-----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, LfCt7EdaW+lj+Db3ImMg1nXV0UZ227UyCUFRdzNwx6ucxoVeL4lhEiumFd+mibpF aV8UcejTyFYxRN41JiaZaQ== 0001144204-10-007811.txt : 20100216 0001144204-10-007811.hdr.sgml : 20100215 20100216102149 ACCESSION NUMBER: 0001144204-10-007811 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: CHRIS JOHNSON GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: LMF SELECT ASSETS, LTD. GROUP MEMBERS: RUSSELL SMITH 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: 10603053 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 v173835_sc13ga.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* 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, 2009 - -------------------------------------------------------------------------------- (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 5,808,607 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,808,607 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,808,607 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") issued and outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of March 15, 2009, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "10-K"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-K. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of December 31, 2009, 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, and (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. The Warrants 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). LMF Select Assets, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Select reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs 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; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Valens U.S. SPV I, LLC, a Delaware limited liability company ("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 Select (subject to the oversight and preapproval rights of the JOLs) and Valens U.S. reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by Select. 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 5,808,607 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,808,607 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,808,607 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") issued and outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of March 15, 2009, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "10-K"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-K. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of December 31, 2009, 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, and (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. The Warrants 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). LMF Select Assets, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Select reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs 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; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Valens U.S. SPV I, LLC, a Delaware limited liability company ("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 Select (subject to the oversight and preapproval rights of the JOLs) and Valens U.S. reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by Select. 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 5,808,607 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,808,607 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,808,607 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") issued and outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of March 15, 2009, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "10-K"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-K. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of December 31, 2009, 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, and (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. The Warrants 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). LMF Select Assets, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Select reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs 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; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Valens U.S. SPV I, LLC, a Delaware limited liability company ("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 Select (subject to the oversight and preapproval rights of the JOLs) and Valens U.S. reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by Select. 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 5,808,607 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,808,607 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,808,607 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") issued and outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of March 15, 2009, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "10-K"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-K. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of December 31, 2009, 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, and (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. The Warrants 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). LMF Select Assets, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Select reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs 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; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Valens U.S. SPV I, LLC, a Delaware limited liability company ("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 Select (subject to the oversight and preapproval rights of the JOLs) and Valens U.S. reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by Select. 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 5,808,607 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,808,607 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,808,607 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") issued and outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of March 15, 2009, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "10-K"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-K. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of December 31, 2009, 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, and (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. The Warrants 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). LMF Select Assets, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Select reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs 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; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Valens U.S. SPV I, LLC, a Delaware limited liability company ("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 Select (subject to the oversight and preapproval rights of the JOLs) and Valens U.S. reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by Select. CUSIP No. 64360E109 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Chris Johnson - -------------------------------------------------------------------------------- 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 5,808,607 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,808,607 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,808,607 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") issued and outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of March 15, 2009, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "10-K"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-K. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of December 31, 2009, 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, and (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. The Warrants 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). LMF Select Assets, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Select reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs 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; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Valens U.S. SPV I, LLC, a Delaware limited liability company ("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 Select (subject to the oversight and preapproval rights of the JOLs) and Valens U.S. reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by Select. CUSIP No. 64360E109 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Russell Smith - -------------------------------------------------------------------------------- 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 5,808,607 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,808,607 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,808,607 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") issued and outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of March 15, 2009, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "10-K"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-K. