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,  20112012
  
[   ]  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

50,900,00052,692,133 common shares outstanding as of July 14, 201110, 2012
(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  314
Item 3.Quantitative and Qualitative Disclosures About Market Risk  518
Item 4T.4.Controls and Procedures  518
   
 PART II – Other Information 
Item 1.Legal Proceedings  619
Item 1A.Risk Factors  619
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds  619
Item 3.Defaults Upon Senior Securities  719
Item 4.(Removed and Reserved)Mine Safety Disclosures  719
Item 5.Other Information  719
Item 6.Exhibits  720
 Signatures  821



 
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 nine month period ended May 31, 20112012 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  5
Statements of OperationsF-2  6
Statements of Cash FlowsF-3  7
Notes to Financial StatementsF-4  8 to F-913


 
24
 

NEW AMERICA ENERGY CORP.
(FORMERLY: ATHERON, INC.)AN EXPLORATION COMPANY)
BALANCE SHEETS
As of May 31, 2012 and August 31, 2011

  May 31,  August 31, 
  
2012
(unaudited)
  2011 
       
ASSETS      
       
Current Assets      
  Cash and cash equivalents $170,237  $19,992 
TOTAL ASSETS $170,237  $19,992 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
         
Current Liabilities        
  Accounts payable $5,662  $11,209 
  Accounts payable – related parties  -   1,000 
Short term loan  200,000   - 
Total Liabilities  205,662   12,209 
         
Stockholders’ Equity        
Common Stock, $.001 par value, 75,000,000 shares  authorized, 51,942,133  and 51,000,000 shares issued and outstanding as at May 31, 2012 and August 31, 2011 respectively  51,942   51,000 
  Additional paid-in capital  1,053,985   747,827 
  Deficit accumulated during the exploration stage  (1,141,352)  (791,044)
       Total stockholders’ equity (deficit)  (35,425)  7,783 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $170,237  $19,992 

See accompanying notes to the interim financial statements
5


NEW AMERICA ENERGY CORP.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETSSTATEMENTS OF OPERATIONS (unaudited)
(unaudited)For the Three and Nine Months Ended May 31, 2012 and 2011
And the Period from May 8, 2006 (Inception) to May 31, 2012

  May 31, 2011  August 31, 2010 
       
ASSETS      
       
Current Assets      
Cash and equivalents $14,741  $- 
         
TOTAL ASSETS $14,741  $- 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
         
Current Liabilities        
Accounts payable and accrued expenses $8,392  $842 
Accounts payable – related parties  1,000   - 
Loan payable - related parties  -   54,985 
Investor Deposits  75,000   - 
         
Total Liabilities  82,306   55,827 
         
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 
Additional paid-in capital  467,835   (10,750)
Deficit accumulated during the exploration stage  (585,550)  (98,827)
       Total stockholders’ equity (deficit)  (67,565)  (55,827)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $14,741  $- 
              Period from 
              May 8, 2006 
  Three Months Ended  Nine Months Ended  (Inception) to 
  May 31,  May 31,  May 31, 
  2012  2011  2012  2011  2012 
REVENUES $-  $-  $-  $-  $- 
                     
OPERATING EXPENSES:                    
Impairment of mineral properties  -   75,000   75,000   435,000   685,000 
Mineral license fees  -   -   -   -   3,466 
Exploration expenses  -   -   104,823   -   104,823 
Professional fees  18,653   9,938   66,669   32,073   205,365 
Management fees  12,000   7,500   28,500   17,500   53,500 
General and administration  22,010   983   54,616   2,150   68,498 
Total operating expenses  52,663   93,421   329,608   486,723   1,120,652 
                     
Loss from operations      (52,663)  (93,421 )  (329,608)  (486,723)  (1,120,652)
Interest expenses  (20,700)  -   (20,700)  -   (20,700)
NET LOSS $(73,363) $(93,421) $(350,308) $(486,723) $(1,141,352)
                     
