New Century Energy Corp (NCRE)

[makinezmoney]

$NCRE: Looks like we got ourselves a ReverseMERGER here



2.4Milly FLOATER


https://www.otcmarkets.com/stock/NCRE/security






Item 1.01 Entry into a Material Definitive Agreement.



On November 19, 2021, we entered into an agreement (the “Merger Agreement”) whereby Emissions Zero Module, Inc., a Wyoming company (“Emissions Zero”), would be merged (the “Merger”) into the Company. Our Board of Directors and our shareholders, by written consent of 75.71% of our Common Stock, approved the Merger Agreement, a name change and the election of new directors (“Director Nominees”) to be affected upon completion of the Merger.



The Merger Agreement requires us to submit the Merger and Name Change to Colambda Technologies, Inc. to the Financial Industry Regulatory Authority (“FINRA”) and promptly respond to any comments of FINRA. There is no assurance that the Merger will be consummated, and conditions precedent to the consummation of the Merger have not yet been completed.



The Merger Agreement may be terminated at any time prior to the Closing by the mutual agreement of the parties or if the Merger is not consummated within 60 days or if FINRA has not approved the Merger within 90 days after the date of the Merger Agreement.



If the Merger is consummated, the following will occur:



?the separate corporate existence of Emissions Zero will cease, and we will continue as the surviving corporation in the Merger,



?Emissions Zero’s business operations will become our business operations,



?we will change our name from New Century Resources Corporation to Colambda Technologies, Inc.,



?Emissions Zero’s officers and directors Kim Mitchell, David Riggs, Kent Hush, Sumit Isaranggul Na Ayudhya and Russell E Klawunn will replace our current officers and directors, George Christodoulou, Mark Christodoulou and Solon Pittarides.



At the Closing of the Merger, we are required to issue to Emissions Zero’s shareholders an aggregate of 110,695,500 Common Stock Shares representing 89.91% of all Common Stock outstanding. Additionally, Emissions Zero is required to deliver the sum of $105,000 to Robert J. Nielson and $105,000 to George Christodoulou, our President/Chief Executive Officer/Chief Financial Officer/Director, for shareholders advances. Emissions Zero previously delivered the sum of $25,000 to George Christodoulou and $25,000 to Robert J. Nielson for shareholder advances.



The Common Stock to be issued in the Merger is exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (“Securities Act”), and are “restricted securities” pursuant to Securities Act Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or an exemption from such registration exists.



Because we are a “shell company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the shares issued to the Emissions Zero’s stockholders that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after we (i) are no longer a shell company; and (ii) we have filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that we are no longer a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and we have filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports.



If the Merger is completed, we intend to promptly file a Schedule 14F-1 pursuant to 17 CFR § 240.14f-1, Schedule 14C Information Statement, and Current Report on Form 8-K including the “Form 10 information” required by Items 2.01(f) and 5.01(a)(8) of Form 8-K and the financial statements required thereby.



Our common stock is currently not listed on a national securities exchange or any other exchange or quoted on an over-the-counter market on a solicited basis. For quotation of the Common Stock on a solicited basis, we plan to seek a market maker to submit a Form 211 to FINRA. We plan to seek to cause our common stock to be quoted on the OTC Markets on a solicited basis upon consummation of the Merger. However, we cannot assure you that we will be able to do so and, even if we do so, there can be no assurance that our common stock will continue to be quoted on the OTC Markets or quoted or listed on any other market or exchange, or that an active trading market for our common stock will develop or continue.



There is no assurance that we will successfully complete the Merger.



GO $NCRE