New America Energy : Annual Report

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

New America Energy, Corp.

A FloridaCorporation

175 S. Main Street, Suite 1410

Salt Lake City, UT 84111

________________________________

[phone]

www.necaholdings.com

SIC Codes: 321210/238900

Annual Report

For the Period Ending: August 31, 2021

(the "Reporting Period")

As of August 31, 2021, the number of shares outstanding of our Common Stock was:

7,938,541,946

As of May 31, 2021, the number of shares outstanding of our Common Stock was:

5,670,596,606

As of August 31, 2020, the number of shares outstanding of our Common Stock was:

4,731,502,061

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

• "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 1 of 44

Yes: x

No:

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

The current name of the issuer is New America Energy Corp. We were originally incorporated in Nevada as Atheron Inc. 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.

On November 16, 2010, the Nevada Secretary of State accepted for filing 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 became effective with the Over-the-Counter Bulletin Board at the opening of trading on December 1, 2010.

On November 14, 2012, the Nevada Secretary of State accepted for filing an amendment to our articles of incorporation whereby we increased our authorized common shares from 75,000,000 to 800,000,000, pursuant to the approval of our board of directors and majority shareholders as of June 26, 2012.

In September 17, 2013, the Company purchased Title King LLC for 50,000,000 shares of common stock

During the quarter ended August 31, 2021, the authorized shares were increased from 7,000,000,000 to 12,000,000,000.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

As of April 8, 2020, the Company has been incorporated in the State of Florida. The Company is currently in good standing with the Secretary of State of Florida. For the five years prior to that, the Company had been incorporated in the State of Nevada.

On July 12, 2021, the Company purchased Third Bench LLC for the issuance of 511,000 shares of Series A preferred stock, 390,000 shares of Series C Preferred stock and 100,000 shares of Series D Preferred stock

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office: 175 S. Main Street, Suite 1410

Salt Lake City, UT 84111

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 2 of 44

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below: N/A

2)	Security Information
Trading symbol:		NECA
Exact title and class of securities outstanding:	Common Stock
CUSIP:			641872106
Par or stated value:	.00001
Total shares authorized:	12,000,000,000		as of date: 8.31.21
Total shares outstanding:		7,,938,541,946	as of date:.8.31.21
Number of shares in the Public Float2:		7,509,740,146 as of date: 8.31.21
Total number of shareholders of record:	26	as of date: 8.31.21

All additional class(es) of publicly traded securities (if any):

Trading symbol:	N/A
Exact title and class of securities outstanding:	N/A
CUSIP:		N/A
Par or stated value:	N/A
Total shares authorized:	N/A	as of date: 8.31.21
Total shares outstanding:	N/A	as of date: 8.31.21
Transfer Agent
Name:	Empire Stock Transfer
Phone:	[phone]
Email:	[e-mail]
Address: 1859 Whitney Mesa Drive, Henderson NV 89014
Is the Transfer Agent registered under the Exchange Act?3 Yes:	No:

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:

N/A

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

Company issued shares for dividends on their outstanding Series C Preferred stock. The Company acquired Third Bench Holdings LLC on July 12, 2021

