NEW FRONTIER ENERGY INC (NFEI) company history: the story so far

History

New Frontier Energy built a Colorado and Wyoming gas business funded by preferred stock and debt, sold it in 2011, went private, and in 2023 bought a debt-relief firm.

2004-2005: Raising money for Slater Dome

The record opens in 2004 with a company short of cash. In August 2004 it borrowed $250,000 from Candace McKey at 18% interest, secured on its subsidiary Skyline Resources' interest in the Robidoux oil and gas lease in Moffat County, Colorado. In November it cut the conversion price of its Series A Preferred from $2.68 to $0.65 and created a new Series B preferred, which meant more potential dilution for common holders.

The Series B placement ran from December 2004 to February 2005 and, in total, raised $3,217,500 gross through Westminster Securities. The money was meant for oil and gas development, working capital and possible acquisitions. The company named the Slater Dome coalbed methane project (gas trapped in coal seams) as its primary focus. In May 2005 it converted a $1,000,000 loan into interests in Slater Dome Gathering, LLLP, owner of an 18-mile gas pipeline, and held a 30% working interest in the field. In July 2005 it raised a further $2,760,000 from 2.5% convertible debentures. It began producing gas from six coalbed methane wells and one conventional well in June 2005, and agreed to put another $600,000 into the pipeline partnership.

2006-2007: The big Slater Dome purchase

In May 2006 the company bought more pipeline interests from Natural Resource Group Gathering, paying with a $608,194 convertible debenture. CEO Laird was connected to the seller, so this was a related-party deal. In July it licensed 2D seismic data covering over 150 drill sites in the Denver Julesburg Basin, for $650,000, with drilling commitments attached.

The largest step came in late 2006. In October the company issued a $600,000 note to Aviel Faliks at 12.5%. In November it agreed to pay $8,000,000 for Cedar Ridge's 36.66667% working interest in the Slater Dome Field. It funded this with a $10,000,000 sale of Series C convertible preferred units to Iris Energy Holding Corp., and closed the purchase on December 14, 2006. That lifted its working interest to 66.66667%, with estimated proved reserves of 8,214,000 MCF (thousand cubic feet of gas) acquired. A second Series C sale of 43.3 units closed on December 29, 2006. In December 2007 the company bought the pipeline's general partner interest for $1,075,000, again from a related seller, and owned 100% of the general partner interests.

2009-2011: Stretched finances and the exit

The record is quiet in 2008. In November 2009 the company sold shares at $0.10 each, far below the $1.05 Series C conversion price, to raise about $1,000,000. Iris Energy Holdings, whose sole director was company director Samyak Veera, took 6,500,000 of them. Two wells drilled at Slater Dome in late 2009 were its first since 2007, and both were shut in awaiting completion work. In December 2010 the company said earlier quarterly reports for 2009 could not be relied on, because the conversion features of its Series B and C preferred stock should have been booked as a derivative liability. The change was non-cash.

On June 4, 2010 it sold Flattop Prospect leases in the Denver Julesburg Basin to Carrizo Oil & Gas for an initial advance of $5,519,989. Carrizo had to drill at least three carry wells (wells where Carrizo paid the company's share of costs), with the company keeping a 33 1/3% working interest in each. The first came on in July 2011, peaking at 650 barrels of oil a day gross.

In May 2011 the company sold all its Green River Basin assets to Emerald GRB, LLC for 125 million Emerald shares plus $9,565,000 in cash. It then went private: a 1-for-500 reverse split followed by a forward split, effective October 5, 2011, cashed out holders of fewer than 500 shares at $0.22. About 248,917 shares were paid out, roughly $54,762. It deregistered from SEC reporting on October 11, 2011, and Iris still held about 55.1%.

2012-2023: A long silence and a new business

The record has nothing between late 2011 and March 2023, and the filings do not say what happened to the Emerald shares, the Carrizo carry wells or the old debt. In a voluntary filing, the company, now based in Orlando, Florida, said it left shell status (a company with no real operations) in September 2022 by sublicensing R.A.M.S., a shale-oil extraction technology, from United Energy Corp. It said it lacked the capital to use it. It also said OTC Markets had denied a change-of-control application and locked it out of its filing portal, which the company disputed.

