least 10% of the voting
shares of the Company should consult its tax advisor as to applicability of the
deemed paid foreign tax credit with respect to dividends paid on the Company's
shares.

Under a number of circumstances, a U.S. Taxpayer acquiring shares of the Company
may be required to file an information return with the Internal Revenue Service
Centre where they are required to file their tax returns with a duplicate copy
to the Internal Revenue Service Centre, Philadelphia, PA 19255. In particular,
any United States Taxpayer who becomes the owner, directly or indirectly, of 10%
or more of the shares of the Company will be required to file such a return.
Other filing requirements may apply. Holders and prospective holders should
therefore consult their own tax advisors with respect to their particular
circumstances and the requirements applicable to them.


                                       22
<PAGE>
There may be a possibility of the Company being deemed, for United States tax
purposes, a Foreign Personal Holding Company, a Foreign Investment Company, a
Passive Foreign Investment Company or a Controlled Foreign Corporation. If that
should happen, U.S. Taxpayers holding or selling Company Shares, or receiving
dividends on Company Shares, will be subject to U.S. taxation at possibly
adverse or higher rates and under a system that may be complicated and
unfamiliar to them.

F.   Dividends and paying agents

     NWB has not declared any dividends and does not have any restrictions on
the payment of dividends. NWB does not have any procedures for non-resident
holders to claim dividends and has not identified any financial institutions as
paying agents for dividends.

G.   Statements by Experts

     No statements or reports attributed to a person as an expert is included in
this registration statement.

H.   Documents on display

     Any of the documents referred to above can be viewed at the NWB's
Registered Office, which is located at 11718-232B Street, Maple Ridge BC, Canada
V2X 7Z2. All of the documents referred to above are in English.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

(a)  The Company is not presently involved in borrowing money and does not have
     any dealings in, nor plan to have any dealings in, derivatives or other
     financial instruments, and does not carry on business which makes it
     specifically sensitive to currency exchange variations. If and when the
     Company borrows money it will have to consider the interest rates that
     would then be applicable to it.

(b)  As the Company is only still in a "start-up" mode and has undertaken no
     business activities or the sale of its products or services, it is not in a
     position to do any quantitative analysis of either general risk factors
     applicable to it or risk factors applicable to its potential markets.

(c)  The Company has identified risk factors that are applicable to it, which
     are described in Item 3.D above.


                                     Part II

Item 13. Defaults, Dividend Arrearages and Delinquencies.    None

Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds.    None


                                       23
<PAGE>
Item 15. Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). The Company's disclosure controls
and procedures are designed to provide a reasonable level of assurance of
reaching the Company's desired disclosure control objectives. In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company's
certifying officer has concluded that the Company's disclosure controls and
procedures are effective in reaching that level of assurance.

As of the end of the period of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that
theCompany's disclosure controls and procedures were effective.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.

Item 16A. Audit committee financial expert.

The board of directors has not yet established an audit committee. The functions
of the audit committee are currently performed by the entire board of directors.
As NWB is not listed for trading on any exchange or market requiring an audit
committee, it is under no legal obligation to establish an audit committee and
has elected not to do so at this time. NWB has not done so because of the
Company's limited financial transactions and so as to avoid the time and expense
of identifying independent directors willing to serve on the audit committee.
NWB may establish an audit committee in the future if the board determines it to
be advisable or is otherwise required to do so by applicable law, rule or
regulation. As a result the board of directors does not have an audit committee
financial expert.

Item 16B. Code of Ethics.

NWB has adopted a code of ethics that applies to its chief executive officer,
chief financial officer and other officers, legal counsel and to any person
performing similar functions. NWB has made the code of ethics available and
intends to provide disclosure of any amendments or waivers of the code within
five business days after an amendment or waiver on its website,
www.newworldbatteries.com.


                                       24
<PAGE>

Item 16C. Principal Accountant Fees and Services.

Cinnamon, Jang, Willoughby & Company, Chartered Accountants, are NWB's
independent auditors to examine the financial statements of NWB for the fiscal
year ending December 31, 2007. Cinnamon, Jang, Willoughby & Company, has
performed the following services and has been paid the following fees for these
fiscal years.

