UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 26, 2010
 
NEW GENERATION BIOFUELS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
 

Florida
1-34022
26-0067474
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 
5850 Waterloo Road, Suite 140
Columbia, Maryland 21045
(Address of principal executive offices)(Zip Code)

(410) 480-8084
 (Registrant’s telephone number, including area code)

N/A
(Former Name or former address, if changed since last report.)
 
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 (see General Instruction A.2. below):
 
 
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 240.14-12)
 
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 13-e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
 
 
 
 
 
Item 1.01 Entry Into a Material Definitive Agreement.

On September 26, 2010, New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”) and its creditor Socius CG II, Ltd (“Socius”) entered into a fully executed settlement agreement approved in an order entered by the Superior Court of the State of California for the County of Los Angeles on September 27, 2010, pursuant to which the Company issued 5,950,000 shares of its common stock to Socius in exchange for a bona fide claim of indebtedness of $530,833, resulting in the Company having shareholder’s equity in excess of $2.5 million as of the date hereof.

Item 3.02   Unregistered Sale of Equity Securities.
 
The information set forth in Item 1.01 of this report is incorporated herein by reference.
 
The offer and sale of the securities described in Item 1.01 were effected in reliance on Section 3(a)(10) of the Securities Act of 1933, as amended.
 
 
 
 

SIGNATURES

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 GENERATION BIOFUELS HOLDINGS, INC.
       
       
Date: September 27, 2010
By:
/s/ Cary J. Claiborne
 
 
Cary J. Claiborne
 
 
President and Chief Executive Officer
 
 
 
 
 
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