SEC Company Response from NEW FRONTIER ENERGY INC (CIK 0001140586) — Mar 10, 2022
NEW FRONTIER ENERGY INC (CIK 0001140586)
Date: March 10, 2022 · CIK: 0001140586 · Accession: 0001683168-22-001586
AI Filing Summary & Sentiment
File numbers found in text: 024-11807
Referenced dates: March 9, 2022
Letter
Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission Re: New Frontier Energy, Inc. Offering Statement on Form 1-A Filed February 14, 2022 Commission File No. 024-11807
Dear Ms. Packebusch:
This is in response to the letter of comment of the Staff dated March 9, 2022, relating to the captioned Offering Statement on Form 1-A of New Frontier Energy, Inc. (the “Company”). The comments of the Staff are addressed below, seriatim:
Offering Statement of Form 1-A filed February 14, 2022
Business, page 20
1. You disclose that after an extended period of dormancy, during which period you were a “shell company,” which included a custodial period that extended from December 30, 2020 to April 26, 2021, your former sole officer and director, Elliott Polatoff, acquired control of your company. You further disclose that following this change in control, your Board of Directors determined to enter the real estate development and management business, and on January 16, 2022, your current sole officer and director, Richard Edelson, acquired control of your company from Mr. Polatoff. Please revise to clarify the time period during which you were a shell company and how you became a shell company. Please also provide more details regarding the January 16, 2022 transaction that resulted in Mr. Edelson acquiring control of your company. Such discussion should address, but not be limited to, the promissory note in the principal amount of $45,000 delivered by Mr. Edelson as consideration for the transaction.
Please be advised that, in response to such comment, the subject disclosure has been revised in the Business section, as well as in the Offering Summary and the Certain Relationships and Related Transactions section, the Management’s Discussion and Analysis section and Related Transactions section.
Please feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding any of the Company’s responses.
We believe the Company’s Offering Statement is now in order for Qualification.
Thank you for your attention in this matter.
Sincerely,
NEWLAN LAW FIRM, PLLC
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CORRESP 1 filename1.htm NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 940-367-6154 March 10, 2022 Liz Packebusch Staff Attorney Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: New Frontier Energy, Inc. Offering Statement on Form 1-A Filed February 14, 2022 Commission File No. 024-11807 Dear Ms. Packebusch: This is in response to the letter of comment of the Staff dated March 9, 2022, relating to the captioned Offering Statement on Form 1-A of New Frontier Energy, Inc. (the “Company”). The comments of the Staff are addressed below, seriatim: Offering Statement of Form 1-A filed February 14, 2022 Business, page 20 1. You disclose that after an extended period of dormancy, during which period you were a “shell company,” which included a custodial period that extended from December 30, 2020 to April 26, 2021, your former sole officer and director, Elliott Polatoff, acquired control of your company. You further disclose that following this change in control, your Board of Directors determined to enter the real estate development and management business, and on January 16, 2022, your current sole officer and director, Richard Edelson, acquired control of your company from Mr. Polatoff. Please revise to clarify the time period during which you were a shell company and how you became a shell company. Please also provide more details regarding the January 16, 2022 transaction that resulted in Mr. Edelson acquiring control of your company. Such discussion should address, but not be limited to, the promissory note in the principal amount of $45,000 delivered by Mr. Edelson as consideration for the transaction. Please be advised that, in response to such comment, the subject disclosure has been revised in the Business section, as well as in the Offering Summary and the Certain Relationships and Related Transactions section, the Management’s Discussion and Analysis section and Related Transactions section. Please feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding any of the Company’s responses. We believe the Company’s Offering Statement is now in order for Qualification. Thank you for your attention in this matter. Sincerely, NEWLAN LAW FIRM, PLLC By: /s/ Eric Newlan Eric Newlan Managing Member cc: New Frontier Energy, Inc.