UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~March 1913, ~~2008~~2009

New Century Energy Corp.

(Exact name of Registrant as specified in its charter)


Colorado	1311	93-1192725
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1770 St. James Place,

Suite 380

Houston, Texas 77056

(Address of principal executive offices)

Registrant’s telephone number, including area code: (713) 266-4344

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

On or around ~~December~~March 1913, ~~2008~~2009, New Century Energy Corp., and its wholly owned subsidiaries, Gulf Coast Oil Corporation and Century Resources, Inc. (collectively the “Company”, “we” and “us”) filed a “~~Motion~~First ~~Pursuant~~Amended toJoint ~~Sections 105,~~Plan ~~363 and 365~~ of ~~the Bankruptcy Code for an Order Authorizing the Sale Free~~ ~~and~~Reorganization ~~Clear~~Under ofChapter ~~All Liens~~11, ~~Claims~~Title ~~and~~11 ~~Encumbrances~~of ~~and for~~ the ~~Assumption~~United ~~and Assignment~~States ~~of Executory Contracts~~Code” (the “~~Motion~~Plan”) with the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”) in connection with the Company’s pending Chapter 11 Bankruptcy proceedings (the “Bankruptcy” and/or the “Bankruptcy Proceeding”).

The Plan ~~Motion~~is ~~followed~~proposed ~~the~~as ~~withdrawal~~a joint plan of reorganization for the Company’s ~~previously~~and ~~filed~~its ~~Joint~~affiliates under ~~Plan~~its pending Bankruptcy Proceeding. The purpose of ~~Reorganization~~ ~~with~~the ~~Laurus~~Plan ~~Master~~is to ~~Fund,~~orderly ~~Ltd.,~~liquidate the Company’s ~~largest creditor (“Laurus”)~~Property. The ~~Motion,~~Plan ~~which~~is ~~was~~subject to the ~~result~~approval of ~~discussions between~~ the ~~Company~~Court and ~~Laurus, sought~~ the ~~Court’s~~ approval, ~~pursuant~~by tothe ~~Sections~~creditors ~~105, 363 and 365~~ of ~~Chapter~~the 11Company ~~United States Code~~ (the “~~Bankruptcy Code~~Creditors”)~~, of:~~ as described in the Plan.

~~(i)~~The following ~~the~~is ~~sale~~a atsummary ~~auction~~ of ~~all~~certain ~~or substantially all~~ of the ~~Company’s~~material ~~assets,~~terms ~~including its cash, oil and gas properties, fixtures, equipment, inventory and office equipment, free and clear~~ of ~~all liens, claims and encumbrances (~~the “Property” and the “Sale”), free and clear of all liens, claims and encumbrances (with all liens, claims and encumbrances to attach to the proceeds in the same priority and validity that existed on the Property); and pursuant to an asset purchase agreement entered between the Company and the purchaser of the Property; Plan.

~~(ii)~~Pursuant to the ~~assumption and assignment of certain executory contracts and unexpired leases;~~Plan:

· each Allowed Administrative Claim (~~iii~~as defined in the Plan) ~~following~~will receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Administrative Claim (a) Cash equal to the ~~auction;~~unpaid ~~approval~~portion of such Allowed Administrative Claim or (b) such other treatment as to which the ~~Sale~~Company and such holder have agreed upon in writing; provided, however, that Allowed Administrative Claims with respect to liabilities incurred by the Company in the ordinary course of business during the Chapter 11 Cases will be paid in the ordinary course of business in accordance with the terms and conditions of any agreements relating thereto;

· Laurus Master Fund, Ltd. and its assigns (iv“Laurus”), ~~other~~the ~~related~~Company’s ~~matters.~~largest creditor will receive in full satisfaction, settlement, release and discharge of and in exchange for all of its claims, substantially all of the proceeds from the sale of substantially all of the Company’s Assets (as described below); and

~~The Company~~· ~~believes~~each ~~that~~holder ~~the Sale is in the best interests~~ of ~~the~~certain ~~Company~~general ~~and~~unsecured ~~will generate the most value for the Property~~claims, as ~~the~~described ~~Company~~in ~~(through~~the aPlan ~~consultant) has~~will ~~previously~~receive ~~undertaken~~cash anequal ~~eight~~to ~~month~~their ~~long~~ratable ~~marketing~~share ~~effort~~of ~~to obtain~~ the ~~value~~ ofUnsecured ~~and~~Creditors toFund ~~create~~(as adefined ~~potential~~in ~~market for~~ the ~~sale of the Property~~Plan).

