UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 
For the quarterly period ended  May 31,November 30, 2011
  
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________

000-54243
Commission File Number
 
New America Energy Corp.
(Exact name of registrant as specified in its charter)
  
NevadaN/A
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
3651 Lindell Rd, STERd., Ste D#138, Las Vegas, NevadaNV89103
(Address of principal executive offices)(Zip Code)
 
(800) 508-6149
(Registrant’s  telephone number, including area code)
5614C Burbank Road SE, Calgary AB, Canada T2H 1Z4
N/A
(Former name, former address and former fiscal year, if changed since last report)

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.

 
Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 
Yes [  ][X]  No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer[  ]Accelerated filer[  ]
    
Non-accelerated filer[  ]Smaller reporting company[X]
(Do not check if a smaller reporting company)   
 

 
 

 

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

 
Yes [  ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 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 [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

50,900,00051,531,294 common shares outstanding as of July 14,December 23, 2011
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

 
2

 

New America Energy Corp.

TABLE OF CONTENTS

  Page
 PART I – Financial Information 
Item 1.Financial Statements  24
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations  35
Item 3.Quantitative and Qualitative Disclosures About Market Risk  5
Item 4T.4.Controls and Procedures  5
   
 PART II – Other Information 
Item 1.Legal Proceedings  6
Item 1A.Risk Factors  6
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds  6
Item 3.Defaults Upon Senior Securities  7
Item 4.(Removed and Reserved)  7
Item 5.Other Information  7
Item 6.Exhibits  710 
 Signatures  812



 
13

 

PART I – FINANCIAL INFORMATION

Item 1.                  Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the ninethree month period ended May 31,November 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2011.2012.  For further information refer to the financial statements and footnotes thereto included in the Company’sour company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2010.
2011.

 Page
Unaudited Financial Statements 
Balance SheetsF-1
Statements of OperationsF-2
Statements of Cash FlowsF-3
Notes to Financial StatementsF-4 to F-9F-8


 
24

 

NEW AMERICA ENERGY CORP.
(FORMERLY: ATHERON, INC.)
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
(unaudited)As of November 30, 2011 and August 31, 2011

 November 30,  August 31, 
  2011  2011 
 May 31, 2011  August 31, 2010  (unaudited)    
            
ASSETS            
            
Current Assets            
Cash and equivalents $14,741  $-  $549  $19,992 
        
TOTAL ASSETS $14,741  $-  $549  $19,992 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
                
Current Liabilities                
Accounts payable and accrued expenses $8,392  $842  $23,694  $11,209 
Accounts payable – related parties  1,000   -   1,000   1,000 
Loan payable - related parties  -   54,985 
Investor Deposits  75,000   - 
        
Total Liabilities  82,306   55,827   24,694   12,209 
                
Stockholders’ Deficit        
Common Stock, $.001 par value, 75,000,000 shares authorized        
50,150,000 and 53,750,000 shares issued and outstanding at May 31, 2011 and August 31, 2010, respectively  50,150   53,750 
Stockholders’ Equity (Deficit)        
Common Stock, $.001 par value, 75,000,000 shares authorized,51,250,000 and 51,000,000 shares issued and outstanding as at November 30, 2011 and August 31, 2011 respectively  51,250   51,000 
Additional paid-in capital  467,835   (10,750)  822,577   747,827 
Deficit accumulated during the exploration stage  (585,550)  (98,827)  (897,972)  (791,044)
Total stockholders’ equity (deficit)  (67,565)  (55,827)  (24,145)  7,783 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $14,741  $-  $549  $19,992 

See accompanying notes to the interim financial statements

 
F-1

 

NEW AMERICA ENERGY CORP.
(FORMERLY: ATHERON, INC.)
(AN EXPLORATION STAGE COMPANY)
THREE AND NINE MONTHS ENDED MAY 31,STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended November 30, 2011 ANDand 2010
AND CUMULATIVE FROM INCEPTION (MAYPeriod from May 8, 2006)
THROUGH MAY 31,2006 (Inception) to November 30, 2011
(unaudited)

       Period from 
       May 8, 2006 
 Three Months Ended  Nine Months Ended  Cumulative  Three Months Ended  (Inception) to 
 May 31,  May 31,  From  November 30,  November 30, 
 2011  2010  2011  2010  Inception  2011  2010  2011 
                        
REVENUES $-  $-  $-  $-  $-  $-  $-  $- 
                                
EXPENSES:                                
Option mineral properties  75,000   -   435,000   -   435,000 
Impairment of mineral properties  75,000   -   685,000 
Mineral license fees  -   -   3,466 
Professional fees  9,938   2,000   32,073   6,000   130,900   11,972   -   150,668 
Management Fees  7,500       17,500       17,500 
Management fees  7,500   2,500   32,500 
General and administration  983   -   2,150   -   2,150   12,456   287   26,338 
Total expenses  93,421   2,000   486,723   6,000   585,550   106,928   2,787   897,972 
                                
NET LOSS $(93,421) $(2,000) $(486,723) $(6,000) $(585,550) $(106,928) $(2,787) $(897,972)
                                
