UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2011

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________

Commission File No.

000-52865

NUGEN HOLDINGS, INC. (Exact name of Registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

Delaware		26-1946130
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)
44645 Guilford Drive, Suite 201
Ashburn, VA		20147
(Address of principal executive offices)		(Zip Code)

Delaware	26-1946130
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
44645 Guilford Drive, Suite 201
Ashburn, VA	20147
(Address of principal executive offices)	(Zip Code)
(703) 858-0036
(Registrant’s telephone number, including area code)

(703) 858-0036

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company x

(Do not check if a smaller reporting

company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

Common stock outstanding ($.001 par value) as of ~~August~~February 15, ~~2011~~2012: 56 57,~~966~~081,~~564~~702 shares.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION Item 1. Financial Statements 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Item 4. Controls and Procedures 10 PART II -OTHER INFORMATION 11 Item 1. Legal Proceedings. 11 Item 1A. Risk Factors 11 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 11 Item 3. Defaults Upon Senior Securities. 11 Item 4. Removed and Reserved 11 Item 5. Other Information 11 Item 6. Exhibits 11 SIGNATURES 12

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NUGEN HOLDINGS, INC.

~~CONDENSED~~FORM ~~CONSOLIDATED FINANCIAL STATEMENTS~~10-Q

AsTABLE ofOF ~~June 30, 2011~~CONTENTS

(UNAUDITED)

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
Item 3. Quantitative and Qualitative Disclosures About Market Risk		10
Item 4. Controls and Procedures		10

PART II -OTHER INFORMATION
Item 1. Legal Proceedings.		10
Item 1A. Risk Factors		11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		11
Item 3. Defaults Upon Senior Securities.		11
Item 4. Removed and Reserved		11
Item 5. Other Information		11
Item 6. Exhibits		11

SIGNATURES		12

~~Table of Contents~~2

		Page #
FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS		F-1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS		F-2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)		F-3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		F-4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		F-5

PART I – FINANCIAL INFORMATION

3ITEM 1. FINANCIAL STATEMENTS

NUGEN HOLDINGS, INC.

CONDENSED CONSOLIDATED ~~BALANCE~~FINANCIAL ~~SHEETS~~STATEMENTS

	June 30,			September 30,
	2011			2010
	(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents	$	118,597		$	863,876
Accounts receivable, net		382,439			253,754
Prepaid expenses		45,320			11,309
Inventory		144,071			222,915
Total current assets		690,427			1,351,854
Machinery & equipment, net		51,829			43,325
Other assets		12,960			7,365
	$	755,216		$	1,402,544
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Current portion of long term liabilities	$	11,799		$	13,428
Convertible notes		70,000			-
Accounts payable and accrued expenses		414,194			479,951
Customer deposits		92,927			150,000
Accounts payable and accrued expenses - related parties		273,374			-
Total current liabilities		862,294			643,379
Long-Term notes payable		600,787			603,916
Total liabilities		1,463,081			1,247,295
Commitments and contingencies
Stockholders' equity (deficit)
Preferred stock, Class A - $0.001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding		-			-
Preferred stock, Series B - $0.001 par value; 14,645,000 shares authorized, 1,627,778 and 0 shares issued and outstanding		1,628			-
Common stock - $0.001 par value; 200,000,000 shares authorized, 56,966,564 and 55,881,564 shares issued and outstanding		56,967			55,882
Additional paid-in capital		5,068,168			4,631,656
Accumulated deficit		(5,834,628	)		(4,532,289	)
Total stockholders' equity (deficit)		( 707,865	)		155,249
	$	755,216		$	1,402,544

As of December 31, 2011

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements~~(UNAUDITED)

~~F-1~~Table of Contents

NUGEN HOLDINGS, INC.

		Page #
FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS		F-1

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS		F-2

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT		F-3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		F-4

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		F-5

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~3

~~(UNAUDITED)~~NUGEN HOLDINGS, INC.

	For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Revenues	$	134,019		$	50,126		$	1,133,213		$	261,394
Direct costs		75,686			22,534			557,209			46,537
Direct labor		260,922			158,615			740,612			446,837
Gross loss		(202,589	)		(131,023	)		(164,608	)		(231,980	)
Operating expenses
Compensation		244,682			245,817			683,452			571,637
Rent & office		39,465			25,240			113,198			73,147
Professional fees		5,579			51,288			70,129			83,612
Travel expenses		48,909			63,558			168,251			126,098
Other general and administrative expenses		20,524			21,666			72,314			48,504
Total operating expenses		359,159			407,569			1,107,344			902,998
Net loss from operations		(561,748	)		(538,592	)		(1,271,952	)		(1,134,978	)
Other income and (expense)
Interest income		26			676			205			1,465
Interest expense		(9,915	)		(9,149	)		(30,592	)		(51,007	)
Total other income and (expense)		(9,889	)		(8,473	)		(30,387	)		(49,542	)
Net loss		(571,637	)		(547,065	)		(1,302,339	)		(1,184,520	)
Preferred stock Dividends		(1,388	)		-			(1,388	)		-
Net loss available to common shareholders	$	(573,025	)	$	(547,065	)	$	(1,303,727	)	$	(1,184,520	)
Net loss per share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)
Weighted average number of shares outstanding during the period - basic and diluted		56,966,564			50,381,564			56,570,383			39,840,063

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

	December 31,			September 30,
	2011			2011
	(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents	$	30,445		$	97,564
Accounts receivable, net of allowance for doubtful accounts of $109,901 and $109,901 at December 31, 2011 and September 30, 2011		192,329			95,237
Prepaid expenses		12,452			11,499
Inventories		102,625			118,761

Total current assets		337,851			323,061

Machinery & equipment, net		44,106			47,953
Other assets		12,960			12,960

	$	394,917		$	383,974

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Current portion of long term liabilities	$	608,722		$	609,082
Convertible notes		70,000			70,000
Demand note payable		3,500			-
Bridge notes payable		49,000			-
Accounts payable and accrued expenses		707,366			524,892
Customer deposits		12,705			475
Accounts payable and accrued expenses-related parties		497,705			408,272

Total current liabilities		1,948,998			1,612,721

Long-term notes payable		10,371			13,036

Total liabilities		1,959,369			1,625,757

Commitments and contingencies

Stockholders' deficit
Preferred stock - $0.001 par value; 50,000,000 shares authorized, 14,645,000 designated as Series B, 35,355,000 undesignated shares:
Series B - 14,645,000 shares designated, 1,738,889 and 1,627,778 shares issued and outstanding		1,739			1,628
Common stock - $0.001 par value; 200,000,000 shares authorized, 56,966,564 and 56,966,564 shares issued and outstanding		56,967			56,967
Additional paid-in capital		5,112,138			5,081,927
Accumulated deficit		(6,735,296	)		(6,382,305	)
Total stockholders' deficit		(1,564,452	)		(1,241,783	)

	$	394,917		$	383,974

~~F-2~~The accompanying notes are an integral part of these condensed consolidated unaudited financial statements

~~NUGEN HOLDINGS, INC.~~F-1

~~CONSOLIDATED~~NUGEN ~~STATEMENT~~HOLDINGS, ~~OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)~~INC.

~~From~~CONSOLIDATED ~~October~~STATEMENTS 1,OF ~~2010 to June 30, 2011~~OPERATIONS

(UNAUDITED)

	Preferred Stock										Common Stock				Additional
	For the Three Months Ended
	Number of Shares						Par Value				Number of		Par		Paid-in		Accumulated
	December 31,
	Class A			Series B			Class A		Series B		Shares		Value		Capital		Deficit			Total
	2011			2010
Balance at October 1, 2010		-			-		$	-	$	-		55,881,564	$	55,882	$	4,631,656	$	(4,532,289	)	$	155,249
Revenues	$	183,677		$	690,482
Issuance of common stock for cash, net												725,000		725		115,275					116,000
Direct costs		28,029			419,751
Issuance of preferred stock for cash					1,627,778					1,628						291,372					293,000
Direct labor		200,021			289,178
Issuance of common stock upon exercise of warrants												360,000		360							360
Gross loss		(44,373	)		(18,447	)
Vesting of stock options																29,865					29,865
Operating expenses
Net loss from October 1, 2010 to June 30, 2011																		(1,302,339	)		(1,302,339	)
Compensation		188,412			218,841
Balance at June 30, 2011		-			1,627,778		$	-	$	1,628		56,966,564	$	56,967	$	5,068,168	$	(5,834,628	)	$	(707,865	)
Rent & office		40,639			41,921
Professional fees		25,998			20,462
Travel expenses		22,739			79,191
Other general and administrative expenses		19,209			31,637
Total operating expenses		296,997			392,052
Net loss from operations		(341,370	)		(410,499	)
Other income (expense)
Interest income		3			154
Interest expense		(11,624	)		(10,916	)
Total other (expense)		(11,621	)		(10,762	)
Net loss		(352,991	)		(421,261	)
Preferred stock dividends		(5,987	)		-
Net loss available to common shareholders	$	(358,978	)	$	(421,261	)
Net loss per share - basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average number of shares outstanding during the period - basic and diluted		56,966,564			55,998,140

The accompanying notes are an integral part of these ~~unaudited~~ condensed consolidated unaudited financial statements

