SC 13D: General Statement of Acquisition of Beneficial Ownership
Published on June 30, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. ___)
NOVASTAR
RESOURCES LTD.
(Name
of
Issuer)
COMMON
STOCK, PAR VALUE $0.001
(Title
of
Class of Securities)
669
886 10 3
(CUSIP
Number)
Seth
Grae
8300
Greensboro Drive, Suite 800
McLean,
VA 22102
(703)
918-4918
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
14, 2006
(Date
of
Event which Requires Filing Statement on Schedule 13D)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
[ ].
|
1.
|
NAMES
OF REPORTING PERSONS
IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Seth
Grae
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||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
OO
|
||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM 2(e) or 2(f)
|
o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
||
| NUMBER OF |
7.
|
SOLE VOTING POWER | 13,200,000 |
| SHARES | |||
| BENEFICIALLY |
8.
|
SHARED
VOTING POWER
|
0 |
| OWNED BY |
|
||
| EACH |
9.
|
SOLE
DISPOSITIVE POWER
|
13,200,000 |
| REPORTING | |||
|
PERSON
WITH
|
10.
|
SHARED DISPOSITIVE POWER | 0 |
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,200,000
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
o
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%2
|
||
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
||
1
This number includes options to purchase 7,200,000 shares of Novastar
common stock.
2
Based on
154,508,776 shares of Novastar common stock issued and outstanding.
2
Item
1. Security and Issuer.
The
name
of the issuer is Novastar Resources, Inc., a Nevada corporation (“Novastar”),
which has its principal executive offices at 8300 Greensboro Drive, Suite 800,
McLean, Virginia 22102. This statement relates to Novastar’s common stock,
$0.001 par value per share.
Item
2. Identity and Background.
(a)-(f).
This Schedule 13D is being filed by Seth Grae, a citizen of the United States
of
America (the “Reporting Person”). The Reporting Person is the President and
Chief Executive Officer of Novastar.
During
the last five years, the Reporting Person has not been (A) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or
(B) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
The
Reporting Person received the securities covered by this statement on February
14, 2006, pursuant to an Employment Agreement and Stock Option Agreement, dated
February 14, 2006, between the Reporting Person and Novastar (the “Grae
Agreements”). Pursuant to the Grae Agreements, Novastar agreed to issue to the
Reporting Person, as consideration for his services as President and Chief
Executive Officer, an additional 5,000,000 shares of restricted stock and to
grant him a ten-year non-qualified option to purchase 7,200,000 shares (the
“Shares”). The Grae Agreements were filed as Exhibits 10.2 and 10.3 to the
current report on Form 8-K filed by Novastar on February 21, 2006.
Item
4. Purpose of Transaction.
Except
as
set forth in this Schedule 13D and in the current report on Form 8-K filed
by
Novastar on February 21, 2006, the Reporting Person has made no proposals,
and
has entered into no agreements, which would be related to or would result in
any
of the events or matters described in part (a) through (j) of Item 4 of Schedule
13D.
Item
5. Interest in Securities of the Issuer.
The
Reporting Person is the beneficial owner of 13,200,000 shares of the Novastar
Common Stock, representing 8.5% of the outstanding shares of ’s Common Stock.
The Reporting Person does not own any other securities of Novastar.
| (a) | The Reporting Person has acquired the Shares pursuant to the Grae Agreements as described in Item 3 above. |
| (b) | The Reporting Person has the sole power to vote and dispose of the 13,200,000 shares. |
|
(c)
|
The
Reporting Person did not effect any transactions in the issuer’s
securities within the past 60 days.
|
|
(d)
|
No
other person is known to have the right to receive or the power to
direct
the receipt of dividends from, or the proceeds from the sale of,
the
Reporting Person’s securities.
|
| (e) | Not applicable. |
3
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except
as
disclosed herein and in the current report on Form 8-K filed by Novastar on
February 21, 2006, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Person and any other
person with respect to any securities of the issuer, including, but not limited
to transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of
profits or loss, or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibits.
None.
4
SIGNATURES
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.
| Date: June 30, 2006 | ||
| /s/Seth Grae | ||
| Seth Grae |
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