NET LOSS PER SHARE $(0.00) $(0.00) $(0.00) $(0.00)     $(0.00) $(0.00)    
                                
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED  50,150,000   53,750,000   51,462,821   53,750,000     
WEIGHTEDAVERAGE SHARES OUTSTANDING: BASIC AND DILUTED  51,093,407   53,750,000     

See accompanying notes to the interim financial statements


 
F-2

 

NEW AMERICA ENERGY CORP.
(FORMERLY: ATHERON, INC.)
 (ANAN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
NineThree Months Ended May 31,November 30, 2011 and 2010
 Period from May 8, 2006 (Inception) to May 31,November 30, 2011

    Period From     Period from 
    May 8, 2006     May 8, 2006 
 Nine Months Ended  (Inception) to  Three Months Ended  (Inception) to 
 May 31,  May 31,  November 30  November 30 
 2011  2010  2011  2011  2010  2011 
Cash Flows From Operating Activities                  
Net loss $(486,723) $(6,000) $(585,550) $(106,928) $(2,787) $(897,972)
Shares issued to acquire option on mineral property  300,000   -   300,000 
Impairment on mineral property  75,000   -   685,000 
Accounts payable  6,464   -   7,306   12,485   2,787   25,536 
Cash Flows Used by Operating Activities  (180,259)  (6,000)  (278,244)  (19,443)  -   (187,436)
                        
Cash Flows From Investing Activities            
Purchase of mineral property claims  -   -   (135,000)
Net Cash Used by Investing Activities  -   -   (135,000)
            
Cash Flows From Financing Activities                        
Proceeds from related parties  -   6,000   54,985   -   -   54,985 
Investor deposits  75,000   -   75,000 
Proceeds from sales of common stock  120,000   -   163,000   -   -   268,000 
Cash Flows Provided By Financing Activities  195,000   6,000   292,985   -   -   322,985 
                        
Net Increase In Cash  14,741   -   14,741   (19,443)  -   549 
Cash, beginning of period  -   -   -   19,992   -   - 
Cash, end of period $14,741  $-  $14,741  $549  $-  $549 
                        
Supplemental Cash Flow Information                        
Interest paid                        
Income taxes paid $-  $-  $-  $-  $-  $- 
 $-  $-  $-  $-  $-  $- 
                        
Supplemental non-cash financing activity:                        
Related party loan forgiven as additional paid in capital $(54,985) $-  $(54,985) $-  $-  $(54,985)
Accrued expense forgiven as additional paid in capital  -   -   (842)
Shares issued to acquire option on mineral property  300,000   -   300,000   75,000   -   550,000 
 $245,015   -  $245,015  $75,000   -  $494,173 

See accompanying notes to the interim financial statements


 
F-3

 

NEW AMERICA ENERGY CORP.
(FORMERLY: ATHERON, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31,November 30, 2011

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES

Nature of Business

New America Energy Corp (formerly “Atheron, Inc.”) was incorporated in Nevada on May 8, 2006 as a development stage company, initially developing a technology for ethanol-methanol gasoline. The Company did not progress the development of this technology.

On November 5, 2010, we underwent a change of control and the Company’s newly appointed sole director and majority shareholder approved a name change to New America Energy Corp. and a twenty-five (25) new for one (1) old forward stock split of the Company’s issued and outstanding shares of common stock, such that its issued and outstanding shares of common stock increased from 2,150,000 to 53,750,000. This forward split did not affect the number of the Company’s authorized common shares, which remains at 75,000,000.

On November 16, 2010, the Nevada Secretary of State accepted for filing of the Certificate of Amendment to the Company’s Articles of Incorporation to change our name from Atheron Inc. to New America Energy Corp.

The forward stock split and name change has become effective with the Over-the-Counter Bulletin Board at the opening of trading on December 1, 2010 under the Company’s new symbol “NECA”. Our new CUSIP number is 641872 106.

The effect of the stock split has been recognized retroactively in the stockholders’ equity accounts as of May 8, 2006, the date of our inception, and in all shares and per share data in the financial statements.

On February 3, 2011 we entered into property acquisition agreements with First Liberty Power Corp. (“FLPC”), and GeoXplor Inc.Corp. (“GeoXplor”). Pursuant to the terms of the agreements, we acquired an option, as well as exploration rights, in certain unpatented mining claims located in Southern Utah which we refer to the “Uravan Property”.    The property was lost during the three month period covered by these financial statements as the Company did not pay the required option payments as they became due.

On May 31, 2011, we entered into a property acquisition agreement with GeoXplor Corp. Pursuant to the terms of the agreement. Pursuant to the terms of the agreement we acquired an option, as well as exploration rights, in certain unpatented mining claims located in Clayton Valley, Nye County, Nevada. Subsequently, on October 27, 2011, we entered into an amended property acquisition agreement whereby we acquired additional claims.

As a result of these agreements, the Company will be focused exclusively on the acquisition and development of mineral resource properties.

