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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended August 31, 2012
For the fiscal years ended August 31, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________	~~For the transition period from __________ to __________~~

000-54243
Commission File Number
NEW AMERICA ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3651 Lindell Rd., Ste D#138, Las Vegas, NV	89103
(Address of principal executive offices)	(Zip Code)
(800) 508-6149
(Registrant’s telephone number, including area code)

000-54243

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
n/a	n/a

Commission File Number

~~Securities~~NEW ~~registered~~AMERICA ~~pursuant~~ENERGY ~~to Section 12(g) of the Exchange Act: Common Stock, $0~~CORP.~~001 par value Title of class~~

~~Indicate~~(Exact byname ~~check~~of ~~mark if the~~ registrant ~~is a well-known seasoned issuer,~~ as ~~defined~~specified in ~~Rule~~its ~~405 of the Securities Act.~~charter)

Yes [ ] No [X]

Nevada

26-4144571

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

240 Vaughan Drive, Alpharetta GA	30009
(Address of principal executive offices)	(Zip Code)

~~Yes~~(470) ~~[ ] No [X]~~767-8794

~~Indicate by check mark whether the registrant~~ (1)Registrant’s telephone 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)number, ~~and~~including ~~(2)~~area ~~has been subject to such filing requirements for the past 90 days.~~code)

~~Yes~~Securities ~~[X]~~registered Nopursuant [to ]Section 12(b) of the Exchange Act:

~~Indicate~~Title ~~by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405~~ of ~~Regulation~~each ~~S-T~~class ~~(§232.405~~Name of ~~this~~each ~~chapter)~~exchange ~~during~~on ~~the~~which ~~preceding~~registered 12n/a ~~months (or for such shorter period that the registrant was required to submit and post such files).~~n/a

~~Yes~~Securities ~~[X]~~registered Nopursuant [to ]Section 12(g) of the Exchange Act:

~~Indicate~~Common byStock, ~~check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229~~$0.~~405~~001 ofpar this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.value

~~Yes~~Title [of ~~] No [X]~~class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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 ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 ☐ No ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ 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~~Emerging ~~not~~growth ~~check if a smaller reporting~~ company) ☐

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ☐

~~Yes~~Indicate [by ]check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ~~[X]~~☒

The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was approximately $726,~~521~~619,~~121~~000 (based on 255,~~934~~663,~~900~~636,806 shares held by non-affiliates and a ~~February 29, 2012~~ closing market price of $0.290047 per share) as of February 2928, ~~2012~~2021 (the last business day of the registrant’s most recently completed second quarter), assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST 5 YEARS:

Indicate by check mark whether the issuer has 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 REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

535,~~312~~670,~~133~~596,576 shares of common stock issued and outstanding as of ~~December~~March 1130, ~~2012~~2021

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.

None

2ii

TABLE OF CONTENTS

		Page
PART I		1
	PART I
Item 1	Business	1
Item 1	Business	4
Item 1A	Risk Factors	4
Item 1A	Risk Factors	10
Item 1B	Unresolved Staff Comments	16
Item 1B	Unresolved Staff Comments	17
Item 2	Properties	16
Item 2	Properties	17
Item 3	Legal Proceedings	16
Item 3	Legal Proceedings	28
Item 4	Mine Safety Disclosures	16
Item 4	Mine Safety Disclosures	28
PART II		17
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6	Selected Financial Data	18
Item 6	Selected Financial Data	29
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	21
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8	Financial Statements and Supplementary Data	21
Item 8	Financial Statements and Supplementary Data	31
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32
Item 9A	Controls and Procedures	22
Item 9A	Controls and Procedures	32
Item 9B	Other Information	24
Item 9B	Other Information	34
PART III		25
	PART III
Item 10	Directors, Executive Officers and Corporate Governance	25
Item 10	Directors, Executive Officers and Corporate Governance	35
Item 11	Executive Compensation	27
Item 11	Executive Compensation	38
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
Item 13	Certain Relationships and Related Transactions, and Director Independence	29
Item 13	Certain Relationships and Related Transactions, and Director Independence	40
Item 14	Principal Accounting Fees and Services	30
Item 14	Principal Accounting Fees and Services	41
PART IV		32
	PART IV
Item 15	Exhibits, Financial Statement Schedules	32
Item 15	Exhibits, Financial Statement Schedules	42
SIGNATURES		34
	SIGNATURES	43

3iii

~~ITEM~~Table ~~1. BUSINESS~~of Contents

~~Forward~~Index ~~Looking~~to Financial Statements

~~This~~PART Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "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, including the risks in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.I

~~These~~ITEM ~~risks~~1. ~~include, by way of example and not in limitation:~~BUSINESS

·Forward ~~the~~Looking ~~uncertainty that we will not be able to successfully identify commercially viable resources on our exploration properties;~~Statements

·This ~~risks~~Annual ~~related~~Report on Form 10-K (“Annual Report”) contains forward-looking statements. These statements relate to ~~the~~future ~~large~~events ~~number~~or ofour ~~established~~future ~~and~~financial ~~well~~performance. In some cases, you can identify forward-~~financed~~looking ~~entities~~statements ~~that~~by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are ~~actively~~only ~~competing~~predictions ~~for~~and ~~limited~~involve ~~resources~~known ~~within~~and unknown risks, uncertainties and other factors, including the ~~mineral~~risks ~~property~~in ~~exploration~~the ~~field;~~section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

·These risks ~~related~~include, toby ~~the~~way ~~failure to successfully manage or achieve growth~~ of ~~our~~example ~~business~~and ifnot ~~we are successful~~ in ~~identify a viable mineral resource, and;~~limitation:

·the ~~other~~uncertainty ~~risks~~that ~~and~~we ~~uncertainties~~will ~~related~~not be able to successfully identify commercially viable resources on our ~~business~~exploration ~~strategy.~~properties;

~~This~~·risks ~~list~~related isto ~~not an exhaustive list of~~ the ~~factors~~large ~~that~~number ~~may affect any~~ of ~~our~~established ~~forward-looking statements. These~~ and ~~other~~well-financed ~~factors~~entities ~~should~~that beare ~~considered~~actively ~~carefully~~competing ~~and~~for ~~readers~~limited ~~should~~resources ~~not~~within ~~place~~the ~~undue~~mineral ~~reliance~~property onexploration ~~our forward-looking statements.~~field;

~~Forward~~·risks ~~looking~~related ~~statements~~to ~~are made based on management’s beliefs, estimates and opinions on~~ the ~~date~~failure ~~the~~to ~~statements~~successfully ~~are~~manage ~~made~~or ~~and~~achieve wegrowth ~~undertake~~of noour ~~obligation~~business ~~to update forward-looking statements~~ if ~~these beliefs, estimates and opinions or other circumstances should change. Although~~ we ~~believe~~are ~~that~~successful ~~the expectations reflected~~ in ~~the~~identify ~~forward-looking~~a ~~statements~~viable ~~are~~mineral ~~reasonable~~resource, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.and;

~~The~~·other ~~safe~~risks ~~harbors~~and ofuncertainties ~~forward-looking~~related ~~statements provided by Section 21E of the Exchange Act are unavailable~~ to ~~issuers of penny stock. As we issued securities at a price below $5.00 per share,~~ our ~~shares~~business ~~are considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 are unavailable to us~~strategy.

~~Our~~This ~~financial~~list ~~statements~~is ~~are~~not ~~stated~~an inexhaustive ~~United~~list ~~States~~of ~~dollars~~the factors that may affect any of our forward-looking statements. These and ~~are~~other ~~prepared~~factors inshould ~~accordance~~be ~~with~~considered ~~United~~carefully ~~States~~and ~~generally~~readers ~~accepted~~should ~~accounting~~not ~~principles~~place undue reliance on our forward-looking statements.

InForward ~~this~~looking ~~annual~~statements ~~report,~~are ~~unless~~made ~~otherwise~~based ~~specified~~on management’s beliefs, ~~all~~estimates ~~dollar~~and ~~amounts~~opinions on the date the statements are ~~expressed~~made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, ~~dollars~~we ~~and~~do ~~all~~not ~~references~~intend to ~~"common~~update ~~stock"~~any ~~refer~~of to the ~~common~~forward-looking ~~shares~~statements into ~~our~~conform ~~capital~~these ~~stock~~statements to actual results.

AsThe ~~used~~safe inharbors ~~this~~of ~~Annual~~forward-looking ~~Report,~~statements provided by Section 21E of the ~~terms~~Exchange "Act are unavailable to issuers of penny stock. As we," ~~"us,"~~issued ~~“Company~~securities at a price below $5.00 per share,” "our" shares are considered penny stock and ~~"New~~such ~~America"~~safe ~~mean~~harbors ~~New~~set ~~America~~forth ~~Energy~~under ~~Corp.,~~the ~~unless~~Private ~~otherwise~~Securities ~~indicated~~Litigation Reform Act of 1995 are unavailable to us.

4Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

~~Measurement~~In &this ~~Currency~~annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

~~Conversion~~As ofused ~~metric~~in ~~units~~this ~~into~~Annual ~~imperial~~Report, ~~equivalents~~the isterms as“we,” ~~follows:~~“us,” “Company,” “our” and “New America” mean New America Energy Corp., unless otherwise indicated.

Metric Units	Multiply by	Imperial Units
hectares	2.471	= acres
meters	3.281	= feet
kilometers	0.621	= miles (5,280 feet)
grams	0.032	= ounces (troy)
tonnes	1.102	= tons (short) (2,000 lbs)
grams/tonne	0.029	= ounces (troy)/ton

~~Cautionary~~Table ~~Note~~of ~~to United States Investors~~Contents

WeIndex caution U.S. investors that the Company may have materials in the public domain that may use terms that are recognized and permitted under Canadian regulations, however the U.S. Securities and Exchange Commission (“S.E.C.”) may not recognize such terms. We have detailed below the differences in the SEC regulations as compared to ~~the~~Financial ~~Canadian Regulations under National Instrument NI 43-101.~~Statements

S.E.C. Industry Code	National Instrument 43-101 (“NI 43-101”)
Reserve: That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The United States Securities and Exchange Commission requires a final or full Feasibility Study to be completed in order to support either Proven or Probably Reserves and does not recognize other classifications of mineralized deposits. Note that for industrial mineral properties, in addition to the Feasibility Study, “sales” contracts or actual sales may be required in order to prove the project’s commerciality and reserve status.	Mineral Reserve: The economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
Proven Reserves: Reserves for which a quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, grade and/or quality are computed from the results of detailed sampling; the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, share, depth and mineral content of reserves are well established.	Proven Mineral Reserve: The economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.
Probable Reserves: Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.	Probable Mineral Reserve: The economically mineable part of an indicated, and in some circumstances, a Measured Mineral Resource, demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, and economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

Corporate Information

5The address of our principal executive office is 240 Vaughan Drive, Alpharetta GA 30009 Our telephone number is 470-767-8794. Our place of business is located at 4775 Buford Highway, Chamblee GA 30341

~~Corporate~~Our ~~Information~~common stock is quoted on the OTCBB (“Over-the-Counter- Bulletin-Board”) under the symbol “NECA”.

~~The~~New ~~address~~America ofEnergy ~~our~~Corp ~~principal~~(formerly ~~executive~~“Atheron, ~~office~~Inc.”) iswas ~~3651~~incorporated ~~Lindell~~in ~~Road,~~Nevada ~~Ste.~~on ~~D#138~~May 8, ~~Las~~2006 ~~Vegas~~as a development stage company, ~~Nevada.~~initially ~~Our~~developing ~~telephone~~a ~~number~~technology isfor ~~800~~ethanol-~~508-6149~~methanol gasoline. The Company did not progress the development of this technology.

~~Our~~On ~~common~~November ~~stock~~5, is2010, ~~quoted~~we onunderwent ~~the~~a ~~OTCBB~~change ~~(“Over-~~of control and the~~-Counter-~~ ~~Bulletin~~Company’s newly appointed sole director and majority shareholder approved a name change to New America Energy Corp. and a twenty-~~Board”~~five (25) ~~under~~new for one (1) old forward stock split of the ~~symbol~~Company’s ~~"NECA"~~issued and outstanding shares of common stock.

~~New~~On ~~America~~November ~~Energy~~16, ~~Corp~~2010, ~~(formerly~~the ~~“Atheron,~~Nevada ~~Inc.”)~~Secretary ~~was~~of ~~incorporated~~State inaccepted ~~Nevada~~for onfiling ~~May~~the 8,Certificate ~~2006~~of asAmendment ato ~~development~~the ~~stage~~Company’s ~~company,~~Articles ~~initially~~of ~~developing~~Incorporation ato ~~technology~~change ~~for~~our ~~ethanol-methanol~~name ~~gasoline~~from Atheron, Inc. to New America Energy Corp. The ~~Company~~forward ~~did~~stock ~~not~~split ~~progress~~and name change became effective with the ~~development~~Over-the-Counter Bulletin Board at the opening of ~~this~~trading ~~technology~~on December 1, 2010.

On November 514, ~~2010~~2012, wethe ~~underwent~~Nevada aSecretary ~~change~~ of ~~control~~State ~~and~~accepted ~~the~~for ~~Company’s~~filing ~~newly~~an ~~appointed~~amendment ~~sole~~to ~~director~~our ~~and~~articles ~~majority~~of ~~shareholder~~incorporation ~~approved~~whereby awe ~~name~~increased ~~change~~our toauthorized ~~New~~common ~~America~~shares ~~Energy~~from ~~Corp.~~75,000,000 ~~and~~to a800,000,000, ~~twenty-five~~pursuant ~~(25)~~to ~~new~~the ~~for~~approval ~~one~~of ~~(1)~~our ~~old~~board ~~forward stock split~~ of ~~the~~directors ~~Company’s issued~~ and ~~outstanding~~majority ~~shares~~shareholders as of ~~common~~June ~~stock~~26, 2012.

On ~~November~~September 1617, ~~2010~~2013, the ~~Nevada~~Company ~~Secretary~~purchased ofTitle ~~State~~King ~~accepted~~LLC for ~~filing the Certificate of Amendment to the Company’s Articles of Incorporation to change our name from Atheron~~50,000,000 ~~Inc.~~shares ~~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~~common ~~on December 1, 2010.~~stock

OnOther ~~November~~than ~~14,~~as ~~2012,~~set ~~the~~out ~~Nevada~~herein, ~~Secretary~~we ofhave ~~State~~not ~~accepted~~been ~~for~~involved ~~filing~~in anany ~~amendment~~bankruptcy, toreceivership ~~our~~or ~~articles~~similar ofproceedings, ~~incorporation~~nor ~~whereby~~have we ~~increased~~been ~~our~~a ~~authorized~~party ~~common~~to ~~shares~~any ~~from~~material 75reclassification,~~000,000~~ ~~to 800~~merger,~~000,000,~~ ~~pursuant~~consolidation toor ~~the~~purchase ~~approval~~or sale of ~~our~~a ~~board~~significant amount of ~~directors~~assets ~~and~~not ~~majority~~in ~~shareholders~~the asordinary course of ~~June~~our ~~26, 2012~~business.

AtAs of the ~~report~~balance ~~date~~sheet ~~mineral claims~~date, ~~with~~we ~~unknown reserves,~~ have ~~been acquired. The Company has~~ not ~~established~~generated ~~the~~any ~~existence~~revenues offrom ~~a commercially mineable ore deposit and therefore has not reached the development stage and is considered to be in the exploration stage~~operations.

WeOur docommon ~~not~~stock ~~have~~is ~~any~~traded ~~subsidiaries~~over-the-counter on the OTCBB under the ticker symbol “NECA.”

~~Other~~Our ~~than~~Current as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.Business

WeAs ~~are~~of ~~considered~~August to31, be2015, anwe ~~exploration~~were ~~stage~~a ~~company,~~pre-revenue asgenerating weenterprise ~~have~~engaged ~~not~~in ~~generated~~short-term ~~any~~lending ~~revenues~~of ~~from~~high ~~operations~~interest rate loans collateralized by automobiles.

~~Our~~Specifically, ~~common~~our ~~stock~~business model entails lending no more than 25% of the retail value of an automobile and taking a security interest in the underlying asset. All transactions are with owners who own their vehicles outright with no outstanding liens. In order to ensure that the retail value is ~~traded~~estimated ~~over-~~correctly, we use the~~-counter~~ onVehicle Identification Number of the ~~OTCBB~~car ~~under~~to determine if there have been any accidents or reported mechanical failures. We use the ~~ticker~~Mannheim ~~symbol~~Market ~~“NECA~~Report to determine the fair value and lend accordingly.” We hold the title in our possession until the automobile is returned and the loan is paid off.

~~Our~~Commencing ~~Current~~in ~~Business~~May 2016, the Company has initiated an app on its website called BestTitleDeal. (“BTD”) BTD is a mobile application that allows consumers to know the value of their automobile for trade-in or title loans without the pressure of a dealership or predatory lending. We believe that this will drive traffic to us as well as to receive referral fees that we might derive by forwarding our customers for other services.

~~We are an exploration stage company engaged in the exploration of mineral properties. The Company is focused exclusively on the acquisition and development of mineral resource properties.~~2

OnTable ~~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, we acquired an option, as well as exploration rights, in certain unpatented mining claims located in Southern Utah known as the “Uravan Property”. On May 31, 2011, we amended the agreement to extend the 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.Contents

OnIndex ~~May 31, 2011, we entered into a property acquisition agreement with GeoXplor Corp.~~ to ~~acquire~~Financial 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. Further 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 GeoXplor Corp. in exchange for the issuance of additional shares.Statements

6Our Current Financing

~~Our~~On ~~exploration~~March ~~programs~~28, ~~will~~2012, bewe ~~exploratory~~entered ininto ~~nature~~an ~~and~~investment ~~there~~agreement is(the no“Investment ~~assurance~~Agreement”) ~~that~~with aFairhills ~~commercially~~Capital ~~viable~~Offshore ~~mineral deposit~~Ltd., a ~~reserve,~~Cayman ~~exists~~Islands ~~until~~company ~~further~~(“Fairhills”). ~~exploration,~~Pursuant ~~particularly~~to ~~drilling~~the terms of the Investment Agreement, isFairhills ~~undertaken~~has ~~and~~committed ato ~~comprehensive~~purchase ~~evaluation~~up ~~concludes~~to ~~economic~~Three ~~and~~Million ~~legal~~Dollars ~~feasibility.~~($3,000,000) Weof ~~have~~our ~~not~~common ~~yet~~stock ~~generated~~over ora ~~realized~~period ~~any~~of ~~revenues~~up ~~from~~to ~~our~~thirty-six ~~business~~(36) ~~operations~~months.

On ~~March~~October 281, 2012, ~~we entered into an investment agreement (~~the ~~“Investment~~Company ~~Agreement”)~~drew ~~with~~down ~~Fairhills~~$15,000 ~~Capital~~in ~~Offshore Ltd.~~funds, after a ~~Cayman~~commission ~~Islands~~of ~~exempted~~$1,500, ~~company~~under ~~(“Fairhills”). Pursuant to~~ the ~~terms of the~~ Investment Agreement, ~~Fairhills~~and ~~has~~issued ~~committed to purchase up to Three Million Dollars ($3~~620,000~~,000)~~ ofShares ~~our common stock over a period of up~~ to ~~thirty-six (36) months~~Fairhills.

OnAs ~~May 1, 2012, we entered into an amendment to the Investment Agreement (the “Amendment”). Pursuant to the Amendment, the purchase price~~ of the ~~shares~~date ~~shall be equal to a discount~~ of ~~Twenty-Five~~this ~~percent~~filing, ~~(25%) percent from~~ the ~~lowest~~Investment ~~volume~~agreement ~~weighted~~is ~~average~~not ~~price during the ten (10) trading days immediately prior to receipt by Fairhills of a put notice (as defined in the Investment Agreement~~outstanding.)

~~In connection with the Investment Agreement~~Market, weCustomers 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~~Distribution 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. The Company was required to reduce the number of Shares registered under the registration statement to 9,500,000 because of Rule 415 of the Securities Act of 1933, as amended, and will file an additional registration statement to register the remaining 8,500,000 in the future, if necessary. We were 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. The registration statement was declared effective by the SEC on August 30, 2012.Methods

AtOur antarget ~~assumed~~market ~~purchase~~is ~~price under~~ the ~~Investment~~subprime ~~Agreement of $0.04595 (equal to 75% of the closing price of our common stock of $0.0612 on May 25~~market, ~~2012),~~borrowers wewith ~~will~~credit bescores ~~able~~below ~~to receive up to $436~~600,~~525~~ inwho ~~gross~~require ~~proceeds,~~immediate ~~assuming the sale of the entire 9,500,000 Shares being registered hereunder pursuant to the Investment Agreement~~cash. At anThe ~~assumed~~overwhelming ~~purchase~~majority ~~price~~ of ~~$0.04595~~our ~~under~~business ~~the~~comes ~~Investment~~from ~~Agreement,~~drive-by ~~we would be required to register 55,788,357 additional shares to obtain the balance of $2,563,475 under the Investment Agreement~~traffic. However, ~~as the closing bid price of the Shares have dropped substantially since the date of the Investment Agreement,~~ we ~~will~~acquire becustomers ~~required~~through toplacing ~~register~~postcards ~~far~~and ~~more~~fliers ~~than~~at ~~55,788,357~~nearby ~~additional~~malls ~~Shares~~and toparking ~~obtain the balance of $2,563,475 under the Investment Agreement~~lots. We ~~are~~also ~~currently~~use ~~authorized~~direct todoor issue 800,000,00075,000,000 shares of our common stock. 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.mailers

On November 6, 2012, Fairhills assigned all of its rights, duties, and obligations under the Investment Agreement, the Registration Rights Agreement, and other associated documents (the “Assignment”), to Deer Valley Management, LLC, a Delaware limited liability company (“Deer Valley”), and the Company consented to the Assignment. Fairhills and Deer Valley share the same ownership and management and there will not be any substantial change to our arrangement under the Investment Agreement as a result of the Assignment.Competition

~~There~~Our ~~are~~primary ~~substantial~~competition ~~risks~~comes tofrom ~~investors~~payday aslenders ~~a result of the issuance of shares of our common stock under the Investment Agreement. These risks include dilution of stockholders, significant decline in our stock price~~ and ~~our~~pawn ~~inability to draw sufficient funds when needed~~shops.

~~Deer~~Intellectual Valley will periodically purchase our common stock under the Investment Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to Fairhills to raise the same amount of funds, as our stock price declines.Property

OnWe ~~March~~have ~~28,~~not ~~2012,~~filed wefor ~~entered~~any ~~into~~protection aof ~~debt~~our ~~instrument with Fairhills whereby Fairhills provided us with a $200~~trademark,~~000~~ ~~loan which was due by September 28, 2012,~~ and ~~carries a 2% annual rate of interest. As of the date hereof,~~ we ~~have~~do not ~~repaid~~have ~~the~~any ~~balance~~other ~~due~~intellectual ~~on this loan, so we are in default~~property. ~~The~~

7Research and Development

~~note~~We ~~was~~did not ~~convertible~~incur ~~into~~any ~~our~~research ~~common stock~~ and wedevelopment ~~have~~expenses ~~agreed~~during ~~that we will not use~~ the ~~funds~~three ~~raised~~year inperiod ~~the~~ended ~~Fairhills/Deer~~August ~~Valley financing to repay this note. The note is secured by 3~~31,~~333,333~~ ~~shares of our restricted common stock owned by our director and officer, Rick Walchuk, which are being held in escrow by Fairhills’s counsel~~2015. ~~As we are in default of this loan, Fairhills has the right to the shares held in escrow. However, as of the date hereof, Fairhills has not exercised its right to claim such shares held in escrow.~~

OnReports ~~October 1, 2012, the Company drew down $15,000 in funds under the Investment Agreement and issued 620,000 Shares~~ to ~~Fairhills.~~Security Holders

~~Midsouth~~We ~~Capital~~are ~~Inc.~~subject ~~(“Midsouth”)~~to ~~who brokered~~ the ~~agreement~~reporting ~~with~~and ~~Fairhills~~other ~~will~~requirements ~~receive~~of ~~certain commissions for~~ the ~~financings~~Exchange ~~with~~Act ~~Fairhills~~and ~~pursuant~~we intend to anfurnish ~~agreement~~our ~~whereby~~shareholders ~~Midsouth~~annual isreports ~~the~~containing ~~Company’s non-exclusive~~ financial ~~advisor,~~statements ~~investment~~audited ~~banker~~by ~~and~~our ~~placement~~independent ~~agent~~registered ~~for~~public ~~the~~accounting ~~purpose~~firm ofand ~~assisting~~to ~~the~~make ~~Company~~available toquarterly ~~raise~~reports ~~capital. The~~containing ~~Company~~unaudited ~~agreed~~financial ~~to:~~statements ~~(i)~~for ~~issue~~each ~~80,000~~of ~~Shares;~~the ~~(ii)~~first athree ~~success~~quarters ~~fee~~ of ~~10%~~each ofyear. After the ~~amount~~effectiveness ~~for~~of ~~any~~this ~~capital~~Registration ~~raised;~~Statement ~~(iii)~~we ~~150,000~~will ~~restricted~~begin ~~Shares,~~filing ~~with~~Quarterly ~~piggy~~Reports ~~back~~on ~~registration~~Form ~~rights~~10-Q, ~~per~~Annual ~~$1,000,000~~Reports ofon ~~capital~~Form ~~raised~~10-K ~~for~~and aCurrent ~~period~~Reports ofon ~~two~~Form ~~years.~~8-K ~~Pursuant to our agreement~~ with ~~MidSouth~~the weSecurities ~~have issued Midsouth 80,000 Shares,~~ and ~~paid~~Exchange ~~them~~Commission ain ~~stock~~order ~~fee~~to ofmeet ~~30,000~~our ~~additional~~timely ~~Shares~~ and acontinuous ~~cash~~disclosure ~~fee~~requirements. ofWe ~~$20,000~~may ~~based~~also onfile ~~10%~~additional ofdocuments with the ~~initial~~Commission ~~$200,000~~if ~~funded~~they bybecome ~~Fairhills~~necessary ~~and a further payment of $1,500~~ in ~~relation to~~ the ~~Financing~~course ~~Agreement as commission on the drawdown~~ of ~~$15,000~~our ~~from~~company’s ~~Fairhills under the Investment Agreement~~operations.

~~Market~~The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, ~~Customers~~NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and ~~Distribution~~information ~~Methods~~statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Although there can be no assurance, large and well capitalized markets are readily available for all metals and precious metals throughout the world. A very sophisticated futures market for the pricing and delivery of future production also exists. The price for metals is affected by a number of global factors, including economic strength and resultant demand for metals for production, fluctuating supplies, mining activities and production by others in the industry, and new and or reduced uses for subject metals.Employees

~~The~~As ~~mining~~of ~~industry~~August is31, ~~highly~~2015 ~~speculative~~we ~~and~~did ofnot ahave ~~very~~any ~~high risk nature~~employees. AsJeff ~~such,~~Canouse ~~mining~~is ~~activities~~our ~~involve~~Chief aExecutive ~~high~~on ~~degree of risk, which even~~ a ~~combination~~part oftime ~~experience, knowledge and careful evaluation may not be able to overcome~~basis. ~~Few mining projects actually become operating mines.~~

The mining industry is subject to a number of factors, including intense industry competition, high susceptibility to economic conditions (such as price of metal, foreign currency exchange rates, and capital and operating costs), and political conditions (which could affect such things as import and export regulations, foreign ownership restrictions). Furthermore, the mining activities are subject to all hazards incidental to mineral exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.3

~~Competition~~Table of Contents

~~The~~Index mineral exploration industry is highly competitive. We are a new exploration stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to ~~acquire~~Financial mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.Statements

~~Many~~ITEM of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us1A. ~~Accordingly,~~RISK these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.FACTORS

8An investment in our securities should be considered highly speculative due to various factors, including the nature of our business and the present stage of our development. An investment in our securities should only be undertaken by persons who have sufficient financial resources to afford the total loss of their investment. In addition to the usual risks associated with investment in a business, the following is a general description of significant risk factors which should be considered. You should carefully consider the following material risk factors and all other information contained in this Annual Report before deciding to invest in our Common Shares. If any of the following risks occur, our business, financial condition and results of operations could be materially and adversely affected. Additional risks and uncertainties we do not presently know or that we currently deem immaterial may also impair our business, financial condition or operating results.

WeThe ~~also~~risks ~~compete~~and ~~with~~uncertainties ~~other~~described ~~junior~~below ~~mineral~~could ~~exploration~~materially ~~companies~~and ~~for~~adversely ~~financing~~affect ~~from~~our abusiness, ~~limited~~financial ~~number~~condition ofand ~~investors~~results ~~that~~of ~~are~~operations ~~prepared~~and tocould ~~invest~~cause inactual ~~such~~results ~~companies.~~to ~~The~~differ ~~presence~~materially offrom ~~competing~~our ~~junior~~expectations ~~mineral~~and ~~exploration~~projections. ~~companies~~You ~~may~~should ~~impact~~read ~~our~~these ~~ability~~Risk toFactors ~~raise additional capital~~ in ~~order~~conjunction towith ~~fund~~“Management’s ~~our~~Discussion ~~acquisition~~and orAnalysis ~~exploration~~of ~~programs~~Financial ifCondition ~~investors~~and ~~perceive~~Results ~~that~~of ~~investments~~Operations” in ~~our~~Item ~~competitors~~7 ~~are~~and ~~more~~our ~~attractive~~consolidated ~~based~~financial onstatements ~~the~~and ~~merit~~related ofnotes ~~their~~in ~~mineral~~Item ~~exploration~~8. ~~properties~~There oralso ~~the~~may ~~price~~be ofother ~~the~~factors ~~investment~~that ~~opportunity. In addition,~~ we ~~compete~~cannot ~~with~~anticipate ~~both~~or ~~junior~~that ~~and~~are ~~senior~~not ~~mineral~~described ~~exploration~~in ~~companies~~this ~~for~~report ~~available~~generally ~~resources,~~because ~~including,~~we ~~but~~do not ~~limited~~currently ~~to,~~perceive ~~professional~~them ~~geologists,~~to ~~land~~be ~~specialists,~~material. ~~engineers,~~Those ~~camp~~factors ~~staff,~~could ~~helicopters,~~cause ~~float~~results ~~planes,~~to ~~mineral~~differ ~~exploration~~materially ~~supplies~~from ~~and~~our ~~drill rigs~~expectations.

~~General~~Risks ~~competitive~~Relating ~~conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time~~ to ~~time~~Our byBusiness ~~the governments of the United States~~ and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for mineral exploration.In the face of competition, we may not be successful in acquiring, exploring or developing profitable mineral properties or interests, and we cannot give any assurance that suitable oil and gas properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the mineral exploration industry by:Industry

●The ~~keeping~~industry in which we operate is strictly regulated at both the state and federal levels. Changes in applicable laws and regulations governing consumer protection, lending practices and other aspects of our ~~costs~~business, ~~low;~~or our failure to comply with applicable laws and regulations, could have a significant adverse impact on our business, results of operations, financial condition and ability to service our debt obligations.

●Our ~~relying~~business and products are subject to extensive regulation by state, federal and local governments that may impose significant costs or limitations on the ~~strength~~way ofwe conduct or expand our ~~management’s~~business. ~~contacts;~~In ~~and~~general, these regulations are intended to protect consumers, not our investors or creditors.

