SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Rule
13D-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a)
New
Frontier Energy, Inc.
Common
Stock, $.001 par value
(Title of
Class of Securities)
64439S204
(CUSIP
Number)
Samyak
Veera, 07-95A Ubi Techpark, 10 Ubi Crescent, Singapore
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
January
12, 2010 and February 16, 2010
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of
this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box
o
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.
64439S204
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1)
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Name
of Reporting Persons:
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Samyak
Veera
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2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3)
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SEC
Use Only
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4)
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Source
of Funds (See Instructions)
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5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or
2(e)
o
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6)
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Citizenship
Or Place Of Organization
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St.
Kitts and Nevis
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(7)
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Sole
Voting Power
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Number
of
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39,220,381
(See Note 1 and 2 below)
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Shares
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(8)
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Shared
Voting Power
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Beneficially
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Owned
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By
Each
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(9)
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Sole
Dispositive Power
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Reporting
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Person
With
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39,220,381
(See Note 1 and 2 below)
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(10)
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Shared
Dispositive Power
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11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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39,220,381
(See Note 1 and 2 below)
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12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13)
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Percent
of Class Represented by Amount in Row (11)
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56.24%
(based upon 59,615,662 shares of Common Stock outstanding on February 1,
2010 plus 375,000 shares to be issued to Mr. Veera and 8,000,000 shares to
be issued to Iris Energy Holdings Limited and 1,750,000 shares underlying
the options issued to Mr. Veera. See Notes 1, 2 and
3 below.)
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14)
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Type
of Reporting Person
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IN
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(1)
Shares
beneficially owned directly by Mr. Veera consist of 2,431,500 shares of the
Company's $0.001 par value common stock, a two year option to acquire 1,250,000
shares of the Company’s Common Stock at a price of $0.20 per share granted to
Mr. Veera on August 17, 2009 that expires on August 17, 2011 and options to
acquire 500,000 of common stock at a price of $0.30 per share granted to Mr.
Veera on January 12, 2010 that expire on January 11, 2015. Mr. Veera's
beneficial ownership includes the shares owned by Iris Energy Holdings
Ltd.
(2)
On
January 12, 2010, the Company’s Board of Directors approved the issuance to Mr.
Veera of 750,000 shares of the Company’s common stock as compensation for Mr.
Veera’s services for the period from December 1, 2009 to December 1, 2010. The
shares are to be issued in two tranches, with 375,000 in shares of the Company’s
common stock to be issued on or about January 12, 2010 (which have been included
in the number of common stock beneficially owned above) and 375,000 in shares of
the Company’s common stock to be issued on or about June 1, 2010 (which have not
been included in the number of common stock beneficially owned above). The
shares to be issued to Mr. Veera have been valued at a price of $0.20 per
share. As of the date of this report, the 375,000 shares to be issued
on or about January 12, 2010 have not been issued.
(3)
On
February 16, 2010, Iris Energy Holdings Ltd. purchased 8,000,000 shares of the
Issuer’s Common Stock at a price of $0.10 per share. As of the date of this
report, the 8,000,000 shares have not been issued.
CUSIP No.
64439S204
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1)
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Name
of Reporting Persons:
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Iris
Energy Holdings Ltd
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2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3)
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SEC
Use Only
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4)
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Source
of Funds (See Instructions)
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WC
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5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or
2(e)
o
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6)
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Citizenship
Or Place Of Organization
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Samoa
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(7)
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Sole
Voting Power
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Number
of
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35,038,881
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Shares
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(8)
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Shared
Voting Power
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Beneficially
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Owned
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By
Each
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(9)
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Sole
Dispositive Power
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Reporting
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Person
With
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(10)
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Shared
Dispositive Power
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11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13)
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Percent
of Class Represented by Amount in Row (11)
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50.2%
(based upon 59,615,662 shares of Common Stock outstanding on February 1,
2010 plus 375,000 shares to be issued to Mr. Veera and 8,000,000 shares to
be issued to Iris Energy Holdings Limited and 1,750,000 shares underlying
the options issued to Mr. Veera. See Notes 1, 2 and
3.)
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14)
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Type
of Reporting Person
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CP
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Item
1. Security and Issuer.
This statement on Schedule 13D
(“Statement”) relates to the shares of Common Stock, $.001 par value per share
(the “Common Stock”), of New Frontier Energy, Inc., a Colorado corporation (the
“Issuer”), having its principal executive offices at 1801 Broadway, Suite 920,
Denver, Colorado and is being filed by the Reporting Persons identified in Item
2 below.
