X0202 3 2006-09-15 0 0000799426 NEW WORLD BRANDS INC OTCBB:NWBD 0001376320 Tran Duy C/O NEW WORLD BRANDS, INC. 340 WEST FIFTH AVENUE EUGENE OR 97401 1 1 0 0 Vice President and Secretary Series A Convertible Preferred Stock Common Stock 298673634 I By Qualmax Inc. The Series A Convertible Preferred Stock ("Preferred Stock") was issued to Qualmax, Inc. ("Qualmax") in consideration for the sale of Qualmax's assets to the Issuer. The Preferred Stock is automatically convertible into 298,673,634 shares of common stock of the Issuer ("Common Stock") upon the filing by the Issuer of an Amended and Restated Certificate of Incorporation which increases the authorized number of shares of Common Stock in an amount at least sufficient for the conversion of all of the outstanding Preferred Stock. The automatic conversion of the Preferred Stock into Common Stock may or may not occur within 60 days. The number of shares reported represent the gross beneficial ownership of Qualmax in the equity securities of the Issuer. The Reporting Person is the controlling shareholder of Microstar Telecommunications Corp., which in turn is a shareholder of Qualmax. The Reporting Person is a Director, and Secretary and Vice President of Qualmax. Pursuant to Instruction 5(b)(iv) to Form 3, the entire amount of the beneficial interest of Qualmax is being reported. The Reporting Person disclaims beneficial ownership of those securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Duy Tran 2006-09-25