UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the

~~Pursuant to Section 13 or 15(d) of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~June 2221, ~~2014~~2021

~~New~~NEW ~~America~~AMERICA ~~Energy~~ENERGY ~~Corp~~CORP. ~~(Exact name of registrant as specified in its charter)~~

Nevada		000-254243		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

3651 Lindell Rd., Ste D#138

Florida

024-11444

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

~~Las~~240 ~~Vegas,~~Vaughan ~~NV 89103~~Drive

~~(Address~~Alpharetta, ofGA ~~Principal Executive Offices)~~ 30009

(~~800~~Address of principal executive offices) ~~508-6149~~(Zip Code)

~~Registrant’s~~(770) ~~telephone number, including area code~~235-6053

Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written ~~communications~~ communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR ~~240~~40.13e-4(c))

~~Item~~Indicate ~~1.01~~by ~~Entry~~check ~~into~~mark awhether ~~Material~~the ~~Definitive~~registrant ~~Agreement~~is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).

~~New~~Emerging ~~America~~growth Energy Corp. (the “Company”) entered into a membership interest purchase agreement (the “Purchase Agreement”) dated as of September 17, 2013 (the “Closing Date”) by and among the Company, Title King, LLC, a Georgia limited liability company (“Title King”) and the sole member of Title King (the “Unitholder”), pursuant to which the Company acquired 100% of the membership interests of Title King. The consideration for the Purchase Agreement includes the Company’s issuance of an aggregate of 50,000,000 shares of its common stock to the Unitholder. The Company, Title King and the Unitholder entered into that certain amended and restated membership interest purchase agreement (the “Amended and Restated Agreement”) on January 22, 2014, to the clarify that certain debt obligations of Title King have been assumed by the Company in accordance with the closing of the Purchase Agreement as of the Closing Date.[ ]

~~The~~If ~~description~~an ofemerging ~~the~~growth ~~Purchase Agreement~~company, as ~~amended~~indicate by ~~the~~check ~~Amended~~mark ~~and~~if ~~Restated~~the ~~Agreement,~~registrant ~~set~~has ~~forth~~elected ~~above~~not ~~is qualified in its entirety by reference~~ to ~~the~~use ~~full text of~~ the ~~Amended~~extended ~~and~~transition ~~Restated~~period ~~Agreement~~for ~~filed~~complying aswith ~~Exhibit~~any ~~10.1~~new toor ~~this~~revised ~~Current~~financial ~~Report~~accounting onstandards ~~Form~~provided ~~8-K~~pursuant ~~and~~to isSection ~~incorporated~~13(a) ~~herein~~of bythe ~~reference~~Exchange Act. [ ]

~~Item~~Securities ~~2.01~~registered ~~Completion~~pursuant ofto ~~Acquisition~~Section or12(b) ~~Disposition~~ of ~~Assets.~~the Act:

~~Reference~~Title isof ~~made~~each toclass ~~the~~Trading ~~disclosure set~~Symbol(s) ~~forth~~Name ~~under Item 1.01~~ of ~~this~~each ~~report,~~exchange on which ~~disclosure~~registered isN/A ~~incorporated~~N/A ~~herein by reference.~~N/A

~~Item~~ITEM 51.0201 ~~Departure~~- ofENTRY ~~Directors~~INTO orA ~~Certain~~MATERIAL ~~Officers;~~DEFINITIVE ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~AGREEMENT

~~Jeffrey~~Binding C.Letter ~~Canouse, the Chief Executive Officer~~ of ~~the~~Intent ~~Company,~~to isAcquire the ~~Unitholder~~Assets ~~and, accordingly, received certain consideration under the Amended and Restated Agreement. Reference is made to the disclosure set forth under Item 1.01~~ of ~~this~~Third ~~report~~Bench Holdings, ~~which disclosure is incorporated herein by reference.~~LLC

~~Item~~On 9June 21, 2021, New America Energy Corp.01 ~~Financial~~(the ~~Statements~~“Company” ~~and~~or ~~Exhibits~~“NECA”) entered into a Binding Letter of Intent (“LOI”) with Third Bench Holdings, LLC, a New Mexico limited liability company, (“Holdings”), pursuant to which the members of Third Bench (the “Members”) agreed to sell all of the assets (the “Acquired Assets”) used in the operations of Third Bench’s business to the Company (the “Acquisition”).