NET LOSS PER SHARE $(0.00) $(0.00) $(0.01) $(0.01)    
                     
 WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED  51,923,872   50,150,000   51,558,847   51,462,821     

See accompanying notes to the interim financial statements

 
F-16
 

NEW AMERICA ENERGY CORP.
(FORMERLY: ATHERON, INC.)
(AN EXPLORATION STAGE COMPANY)
THREE AND NINE MONTHS ENDED MAYSTATEMENTS OF CASH FLOWS (unaudited)
For the Nine Months Ended May 31, 2011 AND 2010,
AND CUMULATIVE FROM INCEPTION (MAY 8, 2006)
THROUGH MAY 31,2012 and 2011
(unaudited) And the Period from May 8, 2006 (Inception) to May 31, 2012

  Three Months Ended  Nine Months Ended  Cumulative 
  May 31,  May 31,  From 
  2011  2010  2011  2010  Inception 
                
REVENUES $-  $-  $-  $-  $- 
                     
EXPENSES:                    
Option mineral properties  75,000   -   435,000   -   435,000 
Professional fees  9,938   2,000   32,073   6,000   130,900 
Management Fees  7,500       17,500       17,500 
General and administration  983   -   2,150   -   2,150 
Total expenses  93,421   2,000   486,723   6,000   585,550 
                     
NET LOSS $(93,421) $(2,000) $(486,723) $(6,000) $(585,550)
                     
NET LOSS PER SHARE $(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     
     Period from 
     May 8, 2006 
  Nine Months Ended  (Inception) to 
  May 31,  February 29, 
  2012  2011  2012 
Cash Flows From Operating Activities         
Net loss $(350,308) $(486,723) $(1,141,352)
Impairment on mineral property  75,000   435,000   685,000 
Shares issued for consulting services  32,100   -   32,100 
Accrued interest  700   -   700 
Accounts payable  (7,247)  6,464   5,804 
Cash Flows Used by Operating Activities  (249,755)  (45,259)  (417,748)
             
Cash Flows From Investing Activities            
Purchase of mineral property claims  -   (135,000)  (135,000)
Net Cash Used by Investing Activities  -   (135,000)  (135,000)
             
Cash Flows From Financing Activities            
Short term loan  200,000   -   200,000 
Proceeds from related parties  -   -   54,985 
Proceeds from sales of common stock  200,000   195,000   468,000 
Cash Flows Provided By Financing Activities  400,000   195,000   722,985 
             
  Net Increase In Cash  150,245   14,741   170,237 
  Cash, beginning of period  19,992   -   - 
  Cash, end of period $170,237  $14,741  $170,237 
             
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)
Accrued expense forgiven as additional paid in capital  -   -   (842)
Shares issued for consulting services  32,100   -   32,100 
Shares issued to acquire option on mineral property  75,000   300,000   550,000 
  $107,100   245,015  $526,273 

See accompanying notes to the interim financial statements


 
F-27
 

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

     Period From 
     May 8, 2006 
  Nine Months Ended  (Inception) to 
  May 31,  May 31, 
  2011  2010  2011 
Cash Flows From Operating Activities         
Net loss $(486,723) $(6,000) $(585,550)
Shares issued to acquire option on mineral property  300,000   -   300,000 
Accounts payable  6,464   -   7,306 
Cash Flows Used by Operating Activities  (180,259)  (6,000)  (278,244)
             
Cash Flows From Financing Activities            
Proceeds from related parties  -   6,000   54,985 
Investor deposits  75,000   -   75,000 
Proceeds from sales of common stock  120,000   -   163,000 
Cash Flows Provided By Financing Activities  195,000   6,000   292,985 
             
  Net Increase In Cash  14,741   -   14,741 
  Cash, beginning of period  -   -   - 
  Cash, end of period $14,741  $-  $14,741 
             
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)
Shares issued to acquire option on mineral property  300,000   -   300,000 
  $245,015   -  $245,015 

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, 20112012

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES

Nature of Business

New America Energy CorpCorp. (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 as of the date of these financial statements 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 becomebecame 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. (“GeoXplor”). Pursuant to the terms of the agreements,Corp. whereby we acquired an option, as well as exploration rights, in certain unpatented mining claims located in Southern Utah whichcalled the Uravan Property.   On May 31, 2011, we referamended the agreement to extend the “Uravan Property”.payment date for an additional 120 days.  The Company did not pay the required option payments under the agreements and the property was lost on September 30, 2011.