Audit Fees

Cinnamon, Jang, Willoughby & Company, was paid aggregate fees of $7,600 for the
fiscal year ended December 31, 2007 and $9,500 for the fiscal year ended
December 31, 2006 for professional services rendered for the audit of the
Company's annual financial statements

Audit -Related Fees

Cinnamon, Jang, Willoughby & Company, was not paid any additional fees for the
fiscal year ended December 31, 2007 and December 31, 2006 for assurance and
related services reasonably related to the performance of the audit or review of
NWB's financial statements.

Tax Fees

Cinnamon, Jang, Willoughby & Company was paid no fees for the fiscal year ended
December 31, 2007 and no fees for the fiscal year ended December 31, 2006 for
professional services rendered for tax compliance, tax advice and tax planning.

Other Fees

Cinnamon, Jang, Willoughby & Company, was paid no other fees for professional
services during the fiscal years ended December 31, 2007 and December 31, 2006.

Item 16D. Exemptions from the Listing Standards for Audit Committees.  NA

Item 16E Purchases of Equity Securities by the Issuer and Affiliated
Purchasers.        None


                                       25
<PAGE>
                          Part III Financial Statements




                            NEW WORLD BATTERIES, INC.
                        (A Development Stage Corporation)

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Loss and Deficit
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements




                          ___________________________




    HLB Cinnamon Jang Willoughby & Company is a member of HLB International.
      A world-wide organization of accounting firms and business advisors.

<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of New World Batteries, Inc. (A Development Stage
Corporation):

     We have audited the accompanying consolidated balance sheets of New World
Batteries, Inc. (A Development Stage Corporation) as at December 31, 2007 and
2006 and for the period of inception (August 30, 2004) to December 31, 2007, and
the related consolidated statements of loss and deficit, stockholders' equity,
and cash flows for the year then ended. These consolidated financial statements
are the responsibility of the company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

     We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. The company has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in these consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, except as stated below, these consolidated financial
statements present fairly, in all material respects, the consolidated financial
position of New World Batteries, Inc. (A Development Stage Corporation) as at
December 31, 2007 and 2006 and for the period of inception (August 30, 2004) to
December 31, 2006, and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting principles in
the United States.

     These consolidated financial statements have been prepared assuming the
company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the company has not been able to generate
significant revenues or positive cash flows from operations to date and has an
accumulated deficit of $217,554 (2006 - $198,805). These conditions raise
substantial doubt about the company's ability to continue as a going concern.
Management's plans to rectify the capital deficiency and losses are outlined in
Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



                                          /s/ Cinnamon Jang Willoughby & Company
                                          --------------------------------------
                                         "Cinnamon Jang Willoughby & Company"
                                          Chartered Accountants


Burnaby, BC, Canada
June 26, 2008


                                      F-2

    HLB Cinnamon Jang Willoughby & Company is a member of HLB International.
      A world-wide organization of accounting firms and business advisors.


<PAGE>
<TABLE>
<CAPTION>

                            NEW WORLD BATTERIES, INC.
                        (A Development Stage Corporation)
                           Consolidated Balance Sheets
                                December 31, 2007


Assets                                                         2007         2006
__________________________________________________________________________________
<S>                                                         <C>          <C>
Current:
    Cash                                                    $  36,414    $ 493,074
    Accounts receivable                                           692           88
    Scientific research investment tax credit recoverable      10,450       10,450
                                                            ---------    ---------
                                                            $  47,556    $ 503,612
                                                            =========    =========


Liability
__________________________________________________________________________________
Current:
    Accounts payable and accrued liabilities                $   6,062    $   9,987
                                                            ---------    ---------


Stockholders' Equity
__________________________________________________________________________________
Capital Stock (Note 5):
    Authorized -
        Unlimited Class A Shares without par
        value Unlimited Class B Shares with
        a par value of $0.01 each Unlimited
        Class C Shares without par value
        Unlimited Class D Shares with a par
        value of $0.01 each
    Issued and Fully Paid -
        7,635,173 Class A Shares                              259,048      692,430
                                                            ---------    ---------

Deficit                                                      (217,554)    (198,805)
                                                            ---------    ---------

                                                               41,494      493,625
                                                            ---------    ---------


                                                            $  47,556    $ 503,612
                                                            =========    =========
</TABLE>




                           - See accompanying notes -

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                            NEW WORLD BATTERIES, INC.
                        (A Development Stage Corporation)
                   Consolidated Statements of Loss and Deficit
                 For the Years Ended December 31, 2007 and 2006