Exploration Stage Company

The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 915, Development Stage Entities. The Company's principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

BasisUse of PresentationEstimates

Certain information and footnote disclosures normally included in annualThe preparation of financial statements prepared in accordanceconformity with generally accepted accounting principles have been condensed or omitted. We believe that the disclosures are adequaterequires management to make estimates and assumptions that affect the financial information presented not misleading. These condensed financial statements should be read in conjunction withreported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the auditeddate the financial statements and the notes thereto forreported amount of revenues and expenses during the year ended August 31, 2010. All adjustments were of a normal recurring nature unless otherwise disclosed. In the opinion of management, all adjustments necessary for a fair statement of thereporting period.  Actual results of operations for the interim period have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year.could differ from those estimates.

 
F-4

 

NEW AMERICA ENERGY CORP.
(FORMERLY: ATHERON, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31,November 30, 2011

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

We consider all highly liquid investments with maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

New America Energy Corp’s financial instruments consist of cash and cash equivalents and a loan payable to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Mineral Properties Costs

Mineral exploration and development costs are accounted for using the successful efforts method of accounting.

Property acquisition costs - Mineral property acquisition costs are capitalized as mineral exploration properties.  Upon achievement of all conditions necessary for reserves to be classified as proved, the associated acquisition costs are reclassified to provedprove properties

Exploration costs - Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are expensed as incurred.

Impairment of Mineral Properties

Unproved mineral properties are periodically assessed at each reporting period for impairment of value, and a loss is recognized at the time of the impairment by providing an impairment allowance.  An asset would be impaired if the undiscounted cash flows were less than its carrying value.  Impairments are measured by the amount by which the carrying value exceeds its fair value.  Because the Company uses the successful efforts method, the Company assesses its properties individually for impairment, instead of on an aggregate pool of costs.   Unproved properties are evaluated periodically for impairment.  Impairment of unproved properties is based on the facts and circumstances surrounding each lease and is recognized based on management’s evaluation.  Management’s evaluation follows a two-step process where (1) recoverability of the carrying value of the asset is reviewed  to determine if there is sufficient value recoverable to support the capitalized value at the report date; and, (2) If assets fail the recoverability test, impairment testing is conducted, including the evaluation of  various criteria such as:  prior history of successful operations; production currently in place and/or future projected cash flows (if any); reserve reports or evaluations from which may include exploratory experience, expiration of leasehold,management can prepare  future cash flow analyses; the Company’s ability to monetize the asset(s) under evaluation; and, management'sManagement’s intent regarding future development.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

 
F-5

 

NEW AMERICA ENERGY CORP.
(FORMERLY: ATHERON, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31,November 30, 2011

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 – RELATED PARTY TRANSACTIONSLIQUIDITY AND GOING CONCERN
We have negative working capital, and have incurred losses since inception, and have not yet generated revenues.  As we are in the exploration stage with our recently acquired mineral claims we do not expect to generate revenues for some period of time, if ever.  These factors create substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

The Company had received loans totaling $46,985 for working capital from a shareholder and officer of the Company.  The loans were unsecured, non-interest bearing and due upon demand.  On November 5, 2010, the loans owed to a related party were forgiven and were recorded as additional paid-in-capital.

On November 1, 2010, the Company entered into a three-year consulting agreement with the Company’s sole director. Under the terms of the agreement, the consultant is paid $2,500 a month, payable on the 1st of each month, pursuant to the services to be rendered by the consultant.  During the nine month period ended May 31, 2011, the Company made cash payments of $17,500 to the consultant.

On December 23, 2010, the Company’s sole director cancelled and returned to treasury 5,000,000 post-split common shares.

During the nine month period ended May 31, 2011, the Company’s sole director paid $1,000 for operating expenses on behalf of the Company.  This amount remains outstanding as at May 31, 2011 and is reflected in the financial statements under accounts payable – related parties.

NOTE 3 – MINERAL PROPERTY RIGHTS

A) Van-UrUravan Agreement

On February 3, 2011 we entered into and closed property acquisition agreements with First Liberty Power Corp. (“FLPC”), and GeoXplor Inc. (“GeoXplor”). Pursuant to the terms of the agreements, we acquired an option, as well as exploration rights, in certain unpatented mining claims located in Southern Utah which we refer to the “Uravan Property”.  Pursuant to the terms of the agreements, we agreed to provide the following payments and other consideration to the two parties:

To FLPC:

·  $10,000 on the execution of the agreement; $33,333 within 120 days of the execution of the agreement; $33,333 within 240 days of the execution of the agreement; and $33,334 within 360 days of the execution of the agreement;
·  500,000 shares of our common stock (already issued); and
·  A 0.5% net smelter royalty on all net revenue derived from production from the Uravan Property.

F-6


NEW AMERICA ENERGY CORP
(FORMERLY: ATHERON, INC)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2011

NOTE 3 – MINERAL PROPERTY RIGHTS (continued)
Van-Ur Agreement (continued)

To GeoXplor:

·  
$50,000 on February 28, 2011; $50,000 on May 31, 2011; $100,000 on the 1st year anniversary of the agreement;
·  
 $100,000 on the 2nd year anniversary of the agreement; $100,000 on the 3rd year anniversary of the agreement; and
·  
$100,000 on the 4th year anniversary of the agreement;
·  500,000 shares of our common stock on execution of the agreement (already issued); 250,000 shares of our common stock on or before the date one year from the date of the agreement; 250,000 shares of our common stock on or before the date two years from the date of the agreement; and 250,000 shares of our common stock on or before the date three years from the date of the agreement; and
·  A 2.5% net smelter royalty on all net revenue derived from production from the Uravan Property.