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 beis 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-48
 

NEW AMERICA ENERGY CORP.
(FORMERLY: ATHERON, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 20112012

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’sOur financial instruments consist of cash and cash equivalents and a loan payable to a related party.short term loans. 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 PropertiesProperty 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.properties and assessed quarterly for impairment of value as described below.  Upon achievement of all conditions necessary for reserves to be classified as proved, theproven, associated acquisition costs which have been capitalized are reclassified to proved propertiesproven 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-59
 

NEW AMERICA ENERGY CORP.
(FORMERLY: ATHERON, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 20112012

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 or 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”. PursuantUravan property.  The Company failed to make the payments as required and as of September 30, 2011, the option agreement terminated and the Company lost all rights and interest in and 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 unable 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 paid 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 agreement, during the 120 extension period GeoXplor has the right to solicit and accept offers by other parties on the property, in which case the Option Agreement will be terminated the Company will not have any further rights or interest in 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.

B) Clayton Valley Agreement

On May 31, 2011, we entered into a property acquisition agreement with GeoXplor Corp. Pursuant to the terms of the agreement,agreement; we acquired an option, as well as exploration rights, in certain unpatented mining claims located in Clayton Valley, Nye County, Nevada. We agreedSubsequently on October 27, 2011, we entered into an amended property acquisition agreement which amended and replaced the original agreement. Subsequently on June 20, 2012, we entered into an amended property acquisition agreement which amended and replaced the May 31, 2011 agreement and the October 27, 2011 agreement. Under the amended agreement we amended and extended the terms for payments to provideGeoXplor Corp. in exchange for the following payments and other consideration to GeoXplor:issuance of additional shares:

·●$75,000 on May 31, 2011 ;2011; (paid)
·●$100,00025,000 on May 31,June 22, 2012; (paid)

·●$100,00025,000 on March 4, 2013;
●$150,000 on May 31, 2013;
·●$100,000 on May 31, 2014;

·●500,000 shares of our common stock on execution of the agreement; (previously issued)
·●500,000250,000 shares of our common stock on execution of the amended agreement; (previously issued)
●750,000 shares of our common stock on or before the date one year from the date of the agreement;June 22, 2012 (issued);

·●500,000 shares of our common stock on or before the date two years from the dateEffective Date of the agreement; andOriginal Agreement;
·●500,000 shares of our common stock on or before the date three years from the dateEffective Date of the agreement;Original Agreement; and

·●A 3.0% net smeltervalue royalty on all net revenue derivedproduction of Lithium and other minerals from the Property measured by 3% of the gross proceeds less costs associated with production from the Nye County Property.

 
F-710
 

NEW AMERICA ENERGY CORP
(FORMERLY: ATHERON, INC)CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 20112012

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 month period ended May 31,On November 9, 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, totaling $75,000.  At May 31,November 30, 2011, the Company recorded 75,000the $75,000 as an impairment of mineral properties as no proven or probable reserves have yet been determined.

NOTE 4 – LIQUIDITY AND GOING CONCERN
We have negative working capital,determined 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 ofcurrently in the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/prospecting phase, with no proven 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.

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 notprobable reserves having 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.been determined.

During the nine month period ended May 31, 2012, the Company paid $104,823 to GeoXplor in respect to the gravity survey on the property and recorded as this amount as an exploration expense.