                                                                          Cumulative
                                                                      Since Inception on
                                                                        August 30, 2004
                                                                        to December 31,
                                            2007           2006              2006
                                        -----------    -----------    ------------------
Expenses:
<S>                                     <C>            <C>            <C>
    Advertising and promotion           $        25    $     2,132    $            3,493
    Office and miscellaneous                  1,336          2,205                10,891
    Professional fees                         8,860         18,899                74,003
    Rent                                      1,200          3,600                12,000
    Repairs and maintenance                      --             --                   257
    Research and development (Note 6)            --          4,955                83,587
    Telecommunications                        1,110          1,653                 5,756
    Travel                                      179            408                14,303
    Wages                                     2,123         15,911                26,435
                                        -----------    -----------    ------------------


Loss before other items                      14,834         49,763               230,726
                                        -----------    -----------    ------------------

Other Items:
    Interest and other income                 3,441         14,893                32,284
    Gain (loss) on foreign exchange          (7,356)         1,210               (19,112)
                                        -----------    -----------    ------------------

                                             (3,915)        16,103               (13,172)
                                        -----------    -----------    ------------------


Net Loss                                     18,749         33,660               243,898
Deficit, beginning of year                  198,805        165,145                    --
                                        -----------    -----------    ------------------


Deficit, ending of year                 $   217,554    $   198,805    $          243,898
                                        ===========    ===========    ==================


Weighted average number of shares         8,292,002      8,635,173             8,635,173
                                        ===========    ===========    ==================

Loss per share                          $      0.01    $      0.01    $             0.02
                                        ===========    ===========    ==================
</TABLE>

                           - See accompanying notes -

                                      F-4
<PAGE>



                            NEW WORLD BATTERIES, INC.
                        (A Development Stage Corporation)
                 Consolidated Statements of Stockholders' Equity
                For the Years Ended to December 31, 2007 and 2006


                                  Number
                                of Shares     Amount      Deficit       Total
                                ---------   ---------    ---------    ---------
Balance, December 31, 2004      8,575,173   $ 674,051    $ (90,704)   $ 583,347
Shares Issued (Note 4):
    For Cash -
        Private placement          60,000      18,379           --       18,379
Net Loss                               --          --      (74,441)     (74,441)
                                ---------   ---------    ---------    ---------
Balance December 31, 2005       8,635,173     692,430     (165,145)     527,285
Net Loss                               --          --      (33,660)     (33,660)
                                ---------   ---------    ---------    ---------

Balance, December 31, 2006      8,635,173   $ 692,430    $(198,805)   $ 493,625
Return of Capital (Note 4)             --    (433,381)          --     (433,381)
Shares Issued (Note 4)
  From Treasury                 2,000,000           2           --            2
Shares Cancelled (Note 4)
  From Treasury                (3,000,000)         (3)          --           (3)

Net Loss                               --          --      (18,749)     (18,749)
                                ---------   ---------    ---------    ---------

Balance, December 31, 2007      7,635,173   $ 259,048    $(217,554)   $  41,494
                                =========   =========    =========    =========

                           - See accompanying notes -

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                            NEW WORLD BATTERIES, INC.
                        (A Development Stage Corporation)
                      Consolidated Statement of Cash Flows
                      For the Year Ended December 31, 2007

                                                                                     Cumulative
                                                                                   Since Inception
                                                                                   August 30, 2004
                                                                                   to December 31,
                                                            2007         2006           2006
                                                         ---------    ---------    ---------------
<S>                                                      <C>          <C>          <C>
Operating Activities:
    Net Loss                                             $ (18,749)   $ (33,660)   $      (221,554)
    Changes in non-cash working capital -
        Decrease (Increase) in accounts receivable            (604)         474               (692)
        Decrease (Increase) in scientific research
             investment tax credit recoverable                  --       53,713            (10,450)
        Increase (Decrease) in accounts payable and
             accrued liabilities                            (3,926)      (1,845)             6,061
                                                         ---------    ---------    ---------------

Cash flows provided by  (used in) operating activities     (23,279)      18,682           (226,635)

Investing Activity:
    Disposition of short-term investments                       --      300,602                 --
                                                         ---------    ---------    ---------------

Cash flow (used in) investing activity                          --      300,602                 --

Financing Activity:
    Issuance of capital stock                                   --           --            692,430
    Distribution of return of capital                     (433,381)          --           (433,381)
                                                         ---------    ---------    ---------------

Cash flows provided by (used in) financing activities     (433,381)          --            259,049

