Filed by Bowne Pure Compliance

0001362310-08-008232.txt : 20081216 0001362310-08-008232.hdr.sgml : 20081216 20081215201958 ACCESSION NUMBER: 0001362310-08-008232 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20081216 DATE AS OF CHANGE: 20081215 GROUP MEMBERS: ANDREW EVANS GROUP MEMBERS: COLLISON LIMITED GROUP MEMBERS: KARINGA LIMITED GROUP MEMBERS: KHALIJ FIDUCIAIRE SA GROUP MEMBERS: VICTORIA LORAINE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNTHESIS ENERGY SYSTEMS INC CENTRAL INDEX KEY: 0001375063 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRODUCTS OF PETROLEUM & COAL [2990] IRS NUMBER: 202110031 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82941 FILM NUMBER: 081251002 BUSINESS ADDRESS: STREET 1: THREE RIVERWAY, SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-579-0600 MAIL ADDRESS: STREET 1: THREE RIVERWAY, SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Khalij Fiduciaire SA CENTRAL INDEX KEY: 0001450695 IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LE FORUM 1ER ETAGE STREET 2: GRAND'RUE 3, CP317, 1820 CITY: MONTREUX 2 STATE: V8 ZIP: 00000 BUSINESS PHONE: 0041(0)219612511 MAIL ADDRESS: STREET 1: LE FORUM 1ER ETAGE STREET 2: GRAND'RUE 3, CP317, 1820 CITY: MONTREUX 2 STATE: V8 ZIP: 00000 SC 13G 1 c78378sc13g.htm SCHEDULE 13G Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

SYNTHESIS ENERGY SYSTEMS INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

871628103

(CUSIP Number)

September 10, 2008

(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)

þ 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.		871628103		Page		2		of		9


1	NAMES OF REPORTING PERSONS Khalij Fiduciaire SA


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Switzerland

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,904,762 (1)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			2,904,762 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,904,762 (1)

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)

	6.1%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

(1) As of December 15, 2008, the reporting person no longer has voting or dispositive power with respect to these shares. See Item 5 of this report.

(2) Based on 48,010,921 shares of Common Stock reported to be outstanding by Synthesis Energy Systems, Inc. at November 5, 2008.


CUSIP No.		871628103		Page		3		of		9


1	NAMES OF REPORTING PERSONS Collison Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			1,904,762

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,904,762

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,904,762

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)

	4.0%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

(1) Based on 48,010,921 shares of Common Stock reported to be outstanding by Synthesis Energy Systems, Inc. at November 5, 2008.


CUSIP No.		871628103		Page		4		of		9


1	NAMES OF REPORTING PERSONS Karinga Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			1,000,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,000,000

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,000,000

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)

	2.1%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

(1) Based on 48,010,921 shares of Common Stock reported to be outstanding by Synthesis Energy Systems, Inc. at November 5, 2008.


CUSIP No.		871628103		Page		5		of		9


1	NAMES OF REPORTING PERSONS Andrew Evans


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United Kingdom

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,904,762 (1)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			2,904,762 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,904,762 (1)

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)

	6.1%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) As of December 15, 2008, the reporting person no longer has voting or dispositive power with respect to these shares. See Item 5 of this report.

(2) Based on 48,010,921 shares of Common Stock reported to be outstanding by Synthesis Energy Systems, Inc. at November 5, 2008.


CUSIP No.		871628103		Page		6		of		9


1	NAMES OF REPORTING PERSONS Victoria Loraine


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United Kingdom

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,904,762 (1)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			2,904,762 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,904,762 (1)

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)

	6.1%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) As of December 15, 2008, the reporting person no longer has voting or dispositive power with respect to these shares. See Item 5 of this report.

(2) Based on 48,010,921 shares of Common Stock reported to be outstanding by Synthesis Energy Systems, Inc. at November 5, 2008.


CUSIP No. 871628103		Page 7 of 9


ITEM 1(a).		Name of Issuer: Synthesis Energy Systems, Inc.


ITEM 1(b).		Address of Issuer’s Principal Executive Offices: 6330 W Loop S Suite 300 Houston, TX 77401


ITEM 2(a).		Name of Person Filing: Khalij Fiduciaire SA Collison Limited Karinga Limited Andrew Evans Victoria Loraine


ITEM 2(b).		Address of Principal Business Office: c/o Khalij Fiduciaire SA Le Forum 1er étage, Grand’Rue 3, CP317, 1820 Montreux 2, Switzerland


ITEM 2(c).		Citizenship: Khalij Fiduciaire SA — Switzerland Collison Limited — Cayman Islands Karinga Limited — British Virgin Islands Andrew Evans — United Kingdom Victoria Loraine — United Kingdom


ITEM 2(d).		Title of Class of Securities Common Stock


ITEM 2(e).		CUSIP Number 871628103


ITEM 3.		Not applicable.