~~Following~~The Plan ~~the~~constitutes ~~Sale~~a ofmotion ~~the~~under ~~Property,~~section ~~which~~363 ~~will~~of ~~also~~the ~~include~~United ~~rights~~States Bankruptcy Code to sell all ~~agreements~~of the Company’s isassets, ~~party~~personal and real, tangible and intangible, including but not limited to its interests in ~~connection~~realty, ~~with~~minerals, oil and gas leases and properties (collectively the ~~Property,~~“Assets”) pursuant to the ~~funds~~terms ~~raised~~of ~~through~~an Asset Purchase Agreement by and between the ~~Sale~~Company, ~~(less~~NCEY ~~certain~~Holdings ~~administrative~~Corp. (“NCEY”, ~~expenses~~described ~~and~~in ~~professional~~greater ~~fees~~detail below) ~~will~~and ~~be paid~~Brazos toLateral ~~Laurus~~Holdings inCorp. (the ~~full~~“Purchase ~~satisfaction~~Agreement”), ofand the ~~Company’s~~Plan, ~~outstanding~~at ~~secured~~a ~~debt owed~~hearing to ~~Laurus,~~be ~~totaling~~held ~~approximately~~as ~~$66~~described and ~~million~~approved in the Plan.

The ~~Sale~~Plan ofanticipates the ~~Property~~formation ~~will~~of bea ~~undertaken~~new atholding ancompany, ~~auction~~NCEY, which iswill ~~currently anticipated~~be totransferred bethe ~~held~~Assets onfollowing ~~January~~the ~~27,~~approval ~~2009,~~of at the ~~United~~Plan ~~States~~and ~~Courthouse~~sale inof ~~Houston,~~the Assets ~~Texas,~~(assuming asLaurus ~~further~~is ~~described~~the inhigh bidder for such Assets) pursuant to the ~~Motion~~Purchase Agreement. ~~Only~~ It ~~those~~is ~~parties~~currently ~~who~~contemplated that NCEY may employ certain ~~have~~current ~~previously~~members ~~submitted~~of ~~approved~~the ~~qualified~~management ~~Bids~~and intechnical ~~connection~~team ~~with~~of the Company, including ~~purchase~~Edward ofR. DeStefano, the ~~Property~~Company’s ~~(as~~current ~~described~~Chief ~~below)~~Executive Officer and sole Director, the Company’s Chief Financial Officer and the ~~have~~Company’s Controller, ~~otherwise~~among ~~compiled~~other ~~with~~persons. Management and technical employees may be awarded ownership of certain of NCEY’s securities at the ~~requirements~~discretion of the ~~Motion~~CEO and Laurus, ~~will~~which beownership ~~eligible~~and towhich ~~bid~~employment athas ~~the~~not been finalized to ~~auction~~date. ~~The~~ Aside ~~sale~~from Laurus and certain members of the ~~Property~~Company’s ismanagement and ~~anticipated~~technical toteam, ~~take~~it ~~place~~is ~~no later~~not ~~than~~anticipated 11that ~~days~~there ~~after~~will ~~the~~be ~~date~~any ofother ~~the~~initial shareholders ~~auction~~of NCEY.

Following the Sale, Laurus’ allowed claims in the pending Bankruptcy will be deemed paid in full and the winning bidder will receive the Property including the right to certain executory contracts in connection with the Property, free and clear of all liens, claims and encumbrances, including any claims, liens, rights or interests of Laurus.

Pursuant to the Motion (which information is subject to the Motion, and is subject to change, and which information the Company assumes no duty to update in any future filings or disclosures, regardless of whether such information is changed in the Motion, any subsequent Motion, by the Court or otherwise), bidders who which to bid at the auction are required to follow the following procedures:

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·For ~~Any~~the purposes ~~party~~of ~~who~~bidding ~~submits~~at athe ~~Qualified~~sale, ~~Bid~~the ~~(as~~Company ~~defined~~and ~~below)~~Laurus ~~and~~have ~~who~~agreed ~~provides~~that ~~financial~~Laurus may ~~information~~credit tobid for the Company’s Assets, and including any cash on hand, up to $75 million. If Laurus ~~reasonably~~is ~~demonstrating~~the ~~such~~winning bidder at the sale, unless the net sales price is greater than $75 million, then all cash on hand as well as the Company’s ~~ability~~Assets will be distributed to ~~consummate~~Laurus, aNCEY ~~sale~~Holdings onCorp., ~~terms~~and/or Brazos ~~agreeable~~Lateral toHoldings Corp. If the sale of the Company’s ~~and~~Assets results in net proceeds in excess of $75 million, then $75 million will be distributed to Laurus, ~~shall~~and any remaining proceeds will be ~~deemed~~as aprovided ~~“Qualified~~in ~~Bidder~~the Plan.” The Company does not anticipate that the sale of the Assets will exceed $75 million.

