"FORWARD-LOOKING" INFORMATION

This report on Form 10-K contains various statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Rule 175 promulgated thereunder, Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder which represent our expectations and beliefs, including, but not limited to, statements concerning the Company's business and financial plans and prospects and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. The words "believe," "expect," "anticipate," "estimate," "project," and other similar expressions can, but not always, identify forward-looking statements, which speak only as of the date such statement was made. We base these forward-looking statements on our current expectations and projections about future events, our assumptions regarding these events and our knowledge of facts at the time the statements are made. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors. Risks and uncertainties that could cause our financial performance to differ materially from our goals, plans, expectations and projections expressed in forward-looking statements include those set forth in our filings with the Securities and Exchange Commission ("SEC"), including Item 1A of the Company's Annual Report of Form 10-K for the year ended April 30, 2022. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. You should consider any forward-looking statements in light of this explanation, and we caution you about relying on forward-looking statements.

The following discussion and analysis should be read in conjunction with the information set forth in the audited financial statements for the years ended April 30, 2022 and April 30, 2021 and footnotes found in the Company's Annual Report on Form 10-K.

RESULTS OF OPERATIONS

For the year ended April 30, 2022, our revenues from continuing operations decreased approximately 5% as compared to the year ended April 30, 2021. We have continued to incur significant expenses and have sustained significant losses.

Revenues-Continuing Operations

Revenues totaled $245,469 in fiscal 2022 compared to revenues of $259,731 in fiscal 2021, primarily due to the COVID-19 pandemic and a simultaneous downturn in the nationwide economy, which affected the utilization and purchases of our mobile apps, history reports and CBD/Wellness products, as well as insufficient funds to support an adequate level of sales, marketing, and advertising. Our Information Technology revenues declined $26,271 or 11% from $245,675 in fiscal 2021 to $219,404 in the current fiscal year. NWHB revenues in the current fiscal year were $26,065 compared to $14,056 in the previous fiscal year. NWHB products revenues increase by 85%. This is primarily due to the COVID 19 impact in previous fiscal year which brought the revenue significantly less.

Net other expenses in fiscal 2022 was $7,721,368 compared with net other expenses of $1,094,584 in fiscal 2021. Net other expenses for the current fiscal year was primarily due to loss in changes in fair value of derivative liabilities.

Cost of Revenue

Cost of revenue consists of costs and fees paid to third parties to construct and maintain mobile apps, as well as fees for subscription services related to vehicle history reports.



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Costs and Expenses-Continuing Operations

General and administrative expenses were $1,199,416 during the year ended April 30, 2022, compared to $1,394,881 during the year ended April 30, 2021, a decrease of $195,465, or 14% primarily due to overall decrease in expense due to non-cash expenses to management and consulting fees paid in year of $464,718 this was offset by the increase in Professional fees of $202,675, these are fees paid to consultants for strategic management and business developments. The Company also incurred $271,138 in research and development costs related to the development of SpartaPayIQ. The following are the major expense categories:



                                                                 Increase
                                   2022            2021         (Decrease)          %
Salaries and related Expenses       577,290         554,780          22,510          4.06 %
Advertising and Marketing            27,888          14,266          13,622         95.49 %
General office Expenses             147,462         140,251           7,211          5.14 %
Legal and Professional Fees         330,265         127,590         202,675        158.85 %
Taxes and Licenses                   17,837           6,023          11,814        196.15 %
SEC related Expenses                 18,316          12,153           6,163         50.71 %
Office Rent                          59,400          70,200         (10,800 )      -15.38 %
Software Development Cost            20,958               -          20,958       -100.00 %
Bad Debts                                 -           4,900          (4,900 )     -100.00 %
Non cash expenses                                   464,718        (464,718 )     -100.00 %
                                  1,199,416       1,394,881



Other (income) expense

Other (income) expense in April 30,2022 is comprised primarily of finance cost $601,279 and loss on value of derivative liabilities $7,132,045 while in fiscal year 2021 comprises of finance cost of $723,003 and loss on value of derivative liabilities $504,599.

