UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. 4)*
New Frontier Energy,
Inc.
(Name of
Issuer)
Common Stock, par value
$0.001
(Title of
Class of Securities)
64439S204
(CUSIP
Number)
June 3,
2010
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
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.
64439S204
1. Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
Adam
Benowitz
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
3. SEC
Use Only
4. Citizenship
or Place of Organization
United
States
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
6. SHARED
VOTING POWER
|
8,275,158
|
7. SOLE
DISPOSITIVE POWER
|
0
|
8. SHARED
DISPOSITIVE POWER
|
8,275,158
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
8,275,158
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
11. Percent
of Class Represented by Amount in Row (9)
12.3%
12. Type
of Reporting Person (See Instructions)
IN
CUSIP No.
64439S204
1. Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
Vision
Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management,
LLC)
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
3. SEC
Use Only
4. Citizenship
or Place of Organization
Delaware
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
6. SHARED
VOTING POWER
|
8,275,158
|
7. SOLE
DISPOSITIVE POWER
|
0
|
8. SHARED
DISPOSITIVE POWER
|
8,275,158
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
8,275,158
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
11. Percent
of Class Represented by Amount in Row (9)
12.3%
12. Type
of Reporting Person (See Instructions)
IA
CUSIP No.
64439S204
1. Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
Vision Opportunity Master Fund,
Ltd.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
3. SEC
Use Only
4. Citizenship
or Place of Organization
Cayman
Islands
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
6. SHARED
VOTING POWER
|
6,387,267
|
7. SOLE
DISPOSITIVE POWER
|
0
|
8. SHARED
DISPOSITIVE POWER
|
6,387,267
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
6,387,267
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
11. Percent
of Class Represented by Amount in Row (9)
9.5%
12. Type
of Reporting Person (See Instructions)
CO
CUSIP No.
64439S204
1. Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
Vision
Capital Advantage Fund, L.P.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
3. SEC
Use Only
4. Citizenship
or Place of Organization
Delaware
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
6. SHARED
VOTING POWER
|
1,887,891
|
7. SOLE
DISPOSITIVE POWER
|
0
|
8. SHARED
DISPOSITIVE POWER
|
1,887,891
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,887,891
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
11. Percent
of Class Represented by Amount in Row (9)
2.8%
12. Type
of Reporting Person (See Instructions)
PN
CUSIP No.
64439S204
1. Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
VCAF GP,
LLC
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
3. SEC
Use Only
4. Citizenship
or Place of Organization
Delaware
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
6. SHARED
VOTING POWER
|
1,887,891
|
7. SOLE
DISPOSITIVE POWER
|
0
|
8. SHARED
DISPOSITIVE POWER
|
1,887,891
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person
1,887,891
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
11. Percent
of Class Represented by Amount in Row (9)
2.8%
12. Type
of Reporting Person (See Instructions)
OO
Item
1.
(a) The
name of the issuer is New Frontier Energy, Inc. (the “
Issuer
”).
(b)
|
The
principal executive offices of the Issuer are located at 1789 W. Littleton
Blvd., Littleton, CO 80120.
|
Item
2.
(a)
|
This
Statement is being filed by (i) Vision Opportunity Master Fund, Ltd., a
Cayman Islands company (the “
Master Fund
”), (ii)
Vision Capital Advisors, LLC, a Delaware limited liability company (the
“
Investment
Manager
”), (iii) Vision Capital Advantage Fund, L.P., a Delaware
limited partnership (“
VCAF
”; and together
with the Master Fund, the “
Funds
”), (iv) VCAF GP,
LLC, a Delaware limited liability company (“
VCAF GP
”), which serves
as the general partner of VCAF, and (v) Adam Benowitz, the Managing Member
of the Investment Manager (all of the foregoing, collectively, the “
Filers
”). Each
of the Funds is a private investment vehicle engaged in investing and
trading in a wide variety of securities and financial instruments for its
own account. The Funds directly beneficially own all of the
shares reported in this Statement. Mr. Benowitz and the
Investment Manager (and VCAF GP, with respect to the shares owned by VCAF)
may be deemed to share with the Master Fund and VCAF voting and
dispositive power with respect to such shares. Each Filer disclaims
beneficial ownership with respect to any shares other than those
beneficially owned directly by such
Filer.
|
(b)
|
The
principal business office of the Master Fund
is:
|
c/o Ogier
Fiduciary Services (Cayman) Limited
P.O. Box
1234
113 South
Church Street
Queensgate
House
Grand
Cayman KY1-1108
Cayman
Islands
The
principal business office of each of VCAF, VCAF GP, the Investment Manager and
Mr. Benowitz is:
20 West
55th Street, 5th Floor
New York,
New York 10019
USA
(c)
|
For
citizenship information see Item 4 of the cover page of each
Filer.
|
(d)
|
This
Statement relates to the Common Stock, par value $0.001 per share, of the
Issuer (the “
Common
Stock
”).
|
(e)
|
The
CUSIP Number of the Common Stock is listed on the cover pages
hereto.
|
Item
3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
(b)
|
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
(c)
|
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
(d)
|
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
|
(e)
|
|
An
investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
|
An
employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
|
A
parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
|
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
|
(j)
|
|
Group,
in accordance with
240.13d-1(b)(1)(ii)(J).
|
Not
applicable.
Item
4. Ownership.
See Items
5-9 and 11 on the cover page for each Filer, and Item 2, which information is
given as of June 3, 2010 and is based on 67,526,419 shares of Common Stock
outstanding as of June 3, 2010, as reported by the Issuer to the Reporting
Persons.
Item
5. Ownership of Five Percent or Less of a Class.
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the
following: [ ]
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
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.
(a) Not
applicable.
(b)
|
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.
|
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.
Dated: June
23, 2010
|
|
|
ADAM
BENOWITZ
|
|
VISION
CAPITAL ADVISORS, LLC
|
|
VISION
OPPORTUNITY MASTER FUND, LTD.
|
|
VCAF
GP, LLC
|
|
VISION
CAPITAL ADVANTAGE FUND, L.P.
|
|
|
|
|
|
By:
/s/ Adam
Benowitz
|
|
Adam
Benowitz, for himself, as Managing Member of the Investment Manager, as
Managing Member of VCAF GP (for itself and on behalf of VCAF), and as a
Director of the Master
Fund
|
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