F-32

NUGEN HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF ~~CASH~~CHANGES ~~FLOWS~~IN STOCKHOLDERS' DEFICIT

~~(UNAUDITED)~~FROM OCTOBER 1, 2011 TO DECEMBER 31, 2011

	For the Nine Months Ended
	June 30,
	2011			2010
Cash flows from operating activities:
Net loss	$	(1,302,339	)	$	(1,184,520	)
Adjustments to reconcile net loss to net cash used in operating activities:
Contributed services		-			37,500
Vesting of stock options		29,865			16,044
Depreciation expense		11,174			1,399
Gain on settlement of debt		-			(10,592	)
Changes in operating assets and liabilities:
Accounts receivable		(128,685	)		127,757
Prepaid expenses		(34,011	)		(6,623	)
Inventory		78,844			(186,224	)
Other assets		(5,595	)		-
Customer deposits		(57,073	)		150,000
Accounts payable and accrued expenses		(65,757	)		80,951
Accounts payable and accrued expenses - related parties		273,374			-
Net cash used in operating activities		(1,200,203	)		(974,308	)
Cash flows from investing activities:
Purchase of property and equipment		(19,678	)		(8,635	)
Cash acquired in recapitalization		-			4,060
Net cash used in financing activities		(19,678	)		(4,575	)
Cash flows from financing activities:
Proceeds from sale of common stock, net		116,360			1,394,243
Proceeds from sale of preferred stock , net		293,000			-
Proceeds from issuance of notes payable		70,000			70,000
Principal payments on debt		(4,758	)		(26,805	)
Net cash provided by financing activities		474,602			1,437,438
Net increase (decrease) in cash and cash equivalents		(745,279	)		458,555
Cash and cash equivalents at beginning of period		863,876			58,929
Cash and cash equivalents at end of period	$	118,597		$	517,484
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	26,341		$	32,474
Cash paid during the period for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Conversion of debt to equity in connection with merger	$	-		$	915,475
Net non-cash assets and (liabilities) assumed in recapitalization	$	-		$	(62,265	)

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

	Preferred Stock- Series B				Common Stock				Additional
	Number of Shares		Par Value		Number of Shares		Par Value		Paid-in Capital		Accumulated Deficit			Total
Balance at October 1, 2011		1,627,778	$	1,628		56,966,564	$	56,967	$	5,081,927	$	(6,382,305	)	$	(1,241,783	)
Issuance of preferred stock for cash		111,111		111						19,889					20,000
Vesting of stock options										10,322					10,322
Net loss from October 1, 2011 to December 31, 2011												(352,991	)		(352,991	)
Balance at December 31, 2011		1,738,889	$	1,739		56,966,564	$	56,967	$	5,112,138	$	(6,735,296	)	$	(1,564,452	)

~~F-4~~The accompanying notes are an integral part of these condensed consolidated unaudited financial statements

~~NUGEN HOLDINGS, INC.~~F-3

~~NOTES~~NUGEN TOHOLDINGS, ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~INC.

ASCONSOLIDATED STATEMENTS OF ~~JUNE~~CASH ~~30, 2011~~FLOWS

(UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	For Three Months Ended
	December 31,
	2011			2010
Cash flows from operating activities:
Net loss	$	(352,991	)	$	(421,261	)
Adjustments to reconcile net loss to net cash used in operating activities:
Vesting of stock options		10,322			9,955
Depreciation expense		3,847			2,891
Changes in operating assets and liabilities:
Accounts receivable		(97,092	)		(213,223	)
Prepaid expenses		(953	)		(3,359	)
Inventories		16,136			70,082
Accounts payable and accrued expenses		182,474			(27,366	)
Customer deposits		12,230			(123,040	)
Accounts payable and accrued expenses-related parties		89,433			-

Net cash used in operating activities		(136,594	)		(705,321	)

Cash flows from investing activities:
Purchase of property and equipment		-			(16,677	)

Net cash used in investing activities		-			(16,677	)

Cash flows from financing activities:
Proceeds from sale of common stock		-			66,000
Proceeds from sale of preferred stock		20,000			-
Proceeds from issuance of notes		52,500			70,000
Principal payments on debt		(3,025	)		(1,781	)

Net cash provided by financing activities		69,475			134,219

Net decrease in cash and cash equivalents		(67,119	)		(587,779	)

Cash and cash equivalents at beginning of period		97,564			863,876

Cash and cash equivalents at end of period	$	30,445		$	276,097

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	1,329		$	7,638
Cash paid during the period for taxes	$	-		$	-

~~Merger~~The accompanying notes are an integral part of these condensed consolidated unaudited financial statements

On January 29, 2010, InovaChem, Inc., a Delaware corporation, completed the acquisition of NuGen Mobility, Inc., a Delaware corporation (“NuGen” or “NuGen Mobility”), pursuant to the Merger Agreement dated January 29, 2010 (the “Merger Agreement”), by and among InovaChem, Inc., NuGen and InovaChem Mergerco II, Inc., a whollyF-owned subsidiary of InovaChem, Inc. Pursuant to the terms of the Merger Agreement, NuGen merged (the “Merger”) with and into InovaChem Mergerco II, and NuGen, as the surviving corporation, became a wholly-owned subsidiary of InovaChem, Inc. On February 26, 2010, the board of directors and stockholders approved an amendment to the Company’s Certificate of Incorporation changing the Company’s name from InovaChem, Inc. to NuGen Holdings, Inc. (the “Company” or “NuGen Holdings”). The Certificate of Amendment to the Certificate of Incorporation became effective on March 4~~, 2010.~~

~~Upon~~NUGEN ~~the closing of the Merger contemplated by the Merger Agreement~~HOLDINGS, ~~each issued and outstanding share of NuGen’s common stock was converted into 24,422~~INC.48 shares of NuGen Holdings’ common stock. As a result, an aggregate of 27,133,384 shares of NuGen Holdings’ common stock, par value $0.001 per share (“Common Stock”) were issued to the two shareholders of NuGen. Simultaneous with the closing of the Merger, 15,236,667 shares of Common Stock were redeemed by NuGen Holdings for a cash payment of $152. Following the redemption of these shares, the two shareholders of NuGen owned approximately 81% of NuGen Holdings.

~~The~~NOTES ~~Merger~~TO isCONDENSED ~~being~~CONSOLIDATED accounted for as a reverse acquisition and recapitalization. NuGen is the acquirer for accounting purposes and NuGen Holdings is the acquiree. Accordingly, NuGen’s historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares received in the Merger. The accumulated deficit of NuGen is carried forward after the acquisition. Operations prior to the Merger are those of NuGen. Earnings per share for the period prior to the Merger are restated to reflect the equivalent number of shares outstanding.FINANCIAL STATEMENTS

~~Description~~AS ofOF ~~Business~~DECEMBER 31, 2011

~~The~~NOTE ~~Company~~A ~~is engaged, through its wholly~~-~~owned~~ ~~subsidiary~~SUMMARY ~~NuGen,~~OF inSIGNIFICANT the research, development and sale of permanent magnet electric motors and the electronic controls for such motors. Our facility is located in Ashburn, Virginia. Our revenue is derived primarily from contract research and development engineering services. Our technology relates to specialty electric drive engines and related components. This technology is currently being sold directly to original equipment manufacturers (“OEMs”) pursuant to technical assistance agreements. The agreements generally provide for us to engineer our technology to run in various platforms (e.g. vehicles, electric generators and motors) and to be adapted to a customer’s particular application. We offer these services from our facility located in Virginia, to customers that require high-efficiency, reliable, compact permanent magnet electrical motor systems, controllers, vehicle interface modules (including energy storage, management and monitoring systems) and related software. Our technology is used primarily to convert electrical power into mechanical power so that mechanical power can be used to propel a vehicle or run a generator and may be used in markets ranging from electric/hybrid electric vehicles to materials handling equipment, distributive power, ground support equipment, motion control, and military systems.ACCOUNTING POLICIES

~~F-5~~Merger

~~NUGEN~~On ~~HOLDINGS~~January 29, ~~INC~~2010, InovaChem, Inc., a Delaware corporation, completed the acquisition of NuGen Mobility, Inc., a Delaware corporation (“NuGen” or “NuGen Mobility”), pursuant to the Merger Agreement dated January 29, 2010 (the “Merger Agreement”), by and among InovaChem, Inc., NuGen and InovaChem Mergerco II, Inc., a wholly-owned subsidiary of InovaChem, Inc. Pursuant to the terms of the Merger Agreement, NuGen merged (the “Merger”) with and into InovaChem Mergerco II, and NuGen, as the surviving corporation, became a wholly(owned subsidiary of InovaChem, Inc. On February 26, 2010, the board of directors and stockholders approved an amendment to the Company’s Certificate of Incorporation changing the Company’s name from InovaChem, Inc. to NuGen Holdings, Inc. (the “Company” or “NuGen Holdings”). The Certificate of Amendment to the Certificate of Incorporation became effective on March 4, 2010.

~~NOTES~~Pursuant TOto ~~CONDENSED~~the ~~CONSOLIDATED~~Merger ~~FINANCIAL~~Agreement, ~~STATEMENTS~~each issued and outstanding share of NuGen’s common stock was converted into 24,422.48 shares of NuGen Holdings’ common stock. As a result, an aggregate of 27,133,384 shares of NuGen Holdings’ common stock, par value $0.001 per share (“Common Stock”) were issued to the two shareholders of NuGen. Simultaneous with the closing of the Merger, 15,236,667 shares of Common Stock were redeemed by NuGen Holdings for a cash payment of $152. Following the redemption of these shares, the two shareholders of NuGen owned approximately 81% of NuGen Holdings.

ASThe OFMerger ~~JUNE~~is 30being accounted for as a reverse acquisition and recapitalization. NuGen is the acquirer for accounting purposes and NuGen Holdings is the acquiree. Accordingly, NuGen’s ~~2011~~historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares received in the Merger. The accumulated deficit of NuGen is carried forward after the acquisition. Operations prior to the Merger are those of NuGen. Earnings per share for the period prior to the Merger are restated to reflect the equivalent number of shares outstanding.