Net Loss

Our net loss attributable to common stockholders for the year ended April 30, 2022, increased by $6,687,778 to $8,991,437 from a loss of $2,303,659 for the year ended April 30, 2021. This increase in net loss for the year was primarily due to the increase other expenses as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2022, we had an accumulated deficit of $73,984,687 and a total stockholders' deficit of $20,734,865. We generated a deficit in cash flow from operations of $1,170,621 for the year ended April 30, 2022. This deficit results primarily from our net loss of $8,988,614, partially decreased by noncash loss from change in fair value of derivative liabilities of $7,132,042.

We met our cash requirements during the period through revenue of $245,469 and proceeds from the issuances of convertible and other notes of $302,381, and we sold common stock for proceeds of $890,000.

We do not anticipate incurring significant research and development expenditures, and we do not anticipate the sale or acquisition of any significant property, plant or equipment, during the next twelve months. At April 30, 2022, we had 6 full time employees, one part time employee, and 5 interns. If we fully implement our business plan, we anticipate our employment base may increase during the next twelve months. As we continue to expand, we will incur additional cost for personnel. This potential increase in personnel is dependent upon our generating increased revenues and obtaining sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the potential increase in the number of employees. Our employees are not represented by a union.

While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and potential future cash flow deficits from operations.

We continue to seek additional financing, which may be in the form of senior debt, subordinated debt or equity. We currently have no commitments for financing that are not at the investor's election. There is no guarantee that we will be successful in raising the funds required to support our operations.

We estimate that we will need approximately $1,000,000 in addition to our normal operating cash flow to conduct operations during the next twelve months. However, there can be no assurance that additional private or public financing, including debt or equity financing, will be available as needed, or, if available, on terms favorable to us. Any additional equity financing may be dilutive to stockholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing common or preferred stock. Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. However, if we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition, and we will have to adjust our planned operations and development on a more limited scale.



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The effect of inflation on our revenue and operating results was not significant. Our operations are located in North America and there are no seasonal aspects that would have a material effect on our financial condition or results of operations.

AUDITOR'S OPINION EXPRESSES DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A "GOING CONCERN"

The independent auditors report on our April 30, 2022 and 2021 financial statements included in the Company's Annual Report states that the Company's historical losses and the lack of revenues raise substantial doubts about the Company's ability to continue as a going concern, due to the losses incurred and its lack of significant operations. If we are unable to develop our business, we have to discontinue operations or cease to exist, which would be detrimental to the value of the Company's common stock. We can make no assurances that our business operations will develop and provide us with significant cash to continue operations.

In order to improve the Company's liquidity, the Company's management is actively pursuing additional financing through discussions with investment bankers, financial institutions and private investors. There can be no assurance the Company will be successful in its effort to secure additional financing.

We continue to experience net operating losses. Our ability to continue as a going concern is subject to our ability to develop profitable operations. We are devoting substantially all of our efforts to developing our business and raising capital. Our net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.

Product Research and Development

We do not anticipate incurring significant research and development expenditures during the next twelve months.

Acquisition or Disposition of Plant and Equipment

We do not anticipate the acquisition or sale of any significant property, plant or equipment during the next twelve months.

Number of Employees

From our inception through the period ended April 30, 2022, we have relied on the services of outside consultants for services and currently have six full-time employees, one part-time employee and five interns. In order for us to attract and retain quality personnel, we anticipate we will have to offer competitive salaries to future employees. If we fully implement our business plan, we anticipate our employment base may increase during the next twelve months. As we continue to expand, we will incur additional cost for personnel. This projected increase in personnel is dependent upon our generating revenues and obtaining sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the projected increase in the number of employees.

Inflation

The impact of inflation on our costs and the ability to pass on cost increases to our customers over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on our operations over the past year, and we do not anticipate that inflationary factors will have a significant impact on future operations.



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CRITICAL ACCOUNTING POLICIES

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions, we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our financial statements, we believe the following critical accounting policy involves the most complex, difficult and subjective estimates and judgments.

Revenue Recognition

During the first quarter of 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), using the cumulative-effect method. The new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The adoption did not have an impact in our consolidated financial statements, other than the enhancement of our disclosures related to our revenue-generating activities.

The Company acts as a principal in its revenue transactions as the Company is the primary obligor in the transactions.

Revenues from mobile app products and New World Health Brands products are generally recognized upon delivery. Revenues from History Reports are generally recognized upon delivery / download. Prepayments received from customers before delivery (if any) are recognized as deferred revenue and recognized upon delivery. The Company records deferred revenues when cash payments are received or due in advance of our performance, including amounts which are refundable.

