-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MnlQghEO4s+ptw2yb2gz78OqBY+SKVWJuVen3fKphUGjjRfA97Un+mL4fptUK6TG kJps467+4Ear6u/1Svx7Vg== 0001104659-08-037809.txt : 20080604 0001104659-08-037809.hdr.sgml : 20080604 20080604170300 ACCESSION NUMBER: 0001104659-08-037809 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080604 DATE AS OF CHANGE: 20080604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVA BIOSOURCE FUELS, INC. CENTRAL INDEX KEY: 0001137469 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 912028450 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81706 FILM NUMBER: 08881198 BUSINESS ADDRESS: STREET 1: 363 NORTH SAM HOUSTON PARKWAY EAST STREET 2: SUITE 630 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 7138696682 MAIL ADDRESS: STREET 1: 363 NORTH SAM HOUSTON PARKWAY EAST STREET 2: SUITE 630 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: NOVA OIL INC DATE OF NAME CHANGE: 20010402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Neil Dallas CENTRAL INDEX KEY: 0001358681 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (713) 869-6682 MAIL ADDRESS: STREET 1: 363 NORTH SAM HOUSTON PARKWAY EAST STREET 2: SUITE 630 CITY: HOUSTON STATE: TX ZIP: 77060 SC 13D/A 1 a08-15970_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

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)

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

NOVA BIOSOURCE FUELS, INC.

(Name of Issuer)

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

65488W 10 3

(CUSIP Number)

 

Dallas Neil

2004 Silver Tips Cluster

Missoula, Montana 59808

(406) 728-1707

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 3, 2008

(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 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 the 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).

 

(Continued on following pages)

 



 

CUSIP No.   65488W 10 3

 

 

1.

Names of Reporting Persons

IRS Identification No. of above person (entities only)
Dallas Neil

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
5,236,152

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
5,236,152

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,236,152

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.8%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned and amends and restates the Schedule 13D in its entirety.

 

 

Item 1.

Security and Issuer

 

The title and class of equity securities to which this Schedule 13D relates is common stock, par value $.001 per share (the “Common Stock”), of Nova Biosource Fuels, Inc., a Nevada corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 363 N. Sam Houston Parkway East, Suite 630, Houston, Texas, 77060.

 

 

Item 2.

Identity and Background

 

(a)     Dallas Neil (referred to herein as the “Reporting Person”)

 

(b)     2004 Silver Tips Cluster

Missoula, MT 59808

 

(c)     The principal occupation of the Reporting Person is self-employed.  The Issuer’s address is provided in Item 1 above.

 

(d)     During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)     During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where 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)      The Reporting Person is a citizen of the United States.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

As described in Item 4 below, the Reporting Person acquired his shares of common stock of the Issuer by way of a share exchange transaction, with the consideration for the Reporting Person’s acquisition of shares of Issuer common stock being the Reporting Person’s shares of common stock of Biosource America, Inc., a Texas corporation (“Biosource”). The disclosures set forth in Item 4 are incorporated herein by reference.

 

 

Item 4.

Purpose of Transaction

 

On March 30, 2006, the Issuer entered into a share exchange agreement (the “Share Exchange Agreement”) with Biosource and holders of shares of capital stock of Biosource (collectively the “Biosource Stockholders”).  Pursuant to the Share Exchange Agreement, each Biosource Stockholder exchanged three shares of common stock of Biosource America for two

 

 

3



 

 

shares of common stock of the Issuer (the “Share Exchange”).  The Share Exchange closed on March 31, 2006 and, as a result, the Issuer issued 40,000,000 shares of its common stock for the surrender of certificates in exchange therefor and Biosource became a subsidiary of the Issuer.  Under the terms of the Share Exchange Agreement, the Issuer declared a three-for-two forward stock split in the form of a stock dividend payable on April 24, 2006 to holders of record on April 10, 2006.  After the Share Exchange and three-for-two forward stock split, the Reporting Person beneficially owned 10,387,500 shares of the Issuer.

 

Beginning on February 12, 2008 and through June 3, 2008, the Reporting Person sold an aggregate of 5,151,348 shares for aggregate gross proceeds of $5,831,664.84.  The information set forth in Item 5(c) below is herein incorporated by reference.

 

Except as described in Item 4, the Reporting Person does not have any plans or proposals that relate to or would result in: (i) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) any extraordinary corporate transaction; (iii) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) any changes in the Issuer’s charter, bylaws or instruments corresponding thereto, or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to any of those enumerated above.

 

 

Item 5.

Interest in Securities of the Issuer

 

(a)      The Reporting Person beneficially owns 5,236,152 shares of common stock of the Issuer, which equals approximately 4.8% of the 110,047,966 outstanding shares of common stock of the Issuer as of June 3, 2008.

 

(b)     The Reporting Person has sole voting and dispositive power as to 5,236,152 shares.

 

 

4



 

 

(c)      Information with respect to all transactions in the shares beneficially owned by the Reporting Person which were effected in open market transactions on the American Stock Exchange since the most recent filing on Schedule 13D:

 

 

Date

 

Number of Shares
Purchased (Sold)

 

Price per Share ($)

 

 

5/8/08

 

(18,021)

 

1.2014

 

 

5/9/08

 

(31,800)

 

1.2171

 

 

5/12/08

 

(5,600)

 

1.2200

 

 

5/20/08

 

(15,000)

 

1.1524

 

 

5/20/08

 

(175,000)

 

1.2119

 

 

5/23/08

 

(4,900)

 

1.2000

 

 

5/29/08

 

(39,500)

 

1.0751

 

 

6/2/08

 

(7,000)

 

1.0873

 

 

6/3/08

 

(1,750,771)

 

1.0020

 

 

 

(d)     Not applicable.

 

(e)      The Reporting Person ceased to be the beneficial owner of more than five percent of the class of securities on June 3, 2008.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The Reporting Person is party to a consulting agreement with the Issuer.

 

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit No.

 

Description

 

 

 

2.1

 

Share Exchange Agreement, dated as of March 30, 2006, entered into between the Issuer, Biosource America, Inc. and the shareholders of Biosource America, Inc., filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2006.

 

5



 

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.

 

Date:  June 3, 2008

 

 

 

 

/s/ Dallas Neil

 

Dallas Neil

 

6


 

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