On March 23, 2023 it bought CareOne, LLC, a Utah debt-relief business, for 200,000,000 new shares, closing on March 24. CareOne reported unaudited 2022 revenue of $600,000 and $12,000 in cash. The CareOne owners may rescind if OTC Markets does not lift the shell label, if the stock is moved to the Expert Market within twelve months, or if no Form 10 registration is filed with the SEC by July 31, 2023. As of March 24, 2023, those conditions were unresolved, and the company's pre-deal share count was not stated.

Written from the 25 story beats below (2004 to 24 Mar 2023), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2023

24 Mar
Voluntarily filed after the 2011 deregistration, the company says it bought CareOne, LLC, a Utah debt-relief business, on March 23, 2023 for 200,000,000 new common shares (closing March 24). The CareOne owners can rescind if OTC Markets does not move the company off "Shell" status, if the stock is downgraded to the "Expert Market" within twelve months of closing, or if no Form 10 is filed with the SEC by July 31, 2023. The company also says it left shell status in September 2022 by sublicensing a shale-oil extraction technology (R.A.M.S.) from United Energy Corp., but says it has struggled to raise the capital to use it and that OTC Markets denied a change-of-control application and locked it out of its filing portal. CareOne reported unaudited 2022 revenue of $600,000 and $12,000 cash at December 31, 2022. This is a move away from the oil and gas business described in earlier filings; the text shown does not say what happened to the Emerald shares, Carrizo carry wells or old debt. Issuing 200 million shares is likely a large dilution for existing holders (inference; the pre-deal share count is not shown).
asset acquisition disposition

2011

8 Nov
A final amendment reports the reverse/forward split took effect on October 5, 2011, after the definitive information statement was filed on September 13, 2011. The estimated cash-out grew to about $54,761.74, paid at $0.22 per pre-split share on about 248,917 shares held by holders of fewer than 500 shares, versus the roughly $6,000 first estimated. Those small holders are paid cash and no longer hold shares; the excerpt does not show whether registration was terminated, and Iris still owns about 55.1%.
business combination
11 Oct
NEW FRONTIER ENERGY INC deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
12 Aug
The company reported the first of three carry wells on the Flattop DJ Basin leases sold to Carrizo in June 2010: the Orlando Hill 26-44-8-61 well in Weld County began production in mid-July, peaking at 650 barrels of oil a day (gross) on July 17 and averaging 457 a day through July. The second carry well (Wickstrom 7-11-5-60) is drilled and due for completion in late August, and the third is due to start drilling in August. The company says it owns a 33.3% working interest in these wells, which continues the Carrizo carry arrangement.
drilling progress report
20 July
The company and director Michel Escher filed a preliminary going-private statement for a 1-for-500 reverse stock split followed by a forward split. Holders of fewer than 500 pre-split shares would be cashed out at $0.22 per share; the filing estimates about 26,000 such shares, roughly $6,000 in total. Most terms are incorporated by reference to an information statement not included in the excerpt, so other details are not shown here.
business combination
2 May
On May 2, 2011 the company closed the sale of all its Green River Basin assets to Emerald GRB, LLC, a subsidiary of Australian-listed Emerald Oil and Gas NL, for 125 million Emerald shares (valued at AUD 6.5 million at closing) plus $9,565,000 in cash, with the buyer assuming substantially all related liabilities. The filing says this disposes of all its Green River Basin interests; the Slater Dome and Flattops assets in that basin and the related gathering interests are likely included, though the filing does not itemise them (inference). The company now holds shares in a foreign-listed company as part of the proceeds.
material agreement

2010

7 Dec
Management concluded that quarterly reports for the periods ended May 31, August 31 and November 30, 2009 should not be relied on, because the conversion features in the Series B and Series C preferred stock should have been recorded as a derivative liability rather than equity. The restatement is non-cash; for example, a $4,570,000 derivative liability at May 31, 2009 and a $25,000,000 reduction in paid-in capital. The Series C preferred converted automatically to common stock effective December 1, 2009, and the restated figures are in the 10-K filed December 7, 2010.
financial restatement
8 June
On June 4, 2010 the company sold its interest in certain Flattop Prospect leases in the Denver Julesburg Basin (Weld and Morgan Counties, Colorado) to Carrizo Oil & Gas, receiving an initial advance of $5,519,989. Carrizo must drill at least three carry wells within 18 months, carrying the company for a 33 1/3% working interest in each, or the leases (except 640-acre tracts) revert to the company. The company has an option to buy back a 1/3 working interest, and the two sides set up an area of mutual interest split 33 1/3 and 66 2/3.
asset acquisition disposition
9 Feb
The company reported two wells drilled at Slater Dome in late 2009, the Robidoux 13-15 Twin and Battle Mountain Federal 14-15, its first drilled since 2007. Both are shut in awaiting completion work planned for the second quarter of 2010, and parts of each could not be logged or tested. Flow tests on the Robidoux showed about 3.4 MMCFPD, which the company says is not indicative of actual production. It also plans a pipeline application to connect the Focus Ranch wells, with construction scheduled for July 2010.
production update