·The ~~Laurus~~cash on ishand ~~automatically~~that ~~deemed~~the aCompany ~~Qualified~~has ~~Bidder,~~ and itthe ~~may~~net ~~credit~~proceeds ~~bid~~of atthe sale of the ~~Auction~~Assets, upif any, will result in cash available for distribution to Creditors as provided under the ~~amount~~Plan, ofas ~~$75~~described ~~million~~above, and as described in greater detail in the Plan.

·The ~~Any~~Plan also ~~Qualified~~provides ~~Bidder~~that ~~desiring~~Broadpoint toCapital, ~~submit~~Inc. ~~a bid~~ (a “~~Bid~~Broadpoint”), ~~for~~which ~~the~~was ~~Property at~~ the Company’s ~~auction,~~financial ~~must~~advisor ~~deliver,~~from inthe ~~writing,~~date ~~its~~of ~~Bid to~~ the Company’s ~~through~~entry ~~their~~into Bankruptcy, ~~undersigned~~until ~~counsel~~February ~~and~~10, ~~financial~~2009 ~~advisor~~shall ~~(with~~receive athe ~~copy~~total tosum ~~Laurus’s~~of ~~counsel)~~$326,000, atand shall ~~their~~be ~~respective~~allowed ~~specified~~to ~~addresses~~keep ~~such that~~ the ~~Bid~~moneys isit ~~actually~~has previously received byfrom ~~each of~~ the ~~foregoing~~Company, in ~~persons~~full ~~not~~and ~~later~~final ~~than~~satisfaction ~~12:00~~of ~~p.m.~~its ~~(Eastern~~claims ~~time)~~against ~~on January 23, 2009 (~~the ~~“Bid Deadline”)~~Company.

·Additionally, pursuant Toto bethe ~~considered~~Plan, aeach ~~“Bid”~~equity ~~(other~~owner ~~than~~of aNew ~~credit~~Century ~~Bid~~Energy Corp., Century Resources, Inc. and Gulf Coast Oil Corporation will have any and all rights related to or arising from ~~Laurus)~~such ~~must~~owners’ ~~consist~~common stock or other securities of any of the ~~following:~~above entities cancelled and extinguished on the date the Court approves the Plan, assuming such Plan is approved by the Court (the “Effective Date”) and the Company and its subsidiaries will be dissolved and will cease doing business on the Effective Date.

·This ~~The~~Form 8-K ~~Qualified~~summarizes ~~Bidder~~certain ~~offers~~terms toof ~~purchase~~the Plan and the ~~Company’s~~Purchase ~~rights~~Agreement, but the Plan and ~~interests~~Purchase inAgreement (the ~~Property~~“Documents”) ~~upon~~themselves qualify all summaries. If any inconsistency exists between the summary of the Documents, the terms ~~and~~of ~~conditions~~those ~~set~~Documents ~~forth~~are incontrolling. Summaries ~~the~~of certain ~~form~~provisions of the ~~Purchase~~Documents ~~and~~referred ~~Sale~~to ~~Agreement~~herein ~~approved~~do bynot ~~the~~purport ~~Court~~to ~~(the~~be complete ~~“Agreement”),~~and ~~marked~~are subject to, ~~show~~and ~~changes~~are qualified in their entirety by reference to, the ~~Agreement~~full text of the applicable Documents, including ~~price;~~the definitions of terms contained in such Documents.

·Item ~~The~~9.01 ~~Qualified~~Financial ~~Bidder’s~~Statements ~~offer~~and ~~is irrevocable until the earlier of the closing of the sale of the Property or 30 days after the entry of the order approving the proposed Sale of the Property ;~~Exhibits.

· The bid letter shall be accompanied by:

Exhibit Number	Description

10.1*	Draft of Asset Purchase Agreement

99.1*	First Amended Joint Plan Of Reorganization Under Chapter 11, Title 11 of The United States Code

§* a deposit in a form acceptable to the Company in the amount of 3% of the Purchase Price payable to the order of Andrews Kurth LLP, as agent for the Company (the “Earnest Money Deposit”) and such deposit shall be deposited into Andrews Kurth LLP’s IOLTA trust account (as provided in the Motion); andFiled herewith.