NOTE 4 – COMMITMENT

On January 18, 2012, the Company entered into an agreement with Midsouth Capital Inc. (“Midsouth”), whereby Midsouth was to seek financing for the Company.  Midsouth introduced the Company to Fairhills Capital. Midsouth will receive certain commissions for the financings with Fairhills Capital pursuant to an agreement whereby Midsouth is the Company’s non-exclusive financial advisor, investment banker and placement agent for the purpose of assisting the Company to raise capital.  Pursuant to the Midsouth Agreement, the Company agreed to: (i) issuance of 80,000 shares of the Company’s common stock; (ii) a success fee of 10% of the amount for any capital raised; (iii) 150,000 restricted shares, with piggy back registration rights, of the Company’s common stock per $1,000,000 of capital raised for a period of two years.

Pursuant to our agreement with MidSouth we have issued Midsouth 80,000 shares of our common stock, and paid them a stock fee of 30,000 additional shares of our common stock and a cash fee of $20,000 based on 10% of the initial $200,000 funded by Fairhills.

The Company recorded the amount of $23,423 as professional fees based on the market value of the common stock on the date of execution of the Midsouth Agreement. The amount of $20,000 was recorded as interest expense due to financing costs.

NOTE 5 – RELATED PARTY TRANSACTIONS

On November 1, 2010, the Company entered into a three-year consulting agreement with one of the Company’s directors. 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, 2012, the Company made cash payments of $22,500 to the consultant.

On January 30, 2012, Mr. Alexandros Tsingos, was appointed a director and Secretary of the Company. During the period ended May 31, 2012, Mr. Tsingos invoiced the Company $8,000 which included $6,000 as management fees and $2,000 for expenses. The Company made cash payments to pay these amounts in full.

11

NEW AMERICA ENERGY CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2012

NOTE 6 – FINANCING AGREEMENT

1.  
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. As of the nine month period ended May 31, 2012, the Company has drawn down a total of $200,000 and issued a total of 582,133 shares of common stock to the investor.

2.  On March 28, 2012 we entered into an investment agreement (the “Investment Agreement”) with Fairhills Capital Offshore Ltd., a Cayman Islands exempted company (“Fairhills”). Pursuant to the terms of the Investment Agreement, Fairhills has committed to purchase up to Three Million Dollars ($3,000,000) of our common stock over a period of up to thirty-six (36) months.

On May 1, 2012, we entered into an amendment to the Investment Agreement (the “Amendment”). Pursuant to the Amendment, the purchase price of the shares shall be equal to a discount of Twenty-Five percent (25%) percent from the lowest volume weighted average price during the ten (10) trading days immediately prior to receipt by Fairhills of a put notice (as defined in the Investment Agreement. In connection with the Investment Agreement, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with Fairhills. Pursuant to the Registration Rights Agreement, we are obligated to file a registration statement with the Securities and Exchange Commission (“SEC”) covering Eighteen Million (18,000,000) shares of the common stock underlying the Investment Agreement within 21 days after the closing of the Investment Agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 120 days after the closing of the Investment Agreement and maintain the effectiveness of such registration statement until termination in accordance with the Investment Agreement.

At an assumed purchase price under the Investment Agreement of $0.04595 (equal to 75% of the closing price of our common stock of $0.0612on May 25, 2012), we will be able to receive up to $436,525in gross proceeds, assuming the sale of the entire 9,500,000 Shares being registered hereunder pursuant to the Investment Agreement. At an assumed purchase price of $0.04595 under the Investment Agreement, we would be required to register 55,788,357 additional shares to obtain the balance of $2,563,475 under the Investment Agreement. We are currently authorized to issue 75,000,000 shares of our common stock; however our management intends to request that our shareholders approve an increase in our authorized capital stock. Fairhills has agreed to refrain from holding an amount of shares which would result in Fairhills from owning more than 4.99% of the then-outstanding shares of our common stock at any one time.