If we are unableThe Company failed to make any of the share issuances or payments under the agreements with GeoXplor and FLPC, the property rights would revert to FLPC who would be responsible for payments to GeoXplor.

During the nine month period ended May 31, 2011, the Company made cash payments in the amount of $10,000, and issued 500,000 shares of common stock to FLPC and  made cash payments in the amount of $50,000 and issued 500,000 shares of common stock to GeoXplor. The issuance of 1,000,000 shares of common stock was valued at the market value of the stock on the issuance date.

The payment of $33,333 due to the Company on June 3, 2011 and the payment of $50,000 due to GeoXplor on May 31, 2011 pursuant to the Van-Ur Agreement and the further option to New America were not paidrequired as due. The parties to the agreement have verbally agreed to extend the payment due dates by 120 days and are currently reviewing the extension agreement which is expected to be executed prior to the end of July, 2011. Under the terms of the extension date, the option agreement during the 120 extension period GeoXplor has the right to solicitterminated and accept offers by other parties on the property, in which case the Option Agreement will be terminated the Company will not have any furtherlost all rights orand interest in and to the property.

At May 31, 2011, the Company recorded $360,000 as an impairment of mineral properties as no proven or probable reserves have yet been determined.Uravan claims.

B) Clayton Valley Agreement

On May 31, 2011, entered into a property acquisition agreement with GeoXplor Corp. Pursuant to the terms of the agreement, we acquired an option, as well as exploration rights, in certain unpatented mining claims located in Clayton Valley, Nye County, Nevada. Subsequently on October 27, 2011, we entered into an amended property acquisition agreement whereby we acquired additional claims. We agreed to provide the following payments and other consideration to GeoXplor:

·$75,000 on May 31, 2011 ;2011;
·$100,000 on May 31, 2012;

·$100,000 on May 31, 2013;
·$100,000 on May 31, 2014;

·500,000 shares of our common stock on execution of the agreement;
·250,000 shares of our common stock on execution of the amended agreement;
500,000 shares of our common stock on or before the date one year from the date of the agreement;

·500,000 shares of our common stock on or before the date two years from the date of the agreement; and
·500,000 shares of our common stock on or before the date three years from the date of the agreement; and

·A 3.0% net smelter royalty on all net revenue derived from production from the Nye County Property.

 
F-7F-6

 

NEW AMERICA ENERGY CORP
(FORMERLY: ATHERON, INC)CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31,November 30, 2011

NOTE 3 – MINERAL PROPERTY RIGHTS (continued)

B) Clayton Valley Agreement (continued)

We have also committed to a 4 year work program of no less than $1,000,000 with $100,000 to be spent in the first year, $200,000 during the second year, $300,000 during the third year and $400,000 during the fourth year.

If we are unable to make any of the share issuances or payments under the agreements with GeoXplor, the property rights would revert to GeoXplor.

During the nine monththree months period ended May 31,November 30, 2011, the Company made cash payments inissued 250,000 shares of common stock to GeoXplor on execution of the amountamended agreement. The issuance of $75,000 to GeoXplor.250,000 shares of common stock was valued at the market value of the stock on the issuance date. At May 31,November 30, 2011, the Company recorded 75,000$75,000 as an impairment of mineral properties as no proven or probable reserves have yet been determined.

On the transaction date the Company capitalized the entire amount as option costs – mineral properties. At the close of the year ended November 30, 2011, the Company evaluated the recoverability of the amounts paid for the option and determined to impair the $75,000 in full, as the Company is currently in the prospecting phase, with no proven or probable reserves having yet been determined.

NOTE 4 – LIQUIDITY AND GOING CONCERNRELATED PARTY TRANSACTIONS

We have negative working capital, and have incurred losses since inception, and have not yet generated revenues.  As we are inOn November 1, 2010, the exploration stageCompany entered into a three-year consulting agreement with our recently acquired mineral claims we do not expect to generate revenues for some period of time, if ever..  These factors create substantial doubt about the Company’s abilitysole director. Under the terms of the agreement, the consultant is paid $2,500 a month, payable on the 1st of each month, pursuant to continue as a going concern.  The financial statements do not include any adjustment that mightthe services to be necessary ifrendered by the consultant.  During the three month periods ended November 30, 2011, the Company is unablemade cash payments of $7,500 to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.consultant.

NOTE 5 – INVESTOR DEPOSITS

On May 13, 2011, the Company received $75,000 from an investor as a private placement subscription for 250,00 shares of common stock at $0.30 per common share. As at May 31, 2011, the  Company had not yet issued the shares pursuant to this private placement, the $75,000 is reflected on the balance sheets as at May 31, 2011 as investor deposits.

NOTE 6 – CAPITAL STOCK

On December 23, 2010, the Company’s sole director cancelled and returned to treasury 5,000,000 shares of common stock.

