[X] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
November 30, 2012
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[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
__________
to
__________
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Yes [X]
No [ ]
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Yes [X]
No [ ]
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Yes [ ]
No [X]
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Yes [ ] No [ ]
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53,312,133 shares of common stock issued and outstanding as of January 10, 2013
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(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
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Page
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PART I – Financial Information
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Item 1.
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4 | |
Item 2.
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5 | |
Item 3.
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10 | |
Item 4.
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10 | |
PART II – Other Information
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Item 1.
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11 | |
Item 1A.
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11 | |
Item 2.
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11 | |
Item 3.
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11 | |
Item 4.
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11 | |
Item 5.
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11 | |
Item 6.
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12 | |
13 |
Period from
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Three Months Ended
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May 8, 2006
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November 30,
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(Inception) to
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2012
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2011
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November 30, 2012
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REVENUES
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$ | - | $ | - | $ | - | ||||||
OPERATING EXPENSES:
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||||||||||||
Impairment of mineral properties
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- | 75,000 | 740,000 | |||||||||
Mineral license fees
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- | - | 3,466 | |||||||||
Exploration expenses
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- | - | 122,848 | |||||||||
Professional fees
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25,052 | 11,972 | 237,857 | |||||||||
Management Fees
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16,500 | 7,500 | 86,500 | |||||||||
General and administration
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24,644 | 12,456 | 122,257 | |||||||||
Total operating expenses
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66,196 | 106,928 | 1,312,928 | |||||||||
Loss from operation
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(66,196 | ) | (106,928 | ) | (1,312,928 | ) | ||||||
OTHER INCOME (EXPENSES)
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Financing costs
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(2,391 | ) | - | (20,000 | ) | |||||||
Interest expenses
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(1,000 | ) | - | (2,700 | ) | |||||||
Total other income (expenses)
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(3,391 | ) | - | (22,700 | ) | |||||||
NET LOSS
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$ | (69,587 | ) | $ | (106,928 | ) | $ | (1,335,628 | ) | |||
NET LOSS PER SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
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53,100,924 | 51,093,407 |
Period from | ||||||||||||
May 8, 2006 | ||||||||||||
Three Months Ended | (Inception) to | |||||||||||
November 30, | November 30, | |||||||||||
2012 | 2011 | 2012 | ||||||||||
Cash Flows From Operating Activities
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||||||||||||
Net loss
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$ | (69,587 | ) | $ | (106,928 | ) | $ | (1,335,628 | ) | |||
Impairment on mineral property
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- | 75,000 | 740,000 | |||||||||
Shares issued for consulting services
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32,100 | |||||||||||
Amortization of financing costs
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2,391 | - | 20,000 | |||||||||
Accrued interest
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1,000 | - | 2,700 | |||||||||
Accounts payable
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(2,587 | ) | 12,485 | 7,476 | ||||||||
Cash Flows Used by Operating Activities
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(68,783 | ) | (19,443 | ) | (533,352 | ) | ||||||
Cash Flows From Investing Activities
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Purchase of mineral property claims
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- | - | (160,000 | ) | ||||||||
Net Cash Used by Investing Activities
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- | - | (160,000 | ) | ||||||||
Cash Flows From Financing Activities
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Proceeds from related parties
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- | - | 54,985 | |||||||||
Short term loan
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- | - | 200,000 | |||||||||
Financing costs for short term loan
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- | - | (20,000 | ) | ||||||||
Proceeds from sales of common stock, net
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13,500 | - | 481,500 | |||||||||
Cash Flows Provided By Financing Activities
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13,500 | - | 716,485 | |||||||||
Net Increase In Cash
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(55,283 | ) | (19,443 | ) | 23,133 | |||||||
Cash, beginning of period
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78,416 | 19,992 | - | |||||||||
Cash, end of period
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$ | 23,133 | $ | 549 | $ | 23,133 | ||||||
Supplemental Cash Flow Information
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Interest paid
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$ | - | $ | - | $ | - | ||||||
Income taxes paid
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- | - | - | |||||||||
$ | - | $ | - | $ | - | |||||||
Supplemental non-cash financing activity:
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Related party loan forgiven as additional paid in capital
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$ | - | $ | - | $ | (54,985 | ) | |||||
Accrued expense forgiven as additional paid in capital
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- | - | (842 | ) | ||||||||
Shares issued to acquire option on mineral property
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- | 75,000 | 580,000 | |||||||||
$ | - | $ | 75,000 | $ | 524,173 |
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A)
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Uravan Agreement
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B)
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Clayton Valley Agreement
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●
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$75,000 on May 31, 2011; (paid)
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$25,000 on May 31, 2012; (paid)
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$25,000 on March 4, 2013;
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$150,000 on May 31, 2013;
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$100,000 on May 31, 2014;
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500,000 shares of our common stock on execution of the agreement; (issued)
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250,000 shares of our common stock on execution of the amended agreement; (issued)
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750,000 shares of our common stock on or before June 22, 2012; (issued)
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500,000 shares of our common stock on or before the date two years from the date of the Original agreement;
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500,000 shares of our common stock on or before the date three years from the date of the Original agreement; and
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A 3.0% net smelter royalty on all net revenue derived from production from the Nye County Property.
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B)
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Clayton Valley Agreement (continued)
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For the period ended