Net Increase (decrease) in Cash                           (456,660)     319,284             36,414
Cash and cash equivalents, beginning of year               493,074      173,790                 --
                                                         ---------    ---------    ---------------

Cash, end of year                                        $  36,414    $ 493,074    $        36,414
                                                         =========    =========    ===============
</TABLE>


                           - See accompanying notes -

                                      F-6


<PAGE>
                            NEW WORLD BATTERIES, INC.
                        (A Development Stage Corporation)
                   Notes to Consolidated Financial Statements
                                December 31, 2007


1.   Nature of Operations

     These consolidated financial statements include the accounts of New World
     Batteries, Inc., and its wholly-owned subsidiary 217304 B.C. Ltd. All
     material inter-company balances and transactions have been eliminated. The
     parent company was incorporated on August 30, 2004 pursuant to the laws of
     British Columbia.

     On August 30, 2004 the company completed an acquisition of 100% of the
     shares of 217304 B.C. Ltd. The acquisition was effected through the
     issuance of 1 share of common stock by the company. 217304 B.C. Ltd. is an
     inactive company.

     The consolidated financial statements have been prepared on the basis of a
     going concern, which contemplates the realization of assets and
     satisfaction of liabilities in the normal course of business. New World
     Batteries, Inc. has not generated any revenues to date and losses are
     expected to be incurred during its development. The ability of New World
     Batteries, Inc. to continue as a going concern is dependent on raising
     additional capital, the support of its shareholders and ultimately on
     generating future profitable operations.

                                                  2007                 2006
                                            ---------------     ---------------
     Deficit                                $      (217,554)    $      (198,805)
     Working capital (deficiency)           $        41,495     $       493,625

2.   Significant Accounting Policies:

      These consolidated financial statements have been prepared in accordance
      with generally accepted accounting principles accepted in the United
      States of America applicable to a going concern and reflect the policies
      outlined below. All figures presented in the consolidated financial
      statements are denominated in Canadian dollars.

     a)   Stage of Operations -

          The operations are that of a development stage enterprise that is
          primarily involved in the development of electrochemical technologies
          that improve the available power of certain rechargeable batteries.

     b)   Cash and cash equivalents

          Cash is comprised of cash on hand. Cash equivalents are short-term,
          highly liquid investments with original maturities of less than a year
          and that are readily convertible to known amounts of cash and which
          are subject to an insignificant risk of change in value.


                                      F-7
<PAGE>

                       NEW WORLD BATTERIES, INC. Continued
                        (A Development Stage Corporation)
                   Notes to Consolidated Financial Statements
                                December 31, 2007


2.   Significant Accounting Policies: (Continued)

     d)   Translation of Foreign Currencies -

          Amounts in foreign currencies are translated into Canadian dollars as
          follows:

          i)   Monetary items at the exchange rate prevailing at the end of the
               year;
          ii)  Non-monetary items at the exchange rate prevailing on the date of
               the transaction; and
          iii) Income and expenses at the average annual rate.

     e)   Use of Estimates -

          The preparation of consolidated financial statements in conformity
          with generally accepted accounting principles in the United States of
          America requires management to make estimates and assumptions that
          affect the amounts reported in the consolidated financial statements
          and accompanying disclosures. Although these estimates are based on
          management's knowledge of current events and actions the company may
          undertake in the future, actual results may differ from the estimates.

     f)   Stock Options -

          The company applies the fair value based method of accounting in
          accordance with Financial Accounting Standard No. 123, "Accounting for
          Stock Based Compensation". Stock compensation cost for employees and
          non-employees are recognized based on the fair value of the equity
          instrument at the date services are performed. Deferred compensation
          expense arises when the compensation expense relates to future
          services. Deferred compensation expense is amortized to income over
          the service period which generally reflects the vesting period.