• "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.2

• To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 3 of 44

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent period: ☐

Shares Outstanding as of Second Most Recent
Fiscal Year End:			*Right-click the rows below and select "Insert" to add rows as needed.
		Opening Balance
Date 8.31.19	Common: 4,295,258,061
		Preferred: 51
Date of		Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction		type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
		issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
		cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
		shares			share) at	to market	have individual	-OR-
		returned to			Issuance	price at	with voting /	Nature of
		treasury)				the time	investment	Services
						of	control	Provided
						issuance?	disclosed).
						(Yes/No)
4/1/20		Issuance	436,244,000	Common	.0001	Yes	Livingston Asset	3(a)(10)	Unrestricted	Rule 144
							Management	settlement		3(a)(10)
							LLC -Steve
							Hicks
12/30/20		Issuance	425,365,800	Common	.009	Yes	Oscaleta	Conversion of	Restricted	Section
							Partners LLC -	note		4(a)(2)
							Steve Hicks
12/30/20		Issuance	44,680,800	Common	.009	Yes	Livingston Asset	Conversion of	Restricted	Section
							Management	note		4(a)(2)
							LLC -Steve
							Hicks
1/7/21		Issuance	469,047,945	Common	.0037	Yes	Carpathia LLC-	Conversion of	Restricted	Section
							Joseph C.	note		4(a)(2)
							Canouse
7/12/21		Issuance	204,400	Series B	N/A	N/A	David Fair	Consideration	Restricted	Section
				Preferred				for contribution		4(a)(2)
				stock				of assets
7/12/21		Issuance	306,600	Series B	N/A	N/A	Okane	Consideration	Restricted	Section
				Preferred			Enterprises,	for contribution		4(a)(2)
				stock			LLC/ Melissa	of assets
							Handley
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)				Page 4 of 44

7/12/2021	Issuance	29,907	Series C	N/A	N/A	Jahoco/Joseph	Exchange for	Restricted	Section
			Preferred			Canouse	debt		4(a)(2)
			stock
7/12/2021	Issuance	21,851	Series C	N/A	N/A	Machiavelli LTD,	Exchange for	Restricted	Section
			Preferred			LLC/Joseph	debt		4(a)(2)
			stock			Canouse
7/12/2021	Issuance	28,373	Series C	N/A	N/A	Anvil Financial	Exchange for	Restricted	Section
			Preferred			Management/	debt		4(a)(2)
			stock			Jeffrey M
						Canouse
7/12/2021	Issuance	12,406	Series C	N/A	N/A	Carpathia	Exchange for	Restricted	Section
			Preferred			LLC/Joseph	debt		4(a)(2)
			stock			Canouse
7/12/2021	Issuance	107,513	Series C	N/A	N/A	JP Carey	Exchange for	Restricted	Section
			Preferred			Enterprises, Inc.	debt		4(a)(2)
			stock			/Joseph Canouse
7/12/2021	Issuance	8,593	Series C	N/A	N/A	Oscaleta	Exchange for	Restricted	Section
			Preferred			Partners/ Steven	debt		4(a)(2)
			stock			M. Hicks
7/12/2021	Issuance	8,593	Series C	N/A	N/A	Oscaleta	Exchange for	Restricted	Section
			Preferred			Partners, LLC/	debt		4(a)(2)
			stock			Steven M. Hicks
7/12/2021	Issuance	13,755	Series C	N/A	N/A	Livingston Asset	Exchange for	Restricted	Section
			Preferred			Management,	debt		4(a)(2)
			stock			LLC/ Steven M.
						Hicks
7/12/2021	Issuance	167,601	Series C	N/A	N/A	Jeffrey M.	Exchange for	Restricted	Section
			Preferred			Canouse	debt		4(a)(2)
			stock
7/12/2021	Issuance	100,000	Series D	N/A	N/A	Trillium Partners,	Services	Restricted	Section
			Preferred			LP/ Steven M.	provided		4(a)(2)
			stock			Hicks
7/26/21	Issuance	157,097,813	Common	$.0022	Yes	J.P. Limited	Common stock	Restricted	Section
						Partners L.P. /	issued for		4(a)(2)
						Joseph Canouse	dividends on
							preferred stock
8/2/21	Issuance	9,058,913	Common	$.0021	Yes	Livingston Asset	Common stock	Restricted	Section
						Management /	issued for		4(a)(2)
						Steven M Hicks	dividends on
							preferred stock
8/2/21	Issuance	73,513,614	Common	$.0021	Yes	Livingston Asset	Common stock	Restricted	Section
						Management /	issued for		4(a)(2)
						Steven M Hicks	dividends on
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)				Page 5 of 44