●Our ~~using~~business ~~our~~operates ~~size~~under ~~and~~a ~~experience~~variety toof ~~our~~state ~~advantage~~statutes byand ~~adapting~~regulations, ~~quickly~~including tothose ~~changing~~relating ~~market conditions or responding swiftly~~ to ~~potential opportunities.~~:

~~Intellectual~~·licensing ~~Property~~and posting of fees;

We·lending ~~have~~practices, ~~not~~including ~~filed~~disclosure ~~for~~requirements ~~any~~such ~~protection~~as ofthose ~~our~~contained ~~trademark,~~in ~~and~~state wetruth doin ~~not~~lending ~~have~~laws ~~any~~and ~~other~~related ~~intellectual~~consumer ~~property.~~protection laws;

~~Research~~·interest rates and ~~Development~~fees;

We·currency ~~did not incur any research and development expenses during the period from May 8, 2006 (inception) to our fiscal year ended August 31, 2012.~~reporting;

~~Reports~~·recording toand ~~Security~~reporting ~~Holders~~of certain financial transactions;

We·privacy ~~are subject to the reporting~~ and ~~other~~data ~~requirements~~security of ~~the~~personal ~~Exchange~~consumer Act and we intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. After the effectiveness of this Registration Statement we will begin filing Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.information;

~~The~~·prompt ~~public~~remittance ~~may~~of ~~read~~excess ~~and~~proceeds ~~copy~~from ~~any materials that we file with~~ the ~~SEC~~sale ~~at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation~~ of ~~the~~repossessed ~~Public~~automobiles ~~Reference~~in ~~Room~~certain bystates ~~calling~~in ~~the~~which ~~SEC~~we atoperate; ~~1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy~~ and ~~information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.~~

~~Government~~·serving ~~Regulations~~as a credit services organization, or “CSO,” in certain states in which we may expand our operations.

~~Any~~Most ~~operations~~states atwith ~~our~~laws ~~mineral~~that ~~properties~~specifically ~~will~~regulate beour ~~subject~~products toand ~~various~~services ~~federal~~establish ~~and~~allowable ~~state~~fees, ~~laws~~interest and ~~regulations~~other infinancial ~~the~~terms. ~~United~~In ~~States~~addition, ~~which~~many ~~govern~~states ~~prospecting,~~regulate ~~development,~~the ~~mining,~~maximum ~~production~~amount, ~~exports,~~maturity ~~taxes,~~and ~~labor~~renewal ~~standards,~~or ~~occupational~~extension ~~health,~~of ~~waste~~terms ~~disposal,~~for ~~protection~~the ofloans ~~the~~we ~~environment,~~provide. ~~mine~~The ~~safety,~~terms ~~hazardous~~of ~~substances~~our products and ~~other~~services ~~matters.~~vary Wefrom ~~will~~state beto ~~required~~state in order to ~~obtain~~comply with the specific laws and regulations of those ~~licenses~~states. For example, ~~permits~~we orare ~~other~~prohibited ~~authorizations~~from ~~currently~~providing ~~required~~automobile totitle ~~conduct~~loans ~~exploration~~in excess of $2,500 in Mississippi and ~~other~~Tennessee, ~~programs.~~$3,500 ~~There~~in ~~are~~Florida noand ~~current~~$4,000 ~~orders~~in orIllinois ~~directions~~(under ~~relating~~certain tocircumstances). usIn oraddition, ~~our~~we ~~properties~~may ~~with~~not ~~respect~~provide an automobile title loan to a customer under the ~~foregoing~~age ~~laws~~of ~~and~~19 ~~regulations.~~in

~~Such~~Table ~~compliance may include feasibility studies on the surface impact~~ of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property in the United States.Contents

~~The~~Index ~~U.S. Forest Service requires that mining operations on lands subject~~ to ~~its~~Financial regulation obtain an approved plan of operations subject to environmental impact evaluation under the National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project undertaken by us.Statements

~~Under~~Alabama and under the ~~U.S.~~age ~~Resource~~of ~~Conservation~~18 ~~and~~in ~~Recovery~~all ~~Act,~~other ~~mining~~states ~~companies~~in ~~may~~which ~~incur~~we ~~costs~~currently ~~for~~operate. ~~generating,~~Our ~~transporting,~~business ~~treating,~~is ~~storing~~primarily regulated at the state level, oralthough ~~disposing~~at ofthe ~~hazardous~~federal ~~waste~~level, aswe ~~well~~are assubject ~~for~~to ~~closure~~requirements applicable to military personnel and ~~post-closure~~certain ~~maintenance~~federal ~~once~~lending ~~they~~requirements ~~have~~such ~~completed~~as ~~mining~~Truth ~~activities~~in onLending adisclosure ~~property~~requirements. ~~Any~~Our ~~future~~failure ~~mining~~or ~~operations~~the atfailure ~~our~~of ~~mining~~any ~~properties~~of ~~may~~our ~~produce~~employees ~~air~~to ~~emissions,~~comply ~~including~~with ~~fugitive~~applicable ~~dust~~state and ~~other~~federal ~~air pollutants~~requirements, ~~from~~whether ~~stationary~~voluntary ~~equipment,~~or ~~storage facilities~~involuntary, ~~and~~could ~~the~~require ~~use~~us ofto ~~mobile~~discontinue ~~sources~~our ~~such~~automobile astitle ~~trucks~~lending ~~and~~business ~~heavy~~in ~~construction~~applicable ~~equipment~~jurisdictions, which ~~are~~could ~~subject~~negatively toimpact ~~review,~~our ~~monitoring~~business. ~~and/or~~Failure ~~control~~to ~~requirements~~comply ~~under~~with ~~the~~applicable ~~Federal~~laws ~~Clean~~or ~~Air~~regulations ~~Act~~could ~~and~~result ~~state~~in ~~air~~sanctions ~~quality~~by ~~laws.~~regulatory ~~Permitting~~agencies, ~~rules~~civil ~~may~~money ~~impose~~penalties ~~limitations~~or onreputation ~~our~~damage, ~~production~~which ~~levels~~could orhave ~~create~~a ~~additional~~material ~~capital~~adverse ~~expenditures~~effect ~~for~~on ~~pollution~~our ~~control~~business, infinancial ~~order~~condition toand ~~comply~~results ~~with~~of ~~the rules~~operations.

The ~~U.S.~~laws ~~Comprehensive Environmental Response Compensation~~ and ~~Liability~~regulations ~~Act~~governing ofour ~~1980,~~business asare ~~amended~~subject ~~("CERCLA"),~~to ~~imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances~~change. ~~Those~~In ~~liable~~recent ~~groups include~~years, ~~among~~certain ~~others,~~consumer ~~the~~advocacy ~~current~~groups ~~owners~~ and ~~operators~~federal ofand ~~facilities~~state ~~which~~legislators ~~release~~have ~~hazardous~~asserted ~~substances~~that ~~into~~laws ~~the environment~~ and ~~past~~regulations ~~owners~~should ~~and~~be ~~operators~~tightened ofto ~~properties~~severely ~~who~~limit, ~~owned~~if ~~such~~not ~~properties~~eliminate, at the ~~time~~availability ~~the disposal~~ of ~~the~~certain ~~hazardous~~consumer ~~substances~~loan ~~occurred.~~products, ~~This~~including ~~liability~~title ~~could include the cost of removal or remediation of the release and damages for injury to the surrounding property~~loans. ~~We cannot predict the potential for future CERCLA liability with respect to our mining properties or surrounding areas.~~

~~Environmental~~The ~~Regulations~~Dodd-Frank Act, as well as proposed legislation in various states if adopted, could negatively affect our business and results of operations.

WeThe ~~are~~Dodd-Frank ~~not~~Act ~~aware of any material violations of environmental permits, licenses or approvals~~ that ~~have~~took ~~been~~effect ~~issued~~on ~~with~~July ~~respect to our operations. We expect to comply with all applicable laws~~21, ~~rules~~2010 ~~and~~is ~~regulations~~extensive ~~relating to our business,~~ and atsignificant ~~this~~legislation ~~time~~that, weamong ~~do not anticipate incurring any material capital expenditures to comply with any environmental regulations or~~ other ~~requirements.~~things:

~~While~~·creates ~~our~~a ~~intended~~liquidation ~~projects~~framework and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for ~~our~~the ~~products~~resolution orof ~~services,~~large ~~which~~bank ~~could~~holding ~~have~~companies aand ~~material~~systemically ~~adverse~~significant ~~effect~~nonbank onfinancial ~~our results of operations.~~companies;

~~Employees~~·creates a new framework for the regulation of over-the-counter derivatives activities;

As·strengthens ofthe ~~August~~regulatory ~~31,~~oversight ~~2012~~of wesecurities ~~did not have any employees. Rick Walchuk, our Director~~ and ~~Chief~~capital ~~Executive~~markets ~~Officer~~activities ~~spends~~by ~~about~~the 20SEC; ~~hours per week on our operations on a consulting basis~~ and ~~Alexander Tsingos, our Director and Secretary, spends~~

~~time~~·creates asthe ~~required~~CFPB, on a ~~consulting~~new ~~basis~~federal authority responsible for administering and enforcing the laws and regulations for consumer financial products and services.

~~ITEM~~The 1ADodd-Frank Act will impact the offering, marketing and regulation of consumer financial products and services offered by financial institutions, which may include the products and services offered by the Company. ~~RISK~~ ~~FACTORS~~The CFPB has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions, which could include the Company. Compliance with the regulations implemented under the Dodd-Frank Act or the oversight of the SEC or CFPB may impose costs on, create operational constraints for or place limits on pricing with respect to finance companies such as the Company. Until implementing regulations are issued, no assurance can be given that these new requirements imposed by the Dodd-Frank Act will not increase our cost of doing business, impose new restrictions on the way in which we conduct our business or add significant operational constraints that might impair our profitability. The CFPB also has the power to define and ban “unfair, deceptive or abusive” practices in connection with consumer products.

AnWe ~~investment~~are currently following legislative and regulatory developments in ~~our~~Congress ~~securities~~and ~~should~~in beindividual ~~considered~~states ~~highly~~where ~~speculative~~we ~~due~~conduct business. It is difficult to ~~various~~assess ~~factors,~~the ~~including~~likelihood of the ~~nature~~enactment of ~~our~~any ~~business~~unfavorable federal or state legislation, and ~~the~~there ~~present~~can ~~stage~~be ofno ~~our~~assurance ~~development.~~that Anadditional ~~investment~~legislative inor ~~our~~regulatory ~~securities~~initiatives ~~should~~will ~~only~~not be ~~undertaken~~enacted bywhich ~~persons~~would ~~who~~severely ~~have~~restrict, ~~sufficient~~prohibit ~~financial~~or ~~resources~~eliminate our ability to ~~afford~~offer ~~the~~title ~~total~~loans. ~~loss~~Any offederal ~~their~~or ~~investment.~~state Inlegislative ~~addition~~or regulatory action that would serve to restrict the ~~usual~~types ~~risks~~of ~~associated~~activities ~~with~~in ~~investment~~which inthe Company is engaged could have a material adverse impact on our business, ~~the~~prospects, ~~following~~results isof aoperations, ~~general~~financial ~~description~~condition ofand ~~significant~~cash ~~risk~~flows ~~factors~~and ~~which~~could ~~should~~impair beour ~~considered~~ability to service our debt obligations and to continue current operations. ~~You~~Examples ~~should~~of ~~carefully~~such ~~consider~~actions ~~the~~include, ~~following~~among ~~material~~others, ~~risk~~the ~~factors~~imposition ~~and~~of ~~all~~limits ~~other~~on ~~information~~APRs ~~contained~~on inconsumer ~~this~~loan ~~Annual~~transactions ~~Report~~or ~~before~~the ~~deciding~~prohibition toof ~~invest~~cash inadvance ~~our~~and ~~Common~~similar ~~Shares~~services. IfThe ~~any~~extent of the ~~following~~impact ~~risks~~of ~~occur,~~any ~~our~~future ~~business,~~legislative ~~financial~~or ~~condition~~regulatory ~~and~~changes ~~results~~will depend on the nature of ~~operations~~the ~~could~~legislative beor ~~materially~~regulatory ~~and~~change, ~~adversely~~the ~~affected.~~jurisdictions ~~Additional~~to ~~risks~~which the new or modified laws would apply and ~~uncertainties~~the amount of business we do ~~not~~in ~~presently~~that ~~know~~jurisdiction. orMoreover, ~~that~~similar actions by states in which we ~~currently~~do ~~deem~~not ~~immaterial~~currently ~~may~~operate ~~also~~could ~~impair~~limit our ~~business,~~opportunities ~~financial~~to ~~condition~~pursue orour ~~operating~~growth ~~results~~strategies.

10In addition to state and federal laws and regulations, our business is subject to various local rules and regulations such as local zoning regulation and permit licensing. Local jurisdictions’ efforts to restrict the business of alternative financial services product providers through the use of local zoning and permitting laws have been on the rise.

~~RISKS RELATING TO OUR COMPANY~~5

WeTable ~~currently have no source~~ of ~~operating cash flow and we have a history of operating losses.~~Contents

WeIndex have no revenues from operations, our mineral property interests are in the exploration stage and we have a history of operating losses. We will not receive revenues from operations at any time in the near future, and we have no prior year’s history of earnings or cash flow. We have incurred losses. There can be no assurance that our operations will ever generate sufficient revenues to ~~fund~~Financial ~~our continuing operations or that we will ever generate positive cash flow from our operations. Further, we can give no assurance that we will attain or sustain profitability in any future period.~~Statements

WeActions ~~are~~taken ~~currently~~in the future by local governing bodies to require special use permits or impose other restrictions on such lenders could have a ~~mining~~material ~~exploration~~adverse ~~stage~~effect ~~company~~on us. ~~See~~For ~~“Item~~example, 2the ~~Properties”~~Dallas and Austin, Texas City Councils both recently passed ordinances that would restrict extensions of ~~this~~consumer ~~Report~~credit ~~for~~by ~~more~~title ~~information~~lenders ~~regarding~~within ~~our~~city ~~mining~~limits ~~claims~~by, among other things, linking maximum allowable loan size to 3% of a consumer’s gross annual income, mandating a 25% principal reduction requirement on refinances or renewals and limiting the term of a loan to no more than four months.

~~According~~Failure to ~~SEC~~maintain ~~definitions,~~certain ~~our~~criteria ~~mining~~required ~~claims do not have any proven or probable reserves. A “reserve,” as defined~~ by ~~the~~state ~~SEC,~~and islocal ~~that~~regulatory ~~part~~bodies ~~of a mineral deposit which~~ could beresult ~~economically~~in ~~and~~fines ~~legally extracted~~ or ~~produced at~~ the ~~time~~loss of the reserve determination. A reserve requires a feasibility study demonstrating with reasonable certainty that the deposit can be economically extracted and produced. We have not carried out any feasibility study with regard to our ~~mining~~licenses ~~claims. As a result, we currently have no reserves and there are no assurances that we will be able~~ to ~~prove~~conduct ~~that there are reserves on our mining concessions~~business.

~~Mineral~~Most ~~exploration~~states isin ~~highly~~which ~~speculative~~we operate require licenses to conduct our business. These states or their respective regulatory bodies have established criteria we must meet in ~~nature~~order to obtain, maintain and ~~there~~renew ~~can~~those licenses. For example, many of the states in which we operate require us to maintain a minimum amount of net worth or equity. From time to time, we are subject to audits in these states to ensure we are meeting the applicable requirements to maintain these licenses. Failure to meet these requirements could result in the revocation of our existing licenses, the denial of our new licensing requests or the imposition of fines, which could adversely affect our results of operations, cash flows and ability to service our debt obligations. We also cannot guarantee that future license applications or renewals will not be nodenied. ~~certainty~~If we were to lose any of our ~~successful~~licenses ~~development~~to conduct our business, it could result in the temporary or permanent closure of ~~profitable~~stores, ~~commercial~~which ~~mining~~could adversely affect our results of operations, cash flows and ability to service our debt obligations.

~~The~~Media ~~exploration~~reports and ~~development~~public ofperception ~~mineral properties involve significant risks that even a combination~~ of ~~careful~~consumer ~~evaluation~~loans, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few explored properties develop into producing mines. Substantial expenses may be incurred to locate and establish mineral reserves, develop metallurgical processes, and construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as ~~size,~~automobile ~~grade,~~title ~~and proximity to infrastructure; metals prices which are highly cyclical; drilling and other related costs that appear to be rising; and government regulations~~loans, ~~including~~as ~~those~~being ~~related~~predatory toor ~~prices,~~abusive ~~taxes,~~could ~~royalties,~~materially ~~land~~adversely ~~tenure,~~affect ~~land~~our ~~use, importing and exporting of minerals, and environmental protection~~business. ~~The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.~~

~~There~~Certain isconsumer noadvocacy ~~certainty~~groups and federal and state legislators have asserted that laws and regulations should be tightened to severely limit, if not eliminate, the ~~expenditures~~availability ~~made~~of bycertain usloan ~~towards~~products, such as automobile title loans, to consumers. The consumer advocacy groups and media reports generally focus on the ~~exploration~~cost to a consumer for this type of loan, which is often alleged to be higher than the interest typically charged by banks or similar lending institutions to consumers with better credit histories. The consumer advocacy groups and ~~evaluation~~media reports characterize these consumer loans as predatory or abusive without discussing the lack of ~~mineral~~viable ~~deposits~~alternatives ~~will~~for ~~result~~our incustomers’ ~~discoveries~~borrowing needs or the comparatively higher cost to the customer when alternatives are not available. If the negative characterization of ~~commercial~~these ~~quantities~~types of ~~ore~~loans becomes increasingly accepted by consumers, demand for automobile title loans could significantly decrease, which could have a material adverse effect on our business, results of operations and financial condition. Additionally, if the negative characterization of these types of loans is accepted by legislators and regulators, we could become subject to more restrictive laws and regulations, which could have a material adverse effect on our business, results of operations and financial condition.

~~The~~Legal ~~Company~~proceedings may behave ~~unable~~a tomaterial ~~obtain~~adverse ~~the~~impact ~~funds~~on ~~necessary~~our results of operations, cash flows, financial condition and ability to ~~finalize~~service our ~~property~~debt ~~option agreement~~obligations.

~~Under~~In the ~~terms~~past, ofwe and our ~~amended~~competitors ~~option~~have ~~agreement~~been ~~executed~~subject ~~June~~to ~~20,~~regulatory ~~2012~~proceedings, ~~the~~class ~~effective~~action ~~date,~~lawsuits ~~for~~and ~~our~~other ~~mining~~litigation ~~claims,~~regarding wethe ~~are~~offering ~~required to expend a total~~ of ~~$1,000,000~~alternative ~~within~~financial ~~four~~services. ~~years~~We onare ~~exploration~~currently ~~and~~a ~~make~~defendant ~~property~~in ~~payments~~multiple oflegal ~~$375,000~~proceedings. ~~Exploration~~ ~~payments~~See of“Item ~~$100,000~~3. ~~are~~Legal ~~required~~Proceedings.” toIt beis ~~expended~~likely ~~prior~~that ~~one~~in ~~year of~~ the ~~effective date~~future, ~~with~~we awill ~~further~~be ~~$200,000~~subject to becurrently ~~expended~~unforeseen ~~during~~legal ~~the~~proceedings. ~~second~~The ~~year,~~adverse ~~$300,000~~resolution toof beany ~~expended~~current ~~during~~or ~~the~~future ~~third~~legal ~~year~~proceeding ~~and~~could ~~the~~cause ~~remaining~~us ~~$400,000~~ to behave ~~expended~~to ~~during~~refund ~~the~~fees ~~fourth~~and ~~year. Property~~interest ~~payments~~collected, ~~have~~refund ~~been~~the ~~amended~~principal toamount ~~pay~~of ~~$100~~advances,~~000~~ bypay ~~May~~damages ~~31,~~or ~~2012,~~other ~~$25,000~~monetary onpenalties ~~March~~or 4,modify ~~2013,~~or ~~$150,000~~terminate onour ~~May~~operations ~~31,~~in ~~2012~~certain ~~and $100~~local,~~000~~ onstate ~~May~~or ~~31,~~federal ~~2014~~jurisdictions. ~~Further,~~ weThe ~~are~~defense ~~required~~of tosuch ~~make~~legal ~~property~~proceedings, ~~payment~~even ofif ~~$100~~successful,~~000~~ byrequires ~~May~~significant ~~31,~~time ~~2012,~~and ~~which~~attention ~~has~~of ~~been~~our ~~paid,~~senior ~~$25,000~~officers onand ~~March~~other 4,management ~~2013,~~personnel ~~$150,000~~that onwould ~~May~~otherwise ~~31,~~be ~~2013~~spent ~~and~~on ~~$100,000~~other onaspects ~~May~~of ~~31,~~our ~~2014.~~business ~~While~~and werequires ~~are~~the ~~current~~expenditure inof ~~our~~substantial ~~requirements~~amounts ~~under~~for ~~this~~legal ~~agreement,~~fees ~~currently~~and weother dorelated ~~not~~costs. ~~have~~Settlement ~~sufficient~~of ~~funds~~lawsuits tomay ~~expend~~also ~~the~~result ~~ongoing~~in ~~exploration~~significant ~~funds~~cash payouts and ~~property~~modifications ~~payments~~to ~~required~~our ~~under~~operations. ~~the~~Due ~~option~~to ~~agreement. We~~the ~~have~~uncertainty ~~been~~surrounding ~~successful~~the inlitigation ~~obtaining~~process, ~~financing~~except for ~~operations~~those bymatters ~~way~~for ofwhich ~~loans~~an ~~and~~accrual ~~financings~~has ~~and~~been provided, we ~~currently~~are ~~have~~unable ato ~~financing~~reasonably ~~agreement~~estimate ~~for~~the uprange toof $3loss,~~800~~ if any,~~000~~ ~~but~~at asthis antime ~~exploration~~in ~~company~~connection itwith isthe ~~often~~legal ~~difficult~~proceedings toin ~~obtain~~which ~~adequate~~we ~~financing~~are ~~when~~currently ~~required,~~involved. ~~and~~An itadverse isjudgment ~~not~~or ~~necessarily~~settlement ~~the~~of ~~case~~a ~~that~~legal ~~the~~proceeding ~~terms~~may ofsubstantially ~~such~~exceed ~~financings~~any ~~will~~amount becurrently ~~favorable.~~accrued Ifand wecould ~~fail~~have toa ~~obtain~~material ~~additional~~adverse ~~financing~~effect on aour ~~timely basis~~business, wefuture ~~could~~results ~~forfeit~~of ~~our~~operations, ~~mineral~~financial ~~property~~condition ~~interests~~ and~~/or~~ ~~reduce~~ability orto ~~terminate~~service ~~operations~~our debt obligations.

116

~~Because~~Table ~~our business involves numerous operating hazards, we may be subject to claims~~ of ~~a significant size, which would cost a significant amount of funds and resources to rectify. This could force us to cease our operations.~~Contents

~~Our~~Index ~~operations are subject~~ to ~~the~~Financial usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure and cratering. The occurrence of these or similar events could result in the suspension of operations, damage to or destruction of the equipment involved and injury or death to personnel. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require us to incur additional costs, which would adversely affect our business.Statements

~~Damage~~Judicial todecisions, ~~the~~CFPB ~~environment~~rule-making ~~could also result from our operations. If our business is involved in one~~ or ~~more~~amendments ~~of these hazards, we may be subject~~ to ~~claims~~the ofFederal aArbitration ~~significant~~Act ~~size~~could ~~that~~render ~~could~~the ~~force~~arbitration usagreements towe ~~cease~~use ~~our~~illegal ~~operations~~or unenforceable.

~~Mineral~~We ~~resource~~include ~~exploration,~~pre-dispute ~~production~~arbitration ~~and~~provisions ~~related~~in ~~operations~~our ~~are~~loan ~~subject~~agreements. toThese ~~extensive~~provisions ~~rules~~are ~~and~~designed ~~regulations~~to ofallow ~~federal,~~us ~~provincial, state and local agencies. Failure~~ to ~~comply~~resolve ~~with~~any ~~these~~customer ~~rules~~disputes ~~and~~through ~~regulations~~individual ~~can~~arbitration ~~result~~rather than in ~~substantial penalties~~court. Our ~~cost~~arbitration ofprovisions ~~doing~~explicitly ~~business~~provide ~~may~~that beall ~~affected~~arbitrations bywill ~~the~~be ~~regulatory~~conducted ~~burden~~ on ~~the~~an ~~mineral~~individual ~~industry.~~and ~~Although~~not weon ~~intend~~a toclass ~~substantially~~basis. ~~comply~~Thus, ~~with~~our ~~all~~arbitration ~~applicable~~agreements, ~~laws~~if ~~and regulations~~enforced, ~~because~~have ~~these~~the ~~rules~~effect ~~and~~of ~~regulations~~shielding ~~frequently~~us ~~are~~from ~~amended~~class oraction ~~interpreted,~~liability. weThey ~~cannot~~do ~~predict~~not ~~the~~generally ~~future~~have ~~cost~~any or impact ofon ~~complying~~regulatory ~~with~~enforcement ~~these laws~~proceedings.

~~Environmental~~We ~~enforcement~~take ~~efforts~~the ~~with~~position ~~respect~~that tothe ~~mineral~~Federal ~~operations~~Arbitration ~~have~~Act ~~increased~~requires ~~over~~ the ~~years,~~enforcement ~~and~~in itaccordance iswith ~~possible~~the ~~that~~terms ~~regulations~~of ~~could~~arbitration ~~expand~~agreements ~~and~~containing ~~have~~class aaction ~~greater~~waivers ~~impact~~of onthe ~~future~~type ~~mineral~~we ~~exploration operations~~use. ~~Although~~While ~~our~~many ~~management~~courts, ~~intends~~particularly tofederal ~~comply~~courts, have agreed with ~~all~~this ~~legislation~~argument ~~and/or~~in ~~actions~~cases ofinvolving ~~local,~~other ~~provincial~~parties, ~~state~~an ~~and~~increasing ~~federal~~number ~~governments~~of courts, ~~non-compliance~~including ~~with~~courts ~~applicable~~in ~~regulatory~~California, ~~requirements~~Missouri, ~~could~~Washington, ~~subject~~New usJersey, toand ~~penalties,~~a ~~fines~~number ~~and~~of ~~regulatory~~other ~~actions~~states, ~~the~~have ~~costs~~concluded ofthat ~~which~~arbitration ~~could~~agreements ~~harm~~with ~~our~~class ~~results~~action ofwaivers ~~operations.~~are We“unconscionable” ~~cannot~~and behence ~~sure~~unenforceable, ~~that~~particularly ~~our~~where ~~proposed~~a ~~business~~small ~~operations~~dollar ~~will~~amount ~~not~~is ~~violate~~in ~~environmental~~controversy ~~laws~~on inan ~~the~~individual ~~future~~basis.

~~Our~~While ~~operations~~the ~~and~~U.S. ~~properties~~Supreme ~~are~~Court ~~subject~~recently toruled ~~extensive~~in ~~laws~~the ~~and~~AT&T ~~regulations~~Mobility ~~relating~~v. toConcepcion ~~environmental~~case ~~protection,~~that ~~including~~consumer ~~the~~arbitration ~~generation,~~agreements ~~storage,~~meeting ~~handling,~~certain ~~emission~~specifications are enforceable, ~~transportation~~our ~~and~~arbitration ~~discharge~~agreements ofdiffer ~~materials~~in ~~into~~several ~~the~~respects ~~environment,~~from ~~and~~the ~~relating~~agreement toat ~~health~~issue ~~and~~in ~~safety.~~that ~~These~~case, ~~laws~~thereby ~~and~~potentially ~~regulations~~limiting ~~may~~the doprecedential ~~any~~effect of the ~~following:~~decision ~~(i)~~on ~~require~~our ~~the~~business. ~~acquisition~~In ofaddition, aCongress ~~permit~~has considered legislation that would generally limit or ~~other~~prohibit ~~authorization~~mandatory ~~before~~pre-dispute ~~exploration~~arbitration ~~commences;~~in ~~(ii)~~consumer ~~restrict~~contracts ~~the~~and ~~types,~~has ~~quantities~~adopted such a prohibition with respect to certain mortgage loans and ~~concentration~~also certain consumer loans to members of ~~various~~the ~~substances~~military ~~that~~on ~~can~~active beduty ~~released~~and intheir dependents. Further, the ~~environment~~Dodd-Frank inAct ~~connection~~directs ~~with~~the ~~exploration~~CFPB ~~activities;~~to ~~(iii)~~study ~~limit~~consumer orarbitration ~~prohibit~~and ~~mineral~~report ~~exploration~~to onCongress, ~~certain~~and ~~lands~~authorizes ~~lying~~the ~~within~~CFPB ~~wilderness~~to adopt rules limiting or prohibiting consumer arbitration, ~~wetlands~~consistent ~~and~~with ~~other~~the ~~protected~~results ~~areas;~~of ~~(iv)~~its ~~require~~study. ~~remedial~~Any ~~measures~~such rule would apply to ~~mitigate~~arbitration ~~pollution~~agreements ~~from~~entered ~~former~~into ~~operations;~~more ~~and~~than ~~(v)~~six ~~impose~~months ~~substantial~~after ~~liabilities~~the ~~for~~final ~~pollution~~rule ~~resulting~~becomes ~~from~~effective ~~our~~(and ~~proposed~~not ~~operations~~to prior arbitration agreements).

~~The~~Any ~~exploration~~judicial ~~of mineral reserves are subject to all of the usual hazards and risks associated with mineral exploration~~decisions, ~~which~~legislation ~~could result in damage to life~~ or ~~property,~~other ~~environmental~~rules ~~damage, and possible legal liability for any~~ or ~~all~~regulations ~~damages.~~that ~~Difficulties,~~impair ~~such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay~~ our ~~exploration~~ability ~~program. Even though we are at liberty~~ to ~~obtain~~enter ~~insurance~~into ~~against~~and ~~certain~~enforce ~~risks~~pre-dispute inconsumer ~~such~~arbitration ~~amounts~~agreements ~~we deem adequate, the nature of those risks is such that liabilities~~ could ~~exceed~~significantly ~~policy~~increase ~~limits~~our orexposure ~~be excluded from coverage. We do not currently carry insurance~~ to ~~protect~~class ~~against~~action ~~these~~litigation ~~risks~~as ~~and~~well ~~there~~as islitigation ~~no assurance that we will obtain such insurance~~ in ~~the~~plaintiff-friendly ~~future~~jurisdictions. ~~There~~Such ~~are~~litigation ~~also~~could ~~risks~~have ~~against~~a ~~that~~material weadverse ~~cannot,~~effect oron ~~may~~our ~~not elect to insure. The costs~~business, ~~which~~results ~~could be associated with any liabilities, not covered by insurance or in excess~~ of ~~insurance~~operations ~~coverage or compliance with applicable laws~~ and ~~regulations may cause substantial delays and require significant capital outlays, adversely affecting our~~ financial ~~position, future earnings, and/or competitive positions~~condition.

~~The~~If ~~prices~~our ofinsurance ~~metals~~coverage limits are ~~highly~~inadequate ~~volatile~~to ~~and~~cover aour ~~decrease~~liabilities inor ~~metal~~we ~~prices~~suffer ~~can~~losses ~~have~~due ato ~~material~~one ~~adverse~~or ~~effect~~more of our insurance carriers defaulting on their obligations, our ~~business~~financial condition and results of operations could be materially adversely affected.

