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): ~~June~~August 710, 2011

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 ~~June~~July 728, 2011, New Generation Biofuels Holdings, Inc. (the “Company”) ~~entered~~notified ~~into~~Alpha anCapital ~~Amendment~~Anstalt ~~and Consent Agreement~~ (~~the~~ “~~Amendment~~Alpha”), ~~the~~that ~~full~~it ~~text~~would ofbe ~~which~~unable isto ~~attached~~meet asit’s ~~Exhibit~~August ~~10.~~1 ~~to this Form 8-K~~, ~~which~~2011 ~~amended~~repayment ~~that~~obligation ~~certain~~under ~~Subscription Agreement by and among~~ the ~~Company~~terms ~~and~~of ~~four~~that ~~(4)~~certain ~~investors~~February ~~(each~~1, an2011 ~~“Investor,”~~Subscription ~~collectively~~Agreement, ~~the~~as ~~“Investors”)~~amended ~~dated~~ February 128, 2011, asand ~~amended~~June ~~February 28~~7, 2011 (the “Subscription Agreement”)~~. Pursuant~~ toby ~~the~~and ~~Amendment,~~among ~~one Investor, Alpha Capital Anstalt (“Alpha”), agreed to loan~~ the Company ~~up to an additional aggregate principal amount of $1,025,000 pursuant to the terms~~ and ~~conditions~~four ~~of the Subscription Agreement~~ (~~the “June Investment”~~4)~~. The~~ ~~June~~investors ~~Investment will be made as follows:~~ (~~i) $50,000,~~of ~~pursuant~~which toAlpha ~~the~~was ~~Allonge dated May 17, 2011 (described below~~one); (~~ii) $100~~each,~~000~~ ~~pursuant~~an to“Investor,” ~~the Amendment on June 7~~collectively, ~~2011 (~~the “~~June Installment~~Investors”); ~~(iii)~~and anfurther ~~additional~~that ~~$375,000 in three (3) equal monthly amounts of $125,000 to be funded on~~ the ~~first~~financing ~~business~~terms ~~day~~established ofin the ~~three~~Subscription ~~(3)~~Agreement ~~successive~~were ~~months~~no ~~beginning~~longer onadequate ~~July 1, 2011, and (iv) up~~ to anproperly ~~additional~~capitalize ~~$500,000 in four (4) equal monthly amounts of $125,000 to be funded on~~ the ~~first business day of the four (4) successive months beginning on October 1, 2011~~Company. OnThe ~~June 7, 2011, the~~ Company ~~issued~~further asked Alpha ato ~~senior~~consider ~~secured~~alternative ~~convertible~~financing ~~note~~arrangements ~~with~~that awould ~~principal~~adequately ~~amount~~capitalize ~~of $100,000 in connection with~~ the ~~June Installment (the “June Note”)~~Company.

~~Senior~~On ~~Secured~~August ~~Convertible~~10, ~~Note. Key terms of the June Note are summarized below. In connection with the Subscription Agreement~~2011, the Company ~~executed~~entered into a ~~Security~~Second Amendment Agreement ~~with the Investors dated February 1, 2011~~ (the “~~Security Agreement~~Amendment”), ~~the~~with ~~full~~Alpha, ~~text of~~ which isamended ~~attached~~that ascertain ~~Exhibit~~Subscription 10Agreement.2 The toAmendment ~~the~~only ~~Company’s~~amends ~~Current~~the ~~Report~~terms, onconditions, ~~Form~~and ~~8-K~~obligations ~~filed~~as ~~with~~between the ~~Securities~~Company and ~~Exchange~~Alpha. Pursuant ~~Commission~~to (the ~~“Commission”)~~June ~~on February~~ 7, 2011~~. The~~, ~~June~~First ~~Note~~Amendment isand ~~secured~~Consent ~~by the Security~~ Agreement ~~as discussed below. The June Note will pay interest at a rate of eight percent~~ (~~8%)~~the ~~per~~“First ~~annum~~Amendment”), ~~mature~~Alpha ~~six~~agreed ~~(6)~~to ~~months~~loan ~~after their date of issuance and is convertible into shares of~~ the Company’s ~~common~~up ~~stock~~to atan aadditional ~~conversion~~aggregate ~~price~~principal amount of ~~ten cents (~~$~~0.10)~~1,025,000 ~~per~~pursuant ~~share of Company common stock (subject~~ to ~~adjustment as described in~~ the ~~June~~terms ~~Note)~~and atconditions ~~any~~of ~~time prior to repayment, at~~ the ~~election~~Subscription ofAgreement ~~the~~in ~~Investor. In~~equal ~~the~~installments ~~aggregate,~~beginning ~~the~~in June ~~Note~~2011 ~~will~~and beending ~~convertible~~in ~~into~~January ~~up to 1,040,000 shares of our common stock if held to maturity, including interest~~2012. Pursuant to the ~~Security Agreement~~Amendment, the ~~June~~Company ~~Note~~ and ~~the~~Alpha ~~senior~~agreed ~~secured~~to ~~convertible~~terminate ~~notes~~the ~~issued~~remaining ~~February~~investment 1,obligations ~~2011~~under ~~pursuant to~~ the ~~Subscription~~First ~~Agreements,~~Amendment ~~as amended~~ and asAlpha ~~increased~~agreed ~~pursuant~~ to ~~the~~provide ~~Allonges~~$50,000 ~~(the~~to ~~“February Notes”) are secured by~~ the ~~assets of the~~ Company ~~until~~on ~~fifty-one percent (51%) of~~ the ~~aggregate~~same ~~outstanding~~terms ~~principal~~as of the ~~June~~Subscription ~~Note~~Agreement, ~~and~~which ~~the~~it ~~February~~did ~~Notes~~on isAugust ~~either~~11, ~~retired or converted into shares of the Company’s common stock.~~2011

