-----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, Ic6wUgiPhaFgjQDNCHqGtP76H6VOvvYNzqgpWCq3eqTzsYjDHCoY2Ox4lLLkpKyA Wc6SnmjuQdgXLBpUFLP7Hg== 0001144204-09-007082.txt : 20090212 0001144204-09-007082.hdr.sgml : 20090212 20090211201927 ACCESSION NUMBER: 0001144204-09-007082 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090211 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: LMF SELECT ASSETS, LTD. GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VALENS U.S. SPV I, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS MASTER FUND LTD CENTRAL INDEX KEY: 0001189294 IRS NUMBER: 980337673 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: New Century Energy Corp. CENTRAL INDEX KEY: 0001079797 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 931192725 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80203 FILM NUMBER: 09591369 BUSINESS ADDRESS: STREET 1: 1770 ST. JAMES PLACE STREET 2: SUITE 380 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7132664344 MAIL ADDRESS: STREET 1: 1770 ST. JAMES PLACE STREET 2: SUITE 380 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: VERTICA SOFTWARE INC/CA DATE OF NAME CHANGE: 20000107 SC 13G/A 1 v139715_sc13ga4.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* NEW CENTURY ENERGY CORP. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 64360E109 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * 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 in 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. 64360E109 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Laurus Master Fund, Ltd. (In Liquidation)* 98-0337673 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 5,595,460 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,595,460 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,595,460 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- * Based on 56,010,612 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of November 7, 2008, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. As of December 31, 2008, LMF Select Assets, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") and Valens U.S. SPV I, LLC, a Delaware corporation ("Valens U.S." together with Select, collectively, the "Investors"), held (i) 3,675,000 Shares, (ii) a warrant (the "A Warrant") to acquire 5,061,392 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a warrant (the "B Warrant") to acquire 6,547,784 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a warrant (the "C Warrant" together with the A Warrant and B Warrant, collectively, the "Warrants") to acquire 7,258,065 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, and (v) a Secured Convertible Term Note, as amended and restated, in the initial aggregate principal amount of $15,000,000, which is convertible into Shares, at a conversion rate of $0.62 per Share, subject to certain adjustments (the "Restated Note"). The Warrants and the Restated Note contain an issuance limitation prohibiting Investors from converting or exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Investors upon at least 75 days prior notice to the Company and following notice to the Company shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Select is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Select reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens U.S. is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM and share voting and investment power over the securities owned by Valens U.S. reported in this Schedule 13G, as amended. CUSIP No. 64360E109 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). LMF Select Assets, Ltd. 98-0594648 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 5,595,460 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,595,460 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,595,460 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * Based on 56,010,612 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of November 7, 2008, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. As of December 31, 2008, LMF Select Assets, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") and Valens U.S. SPV I, LLC, a Delaware corporation ("Valens U.S." together with Select, collectively, the "Investors"), held (i) 3,675,000 Shares, (ii) a warrant (the "A Warrant") to acquire 5,061,392 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a warrant (the "B Warrant") to acquire 6,547,784 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a warrant (the "C Warrant" together with the A Warrant and B Warrant, collectively, the "Warrants") to acquire 7,258,065 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, and (v) a Secured Convertible Term Note, as amended and restated, in the initial aggregate principal amount of $15,000,000, which is convertible into Shares, at a conversion rate of $0.62 per Share, subject to certain adjustments (the "Restated Note"). The Warrants and the Restated Note contain an issuance limitation prohibiting Investors from converting or exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Investors upon at least 75 days prior notice to the Company and following notice to the Company shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Select is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Select reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens U.S. is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM and share voting and investment power over the securities owned by Valens U.S. reported in this Schedule 13G, as amended. CUSIP No. 64360E109 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Laurus Capital Management, LLC 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 5,595,460 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,595,460 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,595,460 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * Based on 56,010,612 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of November 7, 2008, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. As of December 31, 2008, LMF Select Assets, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") and Valens U.S. SPV I, LLC, a Delaware corporation ("Valens U.S." together with Select, collectively, the "Investors"), held (i) 3,675,000 Shares, (ii) a warrant (the "A Warrant") to acquire 5,061,392 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a warrant (the "B Warrant") to acquire 6,547,784 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a warrant (the "C Warrant" together with the A Warrant and B Warrant, collectively, the "Warrants") to acquire 7,258,065 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, and (v) a Secured Convertible Term Note, as amended and restated, in the initial aggregate principal amount of $15,000,000, which is convertible into Shares, at a conversion rate of $0.62 per Share, subject to certain adjustments (the "Restated Note"). The Warrants and the Restated Note contain an issuance limitation prohibiting Investors from converting or exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Investors