~~The~~As ~~profitability~~a result of ~~natural~~the ~~resource~~liability ~~operations~~risks ~~are~~inherent ~~directly~~in ~~related~~our line of business, we maintain liability insurance intended to ~~the~~cover ~~market~~various ~~prices~~types of ~~the~~property, ~~underlying~~casualty ~~commodities~~and other risks. The ~~market~~types ~~prices~~and amounts of ~~metals~~insurance ~~fluctuate~~that ~~significantly~~we obtain vary from time to time, depending on availability, cost and our decisions with respect to risk retention. The policies are ~~affected~~subject byto deductibles and exclusions that result in our retention of a ~~number~~level of ~~factors~~risk ~~beyond~~on ~~our~~a ~~control,~~self-insured ~~including,~~basis. ~~but~~Our ~~not~~insurance ~~limited~~policies ~~to,~~are ~~the~~subject ~~rate~~to ofannual ~~inflation,~~renewal. ~~the~~The ~~exchange~~coverage ~~rate~~limits of ~~the~~our ~~dollar~~insurance topolicies ~~other~~may ~~currencies,~~not ~~interest~~be ~~rates~~adequate, and ~~global~~we ~~economic~~may ~~and~~not ~~political~~be ~~conditions.~~able ~~Price~~to ~~fluctuations~~obtain liability insurance in the ~~metals~~future ~~market~~on ~~from~~acceptable ~~the~~terms ~~time~~or ~~exploration~~at ~~for~~all. aIn ~~mine~~addition, isour ~~undertaken~~insurance ~~and~~premiums may be subject to increases in the ~~time~~future ~~production~~which ~~can~~may ~~commence~~be ~~can~~material. ~~significantly~~Furthermore, ~~affect~~the losses that are insured through commercial insurance are subject to the ~~profitability~~credit risk of athose ~~mine~~insurance companies. ~~Accordingly,~~While we ~~may~~believe ~~begin~~our tocommercial ~~develop~~insurance aproviders ~~minerals~~are ~~property~~currently atcredit aworthy, ~~time~~we ~~when~~cannot ~~the~~assure ~~price~~you ofthat ~~the~~such ~~underlying~~insurance ~~metals~~companies ~~make~~will ~~such~~remain ~~exploration~~so ~~economically~~in ~~feasible~~the ~~and,~~future. ~~subsequently~~Inadequate insurance coverage limits, ~~incur~~increases ~~losses~~in ~~because~~our ~~metal~~insurance ~~prices~~costs ~~have~~or ~~decreased.~~losses ~~Adverse~~suffered ~~fluctuations~~due to one or more of ~~metals~~our ~~market~~insurance ~~prices~~carriers ~~may~~defaulting ~~force~~on ustheir toobligations, ~~curtail~~could orhave ~~cease~~a material adverse effect on our ~~business~~financial condition and results of operations.

127

~~Mining~~Table ~~operations generally involve a high degree~~ of ~~risk.~~Contents

~~Mining~~Index ~~operations are subject~~ to ~~all~~Financial the hazards and risks normally encountered in the exploration, development and production of base or precious metals, including unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Mining operations could also experience periodic interruptions due to bad or hazardous weather conditions and other acts of God. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailing disposal areas, which may result in environmental pollution and consequent liability.Statements

If ~~any~~we oflose ~~these~~key ~~risks~~management ~~and hazards adversely affect our mining operations~~ or ~~our~~are ~~exploration~~unable ~~activities, they may: (i) increase the cost of exploration~~ to aattract ~~point~~and ~~where~~retain ~~it is no longer economically feasible to continue operations; (ii) require us to write down~~ the ~~carrying~~management ~~value~~talent ofrequired ~~one or more mines or a property; (iii) cause delays or a stoppage in the exploration of minerals; (iv) result in damage~~ to oroperate ~~destruction of mineral properties or processing facilities;~~ and ~~(v)~~grow ~~result~~our inbusiness, ~~personal~~our ~~injury~~business, ~~death~~results ~~or legal liability. Any or all~~ of ~~these~~operations, ~~adverse~~cash ~~consequences~~flows, ~~may~~financial ~~have~~condition aand ~~material~~ability ~~adverse~~to ~~effect~~service on our ~~financial~~debt ~~condition,~~obligations ~~results~~could ofbe ~~operations,~~negatively ~~and future cash flows~~affected.

WeOur ~~may~~continued ~~not~~growth beand ~~able~~future success will depend on our ability to ~~compete~~retain ~~with~~the ~~current~~members ~~and~~of ~~potential~~our ~~exploration~~senior ~~companies~~management team, ~~some~~who possess valuable knowledge of, ~~whom~~and ~~have~~experience ~~greater~~with, ~~resources~~the legal and ~~experience~~regulatory ~~than~~environment weof doour industry and who have been instrumental in developing ~~mineral~~our ~~reserves~~strategic plans and procuring capital to enable the pursuit of those plans. The loss of the services of members of senior management, together with any inability to attract new skilled management, could harm our business and future development.

The ~~natural~~interests ~~resource~~of ~~market~~our issole ~~intensely~~member ~~competitive, highly fragmented and subject to rapid change. We~~ may be ~~unable~~different to compete successfully with our existing competitors or with any new competitors. We will be competing with many exploration companies that have significantly greater personnel, financial, managerial and technical resources than wethose ~~do.~~of ~~This competition from other companies with greater resources and reputations may result in~~ our ~~failure to maintain or expand our business~~investors.

WeJeff ~~may~~Canouse ~~not~~is ~~have~~our ~~access~~founder, Chairman of the Board, Chief Executive Officer and sole member As a result, Mr. Canouse has the ability to control substantially all matters of significance to the ~~supplies~~Company, ~~and~~including ~~materials~~the westrategic ~~need~~direction toof ~~begin~~our ~~exploration~~business, ~~which~~the ~~could~~approval ~~cause~~or usrejection toof ~~delay~~a sale, merger, consolidation or ~~suspend~~other ~~operations~~business combination, the issuances of additional equity or debt securities, amendments of our organizational documents, the entering into of related party transactions and the dissolution and liquidation of the Company.

~~Competition~~As ~~and~~a ~~unforeseen~~result ~~limited~~of ~~sources~~Mr. Canouse’s control of ~~supplies~~our inCompany, ~~the~~his ~~industry~~interests could ~~result~~conflict inwith ~~occasional~~the ~~spot~~interests ~~shortages~~ of ~~supplies~~the Company’s other shareholders and ~~certain~~debtholders. ~~equipment~~For ~~such~~example, asif ~~bulldozers~~we ~~and~~encounter ~~excavators~~financial ~~that~~difficulties weor ~~might~~are ~~need~~unable to ~~conduct~~pay ~~exploration.~~our Wedebts ~~have~~as ~~not~~they ~~attempted~~mature, toMr. ~~locate~~Canouse’s orinterests ~~negotiate~~owner might conflict with ~~any~~the ~~suppliers~~interests of ~~products,~~our ~~equipment~~other orstakeholders. ~~materials~~Mr. WeCanouse ~~will~~might ~~attempt~~also tohave ~~locate~~an ~~products~~interest in pursuing transactions that, ~~equipment~~in ~~and~~his ~~materials~~judgment, ~~prior~~could toenhance ~~undertaking~~his ~~exploration~~equity ~~programs.~~investment, Ifeven wethough ~~cannot~~such ~~find~~transactions ~~the~~might ~~products,~~involve ~~equipment~~risks ~~and~~to ~~materials~~our weother ~~need~~stakeholders. In addition, weMr. ~~will~~Canouse ~~have~~could cause us to ~~suspend~~make ~~our~~acquisitions ~~exploration~~that ~~plans~~increase ~~until~~the weamount doof ~~find~~our ~~the~~indebtedness ~~products~~or sell assets, ~~equipment~~either ~~and~~of ~~materials~~which may impair our ability to make payments under the notes.

WeEconomic ~~are~~recession, anunemployment ~~exploration~~and ~~stage~~other ~~company,~~factors that result in a reduction in demand for our products and ~~there~~services isand nofailure ~~assurance~~by ~~that~~us to adapt to such a ~~commercially~~reduction ~~viable~~could ~~deposit~~adversely oraffect ~~“reserve”~~our ~~exists~~business inand ~~the~~results ~~property~~of inoperations, ~~which~~as wewell ~~have~~as ~~claim~~our ability to service our debt obligations.

WeFactors ~~are~~that aninfluence ~~exploration~~demand ~~stage~~for ~~company~~our products and ~~cannot~~services ~~assure~~include ~~you~~macroeconomic ~~that~~conditions asuch ~~commercially~~as ~~viable deposit~~employment, orpersonal ~~“reserve,”~~income ~~exists~~and onconsumer ~~our~~sentiment. ~~mineral~~If ~~properties.~~consumers ~~Therefore,~~become ~~determination~~more ofpessimistic regarding the ~~existence~~outlook offor athe ~~reserve~~economy ~~will~~and ~~depend~~therefore onspend ~~appropriate~~less and ~~sufficient~~save ~~exploration~~more, ~~work~~demand ~~and~~for ~~the~~title ~~evaluation~~loans ofmay ~~legal~~decline. In addition, weakened economic conditions may result in an increase in loan defaults and ~~environmental~~loan ~~factors~~losses. IfWe wecan ~~fail~~give tono ~~find~~assurance ~~commercially~~that ~~viable~~we ~~deposits,~~will be able to sustain our ~~financial~~current ~~condition~~bad ~~and~~debt ~~results~~rates ofor ~~operations~~that we will not experience increasing difficulty in collecting defaulted loans. Further, in an economic slowdown, we could be ~~materially~~required ~~adversely~~to ~~affected~~tighten our underwriting standards, which likely would reduce our loan balances.

WeWorldwide ~~depend~~pandemic, onsuch ~~our~~as ~~officers~~the ~~and~~coronavirus ~~directors~~may ~~and~~result ~~the~~in ~~loss~~an ofalmost ~~these~~total ~~individuals~~elimination ~~could~~for ~~adversely~~the ~~affect~~demand for our ~~business~~services.

~~Our~~Should ~~Company~~we isfail ~~completely~~to ~~dependent~~adapt onto ~~our~~significant ~~two~~changes ~~officers~~in ~~and~~consumers’ ~~directors~~demand for our products or services, ~~Rick~~our ~~Walchuk~~revenues could decrease significantly and ~~Alexander~~our ~~Tsingos~~operations could be harmed. We ~~currently~~Even ~~have~~if nowe ~~employees~~do ~~and~~make ~~the~~changes ~~loss~~to ofexisting ~~either~~products or ~~both~~services ofor ~~these~~introduce ~~individuals~~new ~~could~~products ~~significantly~~or ~~and~~services ~~adversely~~to ~~affect~~fulfill ~~our~~consumer ~~business. We~~demand, doconsumers ~~not~~may ~~carry~~resist ~~any~~or ~~life~~may ~~insurance~~reject onsuch ~~our~~products ~~directors~~or ~~and officers~~services.

13We are subject to liabilities for claims related to repossession of automobiles.

~~RISKS~~We ~~RELATING~~use TOapproved ANthird-party ~~INVESTMENT~~providers INin ~~OUR~~connection ~~SECURITIES~~with the repossession of defaulting customers’ automobiles. We typically enter into agreements with these providers in which they indemnify us for all losses related to claims arising from a repossession and warrant that they maintain insurance sufficient to cover such claims and indemnification obligations; however, we do not enter into these agreements with every third-party provider. We are subject to the risk that any third-party provider that we use may not have sufficient insurance to cover such claims or indemnification obligations. In such event, we may be subject to claims of customers related to repossession, which could have an adverse effect on our business.

~~Our Common Stock Price May be Volatile~~8

~~The~~Table ~~trading price~~ of our common stock may fluctuate substantially. The price of our common stock, at any given time, may be higher or lower than the price you pay for your shares, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include the following: (i) price and volume fluctuations in the overall stock market from time to time; (ii) volatility resulting from trading in derivative securities related to our common stock including puts, calls, long-term equity anticipation securities, or leaps, or short trading positions; (iii)actual or anticipated changes in our earnings or fluctuations in our operating results or changes in the expectations of securities analysts; (iv) general economic conditions and trends; (v) loss of a major funding source; or (vi) departures of key personnel.Contents

~~Because~~Index ofto ~~the~~Financial ~~early stage of development and the nature of our business, our securities are considered highly speculative.~~Statements

~~Our~~Disruptions ~~securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged~~ in the ~~business~~credit ~~of exploring~~ and, ifcapital ~~warranted~~markets ~~and~~could ~~feasible,~~negatively ~~developing~~impact ~~natural resource properties. Our mining claims are in~~ the ~~exploration~~availability ~~stage only~~ and ~~are~~cost ~~without proven reserves~~ of ~~natural resources. Accordingly~~borrowing, wewhich ~~have~~could ~~not~~adversely ~~generated~~affect ~~any revenues nor have we realized a profit from~~ our ~~-operations~~results to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of ~~natural resources~~operations, ~~which~~cash ~~itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues~~flows, wefinancial ~~will~~condition ~~have~~and ability to ~~raise~~service ~~additional monies through the sale of~~ our ~~equity securities or~~ debt ~~in order to continue our business operations~~obligations.

Borrowed funds represent a significant portion of our capital. We ~~may~~rely on borrowed capital, together with cash flows from operations, to fund our working capital needs, including making title loans. Disruptions in the credit and capital markets, such as those experienced in 2008 and 2009, could adversely affect our ability to obtain capital to make title loans and to refinance existing debt obligations. Efficient access to these markets is critical to our ongoing financial success; however, our future access to the credit and debt capital markets could become restricted due to a variety of factors, ~~issue~~including a deterioration of our earnings, cash flow, balance sheet quality or overall business or industry prospects, a sustained disruption or further deterioration in the state of the credit or capital markets or a negative bias toward our industry by market participants. The disruptions and volatility in the credit and capital markets in 2008 and 2009 have caused banks and other credit providers to restrict availability of new credit facilities and require higher pricing upon renewal of existing credit facilities. Our ability to obtain additional ~~common~~financing ~~shares~~in ~~that~~the ~~would~~future ~~reduce~~will ~~investors’~~depend ~~percent~~in part upon prevailing credit and capital markets conditions, and the current state of ~~ownership~~the credit and capital markets may ~~dilute~~adversely affect our ~~share~~efforts ~~value~~to arrange additional financing on satisfactory terms. If adequate funds are not available, or are not available on acceptable terms, we may not be able to make future title loans, take advantage of acquisitions or other opportunities or respond to competitive challenges.

~~The~~Changes ~~future issuance of common shares may result~~ in ~~substantial~~credit ~~dilution~~ratings ~~in the percentage of our common shares held by our then existing stockholders. We may value any common shares~~ issued ~~in the future on an arbitrary basis. The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the common shares held~~ by ~~our~~statistical ~~investors,~~rating ~~and~~organizations ~~might~~could ~~have~~adversely anaffect ~~adverse effect on any trading market for~~ our ~~common~~costs ~~shares~~of financing.

~~Market~~Credit rating agencies rate our indebtedness based on factors that include our operating results, actions that we take, their view of the general outlook for ~~Penny~~our ~~Stock~~industry ~~has~~and ~~suffered~~their inview ~~recent~~of ~~years~~the ~~from~~general ~~patterns~~outlook for the economy. Actions taken by the rating agencies can include maintaining, upgrading or downgrading the current rating or placing us on a watch list for possible future downgrading. Downgrading the credit rating of ~~fraud~~our indebtedness or placing us on a watch list for possible future downgrading could limit our ability to access the capital markets to meet liquidity needs and ~~abuse~~refinance maturing liabilities or increase the interest rates and our cost of financing.

~~Stockholders~~Competition ~~should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered~~ in ~~recent years from patterns of fraud and abuse. Such patterns include: (i) control of~~ the ~~market~~financial ~~for~~services ~~the~~industry ~~security~~could bycause ~~one~~us ~~or a few broker-dealers that are often related~~ to ~~the~~lose ~~promoter~~market orshare ~~issuer; (ii) manipulation of prices through prearranged matching of purchases~~ and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and, (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor lossesrevenues.

~~Our~~The ~~common~~industry ~~shares~~in ~~are~~which ~~subject~~we operate has low barriers to ~~the~~entry ~~“Penny~~and ~~Stock”~~is ~~Rules~~highly fragmented and very competitive. We encounter significant competition from other automobile title lending companies, pawnshops, installment lending companies, online lenders, consumer finance companies and providers of ~~the~~other ~~SEC~~forms of alternative financial services, many of which ~~makes~~have ~~transactions~~significantly ingreater ~~our~~financial ~~stock~~resources ~~cumbersome~~than ~~and~~we ~~may~~do. ~~reduce~~Significant increases in the ~~value~~number or size of ancompetitors ~~investment~~or other changes in competitive influences could cause us to lose market share and experience slowing or declining revenues, thereby affecting our ~~stock~~ability to generate sufficient cash flow to fund our operations and service our indebtedness. We cannot assure you that we will be able to compete successfully with our competitors.

~~The~~Competition ~~SEC~~for ~~has~~market ~~adopted~~share ~~regulations~~will ~~that~~likely ~~generally~~intensify. ~~define~~Increased acompetition ~~"penny~~could ~~stock"~~lead to beconsolidation ~~any~~within ~~equity~~the ~~security~~industry. ~~other~~If ~~than~~our acompetitors ~~security~~get ~~excluded~~stronger ~~from~~through ~~such~~consolidation ~~definition~~and bywe ~~Rule~~are ~~3a51-1~~unable ~~under~~to ~~the~~identify ~~Securities~~attractive ~~Exchange~~consolidation ~~Act~~opportunities, ofwe ~~1934,~~could asbe ~~amended.~~at ~~For~~a ~~the~~competitive ~~purposes~~disadvantage ~~relevant~~and toexperience ~~our~~declining ~~Company,~~market itshare isand ~~any~~revenue. ~~equity~~If ~~security~~these ~~that~~events ~~has~~materialize, athey ~~market~~could ~~price~~negatively ofaffect ~~less~~our ~~than~~ability ~~$5.00~~to ~~per~~generate ~~share,~~sufficient ~~subject~~cash flow to ~~certain~~fund ~~exceptions~~our operations and service our indebtedness.

14In addition to increasing competition among traditional providers of alternative financial services to consumers, there is a risk of losing market share to new market entrants such as banks and credit unions. Several large financial institutions have introduced payday-like products in the last few years. Broad consumer adoption of these alternatives could reduce the number of loans we make and adversely affect our cash flows.

Our ~~common~~growth ~~shares~~strategy ~~are~~calls ~~currently~~for ~~regarded~~opening asadditional ~~a “penny stock”~~stores, ~~since~~both ~~our~~in ~~shares~~states ~~are~~in ~~not~~which ~~listed~~we oncurrently aoperate ~~national~~and ~~stock~~states ~~exchange~~into orwhich ~~quoted~~we onare ~~the~~looking ~~NASDAQ Market within the United States,~~ to ~~the extent the market price for its shares is less than $5~~expand.00 ~~per~~If ~~share.~~our ~~The~~competitors ~~penny~~aggressively ~~stock~~pursue ~~rules~~store ~~require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC~~expansion, tocompetition ~~provide a customer with additional information including current bid and offer quotations~~ for ~~the~~store ~~penny~~sites ~~stock,~~could ~~the~~result ~~compensation of the broker-dealer and its salesperson~~ in ~~the~~a ~~transaction,~~failure ~~monthly~~to ~~account~~open ~~statements showing~~ the ~~market~~planned ~~value~~number of ~~each~~stores ~~penny~~and ~~stock~~could ~~held~~result in ~~the~~increased ~~customer's~~costs ~~account, and~~ to ~~make~~procure adesired ~~special written determination that the penny stock is a suitable investment for the purchaser~~locations, ~~and~~both ~~receive~~of ~~the~~which ~~purchaser's~~could ~~written~~impair ~~agreement~~our toresults ~~the~~of ~~transaction~~operations.

To the extent these requirements may be applicable; they will reduce the level of trading activity in the secondary market for the common shares and may severely and adversely affect the ability of broker-dealers to sell the common shares.9

~~FINRA~~Table ~~sales~~of ~~practice requirements may also limit a stockholders ability to buy and sell our stock.~~Contents

InIndex ~~addition~~ to ~~the~~Financial penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.Statements

~~Our~~External ~~common~~factors ~~stock~~and ~~may~~other ~~experience~~circumstances ~~extreme~~over ~~rises~~which orwe ~~declines~~have inlimited ~~price,~~control ~~and~~or ~~you~~that ~~may~~are ~~not~~beyond beour ~~able~~control tocould ~~sell~~adversely ~~your~~affect ~~shares~~our atability orto ~~above~~grow through the ~~price~~opening ~~paid~~of new stores.

Our ~~common~~expansion ~~stock~~strategy ~~may~~includes beopening ~~highly~~new ~~volatile~~stores. ~~and~~The ~~could~~success beof ~~subject~~this tostrategy ~~extreme~~is ~~fluctuations~~subject ~~in response~~ to ~~various~~numerous external factors, ~~many of which are beyond our control~~including, ~~including (~~but not ~~necessarily~~ limited to): (i) the trading volume of our shares; (ii) the number of securities analysts, market-makers and brokers following our common stock; (iii) changes in, or failure to achieve, financial estimates by securities analysts; (iv) actual or anticipated variations in quarterly operating results; (v) conditions or trends in our business industries; (vi) announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; (vii) additions or departures of key personnel; (viii) sales of our common stock; and (ix) general stock market price and volume fluctuations of publicly-trading and particularly , microcap companies.

~~Investors may have difficulty reselling shares of our common stock, either at or above~~ ·the ~~price~~availability ~~they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance~~ of ~~individual~~sites ~~companies,~~with ~~and~~acceptable ~~because~~restrictions our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such shareholder litigation currently pending or threatened against the Company, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and ~~the~~suitable diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTCBB and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to manipulation by market-makers, short-sellers and option traders.terms;

We·our ~~have~~ability ~~not and do not intend~~ to ~~pay~~attract, ~~any~~train ~~cash dividends on our common shares~~ and, ~~consequently,~~retain ~~our~~qualified ~~stockholders~~store ~~will~~management ~~not be able to receive a return on their shares unless they sell them.~~personnel;

~~We intend to retain any future earnings to finance the development and expansion of~~ ·our ~~business.~~ability ~~We have not, and do not, anticipate paying any cash dividends on our common shares in the foreseeable future. Unless we pay dividends, our stockholders will not be able~~ to ~~receive~~access ~~a return on their shares unless they sell them.~~capital;

15·our ability to obtain required government permits and licenses;

A·the ~~decline~~prevailing inlaws ~~the~~and ~~price~~regulatory environment of ~~our~~each ~~common~~state ~~stock~~or ~~could~~jurisdiction ~~affect~~in ~~our~~which ~~ability~~we tooperate ~~raise~~or ~~further~~seek ~~working~~to ~~capital~~operate, itwhich ~~may~~are ~~adversely~~subject ~~impact our ability~~ to ~~continue~~change ~~operations~~at ~~and~~any wetime; ~~may go out of business.~~and

~~A prolonged decline in~~ ·the ~~price~~degree of ~~our~~competition ~~common stock could result~~ in anew ~~reduction~~markets ~~in the liquidity of our common stock~~ and aits reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, or convertible debt instruments, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our ~~business plan and operations, including our~~ ability to ~~develop~~attract new ~~products~~customers and ~~continue~~ our ~~current~~ability ~~operations.~~to aadapt ~~result,~~ our ~~business~~infrastructure ~~may suffer,~~ and ~~not~~systems ~~be successful and we may go out of business. We also might not be able~~ to ~~meet~~accommodate our ~~financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business~~growth.

~~Deer~~Some ~~Valley~~of ~~will~~these ~~pay~~factors ~~less~~are ~~than~~outside ~~the~~of ~~then-prevailing~~our ~~market~~control. ~~price~~The ~~for~~failure to execute our ~~common~~expansion ~~stock~~strategy would adversely affect our ability to expand our business and could materially adversely affect our business, prospects, results of operations and financial condition.

~~The~~If ~~common~~our ~~stock~~estimates to be issued to Deer Valley pursuant to the Investment Agreement will be purchased at a 25% discount from the lowest volume weighted average price during the ten (10) trading days immediately prior to receipt by the Investor of ~~the~~allowance ~~Put~~for ~~Notice. Deer~~loan ~~Valley~~losses ~~has~~and aaccrual ~~financial~~for ~~incentive~~losses toon ~~sell~~loans ~~our~~we ~~common~~process ~~stock~~and ~~immediately~~guarantee ~~upon~~for ~~receiving~~an ~~the~~unconsolidated ~~shares~~third-party tolender ~~realize~~are ~~the~~not ~~profit~~adequate ~~equal~~ to ~~the~~absorb ~~difference between the discounted price and the market price. If Deer Valley sells the shares~~losses, ~~the price of~~ our ~~common~~results ~~stock could decrease. If our stock price decreases, Deer Valley may have a further incentive to sell the shares~~ of ~~our~~operations ~~common~~and ~~stock~~financial ~~that~~condition ~~it holds. These sales~~ may ~~have~~be anegatively ~~further impact on our stock price~~affected.

~~Your~~We ~~ownership~~maintain ~~interest~~an ~~may~~allowance befor ~~diluted~~loan ~~and~~losses ~~the~~for ~~value~~estimated ofprobable losses on our ~~common~~title ~~stock~~loans.. ~~may~~These ~~decline~~reserves, ifhowever, ~~and~~are ~~when~~estimates, weand ~~exercise~~if actual losses are greater than our ~~put~~reserves, ~~rights~~our ~~pursuant~~results toof ~~the~~operations ~~Investment~~and ~~Agreement~~financial ~~with~~condition ~~Deer~~could ~~Valley~~be adversely affected.

~~Effective~~Our ~~April~~business ~~30 2012,~~ and asresults ~~amended~~of ~~May~~operations 1,may ~~2012,~~be weadversely ~~entered~~affected ~~into~~if ~~a $3,000,000 Investment Agreement with Fairhills, which was assigned to Deer Valley on November 6, 2012. Pursuant to the Investment Agreement, when~~ we ~~deem~~are itunable ~~necessary, we may raise capital through the private sale of our common stock~~ to ~~Deer~~manage Valley at a price equal to a 25% discount from the lowest volume weighted average price during the ten (10) trading days immediately prior to receipt by the Investor of the Put Notice. Because the put price is lower than the prevailing market price of our ~~common~~growth ~~stock, to the extent that the put right is exercised, your ownership interest may be diluted~~effectively.

WeThere ~~are~~can ~~registering~~be anno ~~aggregate~~assurance that we will be able to continue to grow our business or that our current business, results of 18operations and financial condition will not suffer if we fail to prudently manage our growth. Failure to grow the business and generate estimated future levels of cash flow could inhibit our ability to service our debt obligations. Our expansion strategy,~~000~~ which contemplates growing our title loans receivable in existing stores,~~000~~ ~~shares~~opening new stores in existing markets and opening new stores in new markets, is subject to significant risks. Our current business and results of ~~common~~operations ~~stock~~and any future growth depend upon a number of factors, including the ability to beobtain ~~issued~~and ~~under~~maintain financing to support these opportunities, the ~~Investment~~ability ~~Agreement.~~to ~~The~~hire, ~~sale~~train and retain an adequate number of qualified employees, the ability to obtain and maintain any required government permits and licenses, the ability to successfully integrate any acquired operations as well as other factors, some of which are outside of our control, such ~~shares~~as the continuation of favorable regulatory and legislative environments. Further, expansion into additional states will increase our regulatory and legal risks. Regulatory and legal actions could ~~depress~~divert ~~the~~management’s ~~market~~attention ~~price~~away from executing our growth strategy. The profitability of our ~~common~~current ~~stock~~operations could suffer as management’s attention is diverted toward our expansion plans.

We are registering an aggregate of 18,000,000 Shares of common stock under a registration statement for issuance pursuant to the Investment Agreement with Deer Valley. Notwithstanding Deer Valley’s ownership limitation, the 18,000,000 Shares would represent approximately 25.7% of our shares of common stock outstanding immediately after our exercise of the put right under the Investment Agreement. The sale of these Shares into the public market by Deer Valley could depress the market price of our common stock. 10

AtTable ~~an assumed purchase price under the Investment Agreement~~ of $0.04595 (equal to 75% of the closing price of our common stock of $0.0612 on May 25, 2012), we will be able to receive up to $436,524 in 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. . However, as the closing bid price of the Shares have dropped substantially since the date of the Investment Agreement, we will be required to register far more than 55,788,357 additional Shares to obtain the balance of $2,563,475 under the Investment Agreement. We are currently authorized to issue 800,000,000 shares of our common stock. Deer Valley has agreed to refrain from holding an amount of shares which would result in Deer Valley from owning more than 4.99% of the then-outstanding shares of our common stock at any one time. Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Investment Agreement.Contents

16Index to Financial Statements

We may not ~~have~~be ~~access~~successful toat ~~the~~entering ~~full~~new ~~amount~~businesses ~~available~~or ~~under~~broadening the ~~Investment~~scope ~~Agreement~~of our existing product and service offerings.

OnWe ~~October~~may 1,enter ~~2012,~~into new businesses that are adjacent or complementary to our existing businesses and that broaden the ~~Company~~scope ~~drew~~of ~~down~~our ~~$15,000~~existing product and service offerings. We may not achieve our expected growth if we are not successful in ~~funds~~these ~~under~~efforts. In addition, entering into new businesses and broadening the ~~Investment~~scope ~~Agreement~~of our existing product and ~~issued~~service ~~620,000~~offerings ~~Shares~~may require significant upfront expenditures that we may not be able to ~~Fairhills~~recoup in the future. These efforts may also divert management’s attention and expose us to new risks and regulations which may have a material adverse effect on our business, results of operations and financial condition.

~~Our ability to continue to draw down funds and sell shares under the Investment Agreement requires that the registration statement continue to be effective.~~ In ~~addition,~~certain ~~the registration statement of which this prospectus is a part registers 9~~states,~~500,000~~ ~~Shares~~we ~~issuable~~rely ~~under~~on ~~the~~third ~~Investment~~parties ~~Agreement, and our ability~~ to ~~access~~make ~~the~~loans ~~Investment Agreement~~ to ~~sell any remaining shares issuable under the Investment Agreement is subject to~~ our ~~ability~~customers, ~~to prepare~~ and ~~file one or more additional registration statements registering~~ the ~~resale~~loss of ~~these~~access ~~shares. These subsequent registration statements may be subject~~ to ~~review~~any ~~and comment by the staff~~ of ~~the SEC, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of~~ these ~~subsequent~~third ~~registration~~parties ~~statements~~could ~~cannot~~significantly beincrease ~~assured. The effectiveness of these subsequent registration statements is a condition precedent to~~ our ~~ability~~costs toand ~~sell~~change the ~~shares~~way ofwe ~~common~~operate ~~stock~~in ~~subject to~~ these ~~subsequent registration statements to Deer Valley under the Investment Agreement~~jurisdictions.

~~Certain~~In ~~Restrictions~~certain onstates, ~~the~~we ~~extent~~operate ofas ~~puts~~a CSO and ~~the~~therefore ~~delivery~~arrange for an unrelated third party to make loans to our customers. There are a limited number of ~~advance~~third ~~notices~~parties ~~may~~that ~~have~~make ~~little,~~these iftypes ~~any~~of loans, ~~effect~~and onthere ~~the~~is ~~adverse~~significant ~~impact~~demand ofand ~~our~~competition ~~issuance~~for the services of ~~shares~~these third parties. These third parties rely on borrowed funds in ~~connection~~order ~~with~~to ~~the~~make ~~Investment~~consumer ~~Agreement,~~loans. If these third parties lose their ability to make loans or become unwilling to make loans and aswe ~~such~~are unable to find another lending partner, ~~Deer~~our ~~Valley~~cost of arranging these loans may ~~sell~~increase significantly and we could be forced to change the way we operate in these jurisdictions, which may have a ~~large~~material ~~number~~adverse ofeffect ~~shares~~on our financial results, ~~resulting~~make it difficult to operate profitably in ~~substantial~~these ~~dilution~~locations toand ~~the~~negatively ~~value~~affect ofour ~~the~~ability ~~shares~~to ~~held~~service byour ~~existing~~debt ~~shareholders~~obligations.

~~Deer~~We ~~Valley~~depend ~~has~~on ~~agreed,~~hiring ~~subject to certain exceptions listed in the Investment Agreement, to refrain from holding~~ an ~~amount~~adequate ofnumber ~~shares which would result in Deer Valley or its affiliates owning more than 4.99%~~ of ~~the~~hourly ~~then-outstanding~~employees ~~shares~~to ofrun our ~~common~~business ~~stock~~and atare ~~any~~subject ~~one~~to ~~time. These~~government ~~restrictions,~~regulations ~~however,~~concerning dothese ~~not prevent Deer Valley from selling shares of common stock received in connection with a put,~~ and ~~then~~our ~~receiving~~other ~~additional shares of common stock in connection with a subsequent put. In this way~~employees, ~~Deer~~including ~~Valley~~minimum ~~could~~wage ~~sell more than 4~~laws.~~99% of the outstanding common stock in a relatively short time frame while never holding more than 4.99% at one time.~~

Our workforce is comprised primarily of employees who work on an hourly basis. In certain areas where we operate, there is significant competition for employees. The lack of availability of an adequate number of hourly employees or an increase in wages and benefits to current employees could adversely affect our business, results of operations, cash flows, financial condition and ability to service our debt obligations. We are subject to applicable rules and regulations relating to our relationship with our employees, including minimum wage and break requirements, health benefits, unemployment and sales taxes, overtime and working conditions and immigration status. Accordingly, legislated increases in the federal minimum wage, as well as increases in additional labor cost components such as employee benefit costs, workers’ compensation insurance rates and compliance costs and fines, would increase our labor costs, which could have a material adverse effect on our business, prospects, results of operations and financial condition.

