UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2021
NEW AMERICA ENERGY CORP.
(Exact name of registrant as specified in its charter)
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Florida |
024-11444 |
26-4144571 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
175 S. Main Street, Suite 1410
Salt Lake City, UT 84111
(Address of principal executive offices) (Zip Code)
240 Vaughan Drive
Alpharetta, GA 30009
(Address of former executive offices)
(770) 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 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 40.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Departure of Jeffrey M. Canouse and Appointment of David Fair
Effective October 20, 2021, Jeffrey M. Canouse, Chief Executive Officer of New America Energy Corp. (the “Company”) resigned from his position as the Company’s Chief Executive Officer and Director, and the Board of Directors accepted the appointment of David Fair, as the Company’s new Chief Executive Officer and Director to replace Mr. Canouse on that date.
Mr. Canouse’s resignation was not due to any disagreement with the Company or its Board of Directors.
David Fair is the Chief Executive Officer of Third Bench Holdings, LLC. Mr. Fair is an experienced executive with extensive involvement executing growth and turnaround strategies. He leads Third Bench’s executive management team, identifies suitable synergistic M&A targets, and execute operational strategies. In addition to David’s Operational experience, he has spent over decade is various roles including investment banking, consulting, and strategy.
Prior to founding Third Bench, Mr. Fair was Vice President at Vaughan Capital Advisors, a boutique merchant bank in Los Angeles focused on the entertainment, technology and media sectors. He has also served as a Senior Associate at Auspex Capital and as an Associate at Corner Capital Partners.
Mr. Fair attended the USC Marshall School of Business for his M.B.A and completed a bachelor’s degree from Cal State Channel Islands, where he studied Economics and Psychology. He is part of the 40 under 40 class of 2021 for the Wood Industry.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed with this report:
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Exhibit No. |
Description |
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Board of Directors Consent and Resignation Letter dated October 20, 2021. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEW AMERICA ENERGY CORP. |
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Date: November 1, 2021 |
By: /s/ David Fair |
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Name: David Fair |
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Title: Chief Executive Officer |
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EXHIBIT 99.1
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ACTION BY WRITTEN CONSENT OF DIRECTORS (Florida Revised Statutes) OF NEW AMERICA ENERGY CORP. A Florida Corporation |
The undersigned Directors of New America Energy Corp., a Florida Corporation (the “Company”) pursuant to the Florida Revised Statutes, hereby consent to the following actions of the Company as of the date set forth below:
1. RESIGNATION OF JEFFREY M. CANOUSE AS AN OFFICER AND FROM THE BOARD OF DIRECTORS
RESOLVED: that the Board has received and hereby accepts the attached resignation letter of Jeffrey M. Canouse from all Officer positions, including Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and as Director of the Company.
2. APPOINTMENT OF DAVID FAIR AS AN OFFICER AND TO THE BOARD OF DIRECTORS
RESOLVED: that simultaneous with the resignation of Jeffrey M. Canouse, the Board hereby appoints David Fair to serve as the Company’s Sole Officer and Director of the Company, and David Fair hereby accepts his appointment as Sole Director, and as the Company’s new Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer, to serve in such capacities until such other persons shall be appointed by the Board.
3. ACCEPTANCE OF CONSULTING AGREEMENT BETWEEN THE COMPANY AND JEFFREY M. CANOUSE
RESOLVED: that following his resignation, the Board hereby accepts the terms and conditions of the attached Consulting Agreement, under which Jeffrey M. Canouse agrees to serve as a consultant to the Company for a minimum of three months, for a flat fee of $5,000 per month, which shall renew each month thereafter until terminated by either party with thirty days’ prior written notice.
4. OMNIBUS RESOLUTION
RESOLVED FURTHER, that the officers of the Company, and each of them, and such persons appointed to act on their behalf pursuant to the foregoing resolutions, are hereby authorized and directed in the name of the Company and on its behalf, to execute any additional certificates (including any officer's certificates), agreements, instruments or documents, or any amendments or supplements thereto, or to do or to cause to be done any and all other acts as they shall deem necessary, appropriate or in furtherance of the full effectuation of the purposes of each of the foregoing resolutions.
Dated: October 20, 2021
/s/ Jeffrey M. Canouse
Jeffrey M. Canouse, Director
/s/ David Fair
David Fair, Director
October 20, 2021
To the Board of Directors of New America Energy Corp.
I, Jeffrey M. Canouse, hereby resign from all Officer positions with New America Energy Corp. (the “Company”) and from my role as Director of the Company, simultaneous with the appointment of David Fair to serve as my replacement in all such Officer and Director roles.
My resignation therefrom is not due to any disagreement with the Company or its Board of Directors.
Sincerely,
/s/ Jeffrey M. Canouse
Jeffrey M. Canouse