~~(UNAUDITED)~~Description of Business

~~Basis~~The Company is engaged, through its wholly-owned subsidiary NuGen, in the research, development and sale of ~~Presentation~~permanent magnet electric motors and the electronic controls for such motors. Our facility is located in Ashburn, Virginia. Our revenues are derived primarily from contract research and development engineering services. Our technology relates to specialty electric drive engines and related components. This technology is currently being sold directly to original equipment manufacturers (“OEMs”) pursuant to technical assistance agreements. The agreements generally provide for us to engineer our technology to run in various platforms (e.g. vehicles, electric generators and motors) and to be adapted to a customer’s particular application. We offer these services from our facility located in Virginia, to customers that require high-efficiency, reliable, compact permanent magnet electrical motor systems, controllers, vehicle interface modules (including energy storage, management and monitoring systems) and related software. Our technology is used primarily to convert electrical power into mechanical power so that mechanical power can be used to propel a vehicle or run a generator and may be used in markets ranging from electric/hybrid electric vehicles to materials handling equipment, distributive power, ground support equipment, motion control, and military systems.

~~The~~Basis ~~accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.Presentation

~~Principles~~The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~Consolidation~~America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

~~The consolidated financial statements include the accounts of NuGen Holdings, Inc, and its wholly owned subsidiaries, NuGen Mobility, Inc., and Trinterprise, LLC. All significant inter~~F-~~company balances and transactions have been eliminated in consolidation.~~5

~~Cash~~NUGEN ~~and~~HOLDINGS, ~~Cash Equivalents~~INC.

WeNOTES ~~consider~~TO ~~cash~~CONDENSED onCONSOLIDATED hand and investments with original maturities of three months or less to be cash and cash equivalents. The Company at times has cash in banks in excess of FDIC insurance limits. The Company did not have deposits in excess of FDIC insurance limits as of June 30, 2011, and had $491,497 in excess of FDIC insurance limits at September 30, 2010.FINANCIAL STATEMENTS

~~Accounts~~AS ~~Receivable~~OF DECEMBER 31, 2011

WeFor ~~extend~~further ~~unsecured~~information, ~~credit~~refer to ~~most of our customers following a review of~~ the ~~customers'~~audited financial ~~condition~~ statements and ~~credit~~footnotes ~~history.~~of Wethe ~~establish~~Company ~~an allowance~~ for ~~doubtful accounts based upon a number of factors including~~ the ~~length~~years ofended ~~time~~September ~~accounts~~30, ~~receivables~~2011 ~~are~~and ~~past due~~2010, included in the ~~customer~~Company's ~~ability~~Form to10-K ~~pay~~filed ~~its~~with ~~obligation to us,~~ the Securities ~~condition of the general economy, estimates of credit risk, historical trends~~ and ~~other~~Exchange ~~information.~~Commission ~~Accounts~~on ~~receivable~~January are deemed to be past due when they have not been paid by their contractual due date. We write off accounts receivable when they become uncollectible against our allowance for doubtful accounts. At June 3013, ~~2011 and September 30, 2010, no allowance for doubtful accounts was deemed necessary~~2012.

~~Inventory~~Use of Estimates

~~Inventory~~The ispreparation ~~stated~~of atconsolidated ~~the~~financial statements ~~lower~~in ofconformity ~~cost~~with ~~(first-~~accounting principles generally accepted in, ~~first-out~~the ~~basis)~~United orStates ~~market~~of ~~(net~~America ~~realizable~~requires ~~value)~~management to make estimates and assumptions. AtThese ~~June~~estimates ~~30,~~and ~~2011~~assumptions affect the reported amounts of assets and ~~September~~liabilities ~~30,~~and ~~2010,~~disclosure of contingent assets and liabilities at the ~~Company~~date ~~had~~of ~~$13,127~~the consolidated financial statements and ~~$120,317~~the ~~respectively,~~reported amounts of ~~work~~sales inand expenses ~~process~~during ~~inventory~~the reporting period. At ~~June~~Actual ~~30,~~results ~~2011~~may ~~and~~differ ~~September~~from ~~30,~~those ~~2010,~~estimates. ~~the~~The ~~Company~~significant ~~had~~estimates ~~$130,944~~are ~~and~~allowance ~~$102,598,~~for doubtful ~~respectively~~accounts, ofallowance ~~raw~~for ~~materials~~ inventory obsolescence and valuation of equity instruments.

~~Machinery~~Principles ~~and~~of ~~Equipment~~Consolidation

~~Machinery~~The ~~and~~consolidated ~~equipment~~financial isstatements ~~stated at cost. Depreciation is computed using~~ include the ~~straight-line~~accounts ~~method over the estimated useful lives~~ of ~~the~~NuGen ~~assets~~Holdings, ~~which~~ isInc, 5and ~~years~~its ~~for~~wholly ~~equipment~~owned ~~and~~subsidiaries, 3NuGen ~~years~~Mobility, ~~for software~~Inc., ~~Maintenance~~ and ~~repairs~~Trinterprise, ~~are charged to expense as incurred~~LLC. ~~Depreciation~~All ~~expense~~significant inter-company ~~for~~balances ~~the nine months ended June 30, 2011~~ and ~~2010~~transactions ~~was~~have ~~$11,174~~been ~~and~~eliminated ~~$1,399,~~in ~~respectively~~consolidation.

~~F-6~~ Cash and Cash Equivalents

~~NUGEN~~We ~~HOLDINGS~~consider cash on hand and investments with original maturities of three months or less to be cash and cash equivalents. The Company at times has cash in banks in excess of FDIC insurance limits. The Company’s cash balances did not exceed the FDIC insurance limits as of December 31, ~~INC~~2011 and September 30, 2011.

~~NOTES~~Accounts ~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Receivable

ASAccounts OFreceivable ~~JUNE~~are 30recorded at the invoiced amount and do not bear interest. The Company has established an allowance for doubtful accounts which represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company evaluates the adequacy of its allowances for doubtful accounts each quarter performing evaluations of its customers and their ability to make payments. The Company determines the adequacy of the allowance based on length of time past due, ~~2011~~historical experience and judgment of economic conditions. Account balances are charged off against the allowance after all options have been exhausted and recovery is considered unlikely. As these factors change, the Company’s allowances for doubtful accounts may change in subsequent periods. Historically, losses have been within management’s expectations and have not been significant.

~~(UNAUDITED)~~The allowance for doubtful accounts amounted to $109,901 and $109,901 at December 31, 2011 and September 30, 2011, respectively and is recorded as a reduction of accounts receivable.

~~Revenue~~Inventories ~~and Cost Recognition~~

WeInventories ~~currently~~are ~~generate~~stated ~~revenue~~at ~~primarily~~the ~~from~~lower of ~~contract~~cost ~~research and development services and may derive additional revenues~~ (first-in, ~~the~~first-out ~~future~~method) ~~from~~or ~~the~~market, ~~sale~~net of ~~our~~adjustments ~~products~~for toestimated ~~customers.~~excess ~~Our~~inventory ~~products are specialty electric drive engines~~ and ~~related~~obsolescence ~~components.~~based ~~These~~upon ~~products are a direct result of~~ the ~~services to design and build each unit, which are built to each customer~~ Company’s ~~specifications.~~best Weestimate ~~account~~of ~~for~~future ~~the~~product ~~products sold as one unit~~demand. WeInventories ~~intend~~consist ~~in the future to derive revenue from sales~~ of ~~products and will recognize~~ the ~~sale at the time title to the goods and the benefits and risks of ownership passes to the customer which is typically when products are shipped based on the terms of the customer purchase agreement.~~following:

Some customers are asked to provide deposits prior to the Company accepting their orders. Customer deposits are reflected on the balance sheet as a current liability and are reclassified to revenue at the time when title to the goods and the benefits and risks of ownership passes to the customer.

	December 31,		September 31,
	2011 (UNAUDITED)		2011
Raw materials	$	102,097	$	118,642
Work in progress		528		119
Total	$	102,625	$	118,761

~~Revenue relating to long~~F-term fixed price contracts is recognized using the percentage of completion method. Under the percentage of completion method, contract revenues and related costs are recognized based on the percentage that costs incurred to date bear to total estimated costs.6

~~The~~NUGEN ~~Company recently entered into Small Business Innovation Research (“SBIR”) contracts with both the US Army and the US Navy~~HOLDINGS, ~~the revenue under these contracts will be recognized in the same period as allowable and billable costs are incurred~~INC. ~~Revenue under these contracts is earned when the services have been completed and collection is reasonably assured.~~

~~Changes~~NOTES inTO ~~job~~CONDENSED ~~performance,~~CONSOLIDATED estimated profitability and final contract settlements may result in revisions to cost and revenue, and are recognized in the period in which the revisions are determined. Contract costs include all direct materials, subcontract and labor costs. Selling, general and administrative costs are charged to expense as incurred. At the time a loss on a contract becomes known, the entire amount of the estimated loss is accrued.FINANCIAL STATEMENTS

~~Income~~AS ~~Taxes~~OF DECEMBER 31, 2011

~~The~~Machinery ~~Company accounts for income taxes in accordance with ASC 740, Income Tax. Under the asset~~ and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The valuation of deferred tax assets may be reduced if future realization is not assured.Equipment

~~The~~Machinery ~~effect~~and ofequipment ais ~~change~~stated inat ~~tax~~cost. Depreciation ~~rates~~is oncomputed ~~deferred~~using ~~tax~~the straight-line method over the estimated useful lives of the assets, which is 5 years for computer equipment and ~~liabilities~~3 isyears ~~recognized~~for insoftware. ~~income~~Maintenance inand ~~the~~repairs ~~period~~are ~~that~~charged ~~includes~~to expense as incurred. Depreciation expense for the ~~enactment~~three months ~~date~~ended December 31, 2011 and 2010 was $3,847 and $2,891, respectively.