          The fair value of each option granted is estimated on the date of
          grant using the Black-Scholes Option Pricing Model using the following
          assumptions: Expected dividend yield - 0%, risk free interest rate -
          3%, expected lives - 5 years, and volatility 0%. Since the company is
          privately held and not yet listed on a public stock market, the
          volatility has been computed as 0% and the resulting stock
          compensation expense is $Nil.

     g)   Research and Development Expenditures -

          Research and development costs include payroll, materials, and
          equipment cost solely related to research and development activities.
          These costs are expensed as incurred. Investment tax credits relating
          to current and capital research and development expenditures are
          recorded as a reduction of expenses.

     h)   Income Taxes -

          Income taxes are accounted for under the asset and liability method in
          accordance with Financial Accounting Standard No. 109, "Accounting for
          Income Taxes". Deferred tax assets and liabilities are recognized for
          the future tax consequences attributable to differences between the
          financial statement carrying amounts of existing assets and
          liabilities, and their respective tax bases and operating losses, and
          tax credit carry forwards. Deferred tax assets and liabilities are
          measured using substantially enacted tax rates expected to apply to
          taxable income in the years in which those temporary differences are
          expected to be recovered or settled. The effect on deferred tax assets
          and liabilities on a change in tax rates is recognized in income in
          the period that includes the enactment date. Deferred tax assets are
          reduced by a valuation allowance to the extent that the ability to
          recover the asset is not considered to be more likely than not.


                                      F-8
<PAGE>

                       NEW WORLD BATTERIES, INC. Continued
                        (A Development Stage Corporation)
                   Notes to Consolidated Financial Statements
                                December 31, 2007


2.   Significant Accounting Policies: (Continued)

     i)   Loss per Share -

          Basic and diluted net loss per common share is computed based upon the
          weighted average common shares outstanding as defined by Financial
          Accounting Standards No. 128, "Earnings Per Share." Basic loss per
          share includes no dilution and is computed by dividing loss
          attributable to common stockholders by the weighted average number of
          common shares outstanding for the period. Diluted earnings per share
          reflect the potential dilution of securities that could share in the
          earnings (loss) of the Company. The common shares potentially issuable
          on conversion of outstanding warrants were not included in the
          calculation of weighted average number of shares outstanding because
          the effect would be anti-dilutive.

     j)   Recent Accounting Pronouncements

          In September 2006, the FASB issued Statement No. 157, "Fair Value
          Measurements" ("SFAS No. 157"). SFAS No. 157 addresses how companies
          should measure fair value when they are required to use a fair value
          measure for recognition or disclosure purposes under generally
          accepted accounting principles. SFAS No. 157 defines fair value,
          establishes a framework for measuring fair value and expands the
          required disclosures about fair value measurements. SFAS No. 157 is
          effective for fiscal years beginning after November 15, 2007, with
          earlier adoption permitted. Management is assessing the impact of the
          adoption of SFAS No. 157.

          In September 2006, the FASB issued Statement No. 158, "Employers'
          Accounting for Defined Benefit Pension and Other Postretirement Plans"
          ("SFAS No. 158"), an amendment of FASB Statements No. 87, 88, 106 and
          132(R). SFAS No. 158 requires (a) recognition of the funded status
          (measured as the difference between the fair value of the plan assets
          and the benefit obligation) of a benefit plan as an asset or liability
          in the employer's statement of financial position, (b) measurement of
          the funded status as of the employer's fiscal year-end with limited
          exceptions, and (c) recognition of changes in the funded status in the
          year in which the changes occur through comprehensive income. The
          requirement to recognize the funded status of a benefit plan and the
          disclosure requirements are effective as of the end of the fiscal year
          ending after December 15, 2006. The requirement to measure the plan
          assets and benefit obligations as of the date of the employer's fiscal
          year-end statement of financial position is effective for fiscal years
          ending after December 15, 2008. SFAS No. 158 has no current
          applicability to the Company's financial statements.

          In February 2007, the FASB issued Statement No. 159, "The Fair Value
          Option for Financial Assets and Financial Liabilities" ("SFAS No.
          159"), an amendment of FASB Statement No. 115. SFAS No. 159 addresses
          how companies should measure many financial instruments and certain
          other items at fair value. The objective is to mitigate volatility in
          reported earnings caused by measuring related assets and liabilities
          differently without having to apply complex hedge accounting
          provisions. SFAS No. 159 is effective for fiscal years beginning after
          November 15, 2007, with earlier adoption permitted. Management is
          assessing the impact of the adoption of SFAS No. 159.

     k)   Concentration of Credit Risk

          Cash includes deposits at Canadian financial institutions in US and
          Canadian currency which is covered by the Canadian CDI limits and
          therefore the entire cash balance of $36,414 is uninsured. The Company
          has placed its cash in a high credit quality financial institution.