At the time the transaction was negotiated between the parties. The price of the stock was substantially higher than the current trading price and based upon same we believed that we would be able to receive the full amount of the financing. However since such time the market value of our common stock has decreased and we do not believe that we will receive the full amount under the Investment Agreement unless there is an increase in the price of our common stock.


12

NEW AMERICA ENERGY CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2012

NOTE 6 – FINANCING AGREEMENT (continued)

On March 28, 2012, we entered into a debt instrument (the “Loan”) with Fairhills whereby Fairhills Capital provided us with a $200,000 loan which is due by September 28, 2012 and carries a 2% annual rate of interest. The note is not convertible into our common stock and we have agreed that we will not use the funds raised in the Fairhills financing to repay this note. The note was secured by 3,333,333 shares of our restricted common stock owned by our director and officer, Rick Walchuk. These shares shall be held in escrow by Fairhills Capital’s counsel and will be forfeited to Fairhills if we default on the note.
The Company paid $20,000 in financing fees in respect to the funds advanced by Fairhills (see Note 4 - Commitment).

NOTE 7 – CAPITAL STOCK

On November 9, 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 the mineral property option agreement. (See Note 33(b) – Mineral property rights -– Van-Ur Agreement.Clayton Valley Agreement).

F-8
On December 1, 2011, the Company drew down$100,000 pursuant to the financing agreement described above in Note 6, and on December 22, 2011 the Company issued a total of 281,294 shares of common stock of the Company at a price of $0.3555 per share.

On December 15, 2011, the Company drew down $50,000 pursuant to the financing agreement described above in Note 6, and on February 3, 2012 the Company issued a total of 147,362 shares of common stock of the Company at a price of $0.377 per share.

On January 18, 2012, the Company issued 80,000 shares of common stock pursuant to the Midsouth Agreement. (See Note 4 – commitment).

On February 22, 2012, the Company drew down $50,000 and issued a total of 153,477 shares of common stock of the Company at a price of $0.377 per share.

On April 25, 2012, the Company issued 30,000 shares of common stock pursuant to the Midsouth Agreement. (See Note 4 – commitment).

NOTE 78 - SUBSEQUENT EVENTS

On June 4, 2011,20, 2012, the Company paid $25,000 in cash and on June 22, 2012 the Company issued a total of 500,000750,000 shares of common stock of the Company to GeoXplor pursuant to the Clayton Valley Agreement disclosed underamended purchase agreement. (See Note 3(b) – Mineral Property Rights above.property rights – Clayton Valley Agreement).

On June 24, 2011,July 5, 2012, we entered into a second amendment of the Company issued a totalinvestment agreement with Fairhills Capital solely to change the wording of 250,000 sharesSection 7.7 of common stock pursuantthe  Investment Agreement: to read  “unless the SEC's concerns have been addressed and Investor is reasonably satisfied that the SEC no longer is considering or intends to take such action”.  The amendment did not have any other implications to the private placement disclosedagreement with Fairhills Capital described above under Note 56(2) – Investor Deposits above.Financing Agreement.

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-913
 

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", “company” 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.

 
3

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. ItSubsequently, on October 27, 2011, we entered into an amended property acquisition agreement whereby we acquired additional claims. On June 20, 2012, we entered into an amended purchase agreement whereby we agreed to further amend and entirely replace the Amended Agreement with the new agreement, which modifies the consideration provided to GeoXplor by us for the Original and New Claims.
As a result of these agreements, our company is our intent to concentrate our exploration efforts initiallyfocused exclusively on this property.the acquisition and development of mineral resource properties.