~~Research~~Revenue and ~~Development~~Cost Recognition

~~Costs~~We currently generate revenue primarily from contract research and development services and may derive additional revenues in the future from the sale of ~~researching~~our products to customers. Our products are specialty electric drive engines and ~~developing~~related ~~new~~components. ~~technology,~~These orproducts ~~significantly~~are ~~altering~~a ~~existing~~direct ~~technology~~result of the services to design and build each unit, which each are ~~expensed~~built to each customer’s specifications. We account for the products sold as ~~incurred~~one unit. We intend in the future to derive revenue from sales of products and will recognize the sale at the time title to the goods and the benefits and risks of ownership passes to the customer which is typically when products are shipped based on the terms of the customer purchase agreement.

~~F-7~~Some customers are asked to provide deposits prior to the Company accepting their orders. Customer Deposits are reflected on the balance sheet as a current liability and are reclassified to revenue at the time when title to the goods and the benefits and risks of ownership passes to the customer.

~~NUGEN~~Revenue ~~HOLDINGS~~relating to long-term fixed price contracts is recognized using the percentage of completion method. Under the percentage of completion method, ~~INC~~contract revenues and related costs are recognized based on the percentage that costs incurred to date bear to total estimated costs.

~~NOTES~~The TOCompany ~~CONDENSED~~has ~~CONSOLIDATED~~entered ~~FINANCIAL~~into ~~STATEMENTS~~Small Business Innovation Research contracts with both the US Army and the US Navy. The revenue under these contracts will be recognized in the same period as allowable and billable costs are incurred.

ASChanges OFin ~~JUNE~~job 30performance, ~~2011~~estimated profitability and final contract settlements may result in revisions to cost and revenue, and are recognized in the period in which the revisions are determined. Contract costs include all direct materials, subcontract and labor costs. Selling, general and administrative costs are charged to expense as incurred. At the time a loss on a contract becomes known, the entire amount of the estimated loss is accrued.

~~(UNAUDITED)~~Income Taxes

~~Stock~~The Company accounts for income taxes in accordance with ASC 740, Income Tax. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-~~Based~~forwards. ~~Compensation~~Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The valuation of deferred tax assets may be reduced if future realization is not assured.

InThe ~~December~~effect 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of ~~share-based~~a ~~compensation~~change ~~arrangements~~in ~~based~~tax rates on ~~the~~deferred tax ~~grant-date~~assets ~~fair value~~ and ~~recognize~~liabilities ~~the~~is ~~costs~~recognized in ~~the~~income ~~financial~~in ~~statements over~~ the period ~~during~~that ~~which~~includes employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the ~~date~~enactment ~~of grant at their fair value~~date. ~~Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.~~

~~Equity~~Given the ~~instruments~~substantial ~~(“instruments”)~~net ~~issued~~operating tolosses ~~other~~and ~~than~~the ~~employees~~related ~~are~~valuation ~~recorded~~allowance onestablished ~~the~~against ~~basis~~such ofamounts, the ~~fair~~Company ~~value~~has ofconcluded that ~~the~~it ~~instruments,~~does asnot ~~required~~have byany ~~FASB~~uncertain ~~Accounting~~tax ~~Standards Codification No~~positions. ~~718.~~There ~~FASB~~have ~~Accounting~~been ~~Standards~~no ~~Codification~~income ~~No.~~tax ~~505,~~related ~~Equity~~interest ~~Based~~or ~~Payments~~penalties tofor ~~Non-Employees defines~~ the ~~measurement~~periods presented ~~date~~in ~~and~~these ~~recognition~~consolidated ~~period~~financial ~~for such instruments~~statements. In ~~general,~~ the ~~measurement~~normal ~~date~~course isof ~~when~~business, ~~either~~the aCompany ~~(a)~~and ~~performance~~its ~~commitment,~~subsidiaries asare ~~defined,~~subject to isexamination ~~reached~~by orFederal ~~(b)~~and ~~the~~state ~~earlier~~taxing ofauthorities. ~~(i)~~The ~~the~~Company's ~~non-employee~~income ~~performance~~tax isreturns ~~complete~~for oryears ~~(ii)~~subsequent ~~the~~to ~~instruments~~fiscal 2006 are currently ~~vested.~~open, ~~The~~by ~~measured~~statute, ~~value~~for ~~related~~review toby ~~the~~authorities. ~~instruments~~However, there is ~~recognized~~no ~~over~~examinations acurrently ~~period~~in ~~based~~progress onand the ~~facts~~Company is ~~and~~not ~~circumstances~~aware of ~~each~~any ~~particular~~pending ~~grant~~audits. asThe ~~defined~~Company inhas ~~the~~filed ~~FASB~~all ~~Accounting~~income ~~Standards~~tax ~~Codification~~returns.

~~Loss per Common Share~~F-7

~~Basic~~NUGEN ~~earnings~~HOLDINGS, ~~per share is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented~~INC.

~~Diluted~~NOTES ~~earnings~~TO ~~per~~CONDENSED ~~share~~CONSOLIDATED is computed by dividing income or loss available to common stockholders by all outstanding and potentially dilutive shares during the periods presented, unless the effect is anti-dilutive. As of June 30, 2011 and 2010 there were 0 and 360,000 warrants outstanding to purchase the Company’s common stock, and as of June 30, 2011 and 2010 there were 2,356,250 and 2,400,000 options outstanding to purchase the Company’s common stock. The Company has convertible promissory notes outstanding that can be converted, at the Company’s option, to 388,889 shares of common stock. The Company has Series B Preferred Stock that provides for the conversion to common stock of the Company on a one to one ratio and has issued two-year warrants for common stock of the Company equal to 20% of the number of shares of Series B Preferred Stock purchased by such investor. At June 30, 2011and 2010, the Company has issued and outstanding 1,627,778 and 0 shares of Series B Preferred Stock which can be converted to 1,627,778 and 0 shares of common stock of the Company, respectively and warrants which can be converted to 325,556 and 0 shares of common stock of the Company, respectively.FINANCIAL STATEMENTS

~~These~~AS ~~options,~~OF ~~warrants~~DECEMBER ~~and~~31, ~~convertible shares have not been included in the weighted average number of shares as their effect would have been anti-dilutive.~~2011

~~Use~~Research ofand ~~Estimates~~Development

~~The~~Costs ~~preparation~~ of ~~financial~~researching ~~statements,~~and indeveloping ~~conformity~~new ~~with~~technology, or ~~accounting~~significantly ~~principles~~altering ~~generally~~existing ~~accepted in the United States of America~~technology, ~~requires~~are ~~management~~expensed toas make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periodincurred. ~~Actual results could differ from those estimates.~~

~~Fair~~Stock-Based ~~Value of Financial Instruments~~Compensation

~~The~~In ~~carrying~~December ~~amounts~~2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the ~~Company’s~~grant-date fair value and recognize the costs in the financial ~~instruments~~statements ~~including~~over ~~accounts~~the ~~payable~~period ~~and~~during ~~accrued~~which ~~expenses~~employees are required to provide services. Share-based compensation arrangements include stock options, ~~notes~~restricted ~~payable~~share plans, performance-based awards, share appreciation rights and ~~convertible~~employee ~~note approximate~~share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. ~~due~~Such compensation toamounts, ~~the~~if ~~relatively~~any, ~~short~~are ~~period~~amortized toover ~~maturity~~the ~~for~~respective ~~these~~vesting ~~instruments~~periods of the option grant.

~~Reclassification~~Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.

~~Certain~~Loss ~~amounts~~per ~~from~~Common ~~prior periods have been reclassified to conform to the current period presentation.~~Share

~~F-8~~Basic earnings per share is computed by dividing the loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented.

~~NUGEN~~Diluted ~~HOLDINGS~~earnings per share are computed by dividing the loss available to common stockholders by all outstanding and potentially dilutive shares during the periods presented, unless ~~INC~~the effect is anti-dilutive.

~~NOTES~~Potentially TOdilutive ~~CONDENSED~~shares ~~CONSOLIDATED~~consist ~~FINANCIAL~~of ~~STATEMENTS~~the following:

AS OF JUNE 30, 2011

	December 31 2011 (UNAUDITED)		September 30, 2011
Employee options outstanding to purchase the Company’s common stock		2,500,000		2,500,000

Series B-Preferred Stock and PIK dividends that provides for the conversion to common stock of the Company on a one to one ratio		1,772,153		1,647,967

Series B-Warrants that can be converted to shares of common stock		347,780		325,556

Bridge Notes payable - Warrants that can be converted to shares of common stock		24,500		-

Conversion of notes		402,989		388,889

Total potentially dilutive shares		5,047,422		4,862,412

~~(UNAUDITED)~~F-8

~~NOTE~~NUGEN BHOLDINGS, ~~– GOING CONCERN~~INC.

AsNOTES ~~reflected~~TO inCONDENSED ~~the~~CONSOLIDATED accompanying unaudited condensed financial statements, the Company has an accumulated deficit of $5,834,628, a net loss of $1,302,339 for the nine months ended June 30, 2011 and negative cash flows from operations of $1,200,203 for the nine months ending June 30, 2011. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate additional revenues from operations, raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional revenues and funding, and to implement its strategic plans provide the opportunity for the Company to continue as a going concern. There can be no assurance that the Company will be able to raise such funds if and when it wishes to do so or on terms acceptable to us. This raises substantial doubt about our ability to continue as a going concern. Specifically, in the event that the Company is not successful at raising capital to a level sufficient to pay its expenditures, the Company will have to reduce administrative overhead and reduce marketing and public relations expenditures. If the Company is unable to cut expenses, earn profits or raise additional debt or equity capital the Company will have to discontinue operations.FINANCIAL STATEMENTS

~~NOTE~~AS COF –DECEMBER ~~DEBT~~31, 2011

~~Long-term~~These ~~debt~~options, ~~consists~~warrants and convertible shares have not been included in the weighted average number of: shares as their effect would have been anti-dilutive.