upon at least 75 days prior notice to the Company and following notice to the Company shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Select is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Select reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens U.S. is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM and share voting and investment power over the securities owned by Valens U.S. reported in this Schedule 13G, as amended. CUSIP No. 64360E109 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Valens U.S. SPV I, LLC 20-8903266 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 5,595,460 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,595,460 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,595,460 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * Based on 56,010,612 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of November 7, 2008, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. As of December 31, 2008, LMF Select Assets, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") and Valens U.S. SPV I, LLC, a Delaware corporation ("Valens U.S." together with Select, collectively, the "Investors"), held (i) 3,675,000 Shares, (ii) a warrant (the "A Warrant") to acquire 5,061,392 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a warrant (the "B Warrant") to acquire 6,547,784 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a warrant (the "C Warrant" together with the A Warrant and B Warrant, collectively, the "Warrants") to acquire 7,258,065 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, and (v) a Secured Convertible Term Note, as amended and restated, in the initial aggregate principal amount of $15,000,000, which is convertible into Shares, at a conversion rate of $0.62 per Share, subject to certain adjustments (the "Restated Note"). The Warrants and the Restated Note contain an issuance limitation prohibiting Investors from converting or exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Investors upon at least 75 days prior notice to the Company and following notice to the Company shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Select is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Select reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens U.S. is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM and share voting and investment power over the securities owned by Valens U.S. reported in this Schedule 13G, as amended. CUSIP No. 64360E109 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Valens Capital Management, LLC 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 5,595,460 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,595,460 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,595,460 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * Based on 56,010,612 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of November 7, 2008, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. As of December 31, 2008, LMF Select Assets, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") and Valens U.S. SPV I, LLC, a Delaware corporation ("Valens U.S." together with Select, collectively, the "Investors"), held (i) 3,675,000 Shares, (ii) a warrant (the "A Warrant") to acquire 5,061,392 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a warrant (the "B Warrant") to acquire 6,547,784 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a warrant (the "C Warrant" together with the A Warrant and B Warrant, collectively, the "Warrants") to acquire 7,258,065 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, and (v) a Secured Convertible Term Note, as amended and restated, in the initial aggregate principal amount of $15,000,000, which is convertible into Shares, at a conversion rate of $0.62 per Share, subject to certain adjustments (the "Restated Note"). The Warrants and the Restated Note contain an issuance limitation prohibiting Investors from converting or exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Investors upon at least 75 days prior notice to the Company and following notice to the Company shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Select is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Select reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens U.S. is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM and share voting and investment power over the securities owned by Valens U.S. reported in this Schedule 13G, as amended. CUSIP No. 64360E109 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 5,595,460 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,595,460 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,595,460 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- * Based on 56,010,612 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of November 7, 2008, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. As of December 31, 2008, LMF Select Assets, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") and Valens U.S. SPV I, LLC, a Delaware corporation ("Valens U.S." together with Select, collectively, the "Investors"), held (i) 3,675,000 Shares, (ii) a warrant (the "A Warrant") to acquire 5,061,392 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a warrant (the "B Warrant") to acquire 6,547,784 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a warrant (the "C Warrant" together with the A Warrant and B Warrant, collectively, the "Warrants") to acquire 7,258,065 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, and (v) a Secured Convertible Term Note, as amended and restated, in the initial aggregate principal amount of $15,000,000, which is convertible into Shares, at a conversion rate of $0.62 per Share, subject to certain adjustments (the "Restated Note"). The Warrants and the Restated Note contain an issuance limitation prohibiting Investors from converting or exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Investors upon at least 75 days prior notice to the Company and following notice to the Company shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Select is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Select reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens U.S. is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM and share voting and investment power over the securities owned by Valens U.S. reported in this Schedule 13G, as amended. CUSIP No. 64360E109 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 5,595,460 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,595,460 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,595,460 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- * Based on 56,010,612 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of November 7, 2008, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. As of December 31, 2008, LMF Select Assets, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") and Valens U.S. SPV I, LLC, a Delaware corporation ("Valens U.S." together with Select, collectively, the "Investors"), held (i) 3,675,000 