14
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
   
May 31, 2012
($)
  
August 31, 2011
($)
  
Change between
August 31, 2011 and
 May 31, 2012
($)
 
Current Assets  170,237   19,992   150,245 
Current Liabilities  205,662   12,209   193,453 
Working Capital/(Deficit)  (35,425)  7,783   (43,208)
Cash Flows
  
Nine Months Ended
May 31, 2012
($)
  
Nine Months
Ended
May 31, 2011
 ($)
  
Period from Inception
(May 8, 2006) to
May 31, 2012
($)
 
Cash Flows from Operating Activities  (249,755)  (45,259)  (417,748)
Cash Flows provided by/(used in) Investing Activities Nil   (135,000)  (135,000)
Cash Flows from Financing Activities  400,000   195,000   722,985 
Net Increase (Decrease) in Cash During Period  150,245   14,741   170,237 
Cash on hand at May 31, 20112012 was $14,741$170,237 as compared to $nil as of$19,992 at August 31, 2010.2011. Our total liabilities at May 31, 2012 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,$205,662 as compared to $55,872 as$12,209 at August 30, 2010.  This significant change31, 2011.  The increase in total liabilities was as a result of all loans oweddue to a related party being forgiven and recorded as additional paid-in-capital, and a private placement inloan undertaken by the amount of $120,000 by way ofCompany for operating capital during the issuance of 4000,000 shares, 200,000 shares issued on December 23, 2010, and 200,000 shares issued on February 14, 2011.

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 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 atnine months ended May 31, 2011 and $33,333 to First Liberty.    We are currently evaluating the prospect to determine whether to terminate this agreement or to continue and meet the obligations.2012.

On May 31, 2011 pursuantPursuant to the option of certain mineral claims with GeoXplor entered into on May 31, 2011, which was amended on October 27, 2011 and subsequently was amended on June 20, 2012, we have a contingent liability of $200,000 within the next 12 month period,$300,000 to be expended on or before May 31, 2014, of which $100,000 is by way of option payment and $100,000$200,000 is required to be spent on exploration activities.   We had satisfied our prior commitment to pay $75,000 on May 31, 2011 and expend $100,000 on exploration activities in year one. Our obligation to pay $25,000 to GeoXplor has been met and we are required to expend $175,000 in exploration activities on or before May 31, 2013.

We intend to expend a total of $200,000 on Clayton Ridge property by way of an exploration program on Clayton Ridge of approximately $200,000 and undertake additional costs for staking and property taxes in the amount of $25,000.
In order to meet all of the current commitments and fund operations for the next twelve months, the Companyassuming we undertake exploration activities prior to May 31, 2013, and our company estimates it will require a minimum of $500,000.    $650,000.
15
We dohave allocated our cash requirements for the next twelve months as follows:
·  $25,000 for staking and property taxes on Clayton Ridge;
·  $200,000 for exploration on the Clayton Ridge claims;
·  $200,000 repayment of certain loans;
·  $225,000 for working capital.
Total requirements are estimated to be $650,000 of which we have received $200,000 by way of a loan finalized on March 28, 2012; therefore, we need to raise an additional $450,000 to meet our planned commitments.
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 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. During the nine month period ended May 31, 2012, the Company has drawn down $200,000 against the financing agreement.
Effective March 28, 2012, we entered into a debt instrument with Fairhills Capital Offshore Ltd., whereby Fairhills Capital provided us with a $200,000 loan which is due by September 28, 2012 and carries a 2% annual rate of interest.  The note was secured by 3,333,333 shares of our restricted common stock owned by our director and officer, Rick Walchuk.  These shares shall be held in escrow by Fairhills Capital’s counsel and will be forfeited to Fairhills if we default on the note.  We will still be required to raise additional funds in order to meet our commitments and for working capital, including the commitment to repay the $200,000 under this loan.
Also effective March 28, 2012, we entered into a financing agreement with Fairhills Capital whereby Fairhills Capital will provide for a non-brokered financing arrangement of up to $3,000,000. The financing allows, but does not currentlyrequire us to issue and sell up to the number of shares of common stock having an aggregate purchase price of $3,000,000 to Fairhills Capital. Subject to the terms and conditions of the financing agreement and a registration rights agreement, we may, in our sole discretion, deliver a notice to Fairhills Capital which states the dollar amount which we intend to sell to Fairhills Capital on a certain date. The amount that we shall be entitled to sell to Fairhills Capital shall be equal to two hundred percent (200%) of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable notice date. Fairhills Capital will purchase our common stock valued at a 25% discount from the weighted average price for the five (5) trading days before receives our capital request. The shares that we sell to Fairhills Capital must be registered stock, among other conditions of investment.   We have agreed not to use any of the funds raised under this offering to pay down the $200,000 loan to Fairhills and there iswe will be required to raise additional funds outside of the Fairhills agreement in order to meet that commitment.
There can be no assurance that we will raise any additional funds under the Fairhills agreement or that funds pursuant to the financing agreement entered into on November 22, 2011 will be readily available ifor that we will be able to raise any additional funds to meet our obligations as they become due.
Should we be unable to raise additional capital before September 28, 2012, the loan with Fairhills will be come due and when required.could be placed in default, in which case the pledged shares could be forfeited to Fairhills.   Should this occur the price of our shares may be affected and it may be difficult to raise additional capital.