	June 30, 2011		September 30, 2010
	(UNAUDITED)
Promissory note dated August 23, 2007	$	596,108	$	596,108
Other		16,478		21,236
		612,586		617,344
Less: current portion		11,799		13,428
Total long term debt	$	600,787	$	603,916

Fair Value of Financial Instruments

~~Pursuant~~The tocarrying ~~the~~amounts ~~Promissory Note dated as~~ of ~~August 23, 2007~~ the Company ~~accrues interest on the loan at the rate of 6% per annum. Quarterly payments are made based on a formula that multiplies the revenue of NuGen~~’s financial ~~gross~~instruments ~~revenues~~including byaccounts ~~2% for calendar year 2007~~receivable, 3%accounts ~~for~~payable ~~calendar~~and ~~year~~accrued ~~2008~~expenses, 4%customer ~~for calendar year 2009~~deposits, 5%accounts ~~for calendar year 2010~~ payable and 6%accrued ~~for~~expenses-related ~~calendar~~parties, ~~year~~notes ~~2011~~payable and ~~for~~convertible ~~all~~notes ~~subsequent years until the loan is paid in full. In all years NuGen is required to pay a minimum of $7,500 per quarter~~ and ~~any~~bridge ~~payment~~note ~~made~~agreements ~~that~~approximate ~~exceeds~~fair ~~the~~value ~~amount that would be~~ due to ~~under~~ the ~~formula~~relatively ~~shall~~short beperiod ~~treated~~to asmaturity anfor ~~advance~~these ~~against subsequent quarterly amounts due in excess of the $7,500 minimum payment~~instruments.

~~F-9~~Recent Accounting Pronouncements

~~NUGEN~~ASU ~~HOLDINGS~~No. 2011-03; Reconsideration of Effective Control for Repurchase Agreements. In April, ~~INC~~2011, the FASB issued ASU No. 2011-03. The amendments in this ASU remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The amendments in this ASU also eliminate the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets.

~~NOTES~~The TOguidance ~~CONDENSED~~in ~~CONSOLIDATED~~this ~~FINANCIAL~~ASU ~~STATEMENTS~~is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

ASASU OFNo. ~~JUNE~~2011-04; 30Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. In May, 2011, the FASB issued ASU No. 2011-04. The amendments in this ASU generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs. The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted.

~~(UNAUDITED)~~The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

AsASU ofNo. ~~June~~2011-05; 30Amendments to Topic 220, Comprehensive Income. In June, 2011, nothe ~~payments~~FASB ofissued ~~principal~~ASU ~~have~~No. ~~been~~2011-05. ~~made~~Under asthe ~~NuGen’s~~amendments ~~quarterly~~in ~~revenues~~this ASU, ~~multiplied~~an byentity has the ~~appropriate~~option ~~percentage,~~to ~~have~~present ~~not~~the total ~~exceeded~~of comprehensive income, the $7components of net income,~~500~~ ~~minimum~~and ~~payment.~~the ~~The~~components ~~payments~~of ~~made~~other ~~have~~comprehensive ~~gone~~income ~~towards~~either ~~accrued~~in ~~interest~~a ~~only~~single continuous statement of comprehensive income or in two separate but consecutive statements. ~~Additionally~~In both choices, ~~further~~an ~~revenue~~entity ~~contingent~~is ~~payments~~required to ~~may~~present beeach ~~owed~~component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the ~~future~~items ~~(see~~that ~~Note~~must Ebe –reported ~~Commitments~~in ~~and~~other ~~Contingencies~~comprehensive –income ~~below)~~or when an item of other comprehensive income must be reclassified to net income.

~~Convertible~~The ~~promissory~~amendments ~~notes~~in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. Due to the recency of this pronouncement, the Company is evaluating its timing of adoption of ASU 2011-05, but will adopt the ASU retrospectively by the due date.

On October 22, 2010, the Company entered into subscription agreements with two accredited investors pursuant to which the Company issued 3% convertible promissory notes (the “Notes”) in the aggregate principal amount of $70,000 which is included on the Company’s Balance Sheet under convertible notes.F-9

~~The~~NUGEN ~~Notes were offered and sold in reliance on the exemption from registration afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933~~HOLDINGS, ~~as amended~~INC. The Notes have a one-year term and are convertible by the Company into Common Stock at a price of $0.18 per share, subject to adjustment if the Company effects a stock split or issues a stock dividend. If the Company effects a merger, sale of all or substantially all of its assets or any person acquires 50% of its stock, then the Note will be convertible into such number and kind of shares as would have been issuable on account of such transaction. The Company may prepay all or a portion of the outstanding principal and interest under the Notes upon 3 business days’ notice and may repay any accrued interest in cash or additional shares of Common Stock. The amount due under the Notes will become immediately due and payable if the Company fails to pay unpaid principal on the maturity date which failure continues for 10 days, any representation or warranty made by the Company is false, incorrect, incomplete or misleading, or the Company dissolves, liquidates, ceases operations, is unable to pay its debts when due, a receiver or trustee is appointed or bankruptcy proceedings are instituted

~~NOTE~~NOTES DTO -CONDENSED ~~RELATED~~CONSOLIDATED ~~PARTY TRANSACTIONS~~FINANCIAL STATEMENTS

~~Related~~AS ~~Parties~~OF DECEMBER 31, 2011

On ~~December~~September 515, ~~2010~~2011, ~~and~~the ~~March~~FASB ~~30,~~issued ASU 2011-08, aIntangibles ~~foreign~~– ~~investor~~Goodwill ~~entered~~and ~~into~~Other, awhich ~~subscription~~simplifies ~~agreement~~how ~~with~~an ~~the~~entity ~~Company~~is ~~pursuant~~required to ~~which,~~test ~~among~~goodwill ~~other~~for ~~things,~~impairment. ~~the~~This ASU ~~Company~~would ~~issued~~allow an ~~aggregate~~entity ofto ~~412,500~~first ~~shares~~assess ~~and~~qualitative ~~312,500~~factors ~~shares~~to ofdetermine ~~its~~whether ~~common~~it ~~stock~~is atnecessary ato ~~purchase~~perform ~~price~~the oftwo-step ~~$0.16~~quantitative goodwill ~~per~~impairment ~~share,~~test. ~~for~~Under ~~total~~the ~~cash~~ASU, ~~proceeds~~an ofentity ~~$116,000.~~would ~~The~~not ~~proceeds~~be ~~were~~required ~~received~~to bycalculate the ~~Company~~fair invalue ~~December~~of ~~2010~~a ~~and~~reporting ~~March~~unit ~~2011.~~unless the ~~Such~~entity ~~issuances~~determines, ~~were~~based ~~made in reliance~~ on ana ~~exemption~~qualitative ~~from~~assessment, ~~registration~~that ~~under~~it ~~Regulation~~is Smore ~~promulgated~~likely ~~under~~than ~~the~~not ~~Securities~~that ~~Act.~~its ~~Pursuant~~fair tovalue ~~the~~is ~~Subscription~~less ~~Agreements~~than ~~the~~its carrying ~~investor~~amount. ~~executed~~The ~~and~~ASU ~~delivered~~includes toa ~~the~~number ~~Company~~of ~~(i)~~factors anto ~~irrevocable~~consider ~~proxy~~in ~~appointing~~conducting the ~~Company’s~~qualitative ~~Chief~~assessment. The ~~Executive~~ASU is ~~Officer~~effective asfor ~~her~~annual ~~proxy~~and tointerim ~~vote~~goodwill ~~her~~impairment ~~shares~~tests ~~and~~performed ~~(ii)~~for afiscal ~~lock-up~~years ~~agreement~~beginning ~~pursuant~~after toDecember 15, ~~which~~2011. Early adoption ~~the~~is ~~investor~~permitted. ~~agreed~~This ~~not~~standard tois ~~transfer,~~not ~~dispose~~expected ofto orhave ~~encumber~~a ~~any~~material ofimpact on the Company’s ~~securities~~reported ~~for~~results aof ~~nine-month~~operations or ~~period~~financial position.

At June 30, 2011, the Company had Accounts payable and accrued expenses - related parties of $273,374 which includes unpaid salaries, reimbursable travel expenses and miscellaneous fees and expenses owed to corporate officers of the Company.Reclassification

~~F-10~~Certain amounts from prior periods have been reclassified to conform to the current period presentation.

~~NUGEN~~NOTE ~~HOLDINGS,~~B ~~INC.~~– GOING CONCERN

~~NOTES~~As TOreflected ~~CONDENSED~~in ~~CONSOLIDATED~~the ~~FINANCIAL~~accompanying ~~STATEMENTS~~unaudited condensed financial statements, the Company has a working capital deficiency of $1,611,147, accumulated deficit of $6,735,296, net loss of $352,991 and negative cash flows from operations of $136,594 during the three months ended December 31, 2011. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate additional revenues from operations, raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional revenues and funding, and to implement its strategic plans provide the opportunity for the Company to continue as a going concern. There can be no assurance that the Company will be able to raise such funds if and when it wishes to do so or on terms acceptable to us. Specifically, in the event that the Company is not successful at raising capital to a level sufficient to pay its expenditures, the Company will have to reduce administrative overhead and reduce marketing and public relations expenditures. If the Company is unable to cut expenses to earn profits or raise additional debt or equity capital the Company will have to discontinue operations.