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November 30, 2012
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August 31, 2012
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Book loss for the period
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$
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(69,587
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)
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$
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(474,997
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)
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Adjustments:
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-
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-
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Tax loss for the year
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(69,587
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)
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(474,997
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)
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Estimated effective tax rate
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34
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%
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34
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%
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Deferred tax asset
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$
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23,600
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$
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161,500
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For the period ended
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November 30, 2012
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August 31, 2012
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Deferred tax asset
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$
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23,600
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$
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161,500
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Valuation allowance
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(23,600
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)
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(161,500
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)
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Current taxes payable
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-
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-
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Income tax expense
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$
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-
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$
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-
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Year
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Amount
$
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Expiration
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2006
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43,985
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2026
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2007
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25,000
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2027
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2008
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9,000
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2028
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2009
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10,000
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2029
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2010
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10,842
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2030
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2011
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692,217
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2031
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2012
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474,997
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2032
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2013
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69,587
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2033
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1,335,628
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November 30, 2012
($)
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August 31, 2012
($)
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Change between
August 31, 2012 and
November 30, 2012
($)
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Current Assets
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23,133
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80,807
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57,674
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Current Liabilities
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209,334
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210,921
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(1,587)
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Working Capital/(Deficit)
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(186,201)
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(130,114)
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(56,087)
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Three Months Ended
November 30, 2012
($)
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Three Months
Ended
November 30, 2011
($)
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Period from Inception
(May 8, 2006) to
November 30, 2012
($)
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Cash Flows from Operating Activities
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(68,783)
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(19,443)
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(533,352)
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Cash Flows provided by/(used in) Investing Activities
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Nil
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Nil
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(160,000)
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Cash Flows from Financing Activities
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13,500
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Nil
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716,485
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Net Increase (Decrease) in Cash During Period
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(55,283)
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(19,443)
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23,133
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·
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$25,000 for staking and property taxes on Clayton Ridge;
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·
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$200,000 for exploration on the Clayton Ridge claims;
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·
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$200,000 repayment of certain loans;
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·
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$225,000 for working capital.
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2012
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2011 |
Inception to November 30, 2012
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Revenue
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$ | - | $ | - | $ | - | |||||
Impairment of mineral properties
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$ | - | $ | 75,000 | $ | 740,000 | |||||
Exploration expenses
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$ | - | $ | - | $ | 122,848 | |||||
Mineral license fee
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$ | - | $ | - | $ | 3,466 | |||||
Professional fees
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$ | 25,052 | $ | 11,972 | $ | 237,857 | |||||
Management fees
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$ | 16,500 | $ | 7,500 | $ | 86,500 | |||||
General and administration
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$ | 24,644 | $ | 12,456 | $ | 122,257 | |||||
Net operating loss
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$ | (66,196 | ) | $ | (106,928 | ) | $ | (1,312,928 | ) |
Number
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Description
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3.1
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Articles of Incorporation, as amended
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Incorporated by reference to the Registration Statement on Form SB-2 filed on October 25, 2006.