On January 12, 2010, the Company's
Board of Directors approved the issuance to Mr. Veera of 750,000 shares of the
Company's common stock as compensation for Mr. Veera's services for the period
from December 1, 2009 to December 1, 2010. The shares are to be issued in two
tranches, with 375,000 in shares of the Company’s common stock to be issued on
or about January 12, 2010 and 375,000 in shares of the Company’s common stock to
be issued on or about June 1, 2010. The shares to be issued to Mr. Veera have
been valued at a price of $0.20 per share. As of the date of this report, the
375,000 shares to be issued on or about January 12, 2010 have not been
issued.
On February 16, 2010, Iris Energy
Holdings Ltd. purchased 8,000,000 shares of the Issuer’s Common Stock at a price
of $0.10 per share. As of the date of this report, the 8,000,000
shares have not been issued.
Item
2. Identity and Background.
(a) This
statement on Schedule 13d is being filed by and on behalf of the following
persons: (i) Samyak Veera and (ii) Iris Energy Holdings Limited (“Iris
Energy”).
(b) The
address of the principal business office of each of the Reporting Persons is as
follows:
(i) Mr.
Veera’s business address is 07-95A Ubi Techpark, 10 Ubi Crescent,
Singapore.
(ii)
Iris Energy’s business
address is c/o Altius Business Services Pte. Ltd., 07-95A Ubi TechPark, 10 Ubi
Crescent, Singapore 408564.
(c)
The principal occupation and principal business of each of the Reporting Persons
is as follows:
(i) Mr.
Veera is employed as a Managing Director at Altius Business Services Private
Limited, located at 07-95A Ubi Techpark, 10 Ubi Crescent, Singapore. Altius
Business Services Private Limited provides business consulting services to a
high net worth individuals and family offices. Mr. Veera is a member of the
Board of Directors of the Issuer, whose address is set forth above under Item 1.
Mr. Veera is also the sole director of Iris Energy and exercises dispositive and
voting power with respect to the securities owned by Iris Energy and is deemed
to be the beneficial owner of the Issuers securities owned by Iris
Energy.
(ii) Iris
Energy’s principal business is an investment holding company.
(d) During
the last five years, none of the Reporting Persons filing this statement have
been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During
the last five years, none of the Reporting Persons filing this statement has
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr.
Veera is a citizen of St. Kitts and Nevis. Iris Energy is a Samoa
corporation.
Item
3. Source and Amount of Funds or Other
Consideration.
On January 12, 2010, the Company's
Board of Directors approved the issuance to Mr. Veera of 750,000 shares of the
Company's common stock as compensation for Mr. Veera's services for the period
from December 1, 2009 to December 1, 2010. The shares are to be issued in two
tranches, with 375,000 in shares of the Company's common stock to be issued on
or about January 12, 2010 and 375,000 in shares of the Company's common stock to
be issued on or about June 1, 2010. The shares to be issued to Mr. Veera have
been valued at a price of $0.20 per share.
Iris Energy used its working capital to
purchase 8,000,000 shares of the Issuer’s common stock for
$800,000.
Item
4. Purpose of Transaction.
The
Reporting Persons acquired the shares from the Issuer for investment purposes
only. The Reporting Persons continue to review their investment in the
Issuer.
The Board
of Directors may in the future consider one or more plans, proposals or
transactions, including but not limited to:
(1)
various extraordinary transactions, such as a merger, reorganization, including
but not limited to a going private transaction, or liquidation;
(2) the
purchase, sale or transfer of a material amount of assets of the
Company;
(3) a
material change in the present dividend rate or policy, or indebtedness or
capitalization of the Company;
(4) a
change in the present board of directors or management of the Company,
including, but not limited to, plans or proposals to change the number or the
term of directors or to fill any existing vacancies on the board or to change
any material term of the employment contract of any executive
officer;
(5) any
other material change in the Company's corporate structure or
business;
(6) the
continued failure of the Company’s Common Stock to be quoted on the over the
counter bulletin board;
(7) the
termination from registration of the Company’s Common Stock;
(8) the
suspension of the Company's obligation to file reports under Section 15(d) of
the Securities Act of 1933, as amended;
(9) the
offer and sale of additional securities of the Company; and
(10)
changes in the Company's articles of incorporation and/or bylaws or other
actions that could impede the acquisition of control of the
Company.
Except as
discussed below, as of the date of this report, the Board of Directors has not
made any plans or considered any proposals or transactions relating to the
foregoing but may do so in the future. The Board of Directors has no
specific time table for consideration of any plans or considered any proposals
or transactions relating to the foregoing.
In a
press
release dated February 1, 2010, the Company
disclosed its intention to explore various strategic alternatives. A
copy of the press release was attached as Exhibit 99.2 to a Current Report on
Form 8-K filed with the Commission on February 7, 2010 and is incorporated
herein by this reference.