~~ITEM~~Any ~~1B. UNRESOLVED~~disruption ~~STAFF~~in ~~COMMENTS~~the availability or security of our information systems could adversely affect our business operations.

~~None~~We rely heavily upon our information systems to process customer loan transactions, account for our business activities and generate the reporting used by management for analytical and decision-making purposes. Each of our stores is part of an integrated data network designed to facilitate underwriting decisions, reconcile cash balances and report revenue and expense transaction data. Our back-up systems and security measures could fail to prevent a disruption in the availability or performance of our information systems. Any disruption in the availability or performance of our information systems could significantly disrupt our operations and cause us to lose customers and revenue. Further, a security breach of our information systems could also interrupt or damage our operations or harm our reputation. We could be subject to liability if confidential customer information is misappropriated from our information systems. Despite the implementation of significant security measures, our information systems may still be vulnerable to physical break-ins, computer viruses, programming errors, employee misappropriation and attacks by third parties or similar disruptive problems, which could require us to incur significant expense to eliminate these problems and address related data security concerns.

~~ITEM 2. PROPERTIES~~11

~~Our~~Table ~~executive staff offices remotely from corporate offices in Las Vegas, Nevada, which are our principal offices. These offices provide mail, and the use~~ of office facilities as required. The fees for these offices are approximately $50 per month. Our sole director and officer, Rick Walchuk provides office space where he works in his country of residence, free of charge to the Company. Our office is located at 3651 Lindell Road, Ste. D#138, Las Vegas, Nevada. Our telephone number is 800-508-6149.Contents

~~Clayton~~Index ~~Valley~~to ~~Properties~~Financial Statements

~~Clayton~~We ~~Ridge~~may ~~and~~be ~~Ralston~~unable ~~Basin~~to ~~(Mud~~protect ~~Lake)~~our proprietary technology or keep up with that of our competitors.

OnThe ~~May~~success ~~31,~~of ~~2011,~~our webusiness ~~entered~~depends ~~into~~to a ~~property~~significant ~~acquisition~~degree ~~agreement~~upon ~~with~~the ~~GeoXplor~~protection ~~Corp~~of our software and other proprietary intellectual property rights. ~~Pursuant~~We may be unable to ~~the~~deter ~~terms~~misappropriation of ~~the~~our ~~agreement;~~proprietary weinformation, ~~acquired~~detect anunauthorized ~~option~~use or take appropriate steps to enforce our intellectual property rights. In addition, ascompetitors ~~well~~could, aswithout ~~exploration~~violating our proprietary rights, indevelop ~~certain~~technologies ~~unpatented~~that ~~mining~~are ~~claims~~as ~~located~~good inas ~~Clayton~~or ~~Valley,~~better ~~Nye~~than ~~County,~~our ~~Nevada~~technology. ~~Subsequently~~Our onfailure ~~October~~to ~~27,~~protect ~~2011,~~our wesoftware ~~entered~~and ~~into~~other anproprietary ~~amended~~intellectual property ~~acquisition~~rights ~~agreement~~or ~~which~~to ~~amended~~develop ~~and~~technologies ~~replaced~~that ~~the~~are ~~original~~as ~~agreement~~strong as our competitors’ could put us at a disadvantage to our competitors. Any such failures could have a material adverse effect on our business, prospects, results of operations and financial condition.

OnAdverse ~~June~~real ~~20,~~estate ~~2012,~~market wefluctuations ~~entered~~could ~~into~~affect anour ~~amended property acquisition agreement which amended and replaced the May 31, 2011 agreement and the October 27, 2011 agreement~~profits.

17We currently lease all of our locations. A significant rise in real estate prices or real property taxes could result in an increase in store lease costs as we open new locations and renew leases for existing locations. Any such increase, especially in Georgia could have a material adverse effect on our business, prospects, results of operations and financial condition.

~~Under~~Our ~~the~~business ~~amended~~is ~~agreement~~seasonal, wewhich ~~amended~~causes ~~and~~our ~~extended~~revenues ~~the terms for payments~~ to ~~GeoXplor~~fluctuate ~~Corp.~~and inmay ~~exchange~~adversely ~~for~~affect ~~the~~our ~~issuance~~ability ofto ~~additional~~service ~~shares~~our debt.

·Our ~~$75,000~~business ontypically ~~May~~declines ~~31,~~slightly ~~2011~~in ~~(paid);~~the ·first ~~$25,000~~quarter onas ~~June~~a ~~22,~~result ~~2012~~of ~~(paid);~~customers’ ~~$25,000~~receipt onof ~~March~~tax 4,refund ~~2013;~~checks. ·Demand ~~$150,000~~for onour ~~May~~services ~~31,~~is ~~2013;~~generally ·greatest ~~$100,000~~during onthe ~~May~~fourth ~~31,~~quarter. ~~2014;~~This ·seasonality ~~2,750,000~~requires ~~shares~~us to bemanage ~~issued~~our ascash ~~follows:~~flows ~~(1)~~over ~~500,000~~the ~~shares~~course of ~~our~~the ~~common~~year. ~~stock~~If onthe ~~execution~~state ofor ~~the~~federal ~~Original~~government ~~Agreement~~were ~~(issued);~~to ~~(2)~~pursue ~~250,000~~economic ~~shares~~stimulus ofactions ~~our~~or ~~common~~issue ~~stock~~additional ontax ~~execution~~refunds ofor tax credits at other times during the ~~Amended~~year, ~~Agreement~~such ~~(issued);~~actions ~~(3)~~could ~~750~~have a material adverse effect on our business,~~000~~ ~~shares~~prospects, results of operations and financial condition during those periods. If our ~~common~~revenues ~~stock~~were onto orfall ~~before~~substantially ~~June~~below ~~22,~~what ~~2012;~~we ~~(issued)~~would ~~(4)~~normally ~~500,000~~expect ~~shares~~during ofcertain periods, our ~~common~~annual ~~stock~~financial onresults orwould ~~before~~be ~~the~~adversely ~~date~~impacted ~~two~~and ~~years~~our ~~from~~ability ~~the~~to ~~date~~service ofour ~~the~~debt ~~Original~~may ~~Agreement;~~also ~~and~~be adversely affected.

~~(5)~~We ~~500,000~~have ~~shares~~incurred ofincreased ~~our~~costs ~~common~~as ~~stock~~a onresult orof ~~before~~becoming ~~the~~subject ~~date~~to ~~three years from~~ the ~~date~~reporting requirements of the ~~Original~~Exchange ~~Agreement;~~Act, and Asuch ~~3.0%~~reporting ~~net~~requirements ~~value~~may ~~royalty~~divert onmanagement’s ~~production~~attention ~~of Lithium and other minerals~~ from ~~the~~our ~~Property measured by 3% of the gross proceeds less costs associated with production from the Property~~business. ~~The Company has the right to purchase up to 2% of the Net Value Royalty for $1,000,000 for each 1%.~~

~~Should~~Upon registration of our senior secured notes under the ~~Company~~Securities orAct ~~its~~of ~~assignee~~1933, oras amended, we became subject to a ~~joint~~number ~~venture~~of additional requirements, including ~~the~~certain ~~Company~~requirements ~~present~~of athe ~~feasibility~~Exchange ~~study~~Act ~~recommending~~and the ~~mining~~Sarbanes-Oxley Act of ~~Lithium~~2002, ~~from~~or the ~~Property~~“Sarbanes-Oxley Act.” These requirements caused us to incur increased costs and ~~authorize~~might ~~implementation~~place a strain on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting, and also requires that our internal controls be assessed by management beginning with our fiscal year ending December 31, 2012. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. As a ~~mining~~result, ~~plan~~our ormanagement’s ~~sell~~attention might be diverted from other business concerns, ~~option~~which could have a material adverse effect on our business, ~~assigns~~prospects, ~~disposes~~financial orcondition ~~alienates~~and ~~all~~results orof operations. Further, we may not be able to complete our evaluation, testing and any required remediation in a ~~portion~~timely offashion. ~~its~~We ~~interest~~will be testing our internal controls in connection with the ~~Property~~Section 404 requirements and could, ~~the~~as ~~Company~~part ~~shall~~of ~~pay~~that ~~GeoXplor~~documentation anand testing, identify material weaknesses, significant deficiencies or other areas for further attention or improvement. Implementing any appropriate changes to our internal controls may require specific compliance training for our managers, officers and employees, require the hiring of additional ~~bonus~~finance, accounting and other personnel, entail substantial costs to modify our existing accounting systems, and take a significant period of ~~$500~~time to complete. Such changes may not,~~000~~ however, be effective in ~~cash~~maintaining orthe ~~shares~~adequacy of ~~the~~our ~~Company~~internal controls, atand ~~the~~any ~~sole~~failure ~~election~~to ofmaintain ~~GeoXplor~~that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business.

~~Further, we have a required to expense not less than $1,000,000 in exploration and development testing, from the Effective Date of the amended purchase agreement as follows:~~12

~~$100,000~~Table ~~during~~of ~~the first year;~~Contents

~~$200,000~~Index ~~during~~to ~~the~~Financial ~~second year;~~Statements

~~$300,000~~Our ~~during~~substantial ~~the~~level ~~third~~of ~~year;~~indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the senior secured notes.

~~$400~~We have substantial indebtedness. As of December 31,~~000~~ ~~during~~2011, we had approximately $346.1 million of total debt outstanding. Subject to restrictions in the ~~fourth~~Indenture, ~~year~~we may incur additional indebtedness.

IfOur wesubstantial ~~are~~level ~~unable~~of toindebtedness ~~make~~could ~~any~~have ofimportant ~~the~~consequences ~~share~~to ~~issuances~~our orbondholders ~~payments~~and ~~under~~significant ~~the~~effects ~~agreements~~on ~~with~~our ~~GeoXplor~~business, including the ~~property rights will revert to GeoXplor.~~following:

~~During~~·it ~~the~~may ~~fiscal~~be ~~year~~more ~~ended~~difficult ~~August~~for ~~31,~~us ~~2012,~~to ~~the~~satisfy ~~Company~~our ~~made~~financial aobligations, ~~cash~~including ~~payment~~with inrespect ~~the amount of $25,000 (2011-$75,000)~~ to ~~GeoXplor.~~the notes;

~~During~~·our ~~the~~ability ~~period~~to ~~ended~~obtain ~~August~~additional ~~31,~~financing ~~2012,~~for ~~the~~working ~~Company~~capital, ~~issued~~capital 1expenditures,~~000,000~~ ~~(2011-500,000)~~strategic ~~shares~~acquisitions ofor ~~common~~general ~~stock~~corporate topurposes ~~GeoXplor.~~may be impaired;

~~During~~·we ~~the~~must ~~twelve~~use ~~month~~a ~~period~~substantial ~~ended~~portion ~~August~~of ~~31,~~our ~~2012,~~cash flow from operations to pay interest on the ~~Company~~notes ~~paid~~and ~~$122,848~~our ~~(2011-$104,823)~~other toindebtedness ~~GeoXplor~~as inwell ~~respect~~as to ~~the~~fund ~~gravity~~excess ~~survey~~cash flow offers on the ~~property~~notes, ~~and~~which ~~recorded~~will ~~this~~reduce ~~amount~~the asfunds anavailable ~~exploration~~to ~~expense.~~use for operations and other purposes;

~~Clayton~~·our ~~Ridge~~ability ~~Location~~to ~~and~~fund ~~Access~~a change of control offer may be limited;

~~The~~·our ~~Clayton~~substantial ~~Ridge~~level ~~CR 1 – 15 claims are association placer claims in good standing on Bureau~~ of ~~Land~~indebtedness ~~Management~~could ~~land~~place inus ~~Esmeralda~~at ~~County, Nevada. The Clayton Ridge mineral claims are located in the western part of Esmeralda County, Nevada, 38 miles southwest of Tonopah. The nearest town is Silver Peak, which has~~ a ~~population~~competitive ofdisadvantage ~~approximately~~compared ~~200~~to ~~and~~our iscompetitors ~~accessible~~that ~~via~~may ~~State~~have ~~Highway~~proportionately ~~47.~~less debt;

18·our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited; and

~~Access~~·our tosubstantial ~~the~~level ~~property is via paved roads, US highway 95 from the town~~ of ~~Tonopah~~indebtedness ~~and~~may ~~Goldfield~~make ~~and~~us ~~direct~~more ~~access~~vulnerable to ~~the~~economic ~~property~~downturns ~~is via secondary gravel~~ and ~~dirt~~adverse ~~roads.~~developments ~~There~~in ~~are~~our ~~a few four-wheel-drive trails and tracks which turn off from that graded road and provide established paths to various parts of the claim block~~business. ~~Actual four wheel drive is rarely needed on those paths. The nearest rail and commercial airline service is to Las Vegas, NV approximately 190 miles to the southeast.~~

~~Water~~We expect to obtain the funds to pay our expenses and ~~grid-supplied~~repay ~~electricity~~our ~~are~~indebtedness ~~available~~primarily from our operations and, in ~~close~~the ~~proximity~~case of our indebtedness, from a refinancing thereof. Our ability to meet our expenses and make these payments therefore depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flow from operations in the future, and our currently anticipated growth in revenue and cash flow may not be realized, either or both of which could result in our being unable to repay indebtedness, including the notes, or to fund other liquidity needs. If we do not have enough funds, we may be required to refinance all or part of our then existing debt, sell assets or borrow more funds, which we may not be able to accomplish on terms acceptable to us, or at all. In addition, the terms of existing or future debt agreements may restrict us from pursuing any of these alternatives.

19Despite our current indebtedness level, we and any of our existing or future subsidiaries may still be able to incur substantially more debt, which could exacerbate the risks associated with our substantial leverage.

~~History~~We and any of ~~Operations~~our existing and future subsidiaries may be able to incur substantial additional indebtedness in the future. Although the terms of the Indenture contain limitations on our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions. If we incur any additional indebtedness that ranks equally with the notes, the holders of that additional debt will be entitled to share ratably with the holders of the notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of the Company, subject to any collateral securing the notes. If new debt is added to our or any of our existing and future subsidiaries’ current debt levels, the related risks that we now face could be exacerbated.

~~This property is currently without known reserves and the proposed property is exploratory in nature. There is insufficient information for a resource estimate of lithium brines on the property.~~13

20Table of Contents

AIndex ~~reconnaissance~~to ~~gravity~~Financial survey consisting of two lines was recently conducted over the Clayton Ridge claims by Hasbrouck Geophysics under the guidance of GeoXplor Corp. Jim Hasbrouck analyzed and interpreted the survey's data; the results indicated the presence of significant bedrock and elevation lows which clearly recommend further exploration of the property.Statements

21RISKS RELATING TO OUR COMPANY

22We currently have no source of operating cash flow and we have a history of operating losses.

23We will not receive revenues from operations at any time in the near future, and we have no prior year’s history of earnings or cash flow. We have incurred losses. There can be no assurance that our operations will ever generate sufficient revenues to fund our continuing operations or that we will ever generate positive cash flow from our operations. Further, we can give no assurance that we will attain or sustain profitability in any future period.

~~There~~We isdepend noon ~~history~~our ofofficers ~~lithium~~and ~~exploration~~directors onand the ~~property~~loss ~~previous~~of tothese ~~GeoXplor~~individuals ~~Corp~~could adversely affect our business.

~~Present~~Our ~~Condition~~Company is completely dependent on our sole officer and ~~Plan~~director, Jeffrey M. Canouse. We currently have no employees and the loss of ~~Exploration~~either or both of these individuals could significantly and adversely affect our business. We do not carry any life insurance on our directors and officers.

OnRISKS ~~November~~RELATING ~~22,~~TO ~~2011,~~AN ~~the~~INVESTMENT ~~Company~~IN ~~determined~~OUR to commence initial exploration on Clayton Ridge. The initial phase of the exploration program consisted of a complete gravity survey over the claim area to determine the depths of the basin and delineate troughs or traps that might contain economic values and concentrations of lithium brines. A total of about 125 gravity stations were used. The gravity data was acquired with a leased LaCoste and Romberg Model G gravity meter.SECURITIES

~~The~~Our ~~Company~~Common isStock ~~required~~Price ~~to expend a total of $100,000 in exploration on or before~~ May ~~31,~~be 2012 and this program fulfilled the Company’s requirements for expenditures as the Company has expended a total of $122,848 to GeoXplor in respect to the gravity survey on the property and recorded this amount as an exploration expense.Volatile

The ~~Company~~trading ~~has~~price aof ~~requirement~~our tocommon ~~expend~~stock amay ~~total~~fluctuate substantially. The price of ~~$200~~our common stock,~~000~~ onat ~~exploration~~any bygiven ~~June~~time, 20may be higher or lower than the price you pay for your shares, ~~2013. It~~depending ~~has~~on many factors, some of which are beyond our control and may not ~~yet~~be ~~detailed~~directly ~~any~~related ~~further~~to ~~exploration~~our ~~programs~~operating performance. A ~~portion~~These offactors include the ~~funds~~following: ~~expended~~(i) price and volume fluctuations in ~~2012~~the ~~which~~overall ~~are~~stock market from time to time; (ii) volatility resulting from trading in ~~excess~~derivative ofsecurities ~~the~~related ~~$100,000~~to ~~required~~our ~~expenditure~~common ~~may~~stock beincluding ~~credited~~puts, ~~towards~~calls, ~~this~~long-term ~~$200~~equity anticipation securities,~~000~~ ~~requirement~~or leaps, or short trading positions; (iii)actual or anticipated changes in our earnings or fluctuations in our operating results or changes in the expectations of securities analysts; (iv) general economic conditions and trends; (v) loss of a major funding source; or (vi) departures of key personnel.

~~Geology~~Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

~~Lithium~~Our issecurities amust ~~locatable~~be ~~mineral~~considered ~~according~~highly tospeculative, generally because of the ~~Code~~nature of ~~Federal~~our ~~Regulations.~~business ~~Lithium~~and ~~should~~the beearly ~~located~~stage byof ~~lode~~its ~~claims~~development. ~~where~~We itare ~~occurs~~engaged in ~~bedrock~~the business of exploring and, byif ~~placer~~warranted ~~claims~~and ~~where~~feasible, itdeveloping ~~occurs~~natural inresource ~~alluvium~~properties. ~~The~~Our mining claims ~~cover~~are ain ~~conceptual~~the ~~target~~exploration ~~for~~stage ~~lithium~~only ~~brines~~and are without proven reserves of natural resources. ~~The~~Accordingly, ~~concept~~we ishave ~~consistent~~not ~~with~~generated ~~generally~~any ~~accepted~~revenues ~~data~~nor have we realized a profit from our -operations to date and ~~theories~~there ~~about~~is little likelihood that we will generate any revenues or realize any profits in the ~~formation~~short ofterm. Any profitability in the ~~extensive~~future ~~lithium~~from ~~brine~~our business will be dependent upon locating and developing economic reserves of natural resources, inwhich itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the ~~area~~sale of our equity securities or debt in order to continue our business operations.

~~Lithium~~We ~~production~~may, ~~by Foote Minerals (now Chemetall Foote) began~~ in ~~1967 from brines pumped from~~ the ~~Clayton Valley region~~future, ~~the~~issue ~~next~~additional ~~major~~common ~~valley~~shares tothat ~~the~~would ~~west~~reduce ~~beyond~~investors’ ~~Clayton~~percent ~~Ridge~~of ownership and ~~about~~may 10dilute ~~miles~~our ~~west~~share ~~of the claim group~~value.

AThe ~~preliminary~~future ~~reconnaissance~~issuance ~~gravity~~of ~~geophysical~~common ~~survey~~shares ~~conducted~~may ~~consisting~~result in substantial dilution in the percentage of ~~two~~our ~~lines~~common ~~was~~shares ~~conducted~~held ~~over~~by ~~the~~our CRthen ~~Claims~~existing stockholders. We may value any common shares issued in ~~August~~the ~~2011~~future byon ~~GeoXplor~~an ~~Corp~~arbitrary basis. soThe ~~that~~issuance ~~initial~~of ~~modeling~~common shares for future services or acquisitions or other corporate actions may have the effect of ~~bedrock~~diluting ~~depth~~the value of the common shares held by our investors, and ~~elevation~~might ~~could~~have bean ~~conducted~~adverse effect on any trading market for our common shares.

~~The~~Market ~~modeled~~for ~~bedrock~~Penny ~~depth~~Stock ~~and~~has ~~elevation~~suffered ~~results show significant bedrock and elevation lows along the two lines. These lows, are probably connected, however the bedrock depth and elevation contour maps indicate a small saddle~~ in ~~between~~recent ~~the~~years ~~two~~from ~~lines~~patterns ~~which is actually an artifact~~ of ~~the~~fraud ~~contouring algorithm~~ and ~~is not real (this occurs because the stations are nominally 600 meters apart while the lines are two kilometers apart)~~abuse. Although the modeling of the gravity data indicates that a substantial thickness of sediments exists in the middle of the valley between Clayton Ridge to the west and the Montezuma Range to the east, additional gravity surveys will need to be conducted in the area to determine if these bedrock and elevation lows become shallower to the south and/or north such that a closed basin exists.

24Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include: (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices

The claims are located in the Basin and Range physiographic region which stretches from southern Oregon and Idaho to Mexico. It is characterized by extreme elevation changes between linear, north to northeasterly trending mountains and flat intermountain valleys or basins. Volcanism began as early as the Oligocene geologic epoch about 30 million years ago and with tectonic extension reaching full stride during the Miocene epoch about 17 million years ago.14

~~Clayton~~Table ~~Valley-Montezuma Range is underlain by a thick body~~ of tuffaceous sediments, ranging from upper Miocene to Pliocene in age. The volcanic sequence has been named the Esmeralda formation and consists of approximately 15,000 feet of lucustrine volcanic sediments which include poorly sorted conglomerates and sandstones, limestone, mudstones and tuffaceous units. Fossils suggest a relatively fresh environment of deposition. Two major volcanic events where recorded in the Tertiary sediments. An early Pliocene volcanic episode is represented by a single welded tuff unit with an age of 22 million years and is exposed on the northern end of the Silver Peak Range. The tuff was ejected prior to the block faulting that disturbed the drainage of the Silver Peak region and created several closed basins into which the lower part of the Esmeralda formation was deposited.Contents

AIndex second period of volcanic eruptions with major faulting occurred during the middle Pliocene and resulted in the deformation of the lower Esmeralda sediments creating an angular unconformity. The oldest sediments above the unconformity were assigned to ~~the~~Financial upper Esmeralda unit and have been dated at 6.9 million years. The widespread ash fall tuff that crops out around Clayton Valley and the Montezuma peak area has the same age as the upper Esmeralda sediments (6.9 million years) and has been subjected to major faulting in the form of the Clayton Ridge as well as numerous other unnamed faults which created the present topography.Statements

~~The~~through ~~uplift~~prearranged matching of ~~the~~purchases ~~Sierra~~and ~~Nevada~~sales atand ~~the~~false ~~beginning~~and ofmisleading ~~the~~press ~~Pleistocene~~releases; ~~caused~~(iii) ~~the~~boiler ~~climate~~room ofpractices ~~the~~involving ~~Basin~~high-pressure ~~and~~sales ~~Range~~tactics ~~Province~~and tounrealistic ~~become~~price ~~generally~~projections ~~arid.~~by ~~Pluvial~~inexperienced ~~periods,~~salespersons; ~~correlative~~(iv) ~~with~~excessive ~~the~~and ~~glacial~~undisclosed ~~stages~~bid-ask indifferential ~~the~~and ~~highlands,~~markups ~~resulted~~by inselling ~~increased~~broker-dealers; ~~runoff~~ and, ~~formation~~(v) ofthe ~~temporary~~wholesale ~~lakes~~dumping inof the ~~basins.~~same ~~The~~securities ~~interpluvial~~by ~~periods~~promoters ~~were~~and ~~more~~broker-dealers ~~arid~~after ~~and~~prices ~~led~~have tobeen ~~the~~manipulated ~~concentration~~to ofa ~~the~~desired ~~lake~~level, ~~waters~~along with the ~~remnants~~resulting ofinevitable ~~which~~collapse ~~are~~of ~~the~~those ~~lithium-~~prices ~~rich~~and ~~evaporites~~with ~~and~~consequential ~~brines~~investor losses.

~~Ralston~~Our ~~Basin~~common -shares ~~Mud~~are ~~Lake~~subject ~~Location~~to the “Penny Stock” Rules of the SEC, which makes transactions in our stock cumbersome and ~~Access~~may reduce the value of an investment in our stock.

The ~~Mud~~SEC ~~Lake~~has ~~lithium~~adopted ~~project~~regulations ~~property~~that isgenerally ~~located~~define ~~nine~~a ~~miles~~“penny ~~southwest~~stock” ofto ~~Tonopah~~be ~~Nevada~~any inequity ~~the~~security ~~Ralston~~other ~~Valley.~~than ~~The~~a ~~Mud~~security ~~Lake~~excluded ~~property~~from ~~consists~~such definition by Rule 3a51-1 under the Securities Exchange Act of ~~twenty~~1934, ~~placer~~as ~~claims~~amended. ~~covering~~For ~~approximately~~the ~~3200~~purposes ~~acres~~relevant into ~~Nye~~our ~~County~~Company, ~~and~~it is ~~readily~~any ~~accessible~~equity ~~year~~security ~~round~~that has a market price of less than $5.00 per share, subject to certain exceptions.

25Our common shares are currently regarded as a “penny stock”, since our shares are not listed on a national stock exchange or quoted on the NASDAQ Market within the United States, to the extent the market price for its shares is less than $5.00 per share. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide a customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser's written agreement to the transaction.

~~History~~To the extent these requirements may be applicable; they will reduce the level of ~~Operations~~trading activity in the secondary market for the common shares and may severely and adversely affect the ability of broker-dealers to sell the common shares.

InFINRA ~~1979,~~sales ~~the~~practice ~~U.S.~~requirements ~~Department~~may ofalso ~~Energy~~limit ~~through the U.S. Geological Survey ("USGS") conducted~~ a ~~regional~~stockholders ~~lithium~~ability ~~project~~to ~~which~~buy ~~included sampling, gravity~~ and ~~seismic~~sell ~~surveys~~our ~~on the property~~stock.

AIn ~~reconnaissance~~addition ~~drill~~to ~~Hole~~the ~~(ML-17)~~penny ~~was~~stock ~~completed~~rules promulgated by the ~~U.S.~~SEC, ~~Department~~which ofare ~~Energy~~discussed in ~~September~~the immediately preceding risk factor, ~~1979.~~FINRA ~~The~~rules ~~drill~~require ~~hole~~that isin ~~located~~recommending onan ~~the~~investment ~~northern~~to ~~edge~~a ofcustomer, a broker-dealer must have reasonable grounds for believing that the ~~playa~~investment ~~off~~is ofsuitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the ~~Mudlake~~customer’s ~~claims~~financial status, tax status, investment objectives and ~~penetrated~~other ~~mostly~~information. ~~sand,~~Under ~~layers~~interpretations of ~~clay~~these ~~and~~rules, ~~tuffs~~FINRA believes that ~~terminated~~there inis ~~sandstone~~a high probability that speculative low priced securities will not be suitable for at ~~275~~least ~~feet~~some customers. ~~Lithium~~FINRA ~~values~~requirements ofmake ~~the~~it ~~sediments~~more ~~ranged~~difficult ~~from~~for 24broker-dealers ~~ppm~~to recommend that their customers buy our common stock, which may limit the ability to 75buy ~~ppm~~and sell our stock and ~~averaged~~have ~~33.5~~an ~~ppm~~adverse ~~for~~effect on the 28market ~~samples~~value ~~analyzed~~for our shares.

~~Present~~Our ~~Condition~~common stock may experience extreme rises or declines in price, and ~~Plan~~you ofmay ~~Exploration~~not be able to sell your shares at or above the price paid.

~~The~~Our ~~first~~common ~~phase~~stock ofmay ~~the~~be ~~exploration~~highly ~~for~~volatile ~~the~~and ~~Mud~~could ~~Lake~~be ~~Basin~~subject ~~would~~to beextreme ~~the~~fluctuations ~~completion~~in ofresponse ato ~~gravity~~various ~~survey~~factors, tomany ~~determine~~of ~~the~~which ~~basin~~are ~~sediments-basin~~beyond ~~interface~~our ~~and~~control, ~~define~~including ~~the~~(but ~~area~~not ~~with~~necessarily limited to): (i) the ~~thickest~~trading ~~accumulation~~volume of our shares; (ii) the ~~sediments.~~number Aof ~~reflective~~securities ~~seismic~~analysts, ~~survey~~market-makers ~~would~~and ~~comprise~~brokers ~~the~~following ~~second~~our ~~phase~~common ofstock; ~~the~~(iii) ~~Mud~~changes ~~Lake~~in, ~~exploration~~or ~~program. The~~failure ~~seismic~~to ~~survey~~achieve, ~~will~~financial ~~define~~estimates ~~the~~by ~~brine~~securities ~~layers~~analysts; (iv) actual or anticipated variations in ~~the~~quarterly ~~basin~~operating ~~sediments~~results; ~~and~~(v) ~~provide~~conditions ~~definitive~~or ~~drill~~trends ~~targets. This~~in ~~two~~our ~~phase~~business ~~program~~industries; is(vi) ~~anticipated~~announcements toby ~~cost~~us ~~$250~~of significant contracts,~~000. The~~ ~~Company~~acquisitions, ~~does~~strategic ~~not~~partnerships, ~~intend~~joint toventures ~~undertake~~or ~~exploration~~capital ~~on Mud~~commitments; ~~Lake~~(vii) ~~until~~additions ~~after~~or ~~they~~departures ~~have~~of ~~completed~~key ~~the~~personnel; ~~exploration~~(viii) onsales ~~Clayton~~of ~~Ridge~~our common stock; and (ix) general stock market price and volume fluctuations of publicly-trading and particularly , microcap companies.

~~Geology~~Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common

The Ralston basin, which contains Mud Lake, appears to have similar geological features that provided both a source and trap for lithium brines found in Clayton Valley which is located 29 miles west from the property. Chemetall-Foote Corp's Silver Peak operation, located in Clayton Valley, is the only lithium brine producer in North America and has been in operation since 1966.15

~~The~~Table ~~Ralston basin drainage area covers 3189 square miles and contains centers~~ of volcanic activity of the style that can form lithium sources for subsequent accumulation in a low point of the valley at Mud Lake. We intend to explore the property to determine if lithium evaporates and brine deposits have formed.Contents

26Index to Financial Statements

~~Mud~~stock ~~Lake~~to ~~occupies~~decline regardless of how well we perform as a ~~depression~~company. In addition, there is a history of securities class action litigation following periods of volatility in the ~~southern~~market ~~end~~price of ~~Ralston~~a ~~Valley~~company’s securities. ~~The~~Although ~~basin~~there is ~~approximately~~no 5such ~~miles~~shareholder ~~wide~~litigation ~~and~~currently 5pending ~~miles~~or ~~long~~threatened ~~and~~against ~~has~~the Company, such a ~~surface~~suit ~~area~~against ofus ~~about~~could 25result ~~square~~in ~~miles.~~the ~~The~~incursion ~~playa~~of issubstantial ~~bounded~~legal byfees, potential liabilities and the ~~Cactus~~diversion ~~Range~~of management’s attention and ~~Monitor~~resources ~~Hills~~from toour ~~the~~business. ~~east~~Moreover, ~~Goldfields~~and as noted below, ~~Nevada~~our toshares are currently traded on the ~~south~~OTCBB and, ~~Alkali~~further, ~~Valley~~are subject to the ~~west,~~penny ~~and~~stock ~~Ralston~~regulations. ~~Valley~~Price fluctuations in such shares are particularly volatile and subject to ~~the~~manipulation ~~north~~by market-makers, short-sellers and option traders.