ASNOTE OFC ~~JUNE~~– ~~30, 2011~~DEBT

~~(UNAUDITED)~~Short-term debt consists of:

NOTE E - COMMITMENTS AND CONTINGENCIES

	December 31, 2011 (UNAUDITED)		September 30, 2011
Convertible notes	$	70,000	$	70,000

Demand note payable		3,500		-

Bridge notes payable		49,000		-

Total short-term debt	$	122,500	$	70,000

In August 2007, our subsidiary, NuGen Mobility entered into an asset purchase agreement pursuant to which it acquired substantially all of the assets, and specified liabilities of New Generation Motors Corporation, a Delaware corporation. The agreement requires the payment to New Generation Motors of $1,000,000 pursuant to a promissory note, which bears simple interest at the rate of six percent. The principal amount of this note was reduced to $596,108 by the application of $403,892 in credits. These credits consist of (i) an aggregate of $273,741 in operational loans made by our principal shareholders to New Generation Motors to allow them to continue operations prior to August 2007, (ii) $101,804 in customer deposits that they retained though we were responsible for fulfilling such customer orders, and (iii) $29,068 in amounts we agreed to pay to New Generation Motors’s landlord for back rent.F-10

~~The~~NUGEN ~~principal and interest on the loan is to be repaid~~HOLDINGS, ~~on a quarterly basis, until all amounts due thereon have been paid~~INC. The amount of each payment is equal to the greater of (i) $7,500 and (ii) the product obtained by multiplying our Gross Revenues (as defined) for the quarter by the applicable percentage rate. The applicable percentage rate increases by one percentage point per year beginning at 2% for 2007 increasing to 6% for 2011 and all subsequent years. The payment is first applied to the accrued interest on the loan and the remainder, if any, to the principal amount owed. As of the date hereof, an aggregate of $82,500 has been paid (11 quarterly payments of $7,500 per quarter) and all of the payments have been applied to accrued interest. Accordingly, the principal balance of the loan has been $596,108 since August 2007.

InNOTES ~~addition,~~TO ifCONDENSED ~~prior~~CONSOLIDATED to July 13, 2014 we have paid this note in full, we are also required to pay until July 13, 2014, on a quarterly basis, the product obtained by multiplying 2.5% by the Gross Revenues in the applicable quarter. Gross Revenues is defined as (i) all fees and other revenue that NuGen Mobility receives from any source, (ii) the then-current fair market value of (x) the assets purchased from New Generation Motors, or (y) the business (as a going concern) or portion thereof sold or otherwise transferred to our affiliate, and (iii) the proceeds from the sale or other disposition by NuGen Mobility to any other third party of all or any portion of (x) the assets and/or (y) the business as a going concern. To date, we have not been required to make any such payments.FINANCIAL STATEMENTS

InAS ~~connection~~OF ~~with~~DECEMBER ~~this transaction~~31, ~~NuGen~~ also agreed to assume the commitment, entered into by New Generation Motors, for a conditional grant of $700,000 from an Indian export bank, which will be paid back through a 2% royalty on the license agreement until $1,400,000 is paid back. Additionally, the Indian export bank also provided a loan of $500,000 to New Generation Motors. In connection with this asset purchase agreement, NuGen Mobility assumed this $500,000 loan on the condition that the loan would be converted to a conditional grant (similar to the $700,000 conditional grant) and has agreed to make payments to New Generation Motors based on the conditional grant terms in the asset purchase Agreement. New Generation Motors reached such agreement with the Indian export bank but New Generation Motors and such bank never ratified such agreement. As such the Company did not assume the loan and the loan agreement remains between the Indian export bank and New Generation Motors. As of June 30, 2011 ~~no payments are owed to New Generation Motors, as the Indian manufacturer is not actively marketing the product at present and no payments are required until sales from this product are generated.~~

AsConvertible part of the asset purchase agreement in August 2007, NuGen also agreed to assume the commitment, entered into by New Generation Motors, for a conditional grant of $700,000 from an Indian export bank, which is only required to be paid back once the Indian manufacturer begins paying licensing fees. NuGen does not have a written assignment from the Indian export bank regarding its assumption of this commitment. NuGen will then be obligated to pay the Indian export bank a royalty received from the Indian manufacturer until $1,400,000 is repaid based on a schedule in the agreement. Since the dates provided for in the schedule to the agreement have passed, the agreement provides that if the actual sales deviate substantially, the royalty schedule will have to be changed. To date, the parties have not updated the schedule of royalty payments. Additionally, the Indian export bank also provided a loan of $500,000 to New Generation Motors. In connection with this asset purchase agreement, NuGen assumed this $500,000 loan on the condition that the loan would be converted to a conditional grant (similar to the $700,000 conditional grant). In 2006, both New Generation Motors and the Indian export bank agreed to convert this second $500,000 loan to a conditional grant under the same terms and conditions as the previous agreement. However the Agreement was never signed and NuGen has treated the amount as a conditional grant due to New Generation Motors in accordance with the terms of the asset purchase agreement. Currently, no demand has been made to NuGen for payment; accordingly, it is not reflected as a liability on the Company’s balance sheet but rather it is included under “Commitments and Contingencies”. As of June 30, 2011 no payments are owed to the Indian export bank, as the Indian manufacturer is not actively marketing the product at present and no payments are required until sales from this product are generated.notes

~~F-11~~On October 22, 2010, the Company entered into subscription agreements with two accredited investors pursuant to which the Company issued 3% convertible promissory notes (the “Notes”) in the aggregate principal amount of $70,000 which is included on the Company’s Balance Sheet under convertible notes.

~~NUGEN~~The ~~HOLDINGS~~Notes were offered and sold in reliance on the exemption from registration afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, ~~INC~~as amended. The Notes have a one-year term and are convertible by the Company into Common Stock at a price of $0.18 per share, subject to adjustment if the Company effects a stock split or issues a stock dividend. If the Company effects a merger, sale of all or substantially all of its assets or any person acquires 50% of its stock, then the Note will be convertible into such number and kind of shares as would have been issuable on account of such transaction. The Company may prepay all or a portion of the outstanding principal and interest under the Notes upon 3 business days’ notice and may repay any accrued interest in cash or additional shares of Common Stock. The amount due under the Notes will become immediately due and payable if the Company fails to pay unpaid principal on the maturity date which failure continues for 10 days, any representation or warranty made by the Company is false, incorrect, incomplete or misleading, or the Company dissolves, liquidates, ceases operations, is unable to pay its debts when due, a receiver or trustee is appointed or bankruptcy proceedings are instituted.

~~NOTES~~As TOof ~~CONDENSED~~December ~~CONSOLIDATED~~31, ~~FINANCIAL~~2011, ~~STATEMENTS~~the Company was in default of these agreements because it did not convert the promissory notes and accrued interest into common stock or repay the debt within the one year period. One note in the amount of $50,000 plus accrued interest was renewed on January 6, 2012 for an additional one year term expiring January 6, 2013 under the same terms and conditions as provided for in the previous note agreement. One note in the amount of $20,000 plus accrued interest was converted to 115,138 shares of common stock on January 31, 2012.

ASDemand OFnote ~~JUNE 30, 2011~~payable

~~(UNAUDITED)~~On December 12, 2011, the Company entered into an unsecured demand loan agreement in the amount of $3,500 with an “accredited investor.” Interest accrues on this loan at a rate of 10% per annum and is as payable upon demand.

~~Lease~~Bridge ~~Commitments~~notes payable

On ~~October~~November 725, ~~2010,~~2011 ~~the~~and ~~Company’s~~December ~~wholly~~29, ~~owned subsidiary~~2011, the ~~NuGen~~Company ~~Mobility Inc.~~ entered into a ~~three~~Bridge ~~year~~Note ~~lease~~Payable ~~for~~Agreement awith ~~combined~~two ~~office~~related /parties ~~warehouse~~and ~~space~~one in“accredited ~~the~~investor” ~~same~~totaling $49,000. ~~building~~Interest ~~complex~~is aspayable ~~the~~at ~~Company’s~~an ~~current~~annual ~~space~~rate 20%. The ~~rent,~~full ~~which~~amount ~~commenced~~of ~~effective~~principle ~~December~~and 1,interest ~~2010,~~ is ~~approximately~~due ~~$5,595~~180 ~~per~~days ~~month~~from ~~and~~date ~~increases~~of byexecution. In 3%addition, onthese ~~each~~investors ~~anniversary~~will ~~date~~receive ofwarrants ~~the~~to ~~lease.~~acquire Wethe ~~also~~Company’s ~~entered~~common ~~into~~stock at a ~~one-year~~strike ~~lease~~price ~~commencing~~of ~~October~~$0.20 1,per ~~2010~~common stock ~~for~~share ~~our~~equivalent ~~current~~to ~~space~~10% of ~~approximately~~the ~~6,500~~then ~~square~~outstanding ~~feet,~~Principal amount of the Note for aevery ~~monthly~~ninety ~~rental~~(90) day period and or portion thereof from date of ~~$4,860.~~Note ~~Rental~~until ~~expense~~the ~~for~~principal of the ~~nine~~Note ~~months~~is ~~ended~~paid ~~June~~in ~~30,~~full. ~~2011~~These ~~and~~warrants ~~2010~~were ~~was~~valued ~~$95,466~~using Black-Scholes option-pricing model and ~~$61,478~~amortized ~~respectively~~over the life of the notes.

~~Employment Agreements~~F-11

~~During~~NUGEN ~~the quarter ending June 30~~HOLDINGS, 2010, we entered into employment agreements with our Executive Chairman and Chief Executive Officer (CEO), our Chief Financial Officer (CFO) and our Vice President of Engineering and Programs (VP Engineering)INC. The agreements, for the CEO, VP Engineering and CFO, provide for annual salaries, of $180,000, $160,000 and $120,000 respectively; signing bonuses of $30,000, $20,000 and $10,000 respectively; and, grants of options to purchase 900,000, 400,000 and 150,000 shares of our common stock, respectively. The shares subject to the options for the CEO and CFO have an exercise price of $0.45 per share and vest pro ratably in 24 equal monthly installments as of the last day of each month commencing February 28, 2010. The shares subject to the options for the VP Engineering are at an exercise price of $0.15 per share and vest pro ratably in 24 equal monthly installments as of the last day of each month commencing February 28, 2010, which option may be exercised on a cashless basis and may be exercised until February 29, 2012. Generally, options to acquire 100,000 shares may be exercised on a cumulative basis during the two weeks preceding August 31, 2010, February 28, 2011, August 31, 2011, and February 29, 2012 subject to accelerated exercise upon a change in control as provided therein and the right to exercise his remaining option in the event of the termination of his employment.