The Board
of Directors has had informal discussions regarding a “going private” type of
transaction to reduce the number of registered shareholders below 300 so that
the Company may deregister under the Securities Exchange Act of 1934, as amended
and quit reporting. The Board of Directors have discussed the potential cost
savings associated with no longer being a public company and believes it would
realize significant annual cost savings that it has historically incurred and
additional expenses we expect to incur, including fees and expenses for
compliance with the Sarbanes-Oxley Act and members of the Board have discussed
this potential transaction with certain of its shareholders.
However,
while the Board of Directors has no current plans for the Company to conduct a
going private type of transaction and reduce the number of registered
shareholders below 300, such a transaction is one alternative the Board of
Directors may consider at some time in the future.
Pursuant
to the Investor Rights Agreement (as defined below), Iris Energy has
conditionally agreed it will not vote in favor of any reverse stock split that
would result in certain investors being “cashed out” such that they no longer
own any common stock in the Company and receive only cash in lieu of any
fractional shares in NFEI. See the Investor Rights Agreement dated
November 11, 2009, attached as Exhibit 10.1 to the Schedule 13D/A filed on
November 30, 2009 by the Reporting Persons.
Mr. Veera is a member of the board of
directors of the Company and as such, may have involvement in any plans or
proposals relating to future financings of the Company, which may include
issuances of additional securities by the Company, exchange offers for the
Company’s existing outstanding securities or sales or transfer of the Company’s
assets as well as candidates that may be appointed as members of the Company’s
board of directors or in any of the potential transactions or strategic
alternatives discussed in this Item 4. Any issuance of securities by
the Company or an exchange offer of the Company’s existing securities may have a
material change on the capitalization of the Company.
As permitted by law, the Reporting
Persons may purchase shares of Common Stock or other securities convertible,
exchangeable or exercisable into Common Stock or dispose of any or all of such
securities from time to time in the open market, in privately negotiated
transactions, or otherwise, depending upon future evaluation of the Company and
upon other developments, including but not limited to general economic, stock
market conditions and the price of the Company's common stock.
Item
5. Interest in Securities of the Issuer.
(a) The
aggregate number and percentage of shares of Common Stock beneficially owned by
each Reporting Person:
See the
disclosure provided in response to Items 11 and 13 on the attached cover pages
above.
(b) Number
of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See the
disclosure provided in response to Item 7 on the attached cover pages
above.
(ii) shared power to vote or to direct the vote:
See the
disclosure provided in response to Item 7 on the attached cover pages
above.
(iii)
sole power to dispose or to direct the disposition of:
See the
disclosure provided in response to Item 7 on the attached cover pages
above.
(iv)
shared power to dispose or to direct the disposition of:
See the
disclosure provided in response to Item 7 on the attached cover pages
above.
(c) For a
description of the transactions in the Issuer's Common Stock were effected
during the 60 days preceding the date hereof by the Reporting Persons filing
this Statement and his affiliated persons, see Item 3 above.
(d) Not
applicable.
(e) Not
Applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Iris Energy has entered into an
Investor Rights Agreement dated November 11, 2009 with certain other
investors in the Issuer (the “Investor Rights Agreement”).
The
Investor Rights Agreement includes, among other things, an agreement on voting
on certain directors. In the event that NFEI holds a meeting of its
common shareholders at which members of the board of directors are elected, Iris
shall vote 100% of its shares of Common Stock then owned in the same proportion
as the vote of all other common shareholders of NFEI with respect to any
Disqualified Nominee (as defined in the Investor Rights Agreement). Iris shall
have no restrictions or limitations whatsoever upon how it shall vote it shares
of Common Stock with respect to any Qualified Nominee (as defined in the
Investor Rights Agreement).
With
respect to the selection of directors for NFEI, Iris intends to (i) support
persons who are knowledgeable about the oil and gas business and/or have other
skills or qualifications that would be of value to NFEI and (ii) not support
persons whose sole qualification is a relationship with either one or more
executives or significant shareholders of NFEI.
The voting agreements set forth in the
Investor Rights Agreement expires three years from the date of the
agreement. The foregoing description of the investor Rights Agreement
is qualified in its entirety by the Investor Rights Agreement, attached as
Exhibit 10.1 to the Schedule 13D/A filed on November 30, 2009 by the Reporting
Persons.
Except for the Investor Rights
Agreement, there are no contracts, arrangements, understandings or relationships
between the Reporting Persons or any other person with respect to the securities
of the Issuer.
Item
7. Material to be Filed as Exhibits.
Stock
Purchase Agreement dated February 16, 2010 between the Company and Iris Energy
Holdings Limited
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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March
19, 2010
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By:
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/s/ Samyak
Veera
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Samyak
Veera
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IRIS ENERGY HOLDINGS
LIMITED
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By:
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/s/ Samyak
Veera
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Samyak
Veera, Director
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New Frontier Energy (CE) (USOTC:NFEI)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
New Frontier Energy (CE) (USOTC:NFEI)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