~~Lithium~~We ishave anot ~~locatable~~and ~~mineral~~do ~~according~~not intend to ~~the~~pay ~~Code~~any ofcash ~~Federal~~dividends ~~Regulations~~on ~~(Bays).~~our ~~Lithium~~common ~~should~~shares ~~be located by lode claims where it occurs in bedrock~~ and, byconsequently, ~~placer~~our ~~claims~~stockholders ~~where~~will itnot ~~occurs in alluvium. It should~~ be ~~noted~~able ~~that~~to ~~potash,~~receive ~~which~~a ~~often~~return ~~occurs~~on ~~with~~their ~~lithium~~shares inunless ~~the~~they ~~area,~~sell ~~is only a leasable commodity~~them.

~~Lithium~~We ~~production~~intend byto ~~Foote~~retain ~~Minerals~~any ~~(now~~future ~~Chemetall~~earnings ~~Foote)~~to ~~began~~finance inthe ~~1967~~development ~~from~~and ~~brines~~expansion ~~pumped~~of ~~from~~our ~~Clayton~~business. ~~Valley~~We have not, ~~the~~and ~~next~~do ~~major~~not, ~~valley~~anticipate topaying any cash dividends on our common shares in the ~~west~~foreseeable ~~beyond~~future. ~~Clayton~~Unless ~~Ridge~~we ~~and~~pay ~~about~~dividends, 10our ~~miles~~stockholders ~~west~~will ofnot ~~the~~be ~~claim~~able ~~group~~to receive a return on their shares unless they sell them.

27A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

~~Index~~A prolonged decline in the price of ~~Geologic~~our ~~Terms~~common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, or convertible debt instruments, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

TERM	DEFINITION
Alluvium	sediment deposited by flowing water, especially soil formed in river valleys and deltas from material washed down by the rive
Bedrock	the solid rock beneath a layer of soil, rock fragments, or gravel
Evaporate	Refers to any of a variety of individual minerals found in the sedimentary deposit of soluble salts that results from the evaporation of water
Interpluvial	comparatively dry and occurring between times of greater precipitation
Lacustrine	lakes that get filled up by the sediments brought down by the rivers and turn into plains in the course of time
magnetotellurics	is an electromagnetic geophysical method of imaging the earth's subsurface by measuring natural variations of electrical and magnetic fields at the Earth's surface.
Miocene	the epoch of geologic time, 24 million to 5 million years ago, during which the modern ocean currents were established and Antarctica became frozen
Mudstone	a grey sedimentary rock formed from mud, similar to shale but with less developed lamination
Pliocene	the epoch of geologic time, 5 million to 1.6 million years ago, during which a hominid species Homo erectus first appeared
Pluvial	a period of heavy rainfall
Sandstone	a sedimentary rock made up of particles of sand bound together with a mineral cement.
Tertiary	the period of geologic time, 65 million to 1.6 million years ago, during which mammals became dominant and modern plants evolved
Tuffaceous	Rock that contains greater than 50% tuff is considered tuffaceous
unconformity	a break in the continuity of sedimentary rocks resulting from erosion or cessation of deposition
Volcanism	the processes involved in the formation of volcanoes, and in the transfer of magma and volatile material from the interior of the Earth to its surface

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~ITEM 3~~None. ~~LEGAL PROCEEDINGS~~

WeITEM ~~know of no material, active or pending legal proceedings against our Company, nor of any proceedings that a governmental authority is contemplating against us~~2. PROPERTIES

~~ITEM~~The 4address of our principal executive office is 240 Vaughan Drive, Alpharetta GA 30009 Our telephone number is 470-767-8794. ~~MINE~~ ~~SAFETY~~Our ~~DISCLOSURES~~place of business is located at 4775 Buford Highway, Chamblee GA 30341

~~Not~~ITEM ~~Applicable~~3. LEGAL PROCEEDINGS

28We know of no material, active or pending legal proceedings against our Company, nor of any proceedings that a governmental authority is contemplating against us.

~~PART~~ITEM II4. MINE SAFETY DISCLOSURES

~~ITEM~~Not ~~5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Applicable

~~Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters~~16

~~Market~~Table ~~Information~~of Contents

~~The~~Index ~~Company's~~to ~~common~~Financial stock is currently quoted on the Over-the-Counter Bulletin Board (OTC/BB) under the trading symbol “NECA”.Following is a report of high and low closing bid prices for each quarterly period for the fiscal years ended August 31, 2012 and August 31, 2011.Statements

Quarter	High ($)	Low ($)
4th Quarter ended 8/31/2012	0.07	0.02
3rd Quarter ended 5/31/2012	0.31	0.05
2nd Quarter ended 2/28/2012	0.44	0.20
1st Quarter ended 11/30/2011	0.48	0.25
4th Quarter ended 8/31/2011	0.35	0.35
3rd Quarter ended 5/31/2011	0.60	0.21
2nd Quarter ended 2/28/2011	0.30	0.05
1st Quarter ended 11/30/2010	0.75	0.06

PART II

~~Holders~~Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

AsMarket of November 13, 2012, there were 22 record holders of the Company’s common stock (which number does not include the number of stockholders whose shares are held by a brokerage house or clearing agency, but does include such brokerage houses or clearing agencies as one record holder).Information

~~Dividends~~The Company's common stock is currently quoted on the Over-the-Counter Bulletin Board (OTC/BB) under the trading symbol “NECA”.Following is a report of high and low closing bid prices for each quarterly period for the fiscal years ended August 31, 2013 and August 31, 2015.

We have never declared or paid dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

Quarter	High ($)	Low ($)
4th Quarter ended 8/31/2015	0.0003	0.0001
3rd Quarter ended 5/31/2015	0.0003	0.001
2nd Quarter ended 2/28/2015	0.0002	0.0001
1st Quarter ended 11/30/2014	0.0005	0.0003

4th Quarter ended 8/31/2014	0.0007	0.0004
3rd Quarter ended 5/31/2014	0.002	0.0005
2nd Quarter ended 2/28/2014	.002	0.0009
1st Quarter ended 11/30/2013	0.006	.002

4th Quarter ended 8/31/2013	0.008	0.004
3rd Quarter ended 5/31/2013	0.01	0.005
2nd Quarter ended 2/28/2013	0.024	0.007
1st Quarter ended 11/30/2012	0.045	0.011

~~Recent~~The ~~Sales~~above ofinformation ~~Unregistered~~was ~~Securities;~~provided ~~Use~~by ofOTC ~~Proceeds~~Markets. The ~~from~~quotations ~~Registered~~provided ~~Securities~~may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

~~Recent Sales of Unregistered Securities:~~Holders

~~There~~As ~~were~~of noAugust ~~unregistered~~31, ~~securities~~2015 tothere ~~report which~~ were ~~sold~~26record orholders ~~issued~~of by the Company’s ~~without~~common ~~the~~stock ~~registration~~(which ofnumber ~~these~~does ~~securities~~not ~~under~~include the ~~Securities~~number ~~Act~~ of ~~1933~~stockholders inwhose ~~reliance~~shares onare ~~exemptions~~held ~~from~~by ~~such~~a ~~registration~~brokerage ~~requirements,~~house ~~within~~or ~~the~~clearing ~~period covered by this report~~agency, ~~which~~but ~~have~~does ~~not~~include ~~been~~such ~~previously~~brokerage ~~included~~houses inor aclearing ~~Quarterly~~agencies ~~Report~~as onone ~~Form~~record ~~10-Q~~holder). or430,680,662 ashares ~~Current~~were ~~Report~~in onthe ~~Form~~public ~~8-K~~float.

~~ITEM 6. SELECTED FINANCIAL DATA~~Dividends

~~The~~We ~~Company~~have isnever adeclared ~~smaller~~or ~~reporting~~paid ~~company~~dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and istherefore do not ~~required~~anticipate topaying ~~provide~~cash ~~this~~dividends ~~information~~for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

29Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

~~ITEM~~Recent ~~7. MANAGEMENT'S~~Sales ~~DISCUSSION~~of ~~AND~~Unregistered ~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Securities:

~~Forward~~There ~~Looking~~were ~~Statements~~no unregistered securities to report which were sold or issued by the Company without the registration of these securities 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 a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

This current report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "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 which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.17

~~Although~~Table ~~we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels~~ of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.Contents

InIndex ~~this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references~~ to ~~“common~~Financial ~~shares” refer to the common shares of our capital stock.~~Statements

~~The~~ITEM ~~management’s~~6. ~~discussion~~SELECTED ~~and~~FINANCIAL analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").DATA

~~Summary~~The Company is a smaller reporting company and is not required to provide this information.

~~The~~ITEM ~~Company~~7. ~~continues~~MANAGEMENT'S toDISCUSSION ~~pursue~~AND ~~its~~ANALYSIS ~~primary~~OF ~~goals~~FINANCIAL ofCONDITION ~~providing~~AND ~~internet~~RESULTS ~~marketing~~OF ~~and business solutions for a variety of international customers.~~OPERATIONS

~~Liquidity~~Forward &Looking ~~Capital Resources~~Statements

WeThis ~~are~~current anreport ~~exploration~~contains ~~stage~~forward-looking ~~company~~statements ~~engaged~~relating into future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the ~~exploration~~negative of ~~mineral~~these ~~properties~~terms or other comparable terminology. ToThese ~~date~~statements are only predictions and involve known and unknown risks, weuncertainties ~~have~~and ~~not~~other ~~generated~~factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any ~~revenues~~future results, levels of activity or performance expressed or implied by these forward-looking statements.

~~Cash~~Although onwe ~~hand~~believe atthat ~~August~~the ~~31,~~expectations ~~2012~~reflected ~~was~~in ~~$78~~the forward-looking statements are reasonable,~~416~~ aswe ~~compared~~cannot toguarantee ~~$19~~future results,~~992~~ aslevels of ~~August~~activity ~~31,~~or ~~2011~~performance. You ~~Our~~should ~~total~~not ~~liabilities~~place ~~were~~undue ~~$210~~reliance on these statements,~~921~~ which speak only as ~~compared~~of tothe ~~$12,209~~date atthat ~~August~~they ~~30,~~were ~~2011~~made. ~~This~~These ~~significant~~cautionary ~~change~~statements ~~was~~should asbe aconsidered ~~result~~with ofany ~~all~~written aor ~~short~~oral ~~term~~forward-looking ~~loan~~statements that we may issue in the ~~amount~~future. Except as required by applicable law, including the securities laws of ~~$200~~the United States,~~000~~ ~~from~~we ~~Fairhills~~do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In ~~order~~this toreport ~~meet~~unless ~~all~~otherwise ~~of the current commitments and fund operations for the next twelve months the Company estimates it will require a minimum of $700~~specified,~~000.~~ Weall ~~have~~dollar aamounts ~~payment~~are ~~due~~expressed toin ~~Fairhills~~United ofStates ~~$200,000~~dollars ~~pursuant to an outstanding loan. We intend to undertake an exploration program on Clayton Ridge of approximately $200,000~~ and weall ~~have~~references $175,000 for property payments. We have allocated an additional $125,000 for operations, which may include the acquisition of additional properties as well as general and administrative costs. The Company believes it can raise sufficient funding to ~~meet~~“common ~~its~~shares” ~~ongoing~~refer ~~obligations for the next twelve months. On November 22, 2011, we entered into a financing agreement with one non-US investor pursuant~~ to ~~which,~~ the ~~investor~~common ~~will~~shares ~~make available~~ of upour tocapital ~~$1,000,000 by way of advances until the completion date of November 22, 2012~~stock. 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. The Company did not provide written notice as at the completion date. It intends to request that the investor extend the completion date for a further twelve months, however, it is unknown whether the investor will agree to extend.

30The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

We do not have sufficient funds 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 to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable 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. We do not currently have sufficient capital to meet our obligations as they come due and our assumption that we can raise the sufficient funding cannot be relied upon. Currently we are in default on our loan agreement with Fairhills, although we have not received notice of default at this time.Overview

~~The~~We ~~issuance~~were incorporated as “Atheron, Inc.” in the State of ~~additional~~Nevada ~~equity~~on ~~securities~~May by8, us2006. ~~could~~On ~~result~~November in5, 2010 we underwent a ~~significant~~change ~~dilution~~of incontrol ~~the~~and ~~equity~~on ~~interests~~November of15, 2010 we changed our ~~current~~name ~~stockholder.~~to ~~Obtaining~~New ~~commercial~~America ~~loans~~Energy Corp., ~~assuming~~and ~~those~~began ~~loans~~looking ~~would~~for beopportunities ~~available~~to acquire exploration stage oil and gas or mineral properties. Also on November 15, ~~will~~2010 ~~increase~~we effected a split of our ~~liabilities~~issued and ~~future~~outstanding ~~cash~~common ~~commitments~~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 . Our mailing address is 240 Vaughan Drive, Alpharetta GA 30009. Our telephone number is 470-767-8794.

~~Results~~On September 17, 2013, the Company made a decision to change its business model and decided to enter the short-term loan business. In order to do this, the company acquired Title King LLC (“Title King”), a 100% owned subsidiary. Title King provides short-term high interest loans to consumers through the collateral use of ~~Operations~~car and truck titles. Title King operates in the alternative financial services industry, providing automobile title loans to consumers who their own vehicle free and clear and need convenient and simple access to funds. On September 27, 2013, the company issued to its Chief Executive Officer a Series A Preferred, which guarantees him majority voting rights.

WeOur ~~recorded~~Current a net loss of ($474,997) for the fiscal year ended August 31, 2012 as compared to a net loss of ($692,217) for the fiscal year ended August 31, 2011. The decrease in net loss results from an impairment of mineral properties in the amount of $610,000 during fiscal 2011 as compared to an impairment on only $130,000 during fiscal 2012, offset by an increase in exploration expenses from $Nil (2011) to $122,848 (2012), an increase in professional fees from $39,858 (2011) to $74,120 (2012), an increase in management fees from $25,000 (2011) to $45,000 (2012) and an increase in general and administration from $13,893 (2011) to $83,720 (2012).Business

~~From~~We ~~inception~~are wecurrently ~~have~~involved ain ~~net~~the ~~loss~~issuance of ~~$1,266,041~~short term loans collateralized by automobiles.

~~Our net loss per share remained constant at $0.01 during fiscal 2011 and 2012.~~18

~~Off-balance~~Table ~~Sheet~~of ~~Arrangements~~Contents

WeIndex ~~have no off-balance sheet arrangements that have or are reasonably likely~~ to ~~have~~Financial 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 are material to stockholders.Statements

~~Critical~~Liquidity ~~Accounting~~& ~~Policies~~Capital ~~and Estimates~~Resources

~~The~~To preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date ~~of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis~~, ~~management~~we ~~evaluates~~have ~~its~~generated ~~estimates~~minimal ~~and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances~~revenue. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our ~~significant~~financial ~~accounting~~condition ~~policies~~is ~~are~~summarized ~~more fully discussed in the Notes to our Financial Statements.~~below:

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

	As of August 31,
	2015		2014		2013
Current assets	$	1,115	$	5,588	$	4
Current liabilities		1,221,951		906,299		829,924
Working capital/(deficit)	$	(1,220,836)	$	(900,711)	$	(829,920)

The Company is a smaller reporting company and is not required to provide this information.

	Years Ended August 31,
	2015		2014		2013
Cash flows used in operating activities	$	(122,847)	$	(85,803)	$	(94,197)
Cash flows used in investing activities		(6,576)		(3,109)		-
Cash flows provided by financing activities		124,950	$	94,500		15,785
Net increase (decrease) in cash	$	(4,473)	$	5,588	$	(78,416)

~~ITEM~~Cash 8on hand at August 31, 2015 was $1,115 as compared to $5,588 as of August 31, 2014. ~~FINANCIAL~~ ~~STATEMENTS~~Our ~~AND~~total ~~SUPPLEMENTARY~~liabilities ~~DATA~~were $1,221,951 as compared to $906,299 at August 30, 2014. Total liabilities increased due to that the Company did not have enough cash to pay down operational expenses during the year ended August 31, 2015.

~~All~~Cash ~~financial~~on ~~information~~hand ~~required~~at byAugust ~~this~~31, ~~Item~~2014 iswas ~~attached~~$5,588 ~~hereto~~as ~~below~~compared ~~beginning~~to on$4 ~~page~~as ~~F-1~~of August 31, 2013. Our total liabilities were $906,299 as compared to $829,924 at August 30, 2014. Total liabilities increased due to that the Company did not have enough cash to pay down operational expenses during the year ended August 31, 2013.

31Results of Operations

~~AUDITED~~For ~~FINANCIAL~~the ~~STATEMENTS~~year ended August 31, 2015 as compared to the year ended August 31, 2014:

	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of August 31, 2012 and 2011	F-2
Statements of Operations for the fiscal years ended August 31, 2012 and August 31, 2011, and the period from inception to August 31, 2012	F-3
Statements of Stockholders’ Equity (Deficit) for period from inception to August 31, 2012	F-4
Statements of Cash Flows for the fiscal years ended August 31, 2012 and August 31, 2011, and the period from inception to August 31, 2012	F-5
Notes to Financial Statements	F-6 – F-13

Our operating results for the years ended August 31, 2015 and 2014 are summarized as follows:

	Years Ended August 31,				$		%
	2015		2014		Change		Change
Revenue	$	-	$	-	$	-		-
General and administrative expenses		127,768		263,294		(135,526)		(51%)
Compensation Expense related to Series A Preferred		-		156,349		(156,349)		(100%)
Interest expense		155,958		163,819		(7,861)		(5%)
Amortization of debt discount		181,306		111,179		(70,127)		(63%)
Loss on conversion of debt		-		186,060		(186,060)		-
Change in derivative liability		(148,312)		(251,282)		(102,970)		(41%)
Net loss		(314,769)		(629,419)		158,301		33%

~~Silberstein Ungar, PLLC CPAs and Business Advisors~~ Revenues

~~Phone~~As ~~(248)~~of ~~203-0080~~the end of the fiscal year ended August 31, 2015, there were no revenues at our Title King, LLC subsidiary.

~~Fax~~Operating ~~(248) 281-0940~~Expenses

~~30600~~For ~~Telegraph~~the ~~Road~~years ended August 31, ~~Suite~~2015 ~~2175~~and 2014, we incurred $131,173 and $371,283, respectively, in total operating expenses, a period-to-period decrease of $135,526.

~~Bingham~~Compensation ~~Farms~~expense related to series A Preferred stock decreased $156,349 MIto ~~48025~~$-~~4586~~0- as this related to the one-time event from the issuance of Series A Preferred stock in 2014.

~~www.sucpas.com~~19

~~REPORT~~Table OFof ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Contents

~~Board~~Index ofto ~~Directors~~Financial Statements

~~New~~Interest ~~America~~expense ~~Energy~~for ~~Corp~~the years ended August 31, 2015 were $155,958 as compared to as compared to interest expense of $163,819 for the years ended August 31, 2014.

~~Las~~Net ~~Vegas, Nevada~~Loss

WeOur ~~have~~net ~~audited~~loss for the ~~accompanying~~year ~~balance~~ended ~~sheets of New America Energy Corp. (an exploration stage company) as of~~ August 31, ~~2012~~2015 ~~and~~was ~~2011 and the related statements of operations~~($320,125) ~~stockholders’~~as ~~equity~~compared to (~~deficit~~$737,408) ~~and cash flows~~ for the ~~years~~year ~~then~~ ended ~~and~~August ~~for~~31, ~~the period from May 8~~2014, ~~2006~~respectively. Losses ~~(inception)~~decreased due to ~~August~~decreased ~~31,~~operations ~~2012. These~~and ~~financial~~no ~~statements~~losses ~~are~~from the ~~responsibility~~issuance of ~~the~~preferred ~~Company’s~~stock ~~management. Our~~or ~~responsibility~~conversions isof ~~to express an opinion on these financial statements based on our audits~~debt.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audits~~operating ~~included~~results ~~consideration of internal control over financial reporting as a basis~~ for ~~designing audit procedures that are appropriate in~~ the ~~circumstances,~~years ~~but~~ended ~~not~~August ~~for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly~~31, we2014 ~~express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts~~ and ~~disclosures~~2013 inare ~~the~~summarized ~~financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,~~ as ~~well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.~~follows:

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New America Energy Corp. as of August 31, 2012 and 2012, and the results of its operations and cash flows for the years then ended and for the period from May 8, 2006 (inception) to August 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

	Years Ended August 31,				$		%
	2014		2013		Change		Change
Revenue	$	-	$	-	$	-		-
General and administrative expenses		371,283		379,224		(7,941)		(2%)
Compensation Expense related to Series A Preferred		156,349		-		156,349		100%
Interest expense		163,819		122,910		(40,909)		(5%)
Amortization of debt discount		111,179		211,172		(70,127)		(63%)
Loss on conversion of debt		186,060		-		186,060		-
Change in derivative liability		(251,282)		-		(102,970)		(41%)
Net loss		(737,408)		(713,306)		25,102		3%

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has negative working capital, has not yet received revenue from sales of products or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.Revenues

~~/s/~~We ~~Silberstein~~have ~~Ungar,~~had ~~PLLC~~no operating revenues to date.

~~Silberstein~~Operating ~~Ungar, PLLC~~Expenses

~~Bingham~~For ~~Farms~~the years ended August 31, ~~Michigan~~2015 and 2014, we incurred $371,283 and $379,224, respectively, in total operating expenses, a period-to-period decrease of $7,941.

~~December~~Compensation 10expense related to series A Preferred stock increased $156,349 ~~2012~~from $-0- as this related to the one-time event from the issuance of Series A Preferred stock in 2014.

~~F-1~~Interest expense for the year ended August 31, 2014 was $163,819 as compared to as compared to interest expense of $122,910 for the year ended August 31, 2013. The increase was due to an increased level of debt.

~~NEW~~Net ~~AMERICA ENERGY CORP.~~Loss

Our net loss for the year ended August 31, 2014 was (AN$737,408) ~~EXPLORATION~~as ~~STAGE~~compared ~~COMPANY~~to ($713,306) for the year ended August 31, 2013, respectively.

~~BALANCE~~Off-Balance ~~SHEETS~~Sheet Arrangements

ASWe OFhave ~~AUGUST~~no 31off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, ~~2012~~changes ~~AND~~in ~~2011~~financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

	2012			2011
ASSETS
Current Assets
Cash and equivalents	$	78,416		$	19,992
Deferred financing costs, net		2,391			-
TOTAL ASSETS	$	80,807		$	19,992
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	9,221		$	11,209
Accrued interest		1,700			0
Accounts payable – related parties		-			1,000
Short term loan		200,000			-
TOTAL LIABILITIES		210,921			12,209
Stockholders’ Equity (Deficit)
Common Stock, $.001 par value, 75,000,000 shares authorized
52,692,133 and 51,000,000 shares issued and outstanding at August 31, 2012 and August 31, 2011, respectively		52,692			51,000
Additional paid-in capital		1,083,235			747,827
Deficit accumulated during the exploration stage		(1,266,041	)		(791,044	)
Total stockholders’ equity (deficit)		(130,114	)		7,783
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	80,807		$	19,992

Critical Accounting Policies

~~See~~The ~~accompanying~~discussion ~~notes~~and toanalysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the 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

~~F-2~~20

~~NEW~~Table ~~AMERICA~~of ~~ENERGY CORP.~~Contents

~~(AN~~Index ~~EXPLORATION~~to ~~STAGE~~Financial ~~COMPANY)~~Statements

~~STATEMENTS~~affected OFby ~~OPERATIONS~~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 financial statements is critical to an understanding of our financial statements.

~~FOR~~Use ~~THE~~of ~~YEARS ENDED AUGUST 31, 2012 AND 2011~~Estimates

~~FOR~~The ~~THE~~preparation ~~PERIOD~~of ~~FROM~~financial ~~MAY~~statements 8,in ~~2006~~conformity ~~(INCEPTION)~~with TOgenerally ~~AUGUST~~accepted ~~31,~~accounting ~~2012~~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.

							Period from
	Year Ended						May 8, 2006
	August 31,						(Inception) to
	2012			2011			August 31, 2012
REVENUES	$	-		$	-		$	-
OPERATING EXPENSES
Impairment of mineral properties		130,000			610,000			740,000
Mineral license fees		-			3,466			3,466
Exploration expenses		122,848			-			122,848
Professional fees		74,120			39,858			212,805
Management Fees		45,000			25,000			70,000
General and administration		83,720			13,893			97,613
Total Operating Expenses		455,688			692,217			1,246,732
Loss from operation		(455,688	)		(692,217	)		(1,246,732	)
OTHER INCOME (EXPENSE)
Financing costs		(17,609	)		-			(17,609	)
Interest expenses		(1,700	)		-			(1,700	)
Total Other Income (Expense)		(19,309	)		0			(19,309	)
LOSS BEFORE PROVISION FOR INCOME TAXES		(474,997	)		(692,217	)		(1,266,041	)
PROVISION FOR INCOME TAXES		-			-			-
NET LOSS	$	(474,997	)	$	(692,217	)	$	(1,266,041	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED		51,798,635			51,316,027

Basic Loss Per Share

~~See~~Basic ~~accompanying~~loss ~~notes~~per toshare has been calculated based on the ~~financial~~weighted ~~statements~~average number of shares of common stock outstanding during the period.

~~F-3~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~NEW~~The ~~AMERICA~~Company ~~ENERGY~~is ~~CORP~~a smaller reporting company and is not required to provide this information.

~~(AN~~ITEM ~~EXPLORATION~~8. ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS AND SUPPLEMENTARY DATA

~~STATEMENT~~All OFfinancial ~~STOCKHOLDERS’~~information ~~EQUITY~~required ~~(DEFICIT)~~by this Item is attached hereto below beginning on page F-1.

~~FOR~~AUDITED ~~THE~~FINANCIAL ~~PERIOD FROM MAY 8, 2006 (INCEPTION) TO AUGUST 31, 2012~~STATEMENTS:

											Deficit
	Page
								Additional			Accumulated
Report of Independent Registered Public Accounting Firm	F-1
		Common Stock						Paid in			During the
Balance Sheets as of August 31, 2015, 2014 and 2013	F-2
		Shares			Amount			Capital			Exploration stage			Total
Statements of Operations for the fiscal years ended August 31, 2015, 2014 and 2013	F-3
Issuance of common stock for cash @ $0.001			53,750,000		$	2,150		$	40,850		$	-		$	43,000
Statements of Stockholders’ Equity (Deficit) for period from August 2012 through August 31, 2015	F-4
Net loss for the period ended August 31, 2006												(43,985	)		(43,985	)
Statements of Cash Flows for the fiscal years ended August 31, 2015, 2014 and 2013	F-5
Balance, August 31, 2006			53,750,000			2,150			40,850			(43,985	)		(985	)
Notes to Financial Statements	F-6 - F-17
Net loss for the period ended August 31, 2007												(25,000	)		(25,000	)
Balance, August 31, 2007			53,750,000			2,150			40,850			(68,985	)		(25,985	)
Net loss for the period ended August 31, 2008												(9,000	)		(9,000	)
Balance, August 31, 2008			53,750,000			2,150			40,850			(77,985	)		(34,985	)
Net loss for the period ended August 31, 2009												(10,000	)		(10,000	)
Balance, August 31, 2009			53,750,000			2,150			40,850			(87,985	)		(44,985	)
Net loss for the period ended August 31, 2010												(10,842	)		(10,842	)
Balance, August 31, 2010			53,750,000			2,150			40,850			(98,827	)		(55,827	)
Stock split						51,600			(51,600	)		-			-
Issuance of common stock for cash @ $0.30			750,000			750			224,250			-			225,000
Issuance of common stock for option of mineral properties			1,500,000			1,500			473,500			-			475,000
Cancellation of common stock			(5,000,000	)		(5,000	)		5,000			-			-
Related party loan forgiven			-			-			54,985			-			54,985
Accrued expenses forgiven			-			-			842						842
Net loss for the period ended August 31, 2011			-			-			-			(692,217	)		(692,217	)
Balance, August 31, 2011			51,000,000			51,000			747,827			(791,044	)		7,783
Issuance of common stock for option of mineral properties			1,000,000			1,000			104,000			-			105,000
Issuance of common stock for cash			582,133			582			199,418			-			200,000
Issuance of common stock for consulting services			110,000			110			31,990			-			32,100
Net loss for the period ended August 31, 2012			-			-			-			(474,997	)		(474,997	)
Balance, August 31, 2012			52,692,133		$	52,692		$	1,083,235		$	(1,266,041	)	$	(130,114	)

~~See accompanying notes to the financial statements.~~21

~~F-4~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~NEW~~To ~~AMERICA~~the ~~ENERGY~~shareholders ~~CORP~~and the board of directors of New America Energy Corp.

~~(AN~~Opinion ~~EXPLORATION~~on ~~STAGE~~the ~~COMPANY)~~Financial Statements

~~STATEMENTS~~We OFhave ~~CASH~~audited ~~FLOWS~~the accompanying consolidated balance sheets of New America Energy Corp. as of August 31, 2015, 2014 and 2013, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2015, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~FOR~~Basis ~~THE~~for ~~YEARS ENDED AUGUST 31, 2012 AND 2011~~Opinion

~~FOR~~These ~~THE~~financial ~~PERIOD~~statements ~~FROM~~are ~~MAY~~the 8,responsibility ~~2006~~of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (~~INCEPTION~~United States) TO(“PCAOB”) ~~AUGUST~~and ~~31,~~are ~~2012~~required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

							Period from
							May 8, 2006
	Year Ended						(Inception) to
	August 31,						August 31,
	2012			2011			2012
Cash Flows From Operating Activities
Net loss	$	(474,997	)	$	(692,217	)	$	(1,266,041	)
Impairment on mineral property		130,000			610,000			740,000
Shares issued for consulting services		32,100			-			32,100
Amortization of financing costs		17,609			-			17,609
Accrued interest		1,700			-			1,700
Accounts payable		(2,988	)		12,209			10,063
Cash Flows Used by Operating Activities		(296,576	)		(70,008	)		(464,569	)
Cash Flows From Investing Activities
Purchase of mineral property claims		(25,000	)		(135,000	)		(160,000	)
Net Cash Used by Investing Activities		(25,000	)		(135,000	)		(160,000	)
Cash Flows From Financing Activities
Proceeds from related parties		-			-			54,985
Short term loan		200,000			-			200,000
Financing costs for short term loan		(20,000	)		-			(20,000	)
Proceeds from sales of common stock		200,000			225,000			468,000
Cash Flows Provided By Financing Activities		380,000			225,000			702,985
Net Increase In Cash		58,424			19,992			78,416
Cash, beginning of period		19,992			-			-
Cash, end of period	$	78,416		$	19,992		$	78,416
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	)		(842	)
Shares issued to acquire option on mineral property		105,000			475,000			580,000
	$	105,000		$	419,173		$	524,173

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~See~~Our ~~accompanying~~audit ~~notes~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~F-5~~Substantial Doubt about the Company’s Ability to Continue as a Going Concern

~~NEW~~The ~~AMERICA~~accompanying ~~ENERGY~~financial ~~CORP~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~(AN~~/s/ ~~EXPLORATION~~BF ~~STAGE~~Borgers ~~COMPANY)~~CPA PC

~~NOTES~~BF TOBorgers ~~THE~~CPA ~~FINANCIAL STATEMENTS~~PC

~~AUGUST~~We ~~31,~~have ~~2012~~served as the Company's auditor since 2013

~~NOTE~~Lakewood, ~~1 – SUMMARY OF ACCOUNTING POLICIES~~CO

~~Nature~~April of27, ~~Business~~2021

~~New America Energy Corp (formerly “Atheron, Inc.”) was incorporated in Nevada on May 8, 2006 as a development stage company, initially developing a technology for ethanol~~F-~~methanol gasoline. The Company did not progress the development of this technology.~~1

OnTITLE ~~November 5~~KING, ~~2010,~~LLC weAND 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.SUBSIDIARY

OnBALANCE 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.SHEETS

~~The~~AS ~~forward~~OF ~~stock~~AUGUST ~~split~~31, ~~and name change has become effective with the Over-the-Counter Bulletin Board at the opening of trading on December 1~~2015, ~~2010~~2014 ~~under~~AND ~~the Company’s new symbol “NECA”. Our new CUSIP number is 641872 106.~~2013

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.