OnNOTES ~~June~~TO ~~30,~~CONDENSED ~~2011,~~CONSOLIDATED Alan Pritzker tendered his resignation as the Chief Financial Officer of the Company. The Board of Directors of the Company appointed Marshall G. Webb as Chief Financial Officer, effective upon Mr. Pritzker’s resignation. The Company entered into a one-year employment agreement, dated July 1, 2011 with Marshall G. Webb pursuant to which Mr. Webb will be employed as a senior executive officer of the Company and, immediately upon Mr. Pritzker’s resignation, will serve as the Company’s Chief Financial Officer. The Employment Agreement will automatically renew for additional one-year terms unless either party notifies the other of its desire not to renew the Employment Agreement within 90 days of the expiration of the then current term. Mr. Webb will be entitled to a base salary of $120,000 per annum, which the board of directors may periodically increase but not decrease, and an annual bonus at the discretion of the Board, currently anticipated at 25% of Mr. Webb’s base salary. Mr. Webb will be paid a special bonus of $15,000 for each $1,000,000 raised or 1.5% of any amount raised less than $1,000,000 raised following the current Series B financing effort underway. The Employment Agreement also provides for the grant of a ten-year option to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.45 per share which will vest as to 125,000 shares upon the execution of the Agreement (July 1, 2011) and as to the balance ratably over a 12-month period beginning on July 31, 2011. All options will immediately vest and become exercisable upon a change of control, sale of substantially all of the Company’s assets, a merger in which the Company is not the surviving company, the Company replaces Mr. Webb for other than cause, or Mr. Webb is replaced by Series B investors. The option will immediately terminate if Mr. Webb is terminated for cause and in 90 days if Mr. Webb resigns other than for good reason.FINANCIAL STATEMENTS

~~Concentration~~AS ofOF ~~Credit~~DECEMBER ~~Risk~~31, 2011

WeLong-term ~~have~~debt ~~historically~~consists ~~derived significant revenue from a few key customers. Accounts receivable, net from two customers totaled $324,235 at June 30, 2011 which was 84%~~ of accounts receivable, net at June 30, 2011. Revenue from two customers totaled $897,256 for the nine months ended June 30, 2011 which was 79 percent of our nine months total ending June 30, 2011 revenues.:

F-12

	December 31, 2011 (UNAUDITED)		September 30, 2011
Promissory note dated August 23, 2007	$	596,108	$	596,108

Other		22,985		26,010

		619,093		622,118

Less: current portion		608,722		609,082

Total long-term debt	$	10,371	$	13,036

~~NUGEN~~Pursuant ~~HOLDINGS~~to the Promissory Note dated August 23, ~~INC~~2007, the Company accrues interest on the loan at the rate of 6% per annum. Quarterly payments are made based on a formula that multiplies the revenue of NuGen’s gross revenues by 2% for calendar year 2007, 3% for calendar year 2008, 4% for calendar year 2009, 5% for calendar year 2010 and 6% for calendar year 2011 and for all subsequent years until the loan is paid in full. In all years NuGen is required to pay a minimum of $7,500 per quarter and any payment made that exceeds the amount that would be due under the formula shall be treated as an advance against subsequent quarterly amounts due in excess of the $7,500 minimum payment.

~~NOTES~~As TOof ~~CONDENSED~~December ~~CONSOLIDATED~~31, ~~FINANCIAL~~2011 ~~STATEMENTS~~and September 30, 2011, no payments of principal have been made as NuGen’s quarterly revenues, multiplied by the appropriate percentage and reduced by advanced payments have not exceeded the $7,500 minimum payment The payments made have gone towards accrued interest only. Additionally, further revenue contingent payments may be owed, in the future (see Note E – Commitments and Contingencies below).

ASThe OFCompany ~~JUNE~~is 30delinquent in its quarterly payments due August 15, 2011 and November 15, 2011. On January 6, 2012, New Generation Motors granted a waiver to defer these quarterly payments until March 7, 2012.

~~(UNAUDITED)~~In November 2007, the Company purchased computer equipment and issued a four year note payable, included in “Other” on the above table. The balance due at December 31, 2011 and September 30, 2011 amounted to $0 and $272, respectively. The Company accrues interest on this loan at the rate of 18.45% per annum and makes monthly fixed payments of interest and principal.

~~NOTE~~In FAugust –2010, ~~STOCKHOLDERS’~~the ~~EQUITY~~Company ~~(DEFICIT)~~purchased computer equipment and issued a three year note payable, included in “Other” on the above table. The balance due at December 31, 2011 and September 30, 2011 amounted to $6,474 and $7,548, respectively. The Company accrues interest on this loan at the rate of 0.38% per annum and makes monthly fixed payments of interest and principal.

~~Private~~In ~~Offerings~~October 2010, the Company converted certain past due amounts for rent pursuant to the Asset Purchase Agreement dated August 23, 2007 and certain other past due rent, charges and late fees owed to the landlord incurred after August 23, 2007 to a term loan and is included in “Other” on the above table. The balance due at December 31, 2011 and September 30, 2011amounted to $16,511 and$18,190, respectively. The Company accrues interest on this loan at the rate of 9.22% per annum and makes monthly fixed payments of interest and principal.

On December 5, 2010 and March 30, 2011, the Company entered into subscription agreements (the “Subscription Agreements”) with an “accredited investor” pursuant to which the Company issued an aggregate of 412,500 shares and 312,500 shares, respectively, of common stock at a purchase price of $0.16 per share, for aggregate gross proceeds of $66,000 and $50,000 respectively. Such issuances were made in reliance on an exemption from registration under Regulation D and/or S promulgated under the Securities Act. The investor also executed and delivered to the Company (i) an irrevocable proxy appointing the Company’s Chief Executive Officer, as her proxy to vote her shares, and (ii) a lockF-~~up agreement pursuant to which the investor agreed not to transfer, dispose of or encumber any of the Company’s securities for a nine-month period.~~12

OnNUGEN ~~October 22~~HOLDINGS, 2010, the Company entered into subscription agreements with two accredited investors pursuant to which the Company issued 3% convertible promissory notes (the “Notes”) in the aggregate principal amount of $70,000INC. ~~The Notes were offered and sold in reliance on the exemption from registration afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.~~

~~The~~NOTES ~~Notes~~TO ~~have~~CONDENSED aCONSOLIDATED one-year term and are convertible by the Company into Common Stock at a price of $0.18 per share, subject to adjustment if the Company effects a stock split or issues a stock dividend. If the Company effects a merger, sale of all or substantially all of its assets or any person acquires 50% of its stock, then the Note will be convertible into such number and kind of shares as would have been issuable on account of such transaction. The Company may prepay all or a portion of the outstanding principal and interest under the Notes upon 3 business days’ notice and may repay any accrued interest in cash or additional shares of Common Stock. The amount due under the Notes will become immediately due and payable if the Company fails to pay unpaid principal on the maturity date which failure continues for 10 days, any representation or warranty made by the Company is false, incorrect, incomplete or misleading, or the Company dissolves, liquidates, ceases operations, is unable to pay its debts when due, a receiver or trustee is appointed or bankruptcy proceeding are instituted.FINANCIAL STATEMENTS

~~Preferred~~AS ~~Stock~~OF DECEMBER 31, 2011

~~Class~~NOTE AD ~~Preferred~~- ~~Stock~~RELATED PARTY TRANSACTIONS

~~The~~Related Company entered into an agreement with a representative of eleven accredited investors confirming that such investors have the right, but not the obligation, to purchase, in the aggregate, a minimum of $500,000 and a maximum of $700,000 of our Class A Preferred Stock (the “Preferred Stock”) at a price of $0.15 per share. On March 8, 2011, we entered into an option agreement (the “Option Agreement”) with such investors which replaced and superseded the prior agreement. The Option Agreement provides that the option to purchase the preferred stock terminates upon the earlier of (i) December 31, 2011, (ii) 180 days after the effective date of the Amended Registration Statement or (iii) if the Company demands that the investors exercise their option in the event that the Company enters into an agreement with respect to at least $2,500,000 at no less than $0.30 per share and the investors do not so exercise their right of first refusal to purchase such shares. We had also issued the representative of such investors one-year warrants to acquire 360,000 shares of our common stock at an exercise price of $0.001 per share; said person fully exercised his warrant on March 1, 2011. If the investors exercise their option to purchase the preferred stock, they will be entitled to convert said preferred stock at their option at any time into one share of common stock, subject to adjustment for issuances of securities to third parties at a price less than $0.15 per share on a “full-ratchet basis” (i.e., so that we shall issue, free of charge to each holder of such preferred stock, such additional shares of Preferred Stock so that the total number of shares held by the such holder equals that number that would have been issued at the lower price) during the 6 months following issuance and on a "weighted average" basis for 42 months following said 6-month period. The “weighted average” anti-dilution protection uses a formula that adjusts the rate at which preferred stock converts into common stock based upon (i) the amount of money previously raised by the Company and the price per share at which it was raised and (ii) the amount of money being raised by the Company in the subsequent dilutive financing and the price per share at which such new money is being raised. This weighted average price (which will always be lower than the original purchase price following a dilutive financing) is then divided into the original purchase price in order to determine the number of shares of common stock into which each share of preferred stock is then convertible, which will be greater than one. Thus, a new reduced conversion price for the preferred stock is obtained, which results in an increased conversion rate for the preferred stock when converting to common stock. So long as the investors hold at least 5% of our outstanding capital stock in the aggregate, the holders of the preferred stock will also have pre-emptive rights, subject to certain exemptions for issuances under option plans or to strategic investors under certain circumstances. The holders of the preferred stock will also have the right to designate one person to serve as a member of our board of directors until the effectiveness of this prospectus. If we would ever grant certain rights to shareholders holding a prescribed percentage of our stock, the holders of the preferred shares would have the right to accumulate their shareholdings to determine if they are entitled to such rights. For example, if we would ever provide that more than 70% of the holders of our shares could require us to file a registration statement on their behalf, the holders of the preferred shares could aggregate their holdings to be part of that group. The investors will also be entitled to warrants to purchase the amount of shares of common stock equal to 10% of the total value of the investment in the preferred stock. The exercise price of the common share to be provided for in the warrant, which expires 12 months after it is issued, is $0.001 per share. We have not yet filed a certificate of designation designating this Preferred Stock.Parties