During the nine monththree months period ended May 31,November 30, 2011, the Company issued 250,000 shares of common stock as follows:

400,000 shares of common stock were issued pursuant to private placements at $0.30 per common share for gross proceeds of $120,000.
1,000,000 shares of common stock were issued pursuant to the mineral property assignment and acquisition agreement and mineral property option agreement. (See Note 33(b) – Mineral property rights - Van-Ur Agreement.Clayton Valley Agreement).

NOTE 6 – FINANCING AGREEMENT

On November 22, 2011, the Company entered into a financing agreement with one non-US investor pursuant to which, the investor will make available of up to $1,000,000 by way of advances until November 22, 2012 (the “Completion Date”) in accordance with the terms of the financing agreement. The Completion Date may be extended for an additional term of up to twelve months at the option of the Company or the investor upon written notice on or before the Completion Date in accordance with the notice provisions of the Financing Agreement. The Company will issue, within ten (10) Banking Days following the date of the receipt by the Company of any advance under the Financing Agreement, common shares of the Company (each a “Share”) at the Share Price. Upon receipt of an advance from the investor under the terms of the Financing Agreement, the Company will issue to the investor that number of shares of the Company at a price equal 90% of the average of the closing price of the Company’s common stock, for the five (5) Banking Days immediately preceding the date of the advance.

 
F-8F-7

 

NEW AMERICA ENERGY CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2011


NOTE 7 - SUBSEQUENT EVENTS

On June 4,The Company has drawn down the amount of $100,000 as at December 1, 2011 the Companyand has issued a total of 500,000281,294 shares of common stock pursuantof the Company at a price of $0.3555 per share in respect to the Clayton Valley Agreement disclosed under Note 3(b) – Mineral Property Rights above.financing agreement.  

On June 24,December 15, 2011, the Company issuedhas drawn down an additional $50,000 and will issue a total of 250,000147,362 shares of common stock pursuantof the Company at a price of $0.377 per share in respect to the private placement disclosed under Note 5 – Investor Deposits above.financing agreement.  The shares have not yet been issued.

The Company has evaluated subsequent events from the date of the balance sheet to the date of this filing and determined there are no other events to be disclosed.

 
F-9F-8

 

ITEMItem 2.                  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONManagement’s Discussion and Analysis of Financial Condition and Results of Operations
 
FORWARD-LOOKING STATEMENTS
 
This quarterly report contains forward-looking statements. These statements relatingrelate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "could", "may", "will", "should", "intends""expect", "expects""plan", "plans""anticipate", "anticipates""believe", "believes""estimate", "estimates", "predicts""predict", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors whichthat may cause our or our industry's actual results, levels of activity, performance or performanceachievements to be materially different from any future results, levels of activity, performance or performanceachievements expressed or implied by these forward-looking statements.

Such factors include, among others, the following:  international, national and local general economic and market conditions;  demographic  changes; the ability of the Company to sustain,  manage or  forecast  its growth;  the ability of the Company to successfully make and integrate acquisitions;  raw material costs and availability;  new product  development and  introduction;  existing  government regulations  and  changes  in,  or  the  failure  to  comply  with,   government regulations;  adverse publicity;  competition; the loss of significant customers or suppliers;  fluctuations  and  difficulty in forecasting  operating  results; changes in business strategy or development  plans;  business  disruptions;  the ability  to attract  and  retain  qualified  personnel;  the  ability to protect technology; and other factors referenced in this and previous filings.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or performance.achievements. Except as required by applicable law andlaws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements.  We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

All dollar amounts stated herein are in US dollars unless otherwise indicated.

The management’s discussion and analysis of our financial condition and results of operations are based upon ourOur unaudited financial statements which have beenare stated in U.S. dollars and are prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America.States. The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements forand the year ended August 31, 2010, along withrelated notes that appear elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the accompanying notes.  common shares in our capital stock.
As used in this quarterly report and unless otherwise indicated, the terms "we", "us", "our", and the "Company" means"our company" mean New America Energy Corp., a Nevada corporation, unless otherwise indicated.
Overview

Overview

We were incorporated as “Atheron, Inc.” in the State of Nevada on May 8, 2006. On November 5, 2010 we underwent a change of control and on November 15, 2010 we changed our name to New America Energy Corp., and began looking for opportunities to acquire exploration stage oil and gas or mineral properties. Also on November 15, 2010 we effected a split of our issued and outstanding common shares on a 25 for 1 basis.  This forward split did not affect the number of our company’s authorized common shares, which remains at 75,000,000.  The forward stock split and name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on December 1, 2010 under the symbol “NECA”. Our CUSIP number is 641872 106.  Our mailing address is 5614C Burbank Road SE, Calgary, Alberta, T2H 1Z43651 Lindell Rd., Ste D#138, Las Vegas, NV 89103 and our telephone number is 800-508-6149.

Previous Business

BeforeOn February 3, 2011 we went through a change of control and business focus, we were engaged in the business of developing a technology for ethanol-methanol gasoline. Since our inception, we had been attempting to raise money to complete our product, but were not been able to secure the funds necessary to do so. As we were unable to raise the capital necessary to develop our business plan, we began a search for other business opportunities of possible benefit to our shareholders.