Exhibit No.		Description
10.1		Amended and Restated Membership Interest Purchase Agreement Among New America Energy Corp., Title King, LLC and the Sole Unitholder of Title King, LLC

In consideration for the Acquisition, the Members shall receive shares of a new series of Preferred Stock of the Company which rights and preferences, collectively, shall include: (i) conversion rights into that number of shares of common stock of the Company which shall equal Ninety Percent (90%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (“Underlying Common Stock”) on a fully diluted basis for a period of one year; and (ii) voting rights, in all matters, together with the Members of common stock of the Company with the numbers of votes equal to the number of shares of Underlying Common Stock.

~~SIGNATURES~~Pursuant to the terms of the Acquisition, the current officers and directors of the Company shall, at the closing of the Acquisition, resign and appoint the officers and directors as directed by Holdings. The current CEO, Jeffrey M. Canouse, will be retained for a period of three (3) months to assist in the transition at a monthly salary rate of $5,000 (USD) per month. This retention can be extended upon mutual agreement between Jeffrey Canouse and the Company.

~~Pursuant~~At to the ~~requirements~~consummation of the ~~Securities~~Acquisition ~~Exchange~~(the ~~Act~~ “Closing”), the Company will consummate a bridge financing for the benefit of ~~1934~~Holdings in an amount of (US$500,000) ~~the~~and ~~registrant~~such ~~has~~funds ~~duly~~shall ~~caused~~be ~~this~~utilized, ~~report~~in part, to bepay ~~signed~~for onthe ~~its~~expenses ~~behalf~~incurred in connection with the Acquisition and the Audit. Following the Closing, the Company will raise up to Ten Million dollars (US$10,000,000) by the ~~undersigned~~sale ~~hereunto~~of ~~duly~~shares ~~authorized~~of equity (common stock or preferred stock) or debt of the Company (the “Initial Financing”). It is anticipated that the Initial Financing will be consummated in tranches over the twelve (12) months following the Closing.

	NEW AMERICA ENERGY CORP.
Date: January 24, 2014	By:	/s/ Jeffrey M. Canouse
	Name:	Jeffrey M. Canouse
	Title:	Chief Executive Officer

At the Closing, Southridge, LLC (or its affiliates as directed by Southridge) shall receive shares of a new series of Preferred Stock of the Company which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Five Percent (5%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of one year) and carry ratchet and anti-dilution rights.

At the closing, Jeffrey Canouse, will assign 100% of the Preferred A Shares that he currently owns in exchange for shares of Series B Preferred Stock of the Company to be issued to Jeffrey M. Canouse (or his affiliates and/or designees as directed by Jeffrey Canouse) which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Three Percent (3%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of two (2) years) and carry ratchet and anti-dilution rights.

All of the terms of the Acquisition including the Initial Financing (as defined forth herein) shall be set forth in a definitive acquisition agreement (the “Acquisition Agreement”) which shall be negotiated between the Company and the Members.

The foregoing descriptions of the Binding Letter of Intent herein are qualified by the terms of the full text of the Binding Letter of Intent attached hereto as Exhibit 10.1, and the terms thereof are incorporated herein by reference.

ITEM 7.01 - REGULATION FD DISCLOSURE.

On June 23, 2021, New America Energy Corp., (the “Company”) issued a press release announcing that the Company entered into a Binding Letter of Intent with Third Bench Holdings, LLC, a New Mexico limited liability company (“Holdings”), to purchase all of the assets associated with the operation of Third Bench’s business.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the

materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Safe Harbor

This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No.	Description

10.1	Binding Letter of Intent dated June 21, 2021.

99.1	Press Release dated June 23, 2021.

SIGNATURES

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

	NEW AMERICA ENERGY CORP.


Date: June 23, 2021	By: /s/ Jeffrey M. Canouse
	Name: Jeffrey M. Canouse
	Title: Chief Executive Officer

Filing Compare · NEW AMERICA ENERGY CORP.