2009

18 Nov
The company closed a sale of 3,500,000 common shares at $0.10 to accredited investors (effective November 9, 2009) and had a subscription for 6,500,000 more at $0.10 from Iris Energy Holdings, an affiliate whose sole director is company director Samyak Veera. Once accepted, total gross proceeds would be $1,000,000, and the company agreed to register the shares for resale. The $0.10 price is far below the $1.05 Series C conversion price and the $0.75 to $1.21 prices of 2007 insider purchases.
capital raising announcement

2007

31 Dec
On December 26, 2007 the company bought the general partner interest in Slater Dome Gathering (the 18-mile pipeline from the Slater Dome Field to the Questar line at Baggs, Wyoming) from Natural Resource Group Gathering for $1,075,000: $268,750 in cash plus a $806,250 note at 2.5% due December 31, 2008. The company now owns 100% of the general partner interests and 82.76% of the Class A limited partner interests, and is entitled to 84.487% of cash distributions until the limited partners recover their capital and 87.07% after (the earlier figures of 74.487% and 62.07% are superseded). The seller is half-owned and managed by CEO Paul Laird, so this is a related-party deal; the price was based on a valuation by Vanderpool Pipeline Engineers.
asset acquisition disposition
4 Jan
On December 29, 2006 the company closed a second sale of 43.3 Series C units at $50,000 each, on the same terms as the earlier one (convertible at $1.05, with $1.50 and $2.00 warrants). The filing states gross proceeds of $10,000,000, which does not match 43.3 units (the next amendment corrects this). It also lists placement agent warrants of over 2 million shares at each of $1.05 and $1.50, and about 1 million at $2.00 (also later corrected). This adds further dilution.
capital raising announcement

2006

15 Dec
The company closed the $8,000,000 purchase from Cedar Ridge on December 14, 2006, so it now owns a 66.66667% working interest in the Slater Dome Field, with estimated proved reserves of 8,214,000 MCF acquired. The filing says it was funded by the $10,000,000 unit sale to Iris Energy Holding Corp. on December 1, 2006. Audited financial statements and pro forma information for the acquisition are still to come, within 75 days of December 14. This resolves the pending deal announced in November.
asset acquisition disposition
7 Dec
On November 10, 2006 the company granted 1,100,000 options at $1.25 to employees and others, vesting 137,500 per quarter and expiring November 30, 2014. It also reported a closing of 200 units at $50,000 each ($10,000,000 gross) of 2.5% Series C convertible preferred (convertible at $1.05 per share, 47,619 common shares per unit) with $1.50 and $2.00 three-year warrants. This is the Series C offering flagged in the earlier Faliks note, and it is dilutive. The filing also says the investor can appoint as many directors as are not its appointees, and says the closing date was November 30 (corrected by a later amendment).
capital raising announcement
8 Nov
On November 3, 2006 the company agreed to buy Cedar Ridge, LLC's 36.66667% working interest (29.33336% net revenue interest) in eleven gas wells and 2 water disposal wells, with 33,949 net acres in the Slater Dome Field, for $8,000,000. That would take it to a 66.66667% working interest in the field, with estimated proved reserves of 8,214,000 MCF acquired. Closing was expected around November 30, 2006 but is subject to conditions the company says it cannot be sure will be met. The deal increases the company's stake in the Slater Dome field in which it already held 30% (per earlier filings) and builds on the Faliks note and planned Series C financing (inference: those may be the funding source; the filing does not state how it will pay).
material agreement
3 Nov
On October 30, 2006 the company issued a $600,000 convertible promissory note to Aviel Faliks at 12.5% interest, payable in cash or stock at the holder's choice. It is due on the earlier of closing a private financing of at least $10 million or December 31, 2007, and ranks behind the company's 2.5% convertible debentures. The holder can convert into a Series C preferred stock the company intends to offer, whose terms are not yet set. This is much more expensive debt than the earlier 2.5% debentures and adds possible future dilution.
material agreement
11 July
On July 7, 2006 the company bought a license to 2D seismic data from LRS Group and R & R Exploration Fund covering over 150 drill site locations in the Denver Julesberg Basin, Colorado, for $650,000 ($325,000 at signing, $162,500 due Jan 7, 2007 and $162,000 due July 7, 2007). LRS also gets overriding royalty interests, and the company must drill one test well in year one and two more within three years to keep the agreement. This is a new area beyond Slater Dome and Nucla, and it brings drilling commitments.
material agreement
17 May
Effective May 10, 2006 the company bought 12.16 more Class A interests in Slater Dome Gathering, LLLP from Natural Resource Group Gathering, LLC, paying with a $608,194 subordinated convertible debenture (2.5%, due January 1, 2008, convertible at $2.00). It now owns 82.76% of the Class A interests and gets 74.487% of distributions before limited partners recover their capital and 62.07% after. The filing notes CEO Laird is a manager of the general partner's entity, so this is a related-party deal. It adds debt and potential dilution.
capital raising announcement