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, the ability of Fairhills to raise funds under the financing arrangement by the sale of additional equity 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.
 

 
416
 

Material Changes in
Results of Operations

We have recently changed our business plan withFor the change in control ofthree and nine month, periods ended May 31, 2012 as compared to the Companythree and nine month periods ended May 31, 2011:
Our operating results for the option of certain mineral claims on which we intendnine and three month periods ended May 31, 2012 and 2011 and from inception to commence exploration activities.   May 31, 2012 are summarized as follows:
  For the three months ended  For the nine months ended  From Inception 
  May 31,  May 31,  to May 31, 
  2012  2011  2012  2011  2012 
Revenue $-  $-  $-  $-  $- 
Impairment of mineral properties $-  $75,000  $75,000  $435,000  $685,000 
Exploration expenses $-  $-  $104,823  $-  $104,823 
Mineral license fee $-  $-  $-  $-  $3,466 
Professional fees $18,653  $9,938  $66,669  $32,073  $205,365 
Management fees $12,000  $7,500  $28,500  $17,500  $53,500 
General and administration $22,010  $983  $54,616  $2,150  $68,498 
Net operating loss $(52,663) $(93,421) $(329,608) $(486,723) $(1,120,652)
Revenues
We do not have any revenues and have not had any revenue since inception on May 8, 2006.

DueOperating Expenses
For the three months ended May 31, 2012 and 2011, we incurred $52,663 and $93,421, respectively, in total operating expenses, a period-to-period decrease of $44,058, which was mainly due to this changethe amount of $75,000 for impairment of mineral properties for the three months ended May 31, 2011 ($nil during the three months ended May 31, 2012), as offset by $8,715 increase in professional expenses and $21,027 increase in general and administration expenses all relating to the fact that the Company is actively pursuing its business plan in relation to its mining operations.
For the nine months ended May 31, 2012 and 2011, we haveincurred $329,608 and $486,723, respectively, in total operating expenses, a net lossperiod-to-period decrease of ($486,723)$160,415. The decrease in total expense is primarily a result of the decrease of $360,000 on impairment of mineral properties from $435,000 to $75,000, which is offset by an increase of $104,823 on exploration expenses from $Nil to $104,823, an increase of $34,596 in professional fees and $52,466 in general and administration expenses, all relating to the fact that the Company is actively pursuing its business plan in relation to its mining operations.
Management fees for the three and nine months ended May 31, 2012 were $12,000 and $28,500, respectively, compared to $7,500 and $17,500 for the comparable nine months ended May 31, 2011.  This increase is due to the Company’s increase in operations by the appointment of a new officer and director who is investigating other mining prospects.
Professional fees for the three months ended May 31, 2012 increased by $8,715 to $18,653 as compared to $9,938 for the three months ended May 31, 2011and increased by $34,596 to $66,669 for the nine month periodmonths ended May 31, 20112012 as compared to $32,073 for the nine months ended May 31, 2011. The increase is result of legal and professional fees related to services provided with respect to the financing agreement.
Interest expense for the three months ended May 31, 2012 was $20,700. $20,000 was related to certainfinancing costs paid under terms of a loan agreement with Fairhills Capital (See note 6 to the Financial Statements contained herein).. $700 was accrued interest.
17
Net Loss
Our net loss for the three and nine months ended May 31, 2012 was ($73,363) and $(353,308), respectively, as compared to a net loss of ($6,000)$(93,421) and $(486,723), respectively, for the comparable three month and nine month periodperiods ended May 31, 2010.  This loss2011.
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 mainly comprised of the amount of $435,000 for impairmentmaterial to stockholders.
Critical Accounting Policies
The discussion and analysis of our mineral claims. For the comparable period in 2010 we did not have any mineral claims.  Due to increasedfinancial condition and results of operations we had   an increase in professional fees from $6,000 (2010) to $32,073 (2011) and a consulting contract with our sole director for $2,500 per month resulting in an expense of $17,500 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 revenues of $nil.