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3.1 (i)
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Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on November 15, 2010
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Incorporated by reference to the Current Report on Form 8-K filed on November 16, 2010.
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3.2
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Bylaws, as amended
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Incorporated by reference to the Registration Statement on Form SB-2 filed on October 25, 2006.
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10.1
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Release entered into by Susanna Hilario
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Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2010.
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10.2
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Release entered into by Rey V. Supera
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Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2010.
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10.3
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Share Cancellation Agreement with Rick Walchuk dated December 23, 2010
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Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2011.
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10.4
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Consulting Agreement with Rick Walchuk dated January 14, 2011
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Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2011.
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10.5
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Property assignment and acquisition agreement, dated February 3, 2011
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Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.
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10.6
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Property option agreement dated February 3, 2011
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Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.
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10.7
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Property option agreement between GeoXplor and the Company dated effective November 30, 2011
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Incorporated by reference to the Current Report on Form 8-K filed on June 7, 2011.
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10.8
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Extension Agreement between First Liberty Power Corp., GeoXplor Corp. and the Company
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Incorporated by reference to the Current Report on Form 8-K filed on August 4, 2011.
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10.9
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Amended Property Purchase Agreement with GeoXplor Corp. and the Company dated October 27, 2011
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Incorporated by reference to the Current Report on Form 8-K filed on October 31, 2011.
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10.10
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Form of Financing Agreement
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Incorporated by reference to the Current Report on Form 8-K filed on November 25, 2011.
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10.11
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Investment Agreement with Fairhills Capital Offshore Ltd.
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Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012.
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10.12
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Registration Rights Agreement with Fairhills Capital Offshore Ltd.
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Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012.
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10.13
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First Amendment to the Investment Agreement with Fairhills Capital Offshore Ltd.
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Incorporated by reference to our Form S-1 filed on July 25, 2012.
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10.14
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2% Secured Note dated March 28, 2012 with Fairhills Capital Offshore Ltd.
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Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012.
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10.15
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Amended Property Purchase Agreement with GeoXplor Corp. and the Company dated June 20, 2012
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Incorporated by reference to the Current Report on Form 8-K filed on June 20, 2012.
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10.16
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Second Amendment to the Investment Agreement with Fairhills Capital Offshore Ltd.
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Incorporated by reference to our Form S-1 filed on July 25, 2012.
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10.17
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Assignment and Assumption Agreement between Fairhills Capital Offshore LLC, Deer Valley Management LLC and the Company.
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Filed herewith
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31.1
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Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Filed Herewith
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31.2
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Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Filed Herewith
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32.1
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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
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Filed Herewith
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101.INS
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XBRL Instance Document**
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Filed Herewith
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101.SCH
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XBRL Taxonomy Extension Schema**
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Filed Herewith
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase**
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Filed Herewith
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase**
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Filed Herewith
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101.LAB
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XBRL Taxonomy Extension Label Linkbase**
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Filed Herewith
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase**
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Filed Herewith
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NEW AMERICA ENERGY CORP.
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Date:
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January 22, 2013
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By:
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/s/ Rick Walchuk
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Name:
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Rick Walchuk
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Title:
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Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director
(Principal Executive Officer, Principal Financial and Principal Accounting Officer)
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1.
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I have reviewed this Quarterly Report of New America Energy Corp. on Form 10-Q for the period ending November 30, 2012 (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.,
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: January 22, 2013
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By:
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/s/ Rick Walchuk
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Name:
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Rick Walchuk
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Title:
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Principal Executive Officer, Principal Financial and Accounting Officer and Director
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