Information Technology:

The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured, and the fees are fixed or determinable. The Company acts as a principal in its revenue transactions as the Company is the primary obligor in the transactions.

Revenues from mobile app products are generally recognized upon delivery. Revenues from History Reports are generally recognized upon delivery / download. Prepayments received from customers before delivery (if any) are recognized as deferred revenue and recognized upon delivery.

New World Health Brands:

Revenues from New World Health Brands products are generally recognized upon delivery.

Stock-Based Compensation

The Company adopted Financial Accounting Standards Board Accounting Standard Codification Topic 718 ("ASC 718-10"), which records compensation expense on a straight-line basis, generally over the explicit service period of three to five years.

ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's Consolidated Statement of Operations. The Company is using the Black-Scholes option-pricing model as its method of valuation for share-based awards. The Company's determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company's stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company's expected stock price volatility over the term of the awards, and certain other market variables such as the risk free interest rate.



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Inventories

The Company's inventories represent finished goods, consist of products available for sale and are accounted for using the first-in, first-out (FIFO) method and valued at the lower of cost or net realizable value. Inventory consists of finished goods for the Company's New World Health Brands business.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for "Accounting for Derivative Instruments and Hedging Activities" ("ASC 815-40").

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when "Accounting for Convertible Securities with Beneficial Conversion Features," as those professional standards pertain to "Certain Convertible Instruments." Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity's control could or require net cash settlement, then the contract shall be classified as an asset or a liability.

Derivative Liabilities

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

RECENT ACCOUNTING PRONOUNCEMENTS

For information regarding recent accounting pronouncements and their effect on the Company, see "Recent Accounting Pronouncements" in Note A of the Notes to Consolidated Financial Statements contained herein.

In March 2018, the FASB issued ASU 2018-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2018-09"). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU 2018-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company adopted this guidance on May 1, 2019 and it did not have an impact on the Company's consolidated financial statements and related disclosures.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Topic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). This amendment prescribes that an entity should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments became effective for the Company's annual and interim reporting periods beginning May 1, 2019. The Company will begin evaluating going concern disclosures based on this guidance upon adoption.



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The FASB issued the following accounting standard updates related to Topic 606, Revenue Contracts with Customers:

? ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU

2014-09") in May 2014. ASU 2014-09 requires entities to recognize revenue

through the application of a five-step model, which includes identification of

the contract, identification of the performance obligations, determination of

the transaction price, allocation of the transaction price to the performance

obligations and recognition of revenue as the entity satisfies the performance

obligations.

? ASU No. 2018-08, Revenue from Contracts with Customers (Topic 606): Principal

versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU

2018-08") in March 2018. ASU 2018-08 does not change the core principle of

revenue recognition in Topic 606 but clarifies the implementation guidance on


  principal versus agent considerations.
? ASU No. 2018-10, Revenue from Contracts with Customers (Topic 606): Identifying

Performance Obligations and Licensing ("ASU 2018-10") in April 2018. ASU

2018-10 does not change the core principle of revenue recognition in Topic 606

but clarifies the implementation guidance on identifying performance

obligations and the licensing implementation guidance, while retaining the


  related principles for those areas.
? ASU No. 2018-11, Revenue Recognition (Topic 605) and Derivatives and Hedging

(Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates

2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2018 EITF

Meeting (SEC Update) ("ASU 2018-11") in May 2018. ASU 2018-11 rescinds SEC

paragraphs pursuant to two SEC Staff Announcements at the March 3, 2018 EITF

meeting. The SEC Staff is rescinding SEC Staff Observer comments that are

codified in Topic 605 and Topic 932, effective upon adoption of Topic 606. ? ASU No. 2018-12, Revenue from Contracts with Customers (Topic 606):

Narrow-Scope Improvements and Practical Expedients in May 2018. ASU 2018-12

does not change the core principle of revenue recognition in Topic 606 but

clarifies the implementation guidance on a few narrow areas and adds some

practical expedients to the guidance.

These ASUs became effective for the Company beginning interim period beginning May 1, 2018. Adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (Topic 842) "Leases." Topic 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases." Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. The Company adopted Topic 842 effective May 1, 2019 using a modified retrospective method and elected not to recognize leases with terms of 12 months or less. Adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Off-Balance Sheet Arrangements

We do not maintain off-balance sheet arrangements, nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.

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