	2015		2014		2013
Assets
Current Assets
Cash	$	1,115	$	5,588	$	4
Loans receivable		-		-		-
Total Current Assets		1,115		5,588		4

Fixed Assets		-		-		-
Accumulated depreciation		-		-		-
Total Non-current assets		-		-		-

Total Assets	$	1,115	$	5,588	$	4

Liabilities and Stockholders’ Equity (Deficiency)
Current Liabilities
Accounts payable	$	115,318	$	113,568	$	23,567
Accounts payable - related party		20,681		20,681		20,681
Accrued interest		83,553		42,191		20,867
Short-term notes		95,370		95,370		202,285
Convertible notes, net of discount of $58,694, $83,812 and $38,828 at August 31, 2015, 2014 and 2013, respectively		443,655		262,350		211,172
Derivative liability		463,374		372,139		351,352
Total current liabilities		1,221,951		906,299		829,924

Total Liabilities		1,221,951		906,299		829,924

Stockholders’ Equity (Deficiency)
Preferred stock, Series A, 51, 51 and -0- shares outstanding as of August 31, 2015, 2014 and 2013, respectively, no par value		-		-		-
Common stock, 500,850,385, 500,850,385 and 53,312,133 shares outstanding as of August 31, 2015, 2014 and 2013, respectively. Par value $0.001		500,850		500,850		53,312
Additional paid-in capital		1,315,194		1,315,194		1,096,115
Accumulated deficit		(3,036,880)		(2,716,755)		(1,979,347)
Total Stockholders Deficiency		(1,220,836)		(900,711)		(829,920)
Total Liabilities and Stockholders' Deficiency	$	1,115	$	5,588	$	4

OnSee ~~February~~accompanying 3,notes ~~2011 we entered into property acquisition agreements with First Liberty Power Corp. (“FLPC”), and GeoXplor Inc. (“GeoXplor”). Pursuant~~ to the ~~terms~~financial 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”. On May 31, 2011, we amended the agreement to extend the 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.statements

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. Further 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 GeoXplor Corp. in exchange for the issuance of additional shares:F-2

AsTITLE ~~a result of these agreements~~KING, ~~the~~LLC ~~Company~~AND ~~will be focused exclusively on the acquisition and development of mineral resource properties.~~SUBSIDIARY

~~Exploration~~STATEMENTS ~~Stage~~OF ~~Company~~OPERATIONS

~~The~~FOR ~~Company~~THE isYEARS anENDED ~~Exploration~~AUGUST ~~Stage Company~~31, ~~as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 915~~2015, ~~Development~~2014 ~~Stage~~AND 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.2013

Use of Estimates

	2015		2014		2013

Revenue	$	-	$	-	$	-
Cost of sales		-		-		-
Gross profit		-		-		-

Operating expenses
General and administrative		131,173		371,283		379,224
Compensation expense related to Issuance of Series A Preferred Stock		-		156,349		-
Total operating expenses		131,173		527,632		379,224

Loss from operations		(131,173)		(527,632)		(379,224)

Other income (expense)
Interest expense		(155,958)		(163,819)		(122,910)
Amortization of debt discounts		(181,306)		(111,179)		(211,172)
Loss on conversion of debt		-		(186,060)		-
Change in derivative liability		148,312		251,282		-
Total other income (expense)		(188,952)		(209,776)		(334,082)

Income (loss) before taxes		(320,125)		(737,408)		(713,306)

Provision for taxes		-		-		-
Net income (loss)	$	(320,125)	$	(737,408)	$	(713,306)

~~The~~See ~~preparation~~accompanying ofnotes ~~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.~~

F-63

NEW AMERICA ENERGY CORP.

~~(AN~~STATEMENT ~~EXPLORATION~~OF ~~STAGE~~STOCKHOLDERS’ ~~COMPANY~~(DEFICIT)

~~NOTES~~FOR THE PERIOD FROM AUGUST 31, 2012 TO ~~THE~~AUGUST ~~FINANCIAL~~31, ~~STATEMENTS~~2015

AUGUST 31, 2012

	Common Stock
	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders’ Deficit
Balance August 31, 2012	52,692,133	$ 52,692	$ 1,083,235	$ (1,266,041)	$ (130,114)
Stock issued for cash, net of fees	620,000	620	12,880	-	13,500
Net loss	-	-	-	(713,306)	(713,306)
Balance, August 31, 2013	53,312,133	53,312	1,096,115	(1,979,347)	$(829,920)
Issuance of common stock for Title King, LLC (an entity under common control)	50,000,000	50,000	55,000	-	105,000
Issuance of common stock for conversion of debt	362,187,481	362,187	(4,375)	-	357,812
Issuance of Series A Preferred stock	-	-	156,349	-	156,349
Issuance of common stock for consulting services	35,350,771	35,351	12,105	-	47,456
Net loss	-	-	-	(737,408)	(737,408)
Balance, August 31, 2014	500,850,385	500,850	1,315,194	(2,716,755)	(900,711)
Net loss	-	-	-	(320,125)	(320,125)
Balance, August 31, 2015	500,850,385	$ 500,850	$ 1,315,194	$ (3,036,880)	$ (1,220,836)

~~NOTE~~On 1September –27, ~~SUMMARY~~2013, OF51 ~~ACCOUNTING~~shares ~~POLICIES~~of ~~(continued)~~Series A Preferred stock were issued to our President, Jeffrey Canouse. These shares were assigned no par value and provide only voting rights.

~~Cash~~See ~~and~~accompanying ~~Cash~~notes ~~Equivalents~~to the financial statements

~~We consider all highly liquid investments with maturities of three months or less to be cash equivalents.~~F-4

~~Fair~~NEW ~~Value~~AMERICA ofENERGY ~~Financial Instruments~~CORP.

~~New~~STATEMENTS ~~America~~OF ~~Energy~~CASH Corp’s financial instruments consist of cash and cash equivalents, deferred financing costs, accounts payable and accrued expenses, accrued interest and loans payable. 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.FLOWS

~~Mineral~~FOR ~~Properties~~THE ~~Costs~~YEARS ENDED AUGUST 31, 2015, 2014 AND 2013

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

	2015		2014		2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(320,125)	$	(737,408)		(713,306)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,220		120		-
Shares issued for consulting services		-		47,456		-
Write-off of receivables and fixed assets, net of revenue at Title King LLC		3,405		-		-
Amortization of debt discounts		172,470		95,014		211,172
Loss on conversion of debt to equity		-		186,060		-
Issuance of Series A Preferred stock		-		156,349		-
Equity issued for purchase of Title King, LLC		-		105,000		-
Convertible notes issued for cash		-		-		250,000
Amortization of financing costs		-		-		2,391
Change in derivative liability		(134,733)		(243,482)
Financing costs		114,596		116,279		101,352
Change in current assets and liabilities:
Accounts payable		1,750		104,912		14,346
Accounts payable- related party		-		-		20,681
Accrued interest		38,829		24,521		19,167
Net cash used in operating activities		(122,847)		(85,803)		(94,197)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment		(3,678)		(3,109)		-
Issuance of loans receivable		(3,240)		-		-
Prepayment of loans receivable		342		-		-
Net cash used by investing activities		(6,576)		(3,109)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		-		-		2,285
Proceeds from sale of common stock		-		-		13,500
Proceeds from issuance of convertible notes		124,950		94,500		-
Net cash provided by financing activities		124,950		94,500		15,785

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(4,473)		5,588		(78,412)

CASH, BEGINNING BALANCE		5,588		4		78,416

CASH, ENDING BALANCE	$	1,115	$	5,588	$	4

Supplemental cash flow information
Interest	$	-	$	-		-
Income taxes	$	-	$	-		-

Supplemental disclosure of non-cash financing activities
Common stock issued for Title King LLC	$	-	$	105,000	$	-
Issuance of Series A Preferred stock	$	-	$	156,349		-
Common stock issued for conversion of debt	$	-	$	357,812	$	-
Shares issued to acquire option on mineral property	$	-	$	-	$	200,000

~~Property~~See ~~acquisition~~accompanying ~~costs~~notes ~~- Mineral property acquisition costs are capitalized as mineral exploration properties. Upon achievement of all conditions necessary for reserves~~ to ~~be classified as proved,~~ the ~~associated~~financial ~~acquisition costs are reclassified to prove properties~~statements

~~Exploration costs~~ F- ~~Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are expensed as incurred.~~5

~~Impairment~~NEW ofAMERICA ~~Mineral~~ENERGY ~~Properties~~CORP.

~~Unproved~~NOTES ~~mineral~~TO ~~properties~~THE ~~are~~FINANCIAL 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. 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 management can prepare future cash flow analyses; the Company’s ability to monetize the asset(s) under evaluation; and, Management’s intent regarding future development.STATEMENTS

~~Income~~AUGUST ~~Taxes~~31, 2015

~~Income~~NOTE ~~taxes~~1 ~~are~~- ~~computed~~SUMMARY ~~using~~OF ~~the~~ACCOUNTING 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.POLICIES

~~Basic~~Nature ~~Loss~~of ~~Per Share~~Business

~~Basic~~New ~~loss~~America ~~per~~Energy ~~share~~Corp ~~has~~(formerly ~~been~~“Atheron, ~~calculated~~Inc.”) ~~based~~was incorporated in Nevada on ~~the~~May ~~weighted~~8, ~~average~~2006 ~~number~~as ofa ~~shares~~development ofstage ~~common~~company, ~~stock~~initially ~~outstanding~~developing ~~during~~a technology for ethanol-methanol gasoline. The Company did not progress the ~~period~~development of this technology.

FOn 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-7five (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.

~~NEW~~On ~~AMERICA~~November ~~ENERGY~~16, ~~CORP~~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.

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

~~NOTES~~The TOeffect ~~THE~~of ~~FINANCIAL~~the ~~STATEMENTS~~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.

~~AUGUST~~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, 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”. On May 31, ~~2012~~2011, we amended the agreement to extend the 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.

~~NOTE~~On 1May –31, ~~SUMMARY~~2011, OFwe ~~ACCOUNTING~~entered ~~POLICIES~~into ~~(continued)~~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. Further 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 GeoXplor Corp. in exchange for the issuance of additional shares. On May 24, 2013, the Company received a letter of default from GeoXplor which give the Company 30 days to cure such default or the property rights will terminate and the Company will have no further rights or interest in or to the property.

~~Recent~~On ~~Accounting~~June ~~Pronouncements~~26, 2012, the board of directors of the Company and certain shareholders hold majority voting rights approved the increase of our authorized capital from 75,000,000 to 800,000,000 shares of common stock. On November 14, 2012, the Company filed the articles of amendment with the State of Nevada to effect the increase in authorized share capital.

~~The~~On September 17, 2013, the Company ~~does~~made ~~not~~a ~~expect~~decision to change its business model and decided to enter the ~~adoption~~short ofterm ~~recently~~loan ~~issued~~business. ~~accounting~~In ~~pronouncements~~order to ~~have~~do this, the company acquired Title King LLC (“Title King”), a ~~significant~~100% ~~impact~~owned onsubsidiary. Title King provides short-term high interest loans to consumers through the ~~Company’s~~collateral ~~results~~use of ~~operations,~~car and truck titles. Title King operates n the alternative financial ~~position~~services orindustry, ~~cash~~providing ~~flow~~automobile title loans to consumers who their own vehicle free and clear and need convenient and simple access to funds. On September 27, 2013, the company issued to its Chie Executive Officer a Series A Preferred, which guarantees him majority voting rights.

~~NOTE~~The 2Company –currently ~~LIQUIDITY~~has ~~AND~~no ~~GOING~~interest ~~CONCERN~~in the mining and natural resources sector and does not anticipate returning to this sector.

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.F-6

~~The~~NEW ~~ability~~AMERICA ofENERGY ~~the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations~~CORP. 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~~(AN 3EXPLORATION –STAGE ~~MINERAL PROPERTY RIGHTS~~COMPANY)

~~A) Uravan~~NOTES ~~Agreement~~TO THE FINANCIAL STATEMENTS

OnAUGUST ~~February 3~~31, 2011 we entered into and closed property acquisition agreements with First Liberty Power Corp., and GeoXplor Inc. Pursuant to the terms of the agreements, we acquired an option, as well as exploration rights, in certain unpatented mining claims located in Southern Utah which we refer to the Uravan property. The 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 Uravan property.2015

~~B) Clayton~~NOTE ~~Valley~~1 ~~Agreement~~- SUMMARY OF ACCOUNTING POLICIES (continued)

OnThe ~~May~~Company ~~31,~~made ~~2011,~~the wefollowing ~~entered~~changes ~~into~~in aits ~~property~~authorized ~~acquisition~~shares ~~agreement~~ with ~~GeoXplor Corp. (~~the ~~“Original~~Nevada ~~Agreement”)~~Secretary ~~Pursuant to the terms~~ of ~~the~~State ~~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 which amended and replaced the original agreement. Further 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 GeoXplor Corp. in exchange for the issuance of additional sharesfollows:

● $75,000 on May 31, 2011; (paid) ● $25,000 on May 31, 2012; (paid) ● $25,000 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; (issued) ● 250,000 shares of our common stock on execution of the amended agreement; (issued) ● 750,000 shares of our common stock on or before June 22, 2012; (issued) ● 500,000 shares of our common stock on or before the date two years from the date of the Original agreement; ● 500,000 shares of our common stock on or before the date three years from the date of the Original agreement; and ● A 3.0% net smelter royalty on all net revenue derived from production from the Nye County Property.

Date	Prior authorized shares	New authorized shares	Change

2/3/16	800,000,000	1,900,000,000	1,100,000,000
9/29/16	1,900,000,000	3,900,000,000	2,000,000,000
12/15/16	3,900,000,000	2,900,000,000	(1,000,000,000)
9/4/17	2,900,000,000	4,900,000,000	2,000,000,000
4/8/20	4,900,000,000	7,000,000,000	2,100,000,000

~~F-8~~Use of Estimates

~~NEW~~The ~~AMERICA~~preparation ~~ENERGY~~of ~~CORP~~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.

~~(AN~~Cash ~~EXPLORATION~~and ~~STAGE~~Cash ~~COMPANY)~~Equivalents

~~NOTES~~We TOconsider ~~THE~~all ~~FINANCIAL~~highly ~~STATEMENTS~~liquid investments with maturities of three months or less to be cash equivalents. As of August 31, 2015, 2014 and 2013, the Company had $1,115, $5,588 and $4 in cash and cash equivalents.

~~AUGUST~~Fair ~~31,~~Value ~~2012~~of Financial Instruments

~~NOTE~~New 3America –Energy ~~MINERAL~~Corp’s ~~PROPERTY~~financial ~~RIGHTS~~instruments ~~(continued)~~consist of cash and cash equivalents, deferred financing costs, accounts payable and accrued expenses, accrued interest and loans payable. 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.

WeIncome 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.Taxes

IfThe weCompany ~~are~~accounts ~~unable~~for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to ~~make~~use ~~any~~the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the ~~share~~differences ~~issuances~~between orthe ~~payments~~reported ~~under~~amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the ~~agreements~~opinion ~~with~~of ~~GeoXplor~~management, it is more likely than not that some portion, or all of, the ~~property~~deferred ~~rights~~tax ~~would~~assets ~~revert~~will tonot ~~GeoXplor~~be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~During~~Under ~~the~~ASC ~~fiscal~~740, ~~year~~a ~~ended~~tax ~~August~~position ~~31,~~is ~~2012,~~recognized ~~the~~as ~~Company~~a ~~made~~benefit ~~cash~~only ~~payment~~if init is “more likely than not” that the ~~amount~~tax ofposition ~~$25,000~~would ~~(2011-$75,000)~~be tosustained ~~GeoXplor,~~in ~~which~~a ~~amount~~tax ~~was~~examination, ~~capitalized~~with asa ~~option~~tax ~~costs~~examination –being ~~mineral~~presumed ~~properties~~to occur. AtThe ~~the~~amount ~~close~~recognized ofis the ~~fiscal~~largest ~~year~~amount ~~ended~~of ~~August~~tax ~~31,~~benefit ~~2012,~~that ~~the~~is ~~Company~~greater ~~evaluated~~than ~~the~~50% ~~recoverability~~likely of ~~the~~being ~~amount~~realized ~~paid~~on ~~for~~examination. ~~the~~For ~~option~~tax ~~and~~positions ~~determined~~not tomeeting ~~impair~~ the ~~amount~~“more inlikely ~~full~~than not” test, asno ~~the~~tax ~~Company~~benefit is ~~currently~~recorded. inThe ~~the~~adoption ~~prospecting~~had ~~phase, with~~ no ~~proven~~effect oron ~~probable~~the ~~reserves~~Company’s ~~having~~consolidated ~~yet~~financial ~~been determined~~statements.

~~During the period ended August 31, 2012, the Company issued 1,000,000 (2011~~F-~~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, or $105,000 (2011-$175,000).~~7

AtNEW ~~August~~AMERICA ~~31,~~ENERGY 2012, the Company recorded the amount of $130,000 (2011-$250,000) as an impairment of mineral properties as no proven or probable reserves have yet been determined and the Company is currently in the prospecting phase, with no proven or probable reserves having yet been determinedCORP.

~~During the twelve month period ended August 31, 2012, the Company paid $122,848~~ (~~2011-$104,823)~~AN toEXPLORATION ~~GeoXplor~~STAGE ~~in respect to the gravity survey on the property and recorded this amount as an exploration expense.~~COMPANY)

OnNOTES ~~the~~TO ~~transaction~~THE ~~date~~FINANCIAL the Company capitalized the entire amount as option costs – mineral properties. At the close of the fiscal year ended August 31, 2012, the Company evaluated the recoverability of the amounts paid for the option and determined to impair the $130,000 in full, as the Company is currently in the prospecting phase, with no proven or probable reserves having yet been determined.STATEMENTS

~~NOTE~~AUGUST 431, ~~– COMMITMENT~~2015

OnNOTE ~~January~~1 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~~SUMMARY ~~advisor,~~OF ~~investment~~ACCOUNTING ~~banker~~POLICIES ~~and placement agent for the purpose of assisting the Company to raise capital. Pursuant to the Midsouth Agreement, the Company agreed to:~~ (icontinued) 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~~Basic toLoss ~~our~~Per 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.Share

~~The~~Earnings ~~Company~~per ~~recorded~~share ~~the~~is ~~amount~~calculated ofin ~~$32~~accordance with ASC Topic 260,~~100~~ as“Earnings ~~professional~~Per ~~fees~~Share.” Basic earnings per share (“EPS”) is based on the ~~market~~weighted ~~value~~average number of common shares outstanding. Diluted EPS is based on the ~~common~~assumption that all dilutive convertible shares and stock onwarrants were converted or exercised. Dilution is computed by applying the ~~date~~treasury ofstock ~~execution~~method. Under this method, options and warrants are assumed to be exercised at the beginning of the ~~Midsouth~~period ~~Agreement.~~(or ~~The~~at ~~amount~~the time of ~~$20~~issuance,~~000~~ ~~was~~if ~~recorded~~later), and as ~~deferred~~if ~~financing~~funds ~~costs~~obtained ~~which~~thereby were ~~amortized~~used ~~for~~to purchase common stock at the average market price during the period. asThere ~~financing~~are ~~expenses~~no potentially dilutive securities outstanding during any periods presented.

~~F-9~~Recent Accounting Pronouncements

~~NEW~~In ~~AMERICA~~June ~~ENERGY~~2014, ~~CORP~~the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10 (ASU 2014-10), Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates the requirement to present inception-to-date information about income statement line items, cash flows, and equity transactions, and clarifies how entities should disclosure the risks and uncertainties related to their activities. ASU 2014-10 also eliminates an exception provided to development stage entities in Consolidations (ASC Topic 810) for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The presentation and disclosure requirements in Topic 915 will no longer be required for interim and annual reporting periods beginning after December 15, 2014, and the revised consolidation standards will take effect in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company will adopt the provisions of ASU 2014-10 effective for its financial statements for the period ended August 31, 2014, and will no longer present the inception-to-date information formally required.

~~(AN~~The ~~EXPLORATION~~Company ~~STAGE~~does ~~COMPANY)~~not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

~~NOTES~~NOTE TO2 ~~THE~~- ~~FINANCIAL~~LIQUIDITY ~~STATEMENTS~~AND GOING CONCERN

~~AUGUST~~We 31have negative working capital, ~~2012~~and have incurred losses since inception, and have not yet generated meaningful revenues. 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.

~~NOTE~~The 5ability –of ~~RELATED~~the ~~PARTY~~Company ~~TRANSACTIONS~~to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

OnNOTE ~~November~~3 ~~1, 2010, the Company entered into a three~~-~~year~~ ~~consulting~~COMMITMENTS ~~agreement~~AND with Rick Walchuk, a director and officer of the Company. Under the terms of the agreement, Mr. Walchuk was paid $2,500 a month, which increased to $4,000 a month commencing June 1, 2012, payable on the 1st of each month, pursuant to the services to be rendered by Mr. Walchuk. During the twelve month period ended August 31, 2012, Mr. Walchuk invoiced the Company $51,506, which included $34,500 as management fees and $17,006 for expenses. The Company made cash payments to pay these amounts in full.CONTINGENCIES

On ~~December~~January 2318, ~~2010~~2015, 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 ~~then~~non-exclusive ~~sole~~financial ~~director~~advisor, ~~Rick~~investment ~~Walchuk~~banker ~~cancelled~~ and ~~returned~~placement agent for the purpose of assisting the Company to ~~treasury~~raise 5capital. Pursuant to the Midsouth Agreement,~~000~~ the Company agreed to: (i) issuance of 80,000 ~~post-split~~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.

On January 30, 2012, Mr. Alexandros Tsingos, was appointed a director and Secretary of the Company. During the period ended August 31, 2012, Mr. Tsingos invoiced the Company $12,500, which included $10,500 as management fees and $2,000 for expenses. The Company made cash payments to pay these amounts in full.F-8

~~NOTE~~NEW 6AMERICA –ENERGY ~~FINANCING AGREEMENT~~CORP.

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~~AN ~~“Completion~~EXPLORATION ~~Date”)~~STAGE 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 (10COMPANY) 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 twelve month period ended August 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~~NOTES ~~March~~TO ~~28,~~THE ~~2012~~FINANCIAL 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.STATEMENTS

OnAUGUST ~~May 1~~31, 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.2015

AtNOTE an3 ~~assumed~~- ~~purchase~~COMMITMENTS ~~price~~AND ~~under~~CONTINGENCIES ~~the Investment Agreement of $0.04595~~ (~~equal to 75% of the closing price of our common stock of $0.0612on May 25, 2012~~continued), 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. 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.

F-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.

~~NEW~~The ~~AMERICA~~Company ~~ENERGY~~recorded ~~CORP~~the amount of $32,100 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 deferred financing costs which were amortized for the period as financing expenses.

~~(AN~~During ~~EXPLORATION~~the ~~STAGE~~year ~~COMPANY)~~ended August 31, 2013, we paid $1,500 to Midsouth in regard to draw down of $15,000 pursuant to the financing agreement described below in Note 6, which amount was recorded as additional paid in capital.

~~NOTES~~NOTE TO4 ~~THE~~- ~~FINANCIAL~~RELATED ~~STATEMENTS~~PARTY TRANSACTIONS

~~AUGUST~~Issuance ~~31,~~of ~~2012~~Common Shares and Rescission

~~NOTE~~On 6October –1, ~~FINANCING~~2013, ~~AGREEMENT~~the ~~(continued)~~Company issued 50,000,000 shares of common stock to Jeffrey Canouse, our chief Executive Officer, for the contribution of the assets of Title King LLC. On March 4, 2016, Mr. Canouse returned all of these shares to treasury.

AtIssuance ~~the time the transaction was negotiated between the parties. The price~~ of ~~the~~Preferred 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.Stock

On ~~July~~September 527, ~~2012~~2013, wethe ~~entered~~Company issued to Mr. Canouse 51 shares of Series A Preferred stock. The Preferred stock is convertible into shares of common stock on a ~~second~~one ~~amendment~~for ofone ~~the~~basis. ~~investment~~However, ~~agreement~~for ~~with~~voting ~~Fairhills~~rights ~~Capital~~purposes, ~~solely~~they tohave ~~change~~super-voting ~~the~~rights ~~wording~~and are convertible into voting shares of ~~Section~~common ~~7.7~~stock that would comprise 51% of the ~~Investment~~ ~~Agreement:~~total tooutstanding ~~read “unless~~common stock taking into account the ~~SEC's~~conversion. ~~concerns~~As ~~have~~of ~~been~~August ~~addressed~~31, ~~and~~2015, ~~Investor~~they iswould ~~reasonably~~give ~~satisfied~~the ~~that~~holder the ~~SEC~~right noto ~~longer~~vote is521,293,258 ~~considering~~shares orgiven ~~intends~~the tocommon ~~take~~shares ~~such~~outstanding ~~action”~~of 500,850,385 as of August 31, 2015.

OnNOTE ~~March~~5- ~~28,~~SHORT ~~2012,~~TERM 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.DEBT

~~The~~On ~~Company~~March ~~paid~~28, 2012, we entered into a debt instrument with Fairhills whereby Fairhills provided us with a $20200,000 inloan ~~financing~~which ~~fees~~was indue ~~respect~~by toSeptember 28, 2012, and carries a 2% annual rate of interest. During the ~~funds~~year ~~advanced~~ended, $107,700 of debt was sold by Fairhills ~~(see~~to ~~Note~~various 4entities. The balance of short-term ~~Commitment).~~debt is as follows:

NOTE 7 – CAPITAL STOCK

Date	Event	Amount		Balance

3/28/12	Issuance of debt	$	200,000	$	200,000
8/31/13	Accrual of interest		2,580		202,580
9/22/13	Sale of debt		(50,000)		152,580
12/11/13	Sale of debt		(25,000)		127,580
4/15/14	Sale of debt		(25,000)		102,580
4/15/14	Sale of debt		(7,700)		94,880
8/31/14	Accrual of interest		490		95,370

OnBalances ~~November 9, 2011, the Company issued 250,000 shares~~ of ~~common~~short ~~stock~~term ~~pursuant to the mineral property assignment and acquisition agreement and the mineral property option agreement. (See Note 3(b) – Mineral property rights – Clayton Valley Agreement).~~debt:

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.

For the period ended August 31,	2015		2014		2013
	$ 95,370		$ 95,370		$202,285

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.F-9

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

On(AN ~~February~~EXPLORATION ~~22,~~STAGE ~~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.~~COMPANY)

OnNOTES ~~April~~TO ~~25,~~THE ~~2012,~~FINANCIAL ~~the Company issued 30,000 shares of common stock pursuant to the Midsouth Agreement. (See Note 4 – commitment).~~STATEMENTS

OnAUGUST ~~June 22~~31, ~~2012 the Company issued 750,000 shares of common stock of the Company to GeoXplor pursuant to the amended purchase agreement. (See Note 3(b) – Mineral property rights – Clayton Valley Agreement).~~2015

FNOTE 6 -11 CONVERTIBLE NOTES, NET OF DISCOUNT

~~NEW~~The ~~AMERICA~~Company ~~ENERGY~~has ~~CORP.~~the following levels of debt:

(AN EXPLORATION STAGE COMPANY)

	2015		2014		2013

Convertible notes	$	502,349	$	346,162	$	250,000
Discount		58,694		83,812		38,828
Convertible notes,
Net of discount	$	443,655	$	262,350	$	211,172

~~NOTES~~Following TOis ~~THE~~a ~~FINANCIAL~~list ~~STATEMENTS~~of balances by note

~~AUGUST~~As of August 31, ~~2012~~2015:

NOTE 8 – INCOME TAXES

	Date	Maturity		Remaining
Issuer	Issued	Date	Amount	Discount	Book value

Jahoco LLC	2-Dec-12	28-Mar-13	$80,000	$ -	$80,000
Machiavelli LTD, LLC	2-Dec-12	4-Dec-13	113,000	-	113,000
War Chest Capital Multi-Strategy Fund LLC	3-Oct-13	3-Apr-14	12,000	-	12,000
Filer Support Services	31-Oct-13	31-Aug-14	14,912	-	14,912
Tarpon Bay Partners (consulting note)	7-Jan-14	7-Jan-15	25,000	-	25,000
Machiavelli LTD, LLC	26-Feb-14	26-Feb-15	12,500	-	12,500
Jeff M. Canouse	7-Mar-14	7-Mar-15	1,250	-	1,250
Machiavelli LTD, LLC	20-Mar-14	20-Mar-15	6,250	-	6,250
Jahoco LLC	17-Apr-14	17-Apr-15	6,250	-	6,250
Machiavelli LTD, LLC	24-Apr-14	24-Apr-15	6,250	-	6,250
Machiavelli LTD, LLC	14-May-14	14-May-15	6,250	-	6,250
Machiavelli LTD, LLC	29-May-14	29-May-15	12,500	-	12,500
Jahoco LLC	4-Jun-14	4-Jun-15	18,750	-	18,750
Machiavelli LTD, LLC	21-Jul-14	21-Jul-15	12,500	-	12,500
Carpathia, LLC	5-Aug-14	5-Aug-15	12,500	-	12,500
Jahoco LLC	28-Aug-14	28-Aug-15	6,250	-	6,250
JP Carey Irrevocable Trust	24-Sep-14	24-Sep-15	15,625	1,027	14,598
JP Carey Irrevocable Trust	28-Oct-14	28-Oct-15	12,500	1,986	10,514
Marisol Malave & Julio Perieira	31-Oct-14	31-Oct-15	31,250	5,223	26,027
Marisol Malave & Julio Perieira	31-Oct-14	31-Oct-15	31,250	5,223	26,027
JP Carey Irrevocable Trust	26-Feb-15	26-Feb-16	9,375	4,598	4,777
Anvil Financial Management LLC	27-Mar-15	27-Mar-16	12,500	7,138	5,362
Anvil Financial Management LLC	23-Apr-15	23-Apr-16	10,000	6,448	3,552
Anvil Financial Management LLC	13-May-15	13-May-16	6,250	4,372	1,878
Anvil Financial Management LLC	14-May-15	14-May-16	8,750	6,144	2,606
JP Carey Irrevocable Trust	16-Jun-15	16-Jun-16	4,125	3,268	857
Jeff M. Canouse	6-Jul-15	6-Jul-16	2,625	2,223	402
Machiavelli LTD, LLC	14-Jul-15	14-Jul-16	1,250	1,086	164
JP Carey Irrevocable Trust	6-Aug-15	6-Aug-16	10,688	9,957	730

			$502,349	$58,694	$443,655

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.F-10

~~FASB~~NEW ~~ASC~~AMERICA ~~740~~ENERGY requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realizedCORP. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total gross deferred tax asset at August 31, 2012 is $430,454, which is calculated by multiplying a 34% estimated tax rate by the cumulative net operating loss (NOL). Changes in the gross deferred tax asset for the past two fiscal years is as follows:

For the period ended August 31,	2012			2011
Book loss for the year	$	(474,997	)	$	(692,217	)
Adjustments:		-			-
Tax loss for the year		(474,997	)		(692,217	)
Estimated effective tax rate		34	%		34	%
Deferred tax asset	$	161,500		$	235,353

(AN EXPLORATION STAGE COMPANY)

~~The~~NOTES ~~total~~TO ~~valuation~~THE ~~allowance~~FINANCIAL ~~at August 31, 2012 is $430,454. Details of changes in the valuation allowance for the last two periods are as follows:~~STATEMENTS

For the period ended August 31, 2012	2012			2011
Deferred tax asset	$	161,500		$	235,353
Valuation allowance		(161,500	)		(235,353	)
Current taxes payable		-			-
Income tax expense	$	-		$	-

AUGUST 31, 2015

~~Below~~NOTE is6 a- ~~chart~~CONVERTIBLE ~~showing~~NOTES, ~~the~~NET ~~estimated~~OF ~~corporate~~DISCOUNT ~~federal net operating loss~~ (~~NOL~~continued) ~~and the year in which it will expire. The total NOL carryforward as of August 31, 2012 was $1,266,041 as itemized below:~~

Year	Amount $		Expiration
2006		43,985		2026
2007		25,000		2027
2008		9,000		2028
2009		10,000		2029
2010		10,842		2030
2011		692,217		2031
2012		474,997		2032
		1,266,041

As of August 31, 2014

NOTE 9- SUBSEQUENT EVENTS

	Date	Maturity		Remaining
Issuer	Issued	Date	Amount	Discount	Book value

Jahoco LLC	2-Dec-12	28-Mar-13	$80,000	$-	$80,000
Machiavelli LTD, LLC	2-Dec-12	4-Dec-13	113,000	-	113,000
War Chest Capital Multi-Strategy Fund LLC	3-Oct-13	3-Apr-14	12,000	-	12,000
Filer Support Services	31-Oct-13	31-Aug-14	14,912	-	14,912
Tarpon Bay Partners	7-Jan-14	7-Jan-15	25,000	8,836	16,164
Machiavelli LTD, LLC	26-Feb-14	26-Feb-15	12,500	6,130	6,370
Jeff M. Canouse	7-Mar-14	7-Mar-15	1,250	644	606
Machiavelli LTD, LLC	20-Mar-14	20-Mar-15	6,250	3,442	2,808
Jahoco LLC	17-Apr-14	17-Apr-15	6,250	3,921	2,329
Machiavelli LTD, LLC	24-Apr-14	24-Apr-15	6,250	4,041	2,209
Machiavelli LTD, LLC	14-May-14	14-May-15	6,250	4,384	1,866
Machiavelli LTD, LLC	29-May-14	29-May-15	12,500	9,281	3,219
Jahoco LLC	4-Jun-14	4-Jun-15	18,750	14,229	4,521
Machiavelli LTD, LLC	21-Jul-14	21-Jul-15	12,500	11,096	1,404
Carpathia, LLC	5-Aug-14	5-Aug-15	12,500	11,610	890
Jahoco LLC	28-Aug-14	28-Aug-15	6,250	6,199	51

			$346,162	$83,812	$262,350

OnAs ~~October~~of 1,August ~~2012~~13, ~~the Company drew down $15,000 in funds under the Investment Agreement and issued 620,000 Shares to Fairhills and paid a commission of $1,500 to MidSouth.~~2013

	Date	Maturity		Remaining
Issuer	Issued	Date	Amount	Discount	Book value

Jahoco LLC	02-Dec-12	28-Mar-13	$100,000	$-	$100,000
Machiavelli LTD, LLC	02-Dec-12	04-Dec-13	150,000	38,828	111,172

			$250,000	$38,828	$211,172

FNOTE 7 -12 CAPITAL STOCK

~~NEW~~Common ~~AMERICA ENERGY CORP.~~stock

~~(AN~~On ~~EXPLORATION~~October ~~STAGE~~1, ~~COMPANY)~~2012, the Company drew down $15,000 pursuant to the financing agreement described above in Note 6, and issued a total of 620,000 shares of common stock of the Company at a price of $0.02419 per share.