ITEM 4.		Ownership

(a) Amount beneficially owned:
See Item 9 of cover pages.

(b) Percent of class:
See Item 11 of cover pages.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote
See Item 5 of cover pages.

(ii) Shared power to vote or to direct the vote
See Item 6 of cover pages.

(iii) Sole power to dispose or to direct the disposition of
See Item 7 of cover pages.

(iv) Shared power to dispose or to direct the disposition of
See Item 8 of cover pages.


CUSIP No. 871628103		Page 8 of 9


ITEM 5.		Ownership of Five Percent or Less of a Class If this statement has been 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 þ.


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 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 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.


CUSIP No. 871628103		Page 9 of 9

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.

Date: December 15, 2008


KHALIJ FIDUCIAIRE SA
By:	/s/ Andrew Evans
	Name:	Andrew Evans
	Title:	President


COLLISON LIMITED
By:	/s/ Andrew Evans
	Name:	Andrew Evans
	Title:	Attorney-in-fact for Collison Limited


KARINGA LIMITED
By:	/s/ Andrew Evans
	Name:	Andrew Evans
	Title:	Attorney-in-fact for Karinga Limited


ANDREW EVANS
By:	/s/ Andrew Evans
	Name:	Andrew Evans
	Title:	Individual


VICTORIA LORAINE
By:	/s/ Victoria Loraine
	Name:	Victoria Loraine
	Title:	Individual

List of Exhibits


Exhibit No.		Description
99.1		Joint Filing Agreement
99.2		Power of Attorney of Collison Limited
99.3		Power of Attorney of Karinga Limited

EX-99.1 2 c78378exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Synthesis Energy Systems, Inc., a Delaware company, and that this Agreement may be included as an Exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 15th day of December, 2008.

Date: December 15, 2008


KHALIJ FIDUCIAIRE SA
By:	/s/ Andrew Evans
	Name:	Andrew Evans
	Title:	President


COLLISON LIMITED
By:	/s/ Andrew Evans
	Name:	Andrew Evans
	Title:	Attorney-in-fact for Collison Limited


KARINGA LIMITED
By:	/s/ Andrew Evans
	Name:	Andrew Evans
	Title:	Attorney-in-fact for Karinga Limited


ANDREW EVANS
By:	/s/ Andrew Evans
	Name:	Andrew Evans
	Title:	Individual


VICTORIA LORAINE
By:	/s/ Victoria Loraine
	Name:	Victoria Loraine
	Title:	Individual

EX-99.2 3 c78378exv99w2.htm EXHIBIT 99.2 Filed by Bowne Pure Compliance

Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Andrew Evans signing singly, the true and lawful attorney-in-fact for Collison Limited, a Cayman Islands company (the “Company”) to:

(1) execute Schedules 13D and 13G and Forms 3, 4, and 5 and in accordance with Sections 13 and 16 of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Forms 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such Schedules or Forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacities at the request of the undersigned is not, and nor is the Company, assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G and Forms 3, 4, and 5 with respect to the securities of Synthesis Energy Systems, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of December, 2008.


COLLISON LIMITED

	By: ZOOT FINANCE LIMITED
	Sole director, Collison Limited

		By: ANDREW EVANS & VICTORIA LORAINE
		All of the Directors, Zoot Finance Limited



	/s/ Andrew Evans
	Andrew Evans,
	Director, Zoot Finance Limited



	/s/ Victoria Loraine
	Victoria Loraine,
	Director, Zoot Finance Limited

EX-99.3 4 c78378exv99w3.htm EXHIBIT 99.3 Filed by Bowne Pure Compliance

Exhibit 99.3

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Andrew Evans signing singly, the true and lawful attorney-in-fact for Karinga Limited, a British Virgin Islands company (the “Company”) to:

(1) execute Schedules 13D and 13G and Forms 3, 4, and 5 and in accordance with Sections 13 and 16 of the Securities Exchange Act of 1934 and the rules thereunder;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of December, 2008.


KARINGA LIMITED

	By: XYLO FINANCE LIMITED
	Sole director, Karinga Limited

		By: ANDREW EVANS & VICTORIA LORAINE
		All of the Directors, Xylo Finance Limited



	/s/ Andrew Evans
	Andrew Evans,
	Director, Xylo Finance Limited



	/s/ Victoria Loraine
	Victoria Loraine,
	Director, Xylo Finance Limited