Current Business

Shortly after changing out business focus to exploration stage properties, we identified an opportunity to acquire the Uravan Property from FLPC and GeoXplor. We entered into the agreementproperty acquisition agreements with the two parties on February 3, 2011.  Our plan was to undertake exploration on the Uravan property, however, due to our inability to raise the funds required to maintain the property payments dueFirst Liberty Power Corp., and GeoXplor Corp. Pursuant to the weak investor demand for Uraniumterms of the agreements, we have negotiatedacquired an extension of 120 days for payments from May 31, 2011 to September 30, 2011 and will re-evaluate the prospect prior to that date to determine whetheroption, as well as exploration rights, in certain unpatented mining claims located in Southern Utah which we want to proceed.  Should we determine not to pursue this prospect, we will lose all right and interestrefer to the property.  We will“Uravan Property”.  The property was lost during the three month period covered by these financial statements as our company did not recover any cash expended or stock issued.pay the required option payments as they became due.

 
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On May 31, 2011, we entered into a property acquisition agreement with GeoXplor Corp. Pursuant to the terms of the agreement we acquired an option, as well as exploration rights, in certain unpatented mining claims located in Clayton Valley, Nye County, Nevada. It isSubsequently, on October 27, 2011, we entered into an amended property acquisition agreement whereby we acquired additional claims.
As a result of these agreements, our intent to concentrate our exploration efforts initiallycompany will be focused exclusively on this property.the acquisition and development of mineral resource properties.
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Current Business
We are an exploration stage company and have not generated any revenues to date. We are in the initial stages of developing our mineral properties, have very limited cash resources and are in need of substantial additional capital to execute our business plan. For these and other reasons, our independent auditors have raised substantial doubt about our ability to continue as a going concern.

Material Changes in Financial Condition

Liquidity & Capital Resources

We are an exploration stage company engaged in the exploration of mineral properties. To date, we have not generated any revenues.

Working Capital
   
At November 30,  2011
($)
  
At August 31, 2011
($)
  
Change between
August 31, 2011 and
November 30 , 2011
($)
 
Current Assets  549   19,992   (19,443)
Current Liabilities  24,694   12,209   12,96548 
Working Capital/(Deficit)  (24,145)  7,783   (31,928)
Cash Flows
  
Three Months Ended November 30, 2011
($)
 
Three Months Ended November 30, 2010
($)
 
Period from Inception
(May 8, 2006) to November 30, 2011
($)
 
Cash Flows from Operating Activities  (19,443)Nil  (187,436)
Cash Flows provided by/(used in) Investing Activities Nil Nil  (135,000)
Cash Flows from Financing Activities Nil Nil  322,985 
Net Increase (Decrease) in Cash During Period  (19,443)Nil  549 
Cash on hand at May 31,November 30, 2011 was $14,741$549 as compared to $nil as of$19,992 at August 31, 2010.2011. Our total liabilities at November 30, 2011 were $82,306 of which $75,000 is related to an investor deposit for a private placement that will be converted to equity immediately upon the issuance of the shares leaving liabilities of $9,932,$24,694 as compared to $55,872 as$12,209 at August 31, 2011.   The increase in payables was due to the fact that our company did not have sufficient funds during the three months ended November 30, 2010.  This significant change was2011 to meet its payment obligations as a result of all loans owed to a related party being forgiven and recorded as additional paid-in-capital, and a private placement in the amount of $120,000 by way of the issuance of 4000,000 shares, 200,000 shares issued on December 23, 2010, and 200,000 shares issued on February 14, 2011.they became due.

On February 3, 2011 pursuant to the option of certain mineral claims, we entered into a contingency liability with First Liberty Power Corp. and GeoXplor in the amount of $150,000, within the next 12 months,2$100,000 payable to First Liberty and $50,000 payable to GeoXplor.  Currently we have a 120 day extension on the payments in default which total $50,000 to GeoXplor as atOn May 31, 2011, and $33,333we extended the option for a further 120 days. On September 30, 2011, our company defaulted on its payment obligations to First Liberty.    WeLiberty and GeoXplor and the option agreement terminated.   There are currently evaluating the prospect to determine whether to terminateno further commitments required by our company on this agreement or to continue and meet the obligations.property.

On May 31, 2011, pursuant to the option of certain mineral claims with GeoXplor, as amended on October 27, 2011, we have a contingent liability of $200,000 within the next 12 month period, of which $100,000 is by way of option payment and $100,000 is required to be spent on exploration activities.
6


In order to meet all of the current commitments and fund operations for the next twelve months the Companyour company estimates it will require a minimum of $500,000. We do not currentlyintend to undertake an exploration program on Clayton Ridge of approximately $100,000 and we have property taxes of $10,000 and have allowed $15,000 for additional claim staking, $15,000 for contingencies and $100,000 for property payments.   We have allocated an additional $259,000 for operations, which may include the fundsacquisition of additional properties as well as general and there is no assurance thatadministrative costs.  Our company believes it will have sufficient funding to meet its ongoing obligations for the fundsnext twelve months.  On November 22, 2011, we entered into a financing agreement with one non-US investor pursuant to which, the investor will make available of up to $1,000,000 by way of advances until the completion date of November 22, 2012.  The completion date may be available if and when required.extended for an additional term of up to twelve months at the option of our company or the investor upon written notice on or before the completion date.