~~NOTES~~On TOSeptember ~~THE~~17, ~~FINANCIAL~~2013, ~~STATEMENTS~~the Company issued 50,000,000 shares of common stock to Jeffrey Canouse, our Chief Executive, for the purchase of Title King.

~~AUGUST~~On 31November 5, ~~2012~~2013, the Company issued 3,000,000 shares of common stock to Ludlow Capital for consulting services.

~~NOTE~~On 9-April ~~SUBSEQUENT~~2, ~~EVENTS~~2014, ~~(continued)~~the Company issued 32,350,771 shares of common stock to Mr. Rock Walchuk, its former Chief Executive in order to make good on prior obligations.

On September 28, 2012, the Fairhills note was due and payable. The Company does not currently have sufficient funds to pay the note due. The note is not convertible into our common stock and we have agreed that we will not use the funds raised in the Fairhills/Deer Valley financing to repay this note. The note is secured by 3,333,333 shares of the Company’s restricted common stock owned by the Company’s director and officer, Rick Walchuk, which are being held in escrow by Fairhills’s counsel. As the Company is in default of this loan, Fairhills has the right to the shares held in escrow, however, at the current price of the shares, the sale of the escrowed shares will not be sufficient to retire the debt. As of the filing of this report, of which these financial statements form a part, Fairhills has not exercised its right to claim such shares held in escrow.F-11

InNEW ~~accordance~~AMERICA ~~with~~ENERGY ASC Topic 855-10, the Company has analyzed its operations subsequent to October 31, 2012 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described aboveCORP.

~~F-13~~(AN EXPLORATION STAGE COMPANY)

~~ITEM~~NOTES 9.TO ~~CHANGES~~THE ~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND~~ FINANCIAL ~~DISCLOSURE~~STATEMENTS

InAUGUST ~~the fiscal years ended August~~ 31, ~~2012 and 2011, there have been no changes in the Company’s accounting policies, nor have there been any disagreements with our accountants.~~2015

~~ITEM~~NOTE ~~9A.~~7 ~~CONTROLS~~- ~~AND~~CAPITAL ~~PROCEDURES~~STOCK (continued)

~~Evaluation~~The Company also issued the following shares for conversions of ~~Disclosure~~debt ~~Controls~~during ~~and~~the ~~Procedures~~three year period ended August 31, 2015:

Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of August 31, 2012, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

Date of conversion	Converter	Amount of conversion	Shares issued

9/10/13	Southridge Partners II LP	$3,000	1,500,000
9/20/13	Southridge Partners II LP	6,594	5,274,959
10/1/13	Southridge Partners II LP	5,276	5,276,044
10/10/13	Southridge Partners II LP	11,415	11,415,137
10/24/13	War Chest Capital	3,000	6,000,000
10/29/13	Machiavelli Ltd	7,700	7,700,000
10/29/13	Jahoco LLC	10,000	10,000,000
10/31/13	Southridge Partners II LP	6,279	11,416,391
11/13/13	Southridge Partners II LP	7,916	14,392,364
12/2/13	Southridge Partners II LP	7,030	10,043,386
12/10/13	Southridge Partners II LP	7,229	14,752,980
12/20/13	ASC Recap LLC	9,090	23,000,000
1/7/14	ASC Recap LLC	6,057	20,199,244
1/7/14	Machiavelli Ltd	10,800	20,000,000
1/23/14	ASC Recap LLC	5,048	20,191,320
1/28/14	Machiavelli Ltd	10,000	30,000,000
2/3/14	ASC Recap LLC	4,904	19,615,400
2/6/14	Jahoco LLC	10,000	30,000,000
2/26/14	Machiavelli Ltd	16,200	30,000,000
5/6/14	ASC Recap LLC	13,657	39,027,089
4/16/18	ASC Recap LLC	10,558	35,193,467

Totals		$171,753	362,187,481

~~Disclosure~~Preferred controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.stock

~~Management’s~~On ~~Report~~September on28, ~~Internal~~2013, ~~Control~~the ~~over~~Company ~~Financial~~issued ~~Reporting~~51 shares of No par Series A Preferred stock to Jeffrey Canouse, our Chief Executive. The shares are convertible into one share of our existing common stock. However, for voting purposes, they are convertible into 51% of the outstanding common stock at any time.

~~Our~~For ~~management~~purposes isof ~~responsible~~valuing ~~for~~the ~~establishing~~Preferred ~~and~~stock, ~~maintaining~~the ~~adequate~~Company ~~internal~~used ~~control~~the ~~over~~prevailing ~~financial~~stock ~~reporting,~~price asat ~~defined~~the ~~under~~time ~~Exchange~~and ~~Act~~multiplied ~~Rules~~that ~~13a-15(f)~~amount ~~and~~by ~~14d-14(f). Our~~the ~~internal~~number ~~control~~of ~~over~~shares ~~financial~~that ~~reporting~~would isbe ~~designed~~issued to ~~provide~~Mr. ~~reasonable~~Canouse ~~assurance~~had ~~regarding~~there ~~the~~been ~~reliability~~a conversion of ~~financial~~these ~~reporting~~shares. ~~and~~The ~~the~~total ~~preparation~~amount ofattributed ~~financial~~to ~~statements~~expense ~~for~~was ~~external~~$156,349 ~~purposes~~and inhas ~~accordance~~been ~~with~~recorded ~~generally~~separately ~~accepted~~on ~~accounting~~the ~~principles~~face of the Statement of Operations.

~~All~~NOTE ~~internal~~8 ~~control~~- ~~systems,~~INCOME no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.TAXES

~~Management~~The ~~assessed~~Company ~~the~~provides ~~effectiveness~~for ofincome ~~our~~taxes ~~internal~~under ~~control~~FASB ~~over~~ASC ~~financial~~740, ~~reporting~~Accounting asfor ofIncome ~~August 31, 2012~~Taxes. In ~~making~~FASB ~~the~~ASC ~~assessment,~~740 ~~management~~requires ~~used~~ the ~~criteria~~use ~~issued by the Committee~~ of ~~Sponsoring~~an ~~Organizations~~asset ofand ~~the~~liability ~~Treadway~~approach ~~Commission (COSO)~~ in ~~Internal~~accounting ~~Control-Integrated~~for ~~Framework~~income taxes. ~~Based~~ onDeferred ~~its~~tax ~~assessment,~~assets ~~management~~and ~~concluded~~liabilities ~~that,~~are asrecorded ofbased ~~August~~on ~~31,~~the ~~2012,~~differences ~~our~~between ~~internal~~the ~~control~~financial ~~over~~statement ~~financial~~and ~~reporting~~tax ~~was~~bases ~~not~~of ~~effective~~assets and ~~that~~liabilities ~~material~~and ~~weaknesses~~the intax ~~ICFR~~rates ~~existed~~in aseffect ~~more fully described below~~currently.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of August 31, 2012:F-12

1)NEW ~~Lack~~AMERICA ofENERGY ~~an independent audit committee or audit committee financial expert, and no independent directors~~CORP. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;

2)(AN ~~Inadequate~~EXPLORATION ~~staffing~~STAGE and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides two staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;COMPANY)

32NOTES TO THE FINANCIAL STATEMENTS

3)AUGUST ~~Outsourcing of our accounting operations. Because there are no employees in our administration~~31, we have outsourced all of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to the Company’s management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;2015

4)NOTE ~~Insufficient~~8 ~~written~~- ~~policies~~INCOME ~~and~~TAXES ~~procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;~~(continued)

~~5) Ineffective~~FASB ~~controls~~ASC ~~over~~740 ~~period~~requires ~~end~~the ~~financial~~reduction ~~disclosure~~of ~~and~~deferred ~~reporting~~tax ~~processes~~assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total gross deferred tax asset at August 31, 2013 is $476,583, which is calculated by multiplying a 34% estimated tax rate by the cumulative net operating loss (NOL). Changes in the gross deferred tax asset for the past two fiscal years is as follows:

Management's Remediation Initiatives

For the period ended August 31,
	2015		2014		2013
Book loss for the year	$	(314,769)	$	(629,419)	$	(713,306)
Adjustments	$	32,994	$	202,306	$	211,172
Tax loss for the year	$	(281,775)	$	(427,113)	$	(502,134)
Estimated effective tax rate		34%		34%		34%
Deferred tax asset	$	95,804	$	145,218	$	170,725

AsThe oftotal ~~August~~valuation ~~31,~~allowance ~~2012,~~at ~~management~~August ~~assessed the effectiveness of our internal control over financial reporting. Based on that evaluation~~31, it2015 ~~was~~is ~~concluded that during the period covered by this report~~$476,583. ~~the~~Details ~~internal~~of ~~controls~~changes ~~and procedures were not effective due to deficiencies that existed~~ in the ~~design~~valuation orallowance ~~operation~~for ~~of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During~~ the ~~course~~last ofthree ~~their~~periods ~~evaluation,~~are weas ~~did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.~~follows:

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the period ended August 31, 2011, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.

For the period ended August 31,
	2015		2014		2013
Deferred tax asset	$	95,804	$	145,218	$	170,725
Valuation allowance		(95,804)		(145,218)		(170,725
Current taxes payable		-		-		-
Income tax expense	$	-	$	-	$	-

~~Management~~Below ~~believes~~is ~~that~~a ~~the~~chart ~~material~~showing ~~weaknesses set forth above were~~ the ~~result~~estimated ofcorporate ~~the~~federal ~~scale~~net ofoperating ~~our~~loss ~~operations~~(NOL) and ~~intrinsic~~the toyear ~~our~~in ~~small~~which ~~size~~it will expire. ~~Management~~ ~~also~~The ~~believes~~total ~~that~~NOL ~~these~~carryforward ~~weaknesses~~as ~~did~~of ~~not~~August ~~have~~31, an2015 ~~effect~~was on$1,401,716 ~~our~~as ~~financial~~itemized ~~results.~~below:

We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary, and as funds allow.

Year	Amount ($)	Expiration
2006	43,985	2026
2007	25,000	2027
2008	9,000	2028
2009	10,000	2029
2010	10,842	2030
2011	692,217	2031
2012	474,997	2032
2013	170,725	2033
2014	145,218	2034
2015	95,804	2035
	1,677,788

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.F-13

33NEW AMERICA ENERGY CORP.

~~Changes~~(AN inEXPLORATION ~~Internal~~STAGE ~~Control over Financial Reporting~~COMPANY)

~~During~~NOTES ~~the~~TO ~~period~~THE ~~covered~~FINANCIAL by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.STATEMENTS

~~ITEM~~AUGUST ~~9B. OTHER~~31, ~~INFORMATION~~2015

~~None.~~NOTE 9 - SUBSEQUENT EVENTS

34Changes in authorized shares of Common stock

~~PART~~The ~~III~~Company made the following changes in its authorized shares with the Nevada Secretary of State as follows:

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Date	Prior authorized shares	New authorized shares	Change

2/3/16	800,000,000	1,900,000,000	1,100,000,000
9/29/16	1,900,000,000	3,900,000,000	2,000,000,000
12/15/16	3,900,000,000	2,900,000,000	(1,000,000,000)
9/4/17	2,900,000,000	4,900,000,000	2,000,000,000
4/8/20	4,900,000,000	7,000,000,000	2,100,000,000

~~Executive~~Issuance ~~Officer~~of ~~and~~common ~~Directors~~stock

~~Our~~Since ~~Officers~~the ~~and~~balance ~~Directors~~sheet ~~and~~date, ~~their~~the ~~ages~~Company ~~and~~has ~~positions~~issued ~~are~~5,169,746,231 shares of common stock as follows:

Name	Age	Position	Date of Appointment
Conversion of debt		4,440,383,154
Rick Walchuk	56	Director, Chief Executive Officer, President, , Chief Financial Officer and Treasurer	November 5, 2010
Liabilities Purchase Agreement		822,573,000
Alexandros Tsingos	52	Director and Secretary	January 30, 2012
Rescission of debt conversion		(30,000,000)
Return to treasury of Officer shares		(63,209,923)
Total shares issued		5,169,746,231
Shares outstanding at August 31, 2015		500,850,385
Shares issued		5,169,644,561
Total shares outstanding at		5,670,596,576

~~Rick~~Conversion ~~Walchuk,~~of ~~President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer Secretary, Treasurer and Director~~debt

Mr. Rick Walchuk, 56, attended the University of Saskatchewan, College of Commerce, Saskatoon Campus. From 1980 until March 2004 Mr. Walchuk was employed as a financial advisor in Alberta, Canada. In April 2004 Mr. Walchuk was appointed as the CEO of a startup biotech company in Athens, Greece, a position he held until July 2004. Mr. Walchuk then served as a consultant to various public companies until December 2006, when he joined Bruca Trading Ltd., a private consulting company in Athens, Greece. Since March 14, 2007, Mr. Walchuk has acted as the director, President and CEO of Viosolar Inc., a company engaged in the construction, management and operation of solar parks in Greece and throughout other South and South Eastern European Union countries. Mr. Walchuk was chosen to be our directors due to his extensive background in venture capital, investor relations and corporate governance.

Date of conversion	Converter	Amount of conversion ($)	Shares issued

10/28/15	Machiavelli Ltd	2,700	45,000,000
11/10/15	Machiavelli Ltd	2,700	45,000,000
2/10/16	Beaufort Capital Partners	6,200	62,000,000
11/10/15	Machiavelli Ltd	8,000	66,666,667
2/26/16	Beaufort Capital Partners	2,300	23,000,000
3/21/16	Beaufort Capital Partners	3,375	67,500,000
4/1/16	World Market Ventures	4,020	67,000,000
4/4/16	Beaufort Capital Partners	3,725	74,500,000
4/11/16	Beaufort Capital Partners	2,900	58,000,000
4/11/16	Machiavelli Ltd	4,200	70,000,000
4/1/16	World Market Ventures	5,700	95,000,000
5/6/16	World Market Ventures	3,207	53,450,333
5/27/16	Machiavelli Ltd	6,600	110,000,000
6/9/16	V2IP, Inc.	4,200	111,000,000
7/1/16	Machiavelli Ltd	5,700	130,000,000
8/24/16	Jahoco Ltd.	3,207	130,000,000
8/29/16	Integrated Business Alliance, Inc.	6,600	111,000,000

~~There have been no transactions between the Company and Mr. Walchuk since the Company’s last fiscal year which would be required to be reported herein.~~F-14

~~Viosolar~~NEW ~~Inc.,~~AMERICA aENERGY ~~company for which Mr~~CORP. Walchuk acts as director, President and CEO and American Graphite Technologies Inc., a company of which Mr. Walchuk is the sole officer and director, have a class of securities registered under Section 12 of the Exchange Act.

~~Alexandros~~(AN ~~Tsingos,~~EXPLORATION ~~Secretary~~STAGE ~~and Director~~COMPANY)

~~From~~NOTES ~~August~~TO ~~2010~~THE toFINANCIAL present, Mr. Alexandros Tsingos, 52, has been the General Director and Co-Founder of Greek Minerals of Guinea Ltd., a company currently engaged in sourcing mineral properties in Africa, both exploration and exploitation. In addition, Mr. Tsingos has been a self-employed business consultant from January 2005 to present, providing consulting services to various companies. Mr. Tsingos has utilized his finance and accounting background to start various small businesses and to assist growth in established companies. His areas of work included retail, hospitality, health, media and banking. Mr. Tsingos has also held consulting positions with various private and public companies.STATEMENTS

~~Mr.~~AUGUST ~~Tsingos~~31, ~~was educated in the accounting and finance fields at the Technological Educational Foundation and the Aristotelean University of Thessaloniki completing his studies in 1985.~~2015

~~Mr.~~NOTE ~~Tsingos~~9 is- ~~not~~SUBSEQUENT aEVENTS ~~director or officer of any other reporting issuers.~~(continued)

Other Directorships

Date of conversion	Converter	Amount of conversion ($)	Shares issued

10/4/16	World Market Ventures	4,650	155,000,000
10/31/16	Machiavelli Ltd.	2,000	100,000,000
12/20/16	Machiavelli Ltd.	35,100	195,000,000
12/20/16	World Market Ventures	6,250	95,525,000
3/3/17	Machiavelli Ltd.	26,400	220,000,000
6/30/17	Machiavelli Ltd	14,350	239,166,667
9/20/17	JGP Consulting	8,000	160,000,000
10/3/17	Tarpon Bay Partners LLC	10,000	200,000,000
11/17/17	Tarpon Bay Partners LLC	24,219	267,173,000
3/7/18	World Market Ventures	16,494	274,906,849
3/27/18	World Market Ventures	8,299	138,316,500
4/16/18	World Market Ventures	16,450	137,083,583
12/30/20	Oscaleta Partners LLC	19,623	425,365,800
12/30/20	Livingston Asset Management LLC	2,234	44,680,800
12/30/20	Carpathia LLC	28,143	469,047,945

Totals		265,689	3,970,336,544

~~Other~~Liabilities ~~than~~Purchase as disclosed above, during the last 5 years, none of our directors held any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.Agreement

35As of the Balance sheet date, the Company has issued 822,573,000 shares as follows:

Board of Directors and Director Nominees

Date of issuance		Shares

4-9-18		386,329,000
4-1-20		436,244,000
Total		822,573,000

~~Since~~See ~~our~~Institution ~~Board~~ of ~~Directors~~Liabilities ~~does~~Purchase ~~not~~Agreement ~~include~~below a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination. The Board will consider candidates for ~~directors proposed by security holders, although no formal procedures for submitting candidates have been adopted~~details. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which a slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the Board, as well as a list of references.

~~The~~Rescission ~~Board identifies director nominees through a combination~~ of ~~referrals~~debt from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual's experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.conversion

~~Conflicts~~On June 23, 2016, Machiavelli Ltd. issued a rescission for a conversion of ~~Interest~~$16,200 of debt which resulted in the issuance of 30,000,000 shares of common stock. The original conversion occurred on February 26, 2014. There was difficulty with share issuance and as such the conversion was rescinded.

~~Our~~Return ~~directors are not obligated~~ to ~~commit~~treasury ~~their full time and attention to our business and, accordingly, they may encounter a conflict~~ of ~~interest~~Officer in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.shares

InOn ~~general~~March 14, ~~officers~~2016, ~~and~~Jeffrey ~~directors~~Canouse, Chief Executive Officer of athe ~~corporation~~Company, ~~are~~returned ~~required~~63,209,923 shares to ~~present~~Treasury. ~~business~~This ~~opportunities~~was todone as a result of the ~~corporation~~issuance ~~if:~~of the Series A Preferred Stock to Mr. Canouse, which gave him voting control.

~~· the corporation could financially undertake the opportunity;~~F-15

·NEW ~~the~~AMERICA ~~opportunity~~ENERGY ~~is within the corporation’s line of business; and~~CORP.

·(AN itEXPLORATION ~~would~~STAGE ~~be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.~~COMPANY)

WeNOTES ~~have~~TO ~~adopted~~THE aFINANCIAL ~~code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.~~STATEMENTS

~~Significant~~AUGUST ~~Employees~~31, 2015

~~Other~~NOTE ~~than~~9 as- ~~described~~SUBSEQUENT ~~above,~~EVENTS ~~we do not expect any other individuals to make a significant contribution to our business.~~(continued)

~~Legal~~Institution ~~Proceedings~~of Liabilities Purchase Agreement

ToOn March 13, 2018, New America Energy Corp., a Nevada Corporation (the ~~best~~“Company”) ofentered ~~our~~into ~~knowledge~~a Settlement Agreement (the “Settlement Agreement”) with Livingston Asset Management LLC, ~~none~~a ofFlorida ~~our~~limited ~~directors~~liability orcompany ~~executive~~(“LAM”), ~~officers~~pursuant ~~has~~to which the Company agreed to issue certain common stock to LAM, ~~during~~in tranches, as necessary, in exchange for the settlement of certain past-due ~~ten~~obligations ~~years:~~and accounts payable of the Company acquired by LAM (the “LAM Assigned Accounts”). Such past-due obligations and accounts payable contained in the Settlement Amount covers approximately $785,000 in Company obligations as reported in the Company’s most recent quarterly financial report dated February 28, 2018, which LAM has settled with the Company’s creditors.

·On ~~been~~April ~~convicted~~2, in2018, athe ~~criminal~~Circuit ~~proceeding~~Court orof ~~been~~Baltimore ~~subject~~County, Maryland (the “Court”), entered an Order Granting Approval Of Settlement Agreement And Stipulation (the “LAM Order”) approving, among other things, the fairness of the terms and conditions of an exchange of the Company’s common stock to settle the LAM Acquired Accounts, pursuant to Section 3(a)(10) ~~pending~~of ~~criminal~~the ~~proceeding~~Securities Act of 1933, as amended (~~excluding~~the ~~traffic~~“Securities ~~violations~~Act”), ~~and~~in ~~other~~the ~~minor~~matter ~~offences~~entitled Livingston Asset Management LLC v. New America Energy Corp. (the “LAM Action”);. The LAM Order provides for the full and final settlement of the LAM Action. The Settlement Agreement became effective and binding upon the Company and LAM upon execution of the LAM Order by the Court on April 2, 2018.

·Pursuant ~~had~~to ~~any~~the ~~bankruptcy~~terms ~~petition~~of ~~filed~~the Settlement Agreement approved by orthe ~~against~~LAM Order, the ~~business~~Company oragreed ~~property~~to ofissue to LAM shares (the ~~person,~~“LAM orSettlement Shares”) of ~~any~~the ~~partnership,~~Company’s ~~corporation~~common orstock, ~~business~~$0.00001 ~~association~~par ofvalue ~~which~~(the he“Common ~~was~~Stock”) at a ~~general~~forty ~~partner~~five percent (45%) discount to market. The Settlement Agreement provides that the LAM Settlement Shares will be issued in one or ~~executive~~more ~~officer~~tranches, ~~either~~as atnecessary, sufficient to satisfy the ~~time~~LAM ofSettlement Agreement through the ~~bankruptcy~~issuance ~~filing~~of orfreely ~~within~~trading ~~two~~securities, ~~years~~exempt ~~prior~~from registration, issued pursuant to ~~that~~Section ~~time;~~3(a)(10) of the Securities Act.

·Issuance ~~been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,~~ of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;debt

36The following page details the issuance of convertible debt (including original issue discount) of $746,165 from September 1, 2016 through the date of this report:

· been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	Issuance	Maturity	Services	Cash	Original Issue	Total
Investor	Date	Date	Provided	Amount	Discount	Note
Machiavelli LTD, LLC	17-Oct-17	17-Oct-18		6,000	1,500	7,500
JPC Enterprises	15-Nov-17	14-May-18		3,000	1,500	4,500
Oscaleta Partners LLC	17-Nov-17	03-May-18		15,000	-	15,000
JPC Enterprises	14-Dec-17	14-Jun-18		7,000	1,750	8,750
JPC Enterprises	05-Jan-18	05-Jul-18		3,350	-	3,350
JPC Enterprises	10-Jan-18	10-Jul-18		10,000	2,500	12,500
JPC Enterprises	06-Feb-18	06-Aug-18		10,000	2,500	12,500
JPC Enterprises	12-Feb-18	12-Aug-18		25,000	-	25,000
JPC Enterprises	09-Mar-18	09-Sep-18		10,000	2,500	12,500
JPC Enterprises	09-Apr-18	09-Oct-18		8,000	2,000	10,000
JPC Enterprises	07-May-18	07-Nov-18		10,000	2,500	12,500
JPC Enterprises	08-Jun-18	08-Dec-18		10,000	2,500	12,500
JPC Enterprises	12-Jul-18	12-Jan-19		8,000	2,000	10,000
JPC Enterprises	13-Aug-18	13-Feb-19		8,000	2,000	10,000
JPC Enterprises	17-Sep-18	17-Mar-19		8,000	2,000	10,000
JPC Enterprises	10-Oct-18	10-Apr-19		7,725	1,931	9,656

· been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent ceaseF-~~and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or~~16

·NEW ~~been~~AMERICA ~~the~~ENERGY ~~subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U~~CORP.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Except~~(AN asEXPLORATION ~~set~~STAGE forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.COMPANY)

~~Audit~~NOTES ~~Committee~~TO ~~and~~THE ~~Charter~~FINANCIAL STATEMENTS

WeAUGUST do31, ~~not currently have an audit committee.~~2015

~~Code~~NOTE of9 ~~Ethics~~- SUBSEQUENT EVENTS (continued)

We have not yet adopted a corporate code of ethics. When we do adopt a code of ethics, we will announce it via the filing of a current report on form 8-K.

	Issuance	Maturity	Services	Cash	Original Issue	Total
Investor	Date	Date	Provided	Amount	Discount	Note
JPC Enterprises	21-Nov-18	21-May-19		5,000	2,500	7,500
JPC Enterprises	11-Dec-18	12-Jun-19		8,000	2,000	10,000
JPC Enterprises	14-Jan-19	14-Jul-19		3,000	1,000	4,000
JPC Enterprises	30-Jan-19	30-Jul-19		10,000	2,500	12,500
JPC Enterprises	28-Feb-19	28-Nov-19		7,500	1,875	9,375
Carpathia, LLC	20-Mar-19	20-Dec-19		7,500	1,875	9,375
Carpathia, LLC	09-Apr-19	09-Jan-20		3,000	750	3,750
JPC Enterprises	29-Apr-19	29-Jan-20		7,500	1,875	9,375
JPC Enterprises	14-May-19	14-Feb-20		3,000	750	3,750
JPC Enterprises	13-Jun-19	13-Mar-20		7,000	1,750	8,750
JPC Enterprises	25-Jul-19	25-Apr-20		7,500	1,875	9,375
JPC Enterprises	27-Aug-19	27-May-20		7,500	1,875	9,375
JPC Enterprises	27-Sep-19	27-Jun-20		7,500	1,875	9,375
JPC Enterprises	28-Oct-19	28-Jul-20		7,500	1,875	9,375
JPC Enterprises	27-Nov-19	27-Aug-20		7,500	1,875	9,375
JPC Enterprises	30-Dec-19	30-Sep-20		7,500	1,875	9,375
JPC Enterprises	30-Jan-20	30-Oct-20		6,278	1,570	7,848
JPC Enterprises	27-Feb-20	27-Nov-20		6,278	1,570	7,848
JPC Enterprises	30-Mar-20	30-Dec-20		6,300	1,575	7,875
JPC Enterprises	30-Mar-20	30-Dec-20		6,300	1,575	7,875
JPC Enterprises	28-Apr-20	28-Jan-21		6,300	1,575	7,875
JPC Enterprises	08-May-20	28-Jan-21		5,000	1,250	6,250
JPC Enterprises	28-May-20	28-Feb-21		6,300	1,575	7,875
JPC Enterprises	23-Sep-20	23-Jun-21		6,300	1,575	7,875
JPC Enterprises	02-Oct-20	02-Jul-21		1,700	425	2,125
JPC Enterprises	16-Oct-20	16-Jul-21		6,300	1,575	7,875
JPC Enterprises	25-Nov-20	25-Aug-21		6,300	1,575	7,875
JPC Enterprises	25-Nov-20	25-Aug-21		4,500	1,125	5,625
Stout LLC	29-Dec-20	29-Sep-21	10,000	-	-	10,000
JPC Enterprises	31-Dec-20	30-Sep-21	-	6,300	1,575	7,875
JPC Enterprises	15-Jan-21	15-Oct-21	-	7,700	1,925	9,625
JPC Enterprises	10-Feb-21	10-Nov-21		7,900	1,975	9,875
JPC Enterprises	02-Mar-21	02-Nov-21		5,000	1,250	6,250
JPC Enterprises	18-Mar-21	18-Nov-21		7,700	1,925	9,625

			$10,000	$575,076	$161,089	$746,165

~~Family Relationships~~F-17

~~There~~ITEM ~~are~~9. noCHANGES ~~family~~IN ~~relationships~~AND ~~among~~DISAGREEMENTS ~~our~~WITH ~~officers,~~ACCOUNTANTS ~~directors,~~ON orACCOUNTING ~~persons~~AND ~~nominated~~FINANCIAL ~~for such positions.~~DISCLOSURE

~~Section~~In ~~16(a)~~the ~~Beneficial~~fiscal ~~Ownership~~years ~~Reporting~~ended ~~Compliance~~August 31, 2015, August 31, 2014 and August 31, 2013, there have been no changes in the Company’s accounting policies, nor have there been any disagreements with our accountants.