Shares, (ii) a warrant (the "A Warrant") to acquire 5,061,392 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a warrant (the "B Warrant") to acquire 6,547,784 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a warrant (the "C Warrant" together with the A Warrant and B Warrant, collectively, the "Warrants") to acquire 7,258,065 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, and (v) a Secured Convertible Term Note, as amended and restated, in the initial aggregate principal amount of $15,000,000, which is convertible into Shares, at a conversion rate of $0.62 per Share, subject to certain adjustments (the "Restated Note"). The Warrants and the Restated Note contain an issuance limitation prohibiting Investors from converting or exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Investors upon at least 75 days prior notice to the Company and following notice to the Company shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Select is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Select reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens U.S. is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM and share voting and investment power over the securities owned by Valens U.S. reported in this Schedule 13G, as amended. Item 1(a). Name of Issuer: NEW CENTURY ENERGY CORP. Item 1(b). Address of Issuer's Principal Executive Offices: 5851 San Felipe, Suite 775, Houston, Texas 77057 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (in Liquidation) This Schedule 13G, as amended, is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, LMF Select Assets, Ltd., a Cayman Islands limited company, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Capital Management, LLC a Delaware limited liability company, David Grin and Eugene Grin. LMF Select Assets, Ltd. is a wholly-owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation). Laurus Master Fund, Ltd. (in Liquidation) is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to Laurus Master Fund, Ltd.(In Liquidation) and its two feeder funds concerning their respective assets, including the securities owned by LMF Select Assets, Ltd., reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and Laurus Capital Management, LLC's obligations to Laurus Master Fund, Ltd. (In Liquidation) under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented. Valens U.S. SPV I, LLC is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and share voting and investment power over the shares owned by Valens U.S. SPV I, LLC reported in this Schedule 13G, as amended. Information related to each of LMF Select Assets, Ltd., Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Capital Management, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Laurus Capital Management, LLC 335 Madison Avenue, 10th Floor New York, NY 10017 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 64360E109 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 5,595,460 shares of Common Stock* (b) Percent of Class: 9.99%* (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock* (ii) shared power to vote or to direct the vote: 5,595,460 shares of Common Stock* (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock* (iv) shared power to dispose or to direct the disposition of: 5,595,460 shares of Common Stock* Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ------------ * Based on 56,010,612 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of November 7, 2008, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. As of December 31, 2008, LMF Select Assets, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") and Valens U.S. SPV I, LLC, a Delaware corporation ("Valens U.S. together with Select, collectively, the "Investors"), held (i) 3,675,000 Shares, (ii) a warrant (the "A Warrant") to acquire 5,061,392 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a warrant (the "B Warrant") to acquire 6,547,784 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a warrant (the "C Warrant" together with the A Warrant and B Warrant, collectively, the "Warrants") to acquire 7,258,065 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, and (v) a Secured Convertible Term Note, as amended and restated, in the initial aggregate principal amount of $15,000,000, which is convertible into Shares, at a conversion rate of $0.62 per Share, subject to certain adjustments (the "Restated Note"). The Warrants and the Restated Note contain an issuance limitation prohibiting Investors from converting or exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by Investors upon at least 75 days prior notice to the Company and following notice to the Company shall automatically become null and void upon the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Select is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin, provides investment management services to the Fund and its two feeder funds concerning their respective assets, including securities owned by Select reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens U.S. is managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM and share voting and investment power over the securities owned by Valens U.S. reported in this Schedule 13G, as amended. 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. February 11, 2009 -------------------------- Date LAURUS MASTER FUND, LTD. (In LIQUIDATION) BY: Laurus Capital Management, LLC, its investment manager /s/ Eugene Grin -------------------------- Eugene Grin Principal APPENDIX A A. Name: LMF Select Assets, Ltd., a Cayman Islands limited company Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Place of Organization: Cayman Islands B. Name: Valens U.S. SPV I, LLC, a Delaware corporation Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Place of Organization: Delaware C. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Place of Organization: Delaware D. Name: Valens Capital Management, LLC, a Delaware corporation Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Place of Organization: Delaware E. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor Address New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States F. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: Israel Each of LMF Select Assets, Ltd., Valens U.S. SPV I, LLC, Valens Capital Management, LLC, Laurus Capital Management, LLC, Eugene Grin and David Grin hereby agrees, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. LMF Select Assets, Ltd. By: Laurus Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ---------------------------------------- Eugene Grin Principal February 11, 2009 Valens U.S. SPV I, LLC By: Valens Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ---------------------------------------- Eugene Grin Principal February 11, 2009 /s/ Eugene Grin - ---------------------------------------- Eugene Grin, on his individual behalf February 11, 2009 /s/ David Grin - ---------------------------------------- David Grin, on his individual behalf February 11, 2009 -----END PRIVACY-ENHANCED MESSAGE-----