                                      F-9
<PAGE>

                       NEW WORLD BATTERIES, INC. Continued
                        (A Development Stage Corporation)
                   Notes to Consolidated Financial Statements
                                December 31, 2007


2.   Significant Accounting Policies: (Continued)

     l)   Foreign Exchange and Interest Rate Risk -

          The company is exposed to foreign exchange and interest rate risk to
          the extent that the market value rate fluctuations materially differ
          from financial assets and liabilities. Exposure to the rate
          fluctuations is reduced by purchasing short-term investments in
          foreign investments.

3.   Stock Options:

     A stock option plan is established whereby options may be granted to the
     directors, officers and employees.

     As at December 31, 2007 the following stock options are outstanding:
<TABLE>
<CAPTION>
                                                    Number of   Exercise Price   Weighted Average
                                                     Shares      Per Share        Exercise Price
     --------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>               <C>
     Balance, August 30, 2004                         -         $    -            $        --
        Granted during the year                      280,200      0.10 - 0.30            0.11
     --------------------------------------------------------------------------------------------
     Balance, December 31, 2004                      280,200      0.10 - 0.30            0.11
        Granted during the year                      260,000      0.30                   0.30
     --------------------------------------------------------------------------------------------
     Balance, December 31, 2005, 2006 and 2007       540,200      0.10 - 0.30            0.30
     --------------------------------------------------------------------------------------------
</TABLE>

     The following describes outstanding stock options issued September 1, 2004:

     On September 1, 2004 stock options were granted to employees and directors
     to purchase 260,000 shares at the price of $0.10 per share, exercisable up
     to September 1, 2009.

     The following describes outstanding stock options issued November 15, 2004:

     On November 15, 2004 stock options were granted to a director to purchase
     20,200 shares at the price of Cdn $0.30 (US $0.25) per share, exercisable
     up to November 15, 2009.

     The following describes outstanding stock options issued September 1, 2005:

     On September 1, 2005 stock options were granted to employees and directors
     to purchase 260,000 shares at the price of Cdn $0.30 (US $0.25) per share,
     exercisable up to September 1, 2010.


                                      F-10
<PAGE>
                       NEW WORLD BATTERIES, INC. Continued
                        (A Development Stage Corporation)
                   Notes to Consolidated Financial Statements
                                December 31, 2007

4.   Capital Stock:
<TABLE>
<CAPTION>


                                                                  Shares                  $
      -----------------------------------------------------------------------------------------
<S>                                                               <C>                  <C>
      Authorized -
           Unlimited Class "A" Shares without par value
      Issued During 2004 -
           For cash, to set-up company (a)                        4,000,000                   4
           For cash, acquisition of assets (b)                    3,500,000             350,000
           Transfer all issued and outstanding shares of
                217304 B.C. Ltd. (c)                                      1                  --
           For cash, proceeds on private placement (d)            1,075,172             324,047
      -----------------------------------------------------------------------------------------

      Balance, December 31, 2004                                  8,575,173             674,051

      Issued During 2005 -
           For cash, proceeds on private placement (f)               60,000              18,379
      -----------------------------------------------------------------------------------------

      Balance, December 31, 2005 and 2006                         8,635,173             692,430

      Distribution During 2007 -
           Return on Capital                                             --            (433,381)
      -----------------------------------------------------------------------------------------

      Issued During 2007 -
           From treasury (h)                                      2,000,000                   2

      Cancelled During 2007
           Returned to Treasury Stock and Cancelled (j)          (3,000,000)                 (3)

      Balance, December 31, 2007                                  7,635,173             259,048
      =========================================================================================
</TABLE>


During the period ended December 31, 2004, the Company:

     (a)  issued 4,000,000 shares of stock valued in total at $4 to set-up the
          company;

     (b)  issued 3,500,000 shares of stock valued at $350,000 to acquire assets
          of 217304 B.C. Ltd.

     (c)  issued 1 share of stock to transfer all of the issued and outstanding
          shares of 217304 B.C. Ltd. to the company;

     (d)  completed a private placement whereby 1,075,172 shares of stock were
          issued at an average price of $0.30 ($0.25 US) per share;

     (e)  incurred no costs associated with the issuance of the shares; and

During the year ended December 31, 2005, the Company:

     (f)  completed a private placement whereby 60,000 shares of stock were
          issued at an average price of $0.30 ($0.25 US) per share.

During the year ended December 31, 2007, the Company:

     (g)  distributed $433,380 for the return on capital to its shareholders.