~~Section 16(a)~~ITEM of the Securities Exchange Act of 1934, as amended, requires our Directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock9A. ~~Executive~~ ~~officers,~~CONTROLS ~~directors~~AND ~~and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.~~PROCEDURES

~~Based~~Evaluation ~~on a review~~ of ~~Forms~~Disclosure 3,Controls 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year ending August 31, 2012, the following represents each person who did not file on a timely basis reports required by Section 16(a) of the Exchange Act:Procedures

Name	Reporting Person	Form 3/# of transactions	Form 4/# of transactions	Form 5/# of transactions
Rick Walchuk	President, CEO, CFO, Treasurer and Director	n/a	Late/1	n/a

37Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~ITEM~~Management’s ~~11. EXECUTIVE~~Report ~~COMPENSATION.~~on Internal Control over Financial Reporting

~~The~~Our ~~particulars~~management ofis ~~compensation~~responsible ~~paid~~for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to ~~our~~provide ~~executive~~reasonable ~~officers~~assurance ~~during~~regarding the ~~fiscal~~reliability ~~period~~of ~~ended~~financial ~~August~~reporting ~~31,~~and ~~2011~~the ~~and~~preparation ~~2010~~of ~~are~~financial ~~set~~statements ~~out~~for external purposes in ~~the~~accordance ~~summary~~with ~~compensation~~generally ~~table~~accepted ~~below:~~accounting principles.

SUMMARY COMPENSATION TABLE
Name	Fiscal Year Ended August 31,	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Rick Walchuk, CEO and CFO	2012	34,500	-0-	-0-	-0-	-0-	-0-	-0-	34,500
Rick Walchuk, CEO and CFO	2011	25,000	-0-	-0-	-0-	-0-	-0-	-0-	25,000
Alexandros Tsingos, Secretary	2012	10,500	-0-	-0-	-0-	-0-	-0-	-0-	-0-

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

~~Outstanding~~Management ~~Equity~~assessed ~~Awards~~the ateffectiveness ~~Fiscal~~of ~~Year~~our internal control over financial reporting as of August 31, 2012. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-~~End~~Integrated Framework. Based on its assessment, management concluded that, as of August 31, 2015, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

~~None~~As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of August 31, 2015:

~~Option~~1)Lack ~~Grants~~of an independent audit committee or audit committee financial expert, and ~~Exercises~~no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;

~~None~~22

~~Employment~~2)Inadequate ~~Agreements~~staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides two staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

On3)Outsourcing ~~November~~of 1,our ~~2010,~~accounting ~~the~~operations. Because ~~Company~~there ~~entered~~are ~~into~~no aemployees ~~three-year~~in ~~consulting~~our ~~agreement~~administration, ~~with~~we ~~Rick~~have ~~Walchuk,~~outsourced aall ~~director~~of ~~and~~our ~~officer~~accounting offunctions ~~the~~to ~~Company.~~an ~~Under~~independent ~~the~~firm. The ~~terms~~employees of ~~the~~this ~~agreement,~~firm ~~Mr.~~are ~~Walchuk~~managed ~~was~~by ~~paid~~supervisors ~~$2,500~~within athe ~~month,~~firm ~~which~~and ~~increased~~are not answerable to ~~$4,000~~the Company’s management. This is a ~~month~~material ~~commencing~~weakness ~~June~~because 1,it ~~2012,~~could ~~payable~~result onin a disjunction between the ~~1st~~accounting ofpolicies ~~each~~adopted ~~month,~~by ~~pursuant~~our toBoard ~~the~~of ~~services~~Directors toand bethe ~~rendered~~accounting practices applied by ~~Mr.~~the ~~Walchuk.~~independent firm;

~~The~~4)Insufficient ~~Company~~written ~~has~~policies aand ~~verbal~~procedures ~~consulting~~for ~~agreement~~accounting ~~with~~and ~~Alexandros~~financial ~~Tsingos,~~reporting awith ~~director~~respect ~~and~~to ~~officer of~~ the ~~Company~~requirements ~~whereby~~and ~~Mr.~~application ~~Tsingos~~of isUS ~~paid~~GAAP ~~$1,500~~and aSEC ~~month~~disclosure ~~for services rendered.~~requirements;

~~Compensation~~5)Ineffective ofcontrols ~~Directors~~over period end financial disclosure and reporting processes.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
Rick Walchuk (1)	-0-	-0-	-0-	-0-	-0-
Alexandros Tsingos	-0-	-0-	-0-	-0-	-0-

Management's Remediation Initiatives

As of August 31, 2015, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

~~During~~Due ~~the~~to ~~most~~a ~~recent~~lack ~~fiscal~~of ~~year~~financial and personnel resources, nowe ~~directors~~are ~~were~~not ~~provided~~able to, and do not intend to, immediately take any ~~compensation~~action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for ~~their~~the ~~role~~period ended August 31, 2015, fairly presents our financial position, results of operations, and cash flows for the periods covered, as ~~directors~~identified, in all material respects.

~~The~~Management ~~Company~~believes ~~has~~that ~~made no arrangements for~~ the ~~cash~~material ~~remuneration~~weaknesses ofset ~~its~~forth ~~directors,~~above ~~and~~were to the ~~extent~~result ~~that they will be entitled to receive reimbursement for actual, demonstrable out-~~of~~-pocket~~ ~~expenses, including travel expenses, if any, made on~~ the ~~Company’s~~scale ~~behalf.~~of Noour ~~further~~operations ~~remuneration~~and ~~has~~intrinsic ~~been paid~~ to ~~the~~our ~~Company’s~~small ~~directors~~size. ~~for~~Management ~~services~~also tobelieves ~~date,~~that ~~other~~these ~~than~~weaknesses ~~the~~did ~~stock~~not ~~awards~~have ~~granted~~an aseffect ~~disclosed~~on inour ~~the~~financial ~~table above~~results.

38We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary, and as funds allow.

~~Compensation~~This ~~Committee~~Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

We do not currently have a compensation committee. The Company’s Executive Compensation is currently approved by the Board of Directors of the Company in the case of the Company’s Principal Executive Officer. For all other executive compensation contracts, the Principal Executive Officer negotiates and approves the contracts and compensation.23

~~ITEM~~Changes ~~12.~~in ~~SECURITY~~Internal ~~OWNERSHIP~~Control OFover ~~CERTAIN~~Financial ~~BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~Reporting

~~Security~~During ~~Ownership~~the ofperiod ~~Certain~~covered ~~Beneficial~~by ~~Owners~~this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~The~~ITEM following table sets forth information, as of November 13, 2012, with respect to the beneficial ownership of the Company’s Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock9B. ~~Information~~OTHER is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.INFORMATION

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
Common Stock	Rick Walchuk	17,208,333 shares held directly	32.3%

None.

(1)Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of November 24, 2011 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 53,312,133 shares of common stock outstanding as of November 13, 2012.

~~Security~~PART ~~Ownership of Management~~III

~~The~~ITEM following table shows, as of November 13, 2012, the shares of the Company’s common stock beneficially owned by each director (including each nominee), by each of the executive officers and by all directors and executive officers as a group10. ~~Information is also provided regarding beneficial ownership of common stock if all outstanding options~~DIRECTORS, ~~warrants,~~EXECUTIVE ~~rights~~OFFICERS ~~and~~AND ~~conversion~~CORPORATE ~~privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.~~GOVERNANCE

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
Common Stock	Rick Walchuk	17,208,333 shares held directly	32.3%
Common Stock	Alexandros Tsingos	-0-
	All Officers and Directors as a Group	17,208,333	32.3%

Executive Officer and Directors

~~(1)Beneficial~~Our ~~ownership~~Officers ~~is determined in accordance with SEC rules~~ and ~~includes~~Directors ~~voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of November 24, 2011 are deemed to be outstanding~~ and ~~beneficially~~their ~~owned~~ages ~~by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned~~ and ~~the~~positions ~~percentage ownership of that person. They~~ are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 53,312,133 shares of common stock outstanding as ~~of October 22, 2012.~~follows:

Changes in Control

Name	Age	Position	Date of Appointment
Jeff Canouse	45	Director, Chief Executive Officer, President	September 17, 2013

~~There~~Mr. ~~are~~Canouse, no45, ~~existing~~combines ~~arrangements~~over ~~that~~twenty-three ~~may~~years ~~result~~of experience in financial senior management following a ~~change~~thirteen-year career as an Investment Banker. Previously, he had been involved in ~~control~~various ofcompanies ~~our~~in the investment industry holding positions including Vice President, Senior Vice President and Managing Director at J. P. Carey Inc., J.P. Carey Securities Inc. and JPC Capital a boutique (the “Carey Company’s”) investment banking firm that assisted in arranging over $2 billion in financing. During his time with the Carey Company’s Mr. Canouse was personally responsible for sourcing new corporate clients, presenting to institutional investors, structuring terms, and working with counsel for timely closings. From July 11, 2011 through the present day, Mr. Canouse has acted as Managing Member of Anvil Financial Management, LLC where he has offered his expertise to companies in need of restructuring, financing, debt settlement and compliance assistance. In addition, Mr. Canouse founded Title King LLC, a short-term lending company using customer vehicles as collateral. Title King was acquired by New America Energy Corp of which Mr. Canouse is currently the Chief Executive Officer.

~~Securities~~Other ~~authorized for issuance under equity compensation plans.~~Directorships

~~None~~Other than as disclosed above, during the last 5 years, none of our directors held any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

39Board of Directors and Director Nominees

~~ITEM~~Since 13our Board of Directors does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination. ~~CERTAIN~~ ~~RELATIONSHIPS~~The ~~AND~~Board ~~RELATED~~will ~~TRANSACTIONS~~consider candidates for directors proposed by security holders, ~~AND~~although ~~DIRECTOR~~no ~~INDEPENDENCE~~formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which a slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the Board, as well as a list of references.

~~Certain~~The ~~Relationships~~Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and ~~Related~~security ~~Transactions~~holders. Once a candidate has been identified, the Board reviews the individual's experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.

On November 1, 2010, the Company entered into a three-year consulting agreement with Rick Walchuk, a director and officer of the Company. Under the terms of the agreement, Mr. Walchuk was paid $2,500 a month, which increased to $4,000 a month commencing June 1, 2012, payable on the 1st of each month, pursuant to the services to be rendered by Mr. Walchuk. During the twelve month period ended August 31, 2012, Mr. Walchuk invoiced the Company $51,506, which included $34,500 as management fees and $17,006 for expenses. The Company made cash payments to pay these amounts in full.25

OnConflicts ~~January 30, 2012, Mr. Alexandros Tsingos, was appointed a director and Secretary~~ of the Company. During the period ended August 31, 2012, Mr. Tsingos invoiced the Company $12,500, which included $10,500 as management fees and $2,000 for expenses. The Company made cash payments to pay these amounts in full.Interest

~~Other~~Our ~~than~~directors asare ~~disclosed~~not ~~herein,~~obligated weto ~~have~~commit ~~not~~their ~~entered~~full ~~into~~time ~~any~~and ~~transaction~~attention ~~since~~to ~~the~~our ~~last~~business ~~fiscal~~and, ~~year~~accordingly, ~~nor~~they ~~are~~may ~~there~~encounter ~~any~~a ~~proposed~~conflict ~~transactions~~of ~~that~~interest ~~exceed~~in ~~one~~allocating ~~percent~~their time between our operations and those of other businesses. In the ~~average~~course of ~~our~~their ~~total~~other ~~assets~~business atactivities, ~~year~~they ~~end~~may become aware of investment and business opportunities which may be appropriate for ~~the~~presentation ~~last~~to ~~three~~us ~~completed~~as ~~fiscal~~well ~~years~~as inother entities to which ~~any~~they ofowe ~~our~~a ~~Directors,~~fiduciary ~~executive~~duty. ~~officers~~As a result, ~~stockholders~~they ormay ~~any~~have ~~member~~conflicts of ~~the~~interest ~~immediate~~in ~~family~~determining ofto ~~any~~which ofentity a particular business opportunity should be presented. They may also in the ~~foregoing~~future ~~had~~become oraffiliated iswith toentities ~~have~~that aare ~~direct~~engaged orin ~~indirect~~business ~~material~~activities ~~interest~~similar to those we intend to conduct.

~~Review~~In general, ~~Approval~~officers orand ~~Ratification~~directors of ~~Transactions~~a ~~with~~corporation ~~Related~~are ~~Persons~~required to present business opportunities to the corporation if:

~~The~~·the ~~Company~~corporation ~~does~~could ~~not~~financially ~~currently~~undertake ~~have any written policies and procedures for~~ the ~~review, approval or ratification of any transactions with related persons.~~opportunity;

~~Promoters~~·the ~~and~~opportunity ~~Certain~~is ~~Control~~within ~~Persons~~the corporation’s line of business; and

~~None~~·it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

~~Parents~~We have adopted a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

~~There~~Significant ~~are no parents of the Company.~~Employees

~~Director~~Other ~~Independence~~than as described above, we do not expect any other individuals to make a significant contribution to our business.

AsLegal ~~of the date of this Annual Report, we have no independent directors.~~Proceedings

~~The~~To ~~Company has developed~~ the ~~following~~best ~~categorical~~of ~~standards~~our ~~for~~knowledge, ~~determining~~none ~~the materiality~~ of ~~relationships~~our ~~that~~directors ~~the~~or ~~Directors~~executive ~~may~~officers ~~have~~has, ~~with~~during the ~~Company.~~past Aten ~~Director shall not be deemed to have a material relationship with the Company that impairs the Director's independence as a result of any of the following relationships~~years:

1.	the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;
2.	the Director is the beneficial owner of less than five (5%) per cent of the outstanding equity interests of an entity that does business with the Company;

·been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

40·had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

3.·been ~~the~~subject ~~Director~~to isany anorder, ~~executive officer of a civic~~judgment, ~~charitable~~ or ~~cultural~~decree, ~~institution~~not ~~that~~subsequently ~~received less than the greater of one million ($1~~reversed,~~000,000)~~ ~~dollars~~suspended or ~~two~~vacated, ~~(2%) per cent~~ of ~~its~~any ~~consolidated~~court ~~gross revenues, as such term is construed by the New York Stock Exchange for purposes~~ of ~~Section~~competent ~~303A.02(b)(v)~~jurisdiction ofor ~~the~~federal ~~Corporate~~or ~~Governance~~state ~~Standards~~authority, ~~from~~permanently ~~the Company~~ or ~~any~~temporarily ~~of its subsidiaries for each of the last three (3) fiscal years; 4. the Director is an officer of an entity that is indebted to the Company~~enjoining, ~~or to which the Company is indebted~~barring, ~~and~~suspending ~~the total amount of either the Company's~~ or ~~the~~otherwise ~~business~~limiting, ~~entity's~~his ~~indebtedness~~involvement isin ~~less~~any ~~than~~type ~~three (3%) per cent~~ of ~~the~~business, ~~total~~securities, ~~consolidated~~futures, ~~assets~~commodities, ofinvestment, ~~such~~banking, ~~entity~~savings ~~as of the end of the previous fiscal year;~~ and 5.loan, ~~the Director obtained products~~ or ~~services~~insurance ~~from~~activities, ~~the Company on terms generally available to customers of the Company for such products~~ or ~~services. The Board retains the sole right~~ to ~~interpret~~be ~~and~~associated ~~apply~~with ~~the~~persons ~~foregoing~~engaged ~~standards~~ in ~~determining the materiality of~~ any ~~relationship.~~such activity;

~~The~~·been found ~~Board~~by ~~shall~~a ~~undertake~~court ~~an annual review~~ of ~~the~~competent ~~independence~~jurisdiction ofin ~~all~~a ~~non-management~~civil ~~Directors.~~action Toor ~~enable~~by the ~~Board~~SEC toor ~~evaluate each non-management Director, in advance of~~ the ~~meeting~~Commodity atFutures ~~which~~Trading ~~the~~Commission ~~review~~to ~~occurs,~~have ~~each~~violated ~~non-management~~a ~~Director~~federal ~~shall~~or ~~provide~~state ~~the~~securities ~~Board~~or ~~with~~commodities ~~full~~law, ~~information~~and ~~regarding~~ the ~~Director’s~~judgment ~~business~~has ~~and~~not ~~other~~been ~~relationships~~reversed, ~~with the Company~~suspended, ~~its~~or ~~affiliates and senior management.~~vacated;

~~Directors~~·been ~~must~~the ~~inform~~subject ~~the~~of, ~~Board~~or ~~whenever~~a ~~there~~party ~~are~~to, any ~~material~~federal ~~changes~~or instate ~~their~~judicial ~~circumstances~~ or ~~relationships~~administrative ~~that~~order, ~~could~~judgment, ~~affect~~decree, ~~their~~or ~~independence~~finding, ~~including~~not ~~all~~subsequently ~~business~~reversed, ~~relationships~~suspended ~~between~~or vacated (not including any settlement of a ~~Director~~civil ~~and~~proceeding ~~the~~among ~~Company~~private litigants), ~~its~~relating ~~affiliates,~~to oran ~~members~~alleged violation of ~~senior~~any ~~management~~federal or state securities or commodities law or regulation, ~~whether~~any law or ~~not~~regulation ~~such~~respecting ~~business~~financial ~~relationships~~institutions ~~would~~or beinsurance ~~deemed~~companies including, but not limited to, bea ~~material~~temporary ~~under~~or ~~any~~permanent injunction, order of ~~the~~disgorgement ~~categorical~~or ~~standards~~restitution, ~~set~~civil ~~forth~~money ~~above.~~penalty ~~Following~~or ~~the~~temporary ~~receipt~~or ofpermanent ~~such~~cease-and-desist ~~information~~order, ~~the~~or ~~Board~~removal ~~shall~~or ~~re-evaluate~~prohibition ~~the~~order, ~~Director's~~or ~~independence.~~any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

~~ITEM~~·been 14the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. ~~PRINCIPAL~~78c(a)(26)), ~~ACCOUNTANT~~any ~~FEES~~registered ~~AND~~entity ~~SERVICES~~(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Silberstein Ungar, PLLC CPAs have been our principal accountants since inception. The following table sets forth the fees billed to the Company for professional services rendered by the Company's principal accountant, for the fiscal years ended August 31, 2012 and 2011:26

Services	2012 $	2011 $
Audit fees	7,000.00	6,500.00
Audit related fees	6,000.00	5,500.00
Tax fees
Total fees	13,000.00	12,000.00

Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence - Transactions with Related Persons,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Audit ~~fees~~Committee consist of fees for the audit of the Company's annual financial statements or the financial statements of the Company’s subsidiaries or services that are normally provided in connection with the statutory and ~~regulatory filings of the annual financial statements.~~Charter

~~Audit-related~~We ~~services~~do ~~include the review of the Company's financial statements and quarterly reports that are~~ not ~~reported~~currently ashave ~~Audit~~an ~~fees~~audit committee.

~~Tax~~Code ~~fees~~of ~~included tax planning and various taxation matters.~~Ethics

~~Pre-Approval~~We ~~Policies~~have ~~and~~not ~~Procedures~~yet adopted a corporate code of ethics. When we do adopt a code of ethics, we will announce it via the filing of a current report on form 8-K.

WeFamily have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by our auditors and the estimated fees related to these services.Relationships

41There are no family relationships among our officers, directors, or persons nominated for such positions.

~~PART~~Section IV16(a) Beneficial Ownership Reporting Compliance

~~ITEM~~Section 1516(a) of the Securities Exchange Act of 1934, as amended, requires our Directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. ~~EXHIBITS~~ Executive officers, ~~FINANCIAL~~directors ~~STATEMENT~~and ~~SCHEDULES~~greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

~~Exhibits~~Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year ending August 31, 2015, the following represents each person who did not file on a timely basis reports required by Section 16(a) of the Exchange Act:

Number	Description
Name	Reporting Person	Form 3/# of transactions	Form 4/# of transactions	Form 5/# of transactions
3.1	Articles of Incorporation, as amended	Incorporated by reference to the Registration Statement on Form SB-2 filed on October 25, 2006.
Jeffrey Canouse	President, CEO, and Director	n/a	n/a	n/a
3.1 (i)	Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on November 15, 2010	Incorporated by reference to the Current Report on Form 8-K filed on November 16, 2010.
3.2	Bylaws, as amended	Incorporated by reference to the Registration Statement on Form SB-2 filed on October 25, 2006.
10.1	Release entered into by Susanna Hilario	Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2010.
10.2	Release entered into by Rey V. Supera	Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2010.
10.3	Share Cancellation Agreement with Rick Walchuk dated December 23, 2010	Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2011.
10.4	Consulting Agreement with Rick Walchuk dated January 14, 2011	Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2011.
10.5	Property assignment and acquisition agreement, dated February 3, 2011	Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.
10.6	Property option agreement dated February 3, 2011	Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.
10.7	Property option agreement between GeoXplor and the Company dated effective May 31, 2011	Incorporated by reference to the Current Report on Form 8-K filed on June 7, 2011.
10.8	Extension Agreement between First Liberty Power Corp., GeoXplor Corp. and the Company	Incorporated by reference to the Current Report on Form 8-K filed on August 4, 2011.
10.9	Amended Property Purchase Agreement with GeoXplor Corp. and the Company dated October 27, 2011	Incorporated by reference to the Current Report on Form 8-K filed on October 31, 2011.
10.10	Form of Financing Agreement	Incorporated by reference to the Current Report on Form 8-K filed on November 25, 2011.
10.11	Investment Agreement with Fairhills Capital Offshore Ltd.	Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012.
10.12	Registration Rights Agreement with Fairhills Capital Offshore Ltd.	Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012.
10.13	First Amendment to the Investment Agreement with Fairhills Capital Offshore Ltd.	Incorporated by reference to our Form S-1 filed on July 25, 2012.
10.14	2% Secured Note dated March 28, 2012 with Fairhills Capital Offshore Ltd.	Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012.
10.15	Amended Property Purchase Agreement with GeoXplor Corp. and the Company dated June 20, 2012	Incorporated by reference to the Current Report on Form 8-K filed on June 20, 2012.
10.16	Second Amendment to the Investment Agreement with Fairhills Capital Offshore Ltd.	Incorporated by reference to our Form S-1 filed on July 25, 2012.
10.17	Assignment and Assumption Agreement between Fairhills Capital Offshore LLC, Deer Valley Management LLC and the Company.	Filed Herewith
31.1	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	Filed Herewith
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 of the Sarbanes-Oxley Act of 2002	Filed Herewith
32.1	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	Filed Herewith

101.INS	XBRL Instance Document**	Filed Herewith
101.SCH	XBRL Taxonomy Extension Schema**	Filed Herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase**	Filed Herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase**	Filed Herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase**	Filed Herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase**	Filed Herewith

ITEM 11. EXECUTIVE COMPENSATION.

**PursuantThe toparticulars ~~Rule 406T~~ of ~~Regulation~~compensation ~~S-T,~~paid ~~these~~to ~~interactive~~our ~~data~~executive ~~files~~officers ~~are~~during ~~deemed~~the ~~not~~fiscal ~~filed~~period orended ~~part~~August of31, a2011 ~~registration~~and ~~statement~~2010 orare ~~prospectus~~set ~~for~~out ~~purposes~~in ~~of Sections 11 or 12 of~~ the ~~Securities~~summary ~~Act~~compensation oftable ~~1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.~~below:

SUMMARY COMPENSATION TABLE
Name	Fiscal Year Ended August 31,	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Jeffrey Canouse, CEO and CFO	2015	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Jeffrey Canouse, CEO and CFO	2014	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Jeffrey Canouse, CEO and CFO	2013	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

~~SIGNATURES~~Outstanding Equity Awards at Fiscal Year-End

Pursuant to the requirements of Section 13 or 15(d) 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.None

			NEW AMERICA ENERGY CORP.
Date:	December 14, 2012	By:	/s/ Rick Walchuk
		Name:	Rick Walchuk
		Title:	President, Treasurer, Director (Principal Executive, Financial and Accounting Officer)

~~Pursuant~~Option toGrants ~~the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant~~ and ~~in the capacities and on the dates indicated.~~Exercises

Date:	December 14, 2012	By:	/s/ Rick Walchuk
		Name:	Rick Walchuk
		Title:	President, Treasurer, Director (Principal Executive, Financial and Accounting Officer)
Date:	December 14, 2012	By:	/s/ Alexandros Tsingos
		Name:	Alexandros Tsingos
		Title:	Secretary and Director

None

43Employment Agreements

The Company has no outstanding employment agreements with Mr. Canouse.

Compensation of Directors

Name

Fees Earned

Paid in Cash

($)

Stock

Awards

($)

Option

Awards

($)

All Other

Compensation

($)

Total

($)

Jeffrey Canouse (1)

-0-

1.)This is for the fiscal years ended August 31, 2015, 2014 and 2013.

During the most recent fiscal year, no directors were provided any compensation for their role as directors.

The Company has made no arrangements for the cash remuneration of its directors, and to the extent that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Company’s behalf. No further remuneration has been paid to the Company’s directors for services to date, other than the stock awards granted as disclosed in the table above.

Compensation Committee

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners

The following table sets forth information, as of November 13, 2012, with respect to the beneficial ownership of the Company’s Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.

Title of Class

Name and Address

of Beneficial Owner

Amount and Nature

of Beneficial Ownership

Percentage

of Class (1)

Preferred stock Series A

Jeff Canouse

51 shares held directly

100%

Security Ownership of Management

The following table shows, as of November 13, 2012, the shares of the Company’s common stock beneficially owned by each director (including each nominee), by each of the executive officers and by all directors and executive officers as a group. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
Common Stock	Jeffrey Canouse	-0- shares held directly	-%

	All Officers and Directors as a Group	-0	-%

(1)Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of November 24, 2011 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based shares of common stock outstanding as of October 22, 2012.

Changes in Control

There are no existing arrangements that may result in a change in control of our Company.

Securities authorized for issuance under equity compensation plans.

None

Certain Relationships and Related Transactions

Other than as disclosed herein, we have not entered into any transaction since the last fiscal year nor are there any proposed transactions that exceed one percent of the average of our total assets at year end for the last three completed fiscal years in which any of our Directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

Review, Approval or Ratification of Transactions with Related Persons

The Company does not currently have any written policies and procedures for the review, approval or ratification of any transactions with related persons.

Promoters and Certain Control Persons

None

Parents

There are no parents of the Company.

Director Independence

As of the date of this Annual Report, we have no independent directors.

The Company has developed the following categorical standards for determining the materiality of relationships that the Directors may have with the Company. A Director shall not be deemed to have a material relationship with the Company that impairs the Director's independence as a result of any of the following relationships:

1.the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;

2.the Director is the beneficial owner of less than five (5%) per cent of the outstanding equity interests of an entity that does business with the Company;

3.the Director is an executive officer of a civic, charitable or cultural institution that received less than the greater of one million ($1,000,000) dollars or two (2%) per cent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company or any of its subsidiaries for each of the last three (3) fiscal years;

4.the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or the business entity's indebtedness is less than three (3%) per cent of the total consolidated assets of such entity as of the end of the previous fiscal year; and

5.the Director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.

The Board shall undertake an annual review of the independence of all non-management Directors. To enable the Board to evaluate each non-management Director, in advance of the meeting at which the review occurs, each non-management Director shall provide the Board with full information regarding the Director’s business and other relationships with the Company, its affiliates and senior management.

Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a Director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall re-evaluate the Director's independence.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Silberstein Ungar, PLLC CPAs (“Silberstein”) had been our principal accountants from inception through ______, 20. As of the date, we dismissed_Silberstein and retained BF Borgers CPA, PC (“Borgers”) The following table sets forth the fees billed to the Company for professional services rendered by the Company's principal accountants for the fiscal years ended August 31, 2015, 2014 and 2013.

Silberstein

Services	2015 $	2014 $	2013 $
Audit fees	-	-	-
Audit related fees	-	-	-
Tax fees	-	-	-
Total fees	-	-	-

Audit fees consist of fees for the audit of the Company's annual financial statements or the financial statements of the Company’s subsidiaries or services that are normally provided in connection with the statutory and regulatory filings of the annual financial statements.

Audit-related services include the review of the Company's financial statements and quarterly reports that are not reported as Audit fees.

Tax fees included tax planning and various taxation matters.

Borgers

Services	2015 $	2014 $	2013 $
Audit fees	-	-	-
Audit related fees	-	-	-
Tax fees	-	-	-
Total fees	-	-	-

Audit-related services include the review of the Company's financial statements and quarterly reports that are not reported as Audit fees.

Tax fees included tax planning and various taxation matters.

Pre-Approval Policies and Procedures

We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by our auditors and the estimated fees related to these services.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits:

Number	Description
3.1	Articles of Incorporation, as amended	Incorporated by reference to the Registration Statement on Form SB-2 filed on October 25, 2006.
3.1 (i)	Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on November 15, 2010	Incorporated by reference to the Current Report on Form 8-K filed on November 16, 2010.
3.2	Bylaws, as amended	Incorporated by reference to the Registration Statement on Form SB-2 filed on October 25, 2006.
10.1	Release entered into by Susanna Hilario	Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2010.
10.2	Release entered into by Rey V. Supera	Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2010.
10.3	Share Cancellation Agreement with Jeffrey Canouse dated December 23, 2010	Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2011.
10.4	Consulting Agreement with Jeffrey Canouse dated January 14, 2011	Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2011.
10.5	Property assignment and acquisition agreement, dated February 3, 2011	Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.
10.6	Property option agreement dated February 3, 2011	Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2011.
10.7	Property option agreement between GeoXplor and the Company dated effective May 31, 2011	Incorporated by reference to the Current Report on Form 8-K filed on June 7, 2011.
10.8	Extension Agreement between First Liberty Power Corp., GeoXplor Corp. and the Company	Incorporated by reference to the Current Report on Form 8-K filed on August 4, 2011.
10.9	Amended Property Purchase Agreement with GeoXplor Corp. and the Company dated October 27, 2011	Incorporated by reference to the Current Report on Form 8-K filed on October 31, 2011.
10.10	Form of Financing Agreement	Incorporated by reference to the Current Report on Form 8-K filed on November 25, 2011.
10.11	Investment Agreement with Fairhills Capital Offshore Ltd.	Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012.

Number	Description
10.12	Registration Rights Agreement with Fairhills Capital Offshore Ltd.	Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012.
10.13	First Amendment to the Investment Agreement with Fairhills Capital Offshore Ltd.	Incorporated by reference to our Form S-1 filed on July 25, 2012.
10.14	2% Secured Note dated March 28, 2012 with Fairhills Capital Offshore Ltd.	Incorporated by reference to the Current Report on Form 8-K filed on April 2, 2012.
10.15	Amended Property Purchase Agreement with GeoXplor Corp. and the Company dated June 20, 2012	Incorporated by reference to the Current Report on Form 8-K filed on June 20, 2012.
10.16	Second Amendment to the Investment Agreement with Fairhills Capital Offshore Ltd.	Incorporated by reference to our Form S-1 filed on July 25, 2012.
10.17	Assignment and Assumption Agreement between Fairhills Capital Offshore LLC, Deer Valley Management LLC and the Company.	Incorporated by reference to our Form 10-Q filed on January 22, 2013
31.1	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	Filed Herewith
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 of the Sarbanes-Oxley Act of 2002	Filed Herewith
32.1	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	Filed Herewith
101.INS	XBRL Instance Document**	Filed Herewith
101.SCH	XBRL Taxonomy Extension Schema**	Filed Herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase**	Filed Herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase**	Filed Herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase**	Filed Herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase**	Filed Herewith

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURES

			NEW AMERICA ENERGY CORP.

Date:	April 27, 2021	By:	/s/ Jeffrey Canouse
		Name:	Jeffrey Canouse
		Title:	President, Treasurer, Director (Principal Executive, Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:

April 27, 2021

By:

/s/ Jeffrey Canouse

Name:

Jeffrey Canouse

Title:

President, Treasurer, Director

(Principal Executive, Financial and

Accounting Officer)

Filing Compare · NEW AMERICA ENERGY CORP.