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of December 31, 2009, 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, and (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. The Warrants 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). LMF Select Assets, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Select reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs 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; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Valens U.S. SPV I, LLC, a Delaware limited liability company ("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 Select (subject to the oversight and preapproval rights of the JOLs) and Valens U.S. reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by Select. 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 United States and Israel - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 5,808,607 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,808,607 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,808,607 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") issued and outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of March 15, 2009, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "10-K"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-K. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of December 31, 2009, 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, and (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. The Warrants 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). LMF Select Assets, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Select reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs 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; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Valens U.S. SPV I, LLC, a Delaware limited liability company ("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 Select (subject to the oversight and preapproval rights of the JOLs) and Valens U.S. reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by Select. 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 5,808,607 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,808,607 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,808,607 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") issued and outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of March 15, 2009, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "10-K"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-K. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of December 31, 2009, 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, and (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. The Warrants 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). LMF Select Assets, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Select reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs 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; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Valens U.S. SPV I, LLC, a Delaware limited liability company ("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 Select (subject to the oversight and preapproval rights of the JOLs) and Valens U.S. reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by Select. 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 LMF Select Assets, Ltd., a Cayman Islands limited company, Laurus Capital Management, LLC, a Delaware limited liability company, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Capital Management, LLC, a Delaware limited liability company, Chris Johnson, Russell Smith, Eugene Grin and David Grin. Laurus Master Fund, Ltd. (In Liquidation) is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The Joint Official Liquidators have discretion over the management of Laurus Master Fund, Ltd. (In Liquidation) and the disposition of its assets, including the securities owned by Laurus Master Fund, Ltd. (In Liquidation) reported in this Schedule 13G, as amended. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin, provides day to day 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 and preapproval rights of the Joint Official Liquidators 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 from time to time; all of the foregoing subject to specific directions otherwise given by the Joint Official Liquidators at their discretion. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by LMF Select Assets, Ltd. (subject to the oversight and preapproval rights of the Joint Official Liquidators), and Valens U.S. SPV I, LLC reported in this Schedule 13G, as amended. The Joint Official Liquidators share voting and investment power over the securities owned by LMF Select Assets, Ltd. Information related to each of LMF Select Assets, Ltd., Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Capital Management, LLC, Chris Johnson, Russell Smith, 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: 5,808,607 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: 5,808,607 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: 5,808,607 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") issued and outstanding of New Century Energy Corp., a Colorado corporation (the "Company") as of March 15, 2009, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "10-K"), which was the last report filed by the Company reporting the number of issued and outstanding Shares of the Company. The Company has not filed any public filing describing its outstanding Shares or the number of issued and outstanding Shares of the Company since the 10-K. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of December 31, 2009, 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, and (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. The Warrants 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). LMF Select Assets, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Select") is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Select reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs 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; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. Valens U.S. SPV I, LLC, a Delaware limited liability company ("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 Select (subject to the oversight and preapproval rights of the JOLs) and Valens U.S. reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by Select. 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 12, 2010 -------------------------- Date LAURUS MASTER FUND, LTD. (In LIQUIDATION) /s/ Russell Smith -------------------------- Russell Smith Joint Official Liquidator (for the account of Laurus Master Fund, Ltd. and with no personal liability) February 12, 2010 APPENDIX A A. Name: LMF Select Assets, Ltd., a Cayman Islands limited company Business c/o Laurus Capital Management, LLC 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: Chris Johnson Business Address: Elizabethan Square, 80 Shedden Road, George Town, Grand Cayman, Cayman Islands KY1-1104 Principal Occupation: Managing Director, Johnson Smith Associates Ltd. Citizenship: Cayman Islands F. Name: Russell Smith Business Address: Elizabethan Square, 80 Shedden Road, George Town, Grand Cayman, Cayman Islands KY1-1104 Principal Occupation: Director, Johnson Smith Associates Ltd. Citizenship: Cayman Islands G. 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 H. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States and Israel Each of Laurus Master Fund, Ltd. (in Liquidation), LMF Select Assets, Ltd., Laurus Capital Management, LLC, Chris Johnson, Russell Smith, 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 12, 2010 Valens U.S. SPV I, LLC By: Valens Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ---------------------------------- Eugene Grin Principal February 12, 2010 /s/ Chris Johnson - ---------------------------------- Chris Johnson, on his individual behalf February 12, 2009 /s/ Russell Smith - ---------------------------------- Russell Smith, on his individual behalf February 12, 2010 /s/ Eugene Grin - ---------------------------------- Eugene Grin, on his individual behalf February 12, 2009 /s/ David Grin - ---------------------------------- David Grin, on his individual behalf February 12, 2010 -----END PRIVACY-ENHANCED MESSAGE-----