OurWhile we believe we have sufficient funding to meet our next twelve month obligations, our ability to meet our financial liabilities and commitments is primarily dependent upon the continued issuance of equity pursuant to new stockholders, the financing agreement, the ability of the financier to fund our operations as we request drawdowns on the funding, our ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations.  There are no assurances that we will be able to obtain required funds for our continued operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.  If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further short and long-term financing, achieving success in the commercializing of our Product, and achieving a profitable level of operations.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholder. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
 
4


Material Changes in Results of Operations

Results of Operations for the Three Months Ended November 30, 2011 and 2010
Our operating results for the three month periods ended November 30, 2011 and 2010 and from inception to November 30, 2011 are summarized as follows:
  
Three Month Period Ended
November 30, 2011
  
Three Month Period Ended
November 30, 2010
  
From Inception to
November 30, 2011
 
Revenue $Nil  $Nil  $Nil 
Impairment of mineral properties $75,000  $Nil  $685,000 
Professional fees $11,972  $Nil  $150,668 
Management fees $7,500  $2,500  $32,500 
General and administration $12,456  $287  $26,338 
Net loss $(106,928) $(2,787) $(897,972)
We have recently changed our business plan with the change in control of the Companyour company and the option of certain mineral claims on which we intend to commence exploration activities. We do not have any revenues and have not had any revenue since inception on May 8, 2006.

Due to this change in business, we have a net loss of ($486,723)106,928) for the ninethree month period ended May 31,November 30, 2011 as compared to a net loss of ($6,000)2,787) for the nine monthsame period ended May 31,November 30, 2010. This loss is mainly comprised of the amount of $435,000$75,000 for impairment of our mineral claims. For the comparable period in 2010 we did not have any mineral claims. Due to increased operations we had an increase in professional fees from $6,000 (2010)$Nil (November 30, 2010) to $32,073 (2011)$11,972 (November 30, 2011) and a consulting contract with our sole director for $2,500 per month resulting in an expense of $17,500$7,500 in management fees (2011) as compared to no expense for management fees (2010).

For the three months ending May 31, 2011, our net loss was ($93,421)  as compared to ( $2,000) for the three months ending May 31, 2010 with revenuesended November 30, 2011 as compared to $2,500 for management fees (November 30, 2010) and we had an increase in general and administrative fees from $287 (November 30, 2010) to $12,456 (November 30, 2011).  The increases in operational expenses are the result of $nil.the change in business of our company and the fact that our company is actively pursuing its business plan to commence exploration activities.

Off- Balance
7

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The Company presently does not have any off-balance sheet arrangements.

Going Concern

In their audit report relating todiscussion and analysis of our financial condition and results of operations are based upon our financial statements, forwhich have been prepared in accordance with the period ended August 31, 2010,accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our independent accountants indicatedfinancial statements is critical to an understanding of our financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that there are aaffect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
Basic Loss Per Share
Basic loss per share has been calculated based on the weighted average number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our lackshares of revenue resulting in a net loss position and insufficient funds to meet our business objectives. All of these factors continue to exist and raise doubt about our status as a going concern.

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations overoutstanding during the next twelve months.period.

ITEMItem 3.                 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

ITEMItem 4.                 CONTROLS AND PROCEDURESControls and Procedures

Management’s Report on Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of ourmaintain disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2011.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Rick Walchuk.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of May 31, 2011, our disclosure controls and procedures are effective.  There have been no changes in our internal controls over financial reporting during the quarter ended May 31, 2011.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act areof 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC'sSecurities and Exchange Commission's rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officerchief executive officer and Chief Financial Officer,chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

Limitations onAs of the Effectivenessend of Internal Controls

Our management does not expect thatour quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures orprocedures. Based on the foregoing, our internal control overchief executive officer and chief financial reporting will necessarily prevent all fraudofficer (our principal executive officer, principal financial officer and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and
5


our Chief Executive Officer and Chief Financial Officerprinciple accounting officer) concluded that our disclosure controls and procedures arewere not effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Becauseas of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management overrideend of the internal control. The design of any system of controls also is basedperiod covered by this quarterly report.
Changes in part upon certain assumptions aboutInternal Control over Financial Reporting
During the likelihood of future events, andperiod covered by this report, there can bewere no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes  in conditions,our internal controls over financial reporting that have materially affected, or the degree of compliance with the policies or procedures may deteriorate.are reasonably likely to materially affect, our internal control over financial reporting.
8


PART II – OTHER INFORMATION

ITEMItem 1.                 LEGAL PROCEEDINGSLegal Proceedings

NoneWe know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

ITEMItem 1A.              RISK FACTORSRisk Factors

A smallerAs a “smaller reporting company iscompany”, we are not required to provide the information required by this Item.

