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~~April 2912, ~~2010~~2011

NUGEN HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-52865		26-1946130
(Commission File Number)		(IRS Employer Identification No.)

44645 Guilford Drive, Suite 201, Ashburn, Virginia 20147

(Address of Principal Executive Offices, Zip Code)

(703) 858-0036

(Registrant's Telephone Number, Including Area Code)

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):

¨ ~~Written~~ Writteno communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1- Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On ~~September~~ 29April 12, ~~2010~~2011 and ~~December~~April 513, ~~2010~~2011, NuGen Holdings, Inc., a Delaware corporation (the “Company”), entered into subscription agreements (the “Subscription Agreements”) with three ~~foreign~~ investors (each of which are “accredited investors” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) pursuant to which, among other things, the Company issued an aggregate of 5516,~~500,000~~667 ~~shares~~Series ~~and 412,500~~B ~~shares~~convertible ~~(the~~preferred ~~“Shares”) of its common stock~~shares, par value $0.001 per share (“~~Common~~Series B Preferred Stock”), at a purchase price of $0.1618 per share, for aggregate gross proceeds of $~~880~~50,000 and $6643,000, respectively. ~~Such~~The ~~issuances~~Series ~~were~~B ~~made~~Preferred ~~in reliance~~Stock onwas anoffered ~~exemption~~and ~~from~~sold ~~registration~~in ~~under~~reliance ~~Regulation~~on ~~S promulgated under~~ the ~~Securities~~exemption ~~Act.~~from ~~Pursuant~~registration toafforded ~~the~~by ~~Subscription~~Rule ~~Agreements~~506 ~~each~~of ~~investor executed~~Regulation ~~and~~D ~~delivered~~promulgated tounder ~~the~~Section ~~Company~~ 4(i2) an irrevocable proxy appointing Eric Takamura, the Company’s Chief Executive Officer, as his proxy to vote his Shares, and (ii) a lock-up agreement pursuant to which each investor agreed not to transfer, dispose of ~~or encumber any of~~ the ~~Company’s~~Securities ~~securities for a nine-month period~~Act.

~~On October~~Each ~~22,~~investor ~~2010,~~also ~~the~~received ~~Company entered into subscription agreements with~~ two ~~accredited~~-year ~~investors~~warrants ~~pursuant~~ to ~~which~~purchase ~~the~~common ~~Company~~stock, ~~issued~~par 3%value ~~convertible promissory notes (the “Notes”) in the aggregate principal amount of~~ $~~70,000~~0.001 ~~The Notes~~per ~~were~~share, ~~offered~~of ~~and~~the ~~sold~~Company inequal ~~reliance~~to on20% of the ~~exemption~~number ~~from~~of ~~registration afforded~~shares ~~by Rule 506~~ of ~~Regulation~~Series DB ~~promulgated~~Preferred ~~under~~Stock ~~Section~~purchased ~~4(2)~~at ofa ~~the Securities~~purchase ~~Act~~price of ~~1933,~~$0.18 asper ~~amended~~share.

The ~~Notes have~~Company filed a ~~one-year~~Certificate ~~term~~of Designations, Preference and ~~are~~Rights ~~convertible~~of bySeries B Convertible Preferred Stock (“Certificate of Designation) in Delaware. The Certificate of Designation provides for the ~~Company~~conversion ~~into~~of ~~Common~~the Series B Preferred Stock atto common stock of the Company on a ~~price~~ one to one ratio. Cumulative dividends will accrue at the rate of $0.180054 per ~~share,~~annum ~~subject~~ to ~~adjustment~~be paid annually in ~~certain~~shares ~~circumstances, including~~of ~~fundamental~~Series ~~transactions~~B Preferred Stock with the first payment due on July 1, 2012. The ~~Company~~Series ~~may~~B ~~prepay~~Preferred ~~all~~Stock orhas a ~~portion~~liquidation preference over capital stock of the ~~outstanding~~Company ~~principal~~ranking junior to the Series B Preferred Stock. The Series B Preferred Stock will be junior and ~~interest~~subordinate ~~under~~to the ~~Notes~~Series ~~upon~~A 3preferred ~~business~~stock, ~~days’ notice~~if and ~~may~~when ~~repay~~an ~~any~~option ~~accrued~~to ~~interest~~purchase insuch ~~cash~~Series orA ~~additional~~preferred ~~shares~~stock ofis ~~Common Stock.~~exercised ~~The~~and ~~amount~~Series ~~due~~A ~~under~~preferred stock is issued by the ~~Notes~~Company. ~~will~~The ~~become~~Series ~~immediately~~B ~~due~~Preferred ~~and~~Stock ~~payable~~holders ~~if the~~have ~~Company~~voting ~~fails~~rights equal to ~~pay~~the ~~unpaid~~number ~~principal~~of onshares ~~the~~of ~~maturity~~common ~~date~~stock into which ~~failure continues~~such ~~for~~Series 10B ~~days,~~Preferred ~~any~~Stock ~~representation~~are orconvertible. ~~warranty~~The ~~made~~Series byB ~~the~~Preferred ~~Company~~Stock will vote together as a single class on all matters. The initial conversion price of $0.18 is ~~false~~ subject to adjustment in the event of dividends, ~~incorrect~~distributions, ~~incomplete~~stock splits, or ~~misleading~~other occurrences, oras set forth and in accordance with the ~~Company~~formula ~~dissolves, liquidates,~~in ~~ceases~~the ~~operations~~Certificate of Designation. Any Series B Preferred Stock outstanding on December 31, 2012 is ~~unable~~mandatorily toconvertible ~~pay~~into ~~its~~common ~~debts~~stock. ~~when~~The ~~due,~~Series aB ~~receiver or~~Preferred ~~trustee~~Stock isholders ~~appointed~~also orhave ~~bankruptcy~~registration ~~proceeding~~rights with respect to the shares of common stock into which such Series B Preferred Stock are ~~instituted~~convertible.

For all the terms and conditions of the Subscription ~~Agreements~~Agreement, Warrant and ~~Notes,~~Certificate of Designation reference is hereby made to such documents annexed hereto as ~~Exhibits~~Exhibit 10.2632, Exhibit 4.4 and 10Exhibit 4.27 5, respectively. All statements made herein concerning the foregoing documents are qualified by reference to said Exhibits.

Section 2 – Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Section 3 – Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.26		Form of Regulation S Subscription Agreement
4.4		Form of Warrant and schedule
10.27		Form of Subscription Agreement and Convertible Note
4.5		Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock
10.32		Form of Regulation D Subscription Agreement for Series B Convertible Preferred Stock and schedule

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.

	NuGen Holdings, Inc.
January 6, 2011		/s/ Eric Takamura
April 18, 2011		/s/ Eric Takamura
		Name: Eric Takamura
		Title: Chairman, Chief Executive Officer and President

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