     (h)  issued 2,000,000 treasury shares

     (i)  returned 3,000,000 shares issued to treasury

                                      F-11

<PAGE>


                      NEW WORLD BATTERIES, INC. Continued
                        (A Development Stage Corporation)
                   Notes to Consolidated Financial Statements
                                December 31, 2007

5.   Research and Development:

                                                     2007           2006
                                                   --------       --------
                     Labour                        $     --       $ 14,325
                     Miscellaneous                       --            220
                     Patents                             --            165
                     Research                            --            215
                     Testing                             --            480
                                                   --------       --------
                                                         --         15,405
     Less:  Investment tax credit                        --        (10,450)
                                                   --------       --------

                                                   $     --       $  4,955
                                                   ======         ========

6.   Income Taxes:

     A reconciliation of current income taxes at statutory rates with the
reported taxes is as follows:

                                                         2007         2006
                                                       --------     --------
     Statutory rates                                         34%          34%

     Income tax recovery computed at statutory rates   $ (6,397)    $(11,485)
     Expenditure SR&ED                                       --        9,212
     Other non-deductible expenses                           --           44
     Increase (decrease) in valuation allowance           6,397        2,228
                                                       --------     --------
     Income tax recovery                               $     --     $     --
                                                       ========     ========

     Details of future income tax assets are as follows:
<TABLE>
<CAPTION>

                                                                    2007       2006
                                                                 --------    --------
<S>                                                              <C>         <C>
     Future tax assets:

     Non-capital loss carry forwards                             $ 48,873    $ 42,476
     Tax value of share issuance costs in excess of book value         --          --
     Tax value of financing fees in excess of book value               --          --
                                                                 --------    --------
     Total gross future income tax assets                              --          --
     Less valuation allowance                                     (48,873)    (42,476)
                                                                 --------    --------

     Net future tax assets                                             --          --
                                                                 ========    ========
</TABLE>

     Estimated taxable income for the period is $nil. Based upon the level of
     historical taxable income, it cannot be reasonably estimated at this time
     if it is more likely than not that the Company will realize the benefits
     from future income tax assets. The estimated taxable temporary difference
     valuation allowance will be adjusted in the period it is determined that it
     is more likely than not that some portion or all of the future tax assets
     will be realized.


                                      F-12
<PAGE>



                      NEW WORLD BATTERIES, INC. Continued
                        (A Development Stage Corporation)
                   Notes to Consolidated Financial Statements
                                December 31, 2007

6.   Income Taxes:

     As at December 31, 2007, the Company has non-capital losses of
     approximately $143,239 (2006 - $124,491) which may be carried forward to
     apply against future years income tax for Canadian income tax purposes,
     subject to final determination by taxation authorities and expiring as
     follows:

                    2009         $  74,194
                    2010            43,766
                    2014             6,531
                    2015             18748
                                 ----------
                                   143,239
                                 ----------

7.   Related Party Transactions:

     The President of the company was paid $1,200 as rent in 2007 (2006 -
     $3,600) for the use of his home office. Also, the Company paid a total of
     $2,123 (2006 - $30,083) in wages to the President of the company.




                                      F-13
<PAGE>


Item 19. Exhibits

1.      Articles of Incorporation (Incorporated by Reference for Registration
Statement on Form 20-F filed on February 9, 2005

2.      Instrument defining rights of securities holders (See Section 27 of
Articles of Incorporation) (Incorporated by Reference for Registration Statement
on Form 20-F filed on February 9, 2005


4.1  Patent Assignment Agreement (Incorporated by Reference for Registration
     Statement on Form 20-F filed on February 9, 2005

11.  Code of Ethics (Incorporated by Reference for Registration Statement on
     Form 20-F filed on February 9, 2005.

12.1 Rule 13a-14a Certification of Chief Executive Officer

12.2 Rule 13a-14a Certification of Chief Financial Officer

13.1 Rule 13a-14b Certification of Chief Executive Officer

13.2 Rule 13a-14b Certification of Chief Financial Officer



                                   SIGNATURES

 The registrant hereby certifies that it meets all of the requirements for
 filing on Form 20-F and that it has duly caused and authorized the undersigned
 to sign this registration statement on its behalf.



                                                     NEW WORLD BATTERIES, INC.



                                                     /s/ Marcus Weston
                                                     -----------------
                                                     Marcus Weston, President



 Date:   October 27, 2008




                                       26
<PAGE>