2005

1 Sept
On July 26, 2005 the company agreed to buy another $600,000 of Class A interests in Slater Dome Gathering, LLLP, bringing its total investment to $1,600,000 (after the earlier $1,000,000). It would own 82% of the Class A interests sold, or 53% if all 60 available interests are sold. The filing notes the company's President is an affiliate of the partnership. It also reports a 75,000-share option at $1.50 to a consultant and 3,750 shares at $1.20 to a company controlled by director Grant Gaeth for geologic consulting. It confirms the pipeline began carrying the company's gas in June 2005.
capital raising announcement
26 July
On July 22, 2005 the company raised $2,760,000 (gross and net) selling 92 units of 2.5% two-year convertible debentures, each convertible at $1.20 per share, with a three-year $2.00 warrant on 12,500 shares per unit. Placement agent Westminster received 184,000 shares and warrants; the company must register resale of the underlying shares. The press release says it began producing gas from six coalbed methane wells and one conventional well in early June 2005, which updates the earlier 'not producing' statement. This adds debt and potential dilution.
capital raising announcement
20 May
The company converted a $1,000,000 loan it had made into Class A limited partnership interests in Slater Dome Gathering, LLLP, the owner of an 18-mile gas pipeline, giving it at least a 30% partnership interest before payout and 25% after. It holds a 30% working interest in the Slater Dome/Coal Bank Draw Prospect (about 31,631 gross acres, third-party operated) with nine wells and one water disposal well, which are not yet producing; it expects to sell gas in the second calendar quarter of 2005.
material agreement
3 Mar
The final closing of the Series B offering on February 28, 2005 sold 164 units for $2,132,000 gross ($1,891,361 net). The attached press release says the full private placement totalled 247.5 units and $3,217,500 gross, placed by Westminster Securities, with proceeds for oil and gas development, working capital and possible acquisitions. The release names the Slater Dome coalbed methane project as the company's primary focus, alongside Nucla Prospect leases.
capital raising announcement

2004

29 Dec
The company closed the first sale of Series B Preferred units to accredited investors on December 23, 2004: 60 units at $13,000 for $780,000 gross ($683,070 net of placement agent costs). Each unit carries 12% preferred stock convertible at $0.65 per share and a three-year $1.50 warrant, so it adds cash but also a preferred dividend claim and potential dilution for common holders.
capital raising announcement
17 Nov
This finalises the terms left open in the McKey loan: her warrants (both the older Series A set and the new 75,000-share set) are now priced at $1.50 for three years, and the Series A Preferred conversion price drops from $2.68 to $0.65 per share. The company also created a new Series B 12% Cumulative Convertible Preferred (up to 36,036 shares, convertible at $0.65), ranked equally with Series A, and issued 60,000 common shares to two directors to cancel $45,000 of compensation accrued in the year ended February 28, 2003. Lower conversion and exercise prices mean more potential dilution for common holders.
capital raising announcement
5 Oct
The company borrowed $250,000 from Candace McKey (a 10%+ owner it disclosed in July) on August 30, 2004, at 18% interest, due on the earlier of receiving $2,000,000 in equity financing or August 31, 2005. The loan is secured by its subsidiary Skyline Resources' interest in the Robidoux oil and gas lease in Moffat County, Colorado, and McKey's warrants rise from 6,250 to 75,000 shares with terms still to be set; this is more dilution for shareholders.
debt financing