ITEMItem 2.                 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use of Proceeds

On June 4,December 22, 2011 the Company issued a total of 500,000281,294 Regulation S restricted shares of common stock to GeoXplor Corp. pursuant to a property acquisition agreement.
The above described shares were issued without a prospectus pursuant to Section 4(2) offinancing agreement between the Securities Act.
Our reliance uponCompany and an investor whereby the exemptionCompany drew down $100,000 under Section 4(2) of the Securities Act of 1933 was based on the fact that the issuance of these shares did not involve a “public offering.” Each offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." The investors negotiated the terms of the transactions directly with our executive officers. No general solicitation was used, no commission or other remuneration was paid in connection with these transactions, and no underwriter participated. Based on an analysis of the above factors, these transactions were effected in reliance on the exemption from registration provided in Section 4(2) of the Securities Act for transactions not involving any public offering.agreement.
 
On May 13, 2011, the Company received $75,000 by way of private placement.   On June 24, 2011 the  Company issued a total of 250,000 shares of common stock at $0.30 per common share.

The 250,000281,284 shares were subscribed for with the exemption from the registration requirements found in Regulation S promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933.  The offer and sale to the purchaser was made in an offshore transaction as defined by Rule 902(h).  No directed selling efforts were made in the U.S. as defined in Rule 902(c).  The offer and sale to the purchaser was not made to a U.S. person or for the account or benefit of a U.S. person.  The following conditions were present in the offer and sale:  a) The purchaser of the securities certified that it is not a U.S. person and did not acquire the shares for the account or benefit of any U.S. person; b) The purchaser has agreed to resell the securities only in compliance with Regulation S pursuant to a registration under the Securities Act, or pursuant to an applicable exemption from registration; and has agreed not to engage in hedging transactions with regard to the securities unless in compliance with the Securities Act; c) The purchaser has acknowledged and agreed with the Company that the Company shall refuse registration of any transfer of the securities unless made in accordance with Regulation S, pursuant to a registration statement under the Securities Act, or pursuant to an applicable exemption from registration and; d) The purchaser has represented that it is acquiring the shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the shares in violation of the United States federal securities laws. Neither the Company nor any person acting on its behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom.  No commissions or finder’s fees were paid by the Company in connection with the issuance of these shares.

 
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ITEMItem 3.                 DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities

None.

ITEMItem 4.                  (REMOVED AND RESERVED)(Removed and Reserved)

ITEMItem 5.                 OTHER INFORMATIONOther Information

None.

9

ITEMItem 6.                  EXHIBITSExhibits

Exhibit NumberDescription
 Articles of Incorporation and Bylaws
3.1Articles of Incorporation, as amendedIncorporated (Incorporated by reference to the Registration Statement on Form SB-2 filed on October 25, 2006.2006)
3.1 (i)3.2Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on November 15, 2010Incorporated (Incorporated by reference to the Current Report on Form 8-K filed on November 16, 2010.2010)
3.23.3Bylaws, as amendedIncorporated (Incorporated by reference to the Registration Statement on Form SB-2 filed on October 25, 2006.2006)
(10)Material Contracts
10.1Release entered into by Susanna HilarioIncorporated with our company dated November 5, 2010 (Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2010.2010)
10.2Release entered into by Rey V. SuperaIncorporated with our company dated November 5, 2010 (Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2010.2010)
10.3Share Cancellation Agreement withbetween Rick Walchuk and our company dated December 23, 2010Incorporated (Incorporated by reference to the Current Report on Form 8-K filed on January 19, 20112011)
10.4Consulting Agreement withbetween Rick Walchuk and our company dated January 14, 2011Incorporated (Incorporated by reference to the Current Report on Form 8-K filed on January 19, 20112011)
10.5Property assignmentoption agreement between GeoXplor and acquisition agreement,our company dated February 3,effective May 31, 2011Incorporated (Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.June 7, 2011)
10.6Property option agreement dated February 3, 2011IncorporatedExtension Agreement between First Liberty Power Corp., GeoXplor Corp. and our company (Incorporated by reference to the Current Report on Form 8-K filed on FebruaryAugust 4, 2011.2011)
10.7Amended Property option agreementPurchase Agreement between GeoXplor Corp. and the Companyour company dated effective May 31,October 27, 2011Incorporated (Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.October 31, 2011)
10.10Form of Financing Agreement (Incorporated by reference to the Current Report on Form 8-K filed on November 25, 2011)
(31)*Rule 13a-14(a)/15d-14(a) Certifications
31.1Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 ofCertification Pursuant to the Sarbanes-Oxley Act of 2002Filed Herewith of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
31.2(32)*
Section 1350 Certifications
32.1Section 906 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed Herewith
32.1Certification of ChiefPrincipal Executive Officer, and ChiefPrincipal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed Herewithand Principal Accounting Officer

 
710


 Exhibit NumberDescription
101**Interactive Data File
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
*      Filed herewith.
**Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

11

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


  NEW AMERICA ENERGY CORP.
    
Date:July14,December  23, 2011By:/s/ Rick Walchuk
  Name:Rick Walchuk
  Title:
Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial and Principal Accounting Officer, DirectorOfficer)


 
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