§ written evidence of a commitment for financing or other evidence of ability to consummate the proposed Sale; and

· Unless waived by the Company and Laurus, the Company will consider a bid from a Qualified Bidder only if the bid:

§ is on terms that in the Company’ reasonable business judgment, are not materially more burdensome or conditional than the terms of the Agreement;

§ is not conditioned on obtaining financing or on the outcome of unperformed due diligence by the Qualified Bidder;

§ does not request or entitle the bidder to any break-up fee, termination fee, expense reimbursement or similar type of payment;

§ provides for the purchase of all of the Company’ rights and interests in the Property and only the Property to be purchased under the Agreement;

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§ in the Company’ good faith opinion, is likely to receive all necessary federal and state regulatory approvals;

§ Provides for a closing of the sale of the Property no later than eleven (11) days after the close of the Auction; and

§ is received by the Bid Deadline.

· A bid received from a Qualified Bidder that meets the above requirements is a “Qualified Bid.” A Qualified Bid will be valued based upon factors such as net value provided by such bid and the likelihood and timing of consummation.

· Bidders and all other entities shall keep Bids confidential, with access restricted to the Company and Laurus, and any of their respective professionals. The Company and Laurus may request additional information from a bidder (whether previously qualified or not) in order to evaluate the bidder’s ability to consummate a transaction and to fulfill its obligations in connection therewith, and such bidder shall be obligated to provide such information as a precondition to participating further in the auction.

· Only Qualified Bids shall be considered at the auction. The auction shall be conducted by the Company or their representatives and shall commence on January 27, 2009, at 9:30 a.m. at United States Courthouse, Courtroom 400, 515 Rusk Ave, Houston, Texas 77002.

· If at least one Qualified Bid has been received, the Company may conduct an auction in accordance with the terms below. Only Qualified Bidders will be eligible to participate at the auction. At least two (2) business days prior to the auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Company whether it intends to participate.

· At the auction, only the Qualified Bidders who have submitted Qualified Bids in attendance at the start of the auction shall be entitled to make any additional bids. The additional bids will be made and received in one room, on an open basis, and all other bidders shall be entitled to be present for all bidding with the understanding that the true identity of each bidder (including such bidder’s ultimate parent) shall be fully disclosed to all other bidders and that all material terms of each bid will be fully disclosed to all other bidders throughout the entire auction.

· At the auction, the first increase in bids following receipt of a Qualified Bid shall be no less than $250,000. Subsequent bids shall be increased by no less than $100,000. Bidding at the auction shall continue until such time as the highest and best offer is determined.

· At the conclusion of the auction, Company, upon Laurus’s consent or approval, will select the bid that they determine to be the highest and best offer for the Property (the “Winning Bid”). Company shall file a notice with the Court of such election and present the Winning Bid to the Court for approval. The party that submits the Winning Bid shall be referred to as the “Winning Bidder.” Unless and to the extent otherwise agreed by the Company, the Winning Bidder will execute binding definitive agreements for the entire transaction before the auction is adjourned.

· Within 30 business days after a Winning Bid has been selected and the Proposed Sale of the Property has been approved by the Court, the Earnest Money Deposits of the Qualified Bidders who are not the Winning Bidder shall be returned, provided such Qualified Bidder has not appealed from the order approving the proposed Sale of the Property. However, nothing in these bidding procedures is intended to confer standing for any bidder to appeal where no such standing exists.

· The Company shall apply the deposit of the Winning Bidder to the purchase price of the Property at the Closing.

· In the event a bidder submitting a Qualified Bid or competing proposal is accepted following the conclusion of the auction (as determined by the Company and approved by the Court), and such high bidder fails to consummate the proposed transaction by the required closing date due to a breach by such high bidder, the deposit shall be forfeited to the Company (but not as liquidated damages, the Company herein reserving the right to pursue all remedies that may be available to them), and the Company may, subject to Laurus’s written consent, consummate the proposed transaction with the next highest bidder at the final price bid by such bidder at the auction (or, if such bidder is unable to consummate the transaction at such price, the Company may, subject to Laurus’s written consent, consummate the transaction with the next highest bidder, and so forth), all at the Company’ option (i.e., the Company are not obligated to take the next highest bid). The agreement with the highest bidder shall be deemed in full force and effect through the date of the closing of the Sale.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW CENTURY ENERGY CORP.
Date: January 12, 2009	By:	/s/ Edward DeStefano
Date: March 20, 2009	By:	/s/ Edward DeStefano
		Edward DeStefano
		Chief Executive Officer

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Filing Compare · New Century Energy Corp.