Off- Balance Sheet Arrangements

The Company presently does not have any off-balance sheet arrangements.

Going Concern

In their audit report relating toare 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
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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.
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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.

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, 2011,There were no unregistered securities to report which were sold or issued by the Company issued a total of 500,000 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) of the Securities Act.
Our reliance upon the exemption under Section 4(2) of the Securities Act of 1933 was based on the fact that the issuanceregistration 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.
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 250,000 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 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in an annual report on Form 10-K, a Quarterly Report on Form 10-Q or an exemption therefrom.  No commissions or finder’s fees were paid by the Company in connection with the issuance of these shares.a Current Report on Form 8-K.

 
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ITEMItem 3.  DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities

None.

ITEMItem 4.  (REMOVED AND RESERVED)Mining Safety Disclosures

None.
ITEMItem 5.  OTHER INFORMATIONOther Information

None.

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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 assignment and acquisition agreement, dated February 3, 2011Incorporated (Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.2011)
10.6Property option agreement between GeoXplor and our company dated February 3,effective May 31, 2011 (Incorporated by reference to the Current Report on Form 8-K filed on June 7, 2011)
10.7Extension Agreement between First Liberty Power Corp., GeoXplor Corp. and our company (Incorporated by reference to the Current Report on Form 8-K filed on August 4, 2011)
10.8Amended Property Purchase Agreement between GeoXplor Corp. and our company dated October 27, 2011 (Incorporated by reference to the Current Report on Form 8-K filed on October 31, 2011)
10.9Form of Financing Agreement (Incorporated by reference to the Current Report on Form 8-K filed on November 25, 2011)
10.10Investment Agreement (Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012)
10.11Registration Rights Agreement (Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012)
10.12First Amendment to the Investment Agreement with Fairhills Capital Ltd. ( Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.April 2, 2012)
10.710.13Property option agreement between GeoXplor and the Company2% Secured Note dated effective May 31, 2011IncorporatedMarch 28, 2012 (Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.April 2, 2012)
10.14Amended Property Purchase Agreement with GeoXplor Corp. and the Company dated June 20, 2012 (Incorporated by reference to the Current Report on Form 8-K on June 20, 2012)
10.15Second Amendment to the Investment Agreement with Fairhills Capital Ltd. (Incorporated by reference to the Form S-1/A  filed on July 6, 2012)
(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 OfficerPrincipal Financial Officer and Principal Accounting Officer
31.2
Certification of Chief Financial 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 2002
of Principal Financial Officer and Principal Accounting Officer
(32)*Filed HerewithSection 1350 Certifications
32.1Section 906 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101**Filed HerewithInteractive 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.

 
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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, 2011July 13, 2012By:/s/ Rick Walchuk
  Name:Rick Walchuk
  Title:
Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director
(Principal Executive Officer, Principal Financial and Principal Accounting Officer, DirectorOfficer)


 
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