AtItem ~~any time prior to maturity of the June Note, at the Company’s option, the Company may prepay the outstanding principal amount of the June Note plus unpaid accrued interest without penalty~~8. ~~Upon~~01 Other the occurrence of an event of default (as defined in the June Note and the Security Agreement), the outstanding principal and all accrued interest on the June Note will accelerate and automatically become immediately due and payable. The Investors, at their option, also have the right to accelerate payment if we engage in certain change of control transactions.Events

~~Warrants. In~~The ~~connection~~Company ~~with~~is ~~the~~actively ~~first~~seeking ~~$100,000~~alternative offinancing ~~the~~arrangements, ~~June~~including ~~Investment~~discussions ~~and~~with ~~the amounts advanced pursuant to those certain Allonges to the February Note by and between~~ Alpha and ~~the~~other ~~Company dated April 15~~parties. However, ~~2011,~~as ~~and~~a ~~May~~result ~~17,~~of ~~2011,~~the ~~respectively,~~termination ~~totaling an additional $150,000~~ of ~~additional principal under~~ the ~~original~~financing ~~February~~installments ~~Note~~pursuant ~~issued by the Company~~ to ~~Alpha on February 1, 2011 (~~the ~~“Allonges”)~~Amendment, the Company ~~issued~~does ~~Alpha~~not ~~two~~have ~~(2)~~any ~~sets~~known source of ~~warrants. Class~~funding Aavailable ~~warrants~~as ~~are exercisable for an aggregate~~ of ~~1,125,000~~the ~~shares~~date of ~~Company~~this ~~common stock with an exercise price of ten cents ($0~~report.~~10)~~ If ~~per share (~~the ~~“Class~~Company Ais ~~Warrants”)~~unable ~~and~~to ~~Class~~obtain Badditional ~~warrants~~financing, ~~exercisable~~whether ~~for~~through anthe ~~aggregate~~issuance of ~~125,000~~equity ~~shares~~or ofdebt, ~~Company~~or ~~common~~find ~~stock~~a atfinancing ~~one-half~~partner, ~~cent~~it ~~($0.005)~~is ~~per~~unlikely ~~share~~that (the ~~“Class~~Company Bwill ~~Warrants,”~~be ~~and~~able ~~collectively~~to ~~with~~continue ~~the~~as ~~Class~~a Agoing ~~Warrants, the “Warrants”)~~concern. The ~~full~~Company ~~text~~estimates ofthat ~~the~~it ~~form~~currently ofhas ~~Class~~sufficient Afunds ~~Warrant~~to ~~and~~operate ~~Class~~the Bbusiness ~~Warrant~~of ~~are attached as Exhibit 4.2 and 4.3, respectively, to~~ the Company’s ~~Current~~for ~~Report~~less onthan ~~Form~~thirty ~~8-K~~(30) ~~filed~~days ~~with~~without ~~the~~any ~~Commission~~additional ~~on February 7, 2011~~financing.

~~Use~~Item ~~of Proceeds~~9. ~~The~~01 Financial ~~Company~~Statements ~~intends to use proceeds from the offering for working capital, operating expenses~~ and general corporate purposes. Based on current estimates, the Company anticipates that its existing financial resources, including the net proceeds from this offering, will be adequate to continue to conduct our business through at least [July 15, 2011]. The Company is relying on receipt of the additional capital committed pursuant to the June Investment to continue operating its business.Exhibits

Brokers Fees. Pursuant to an oral agreement with Palladium Capital Advisors, LLC (the “Placement Agent”), the Company agreed to pay the Placement Agent commissions in connection with the June Investment and the Allonges based on the proceeds received by the Company from Alpha pursuant to the June Installment and the Allonges. The Company issued the Placement Agent a promissory note dated June 7, 2011, equal to seven percent (7%) of the aggregate total proceeds (i) received at the closing of the June Installment of the June Note and (ii) received pursuant to the Allonges (the “Palladium Note”). The full text of the Palladium Note is attached as Exhibit 4.1 to this Form 8-K.

Securities Act Exemption. The offering was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with Section 4(2) under the Securities Act and Rule 506 as an offering made solely to “accredited investors” as defined under the Securities Act.

The foregoing descriptions of the terms of the Amendment, the June Note, the Palladium Note and the Placement Agent Agreement do not purport to be complete and are qualified in their entirety by reference to the text of these documents filed as exhibits hereto which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements: None.

(b) Pro forma financial information: None.

(d) Exhibits: None

4.1 Promissory Note issued to Palladium Capital Advisors, LLC dated June 7, 2011

10.1 Amendment and Consent Agreement dated June 7, 2011

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: June 10, 2011	By:	/s/ Dane R. Saglio
Date: August 12, 2011	By:	/s/ Dane R. Saglio
	Dane R. Saglio
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
4.1		Promissory Note issued to Palladium Capital Advisors, LLC dated June 7, 2011
10.1		Amendment and Consent Agreement dated June 7, 2011

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