FOn September 29, 2010, December 5, 2010 and March 30, 2011, the Company entered into subscription agreements with four foreign investors pursuant to which, among other things, the Company issued an aggregate of 6,225,000 shares of its common stock, par value $0.001 per share, at a purchase price of $0.16 per share, for total cash proceeds of $996,000 and paid offering costs of $5,645. Such issuances were made in reliance on an exemption from registration under Regulation S promulgated under the Securities Act. Pursuant to the Subscription Agreements each investor executed and delivered to the Company (i) an irrevocable proxy appointing the Company’s Chief Executive Officer as his proxy to vote his shares, and (ii) a lock-13up agreement pursuant to which each investor agreed not to transfer, dispose of or encumber any of the Company’s securities for a nine-month period.

~~NUGEN~~On ~~HOLDINGS~~October 28, ~~INC~~2011, the Company entered into a subscription agreement with one related party accredited investor pursuant to which we issued an aggregate of 111,111 Series B convertible preferred shares, par value $0.001 per share, at a purchase price of $0.18 per share, for gross proceeds of $20,000. This related investor also received two-year warrants to purchase common stock in an amount equal to 20% of the number of shares of Series B Preferred Stock purchased by the investor.

~~NOTES~~On TONovember ~~CONDENSED~~25, ~~CONSOLIDATED~~2011, ~~FINANCIAL~~the ~~STATEMENTS~~Company entered into bridge note payable agreements with two related parties totaling $29,000 (see Note C).

ASAt OFDecember ~~JUNE~~31, 2011 and September 30, 2011, the Company had accounts payable and accrued expenses - related parties of $497,705 and $408,272, respectively which includes unpaid salaries, reimbursable travel expenses and miscellaneous fees and expenses owed to corporate officers of the Company.

~~(UNAUDITED)~~NOTE E - COMMITMENTS AND CONTINGENCIES

IfIn ~~and~~August ~~when~~2007, our subsidiary, NuGen Mobility entered into an asset purchase agreement pursuant to which it acquired substantially all of the ~~preferred~~assets, ~~shares~~and ~~are~~specified ~~purchased~~liabilities of New Generation Motors Corporation, ~~each~~a ~~investor~~Delaware ~~will~~corporation. ~~also~~The ~~have~~agreement requires the ~~right~~payment ~~for~~to 18New ~~months~~Generation Motors of $1,000,000 pursuant to ~~purchase~~a ~~shares~~promissory ofnote, ~~common~~which ~~stock~~bears ~~from~~simple interest at the ~~Company’s~~rate ~~CEO~~of ~~for~~six anpercent. ~~exercise~~The ~~price~~principal amount of this note was reduced to $0596,108 by the application of $403,892 in credits.50 ~~per~~These ~~share~~credits consist of (i) an aggregate of $273,741 in operational loans made by our principal shareholders to New Generation Motors to allow them to continue operations prior to August 2007, (ii) $101,804 in customer deposits that they retained though we were responsible for fulfilling such customer orders, and (iii) $29,068 in amounts we agreed to pay to New Generation Motors’s landlord for back rent.

~~Series~~The Bprincipal ~~Preferred~~and ~~Stock~~interest on the loan is to be repaid, on a quarterly basis, until all amounts due thereon have been paid. The amount of each payment is equal to the greater of (i) $7,500 and (ii) the product obtained by multiplying our Gross Revenues (as defined) for the quarter by the applicable percentage rate. The applicable percentage rate increases by one percentage point per year beginning at 2% for 2007 increasing to 6% for 2011 and all subsequent years. The payment is first applied to the accrued interest on the loan and the remainder, if any, to the principal amount owed. As of the date hereof, an aggregate of $97,500 has been paid - 13 quarterly payments of $7,500 per quarter) and all of the payments have been applied to accrued interest. Accordingly, the principal balance of the loan has been $596,108 since August 2007.

~~The~~In ~~Company~~addition, isif ~~offering~~prior ato ~~maximum~~July of 13,~~888,889~~ ~~shares~~2014 ofwe ~~Series~~have paid Bthis ~~Preferred~~note ~~Stock~~in atfull, awe ~~purchase~~are ~~price~~also ofrequired ~~$0.18~~to ~~per~~pay ~~share~~until ~~and~~July 213,~~777~~ 2014,~~778~~ ~~Warrants;~~on ~~the~~a ~~investor~~quarterly isbasis, tothe ~~receive~~product ~~Warrants~~obtained ~~equal~~by ~~to 20~~multiplying 2.5% ofby the ~~number~~Gross ofRevenues ~~shares~~in ofthe ~~Preferred~~applicable ~~Stock purchased~~quarter. ~~Such~~ ~~issuances~~Gross ~~were~~Revenues ~~made~~is indefined ~~reliance~~as on(i) anall ~~exemption~~fees ~~from~~and ~~registration~~other ~~under~~revenue ~~the Securities Act,~~ that ~~the~~NuGen ~~Series~~Mobility receives Bfrom ~~Preferred~~any ~~Stock~~source, ~~will~~(ii) bethe ~~issued~~then(current onfair ~~the~~market ~~basis~~value of ~~the statutory exemption provided by Section 4~~(2x) of the ~~Securities~~assets ~~Act~~purchased orfrom ~~Regulation~~New DGeneration ~~promulgated~~Motors, ~~there~~or ~~under.~~(y) the ~~The~~business ~~Company~~(as ~~has~~a ~~entered~~going ~~into~~concern) ~~subscription~~or ~~agreements~~portion ~~with~~thereof ~~eight~~sold ~~accredited~~or ~~investors~~otherwise transferred to ~~purchase~~our anaffiliate, ~~aggregate~~and of(iii) ~~1,627,778~~the ~~Series~~proceeds Bfrom the ~~convertible~~sale ~~preferred~~or ~~shares,~~other ~~par~~disposition ~~value~~by ~~$0.001~~NuGen ~~per~~Mobility ~~share~~to atany aother ~~purchase~~third ~~price~~party of ~~$0.18~~all ~~per~~or ~~share,~~any ~~for~~portion ~~aggregate gross proceeds~~ of ~~$293,000. Each~~(x) ~~investor~~the ~~also~~assets ~~received~~and/or ~~two-year~~(y) ~~warrants~~the business toas ~~purchase~~a ingoing ~~the~~concern. ~~aggregate~~To ~~325~~date,~~556~~ ~~shares~~we ofhave ~~common~~not ~~stock,~~been ~~par~~required ~~value~~to ~~$0.001~~make ~~per~~any ~~share,~~such ~~of the Company~~payments.

The Company filed a Certificate of Designations, Preference and Rights of Series B Convertible Preferred Stock in Delaware. The Certificate of Designation provides for the conversion of the Series B Preferred Stock to common stock of the Company on a one to one ratio. Cumulative dividends will accrue at the rate of $0.0054 per annum to be paid annually in shares of Series B Preferred Stock with the first payment due on July 1, 2012. The Series B Preferred Stock has a liquidation preference over capital stock of the Company ranking junior to the Series B Preferred Stock. The Series B Preferred Stock will be junior and subordinate to the Series A preferred stock, if and when an option to purchase such Series A preferred stock is exercised and Series A preferred stock is issued by the Company. The Series B Preferred Stock holders have voting rights equal to the number of shares of common stock into which such Series B Preferred Stock are convertible. The Series B Preferred Stock will vote together as a single class on all matters. The initial conversion price of $0.18 is subject to adjustment in the event of dividends, distributions, stock splits, or other occurrences, as set forth and in accordance with the formula in the Certificate of Designation. Any Series B Preferred Stock outstanding on December 31, 2012 is mandatorily convertible into common stock. The Series B Preferred Stock holders also have registration rights with respect to the shares of common stock into which such Series B Preferred Stock are convertible.F-13

~~Valuation~~NUGEN ~~of Stock-Based Awards~~HOLDINGS, ~~Common Stock and Warrants~~INC.

~~Stock-Based~~NOTES ~~Compensation~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

WeAS ~~adopted~~OF ~~the~~DECEMBER ~~fair value method of accounting for our stock options granted to employees which requires us to measure the cost of employee services received in exchange for the stock options~~31, based on the grant date fair value of the award. The fair value of the awards is estimated using the Black-Scholes option-pricing model. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period which is generally two years.2011

WeAs ~~amortize~~part of the ~~fair~~asset ~~value~~purchase agreement in August 2007, NuGen also agreed to assume the commitment, entered into by New Generation Motors, for a conditional grant of ~~our~~$700,000 from ~~stock-~~an Indian export bank, which is only required to be paid back once the Indian manufacturer begins paying licensing fees. NuGen does not have a written assignment from the Indian export bank regarding its assumption of this commitment. NuGen will then be obligated to pay the Indian export bank a royalty received from the Indian manufacturer until $1,400,000 is repaid based ~~compensation~~on a schedule in the agreement. Since the dates provided for ~~equity~~in ~~awards~~the ~~granted~~schedule to the agreement have passed, the agreement provides that if the actual sales deviate substantially, the royalty schedule will have to be changed. To date, the parties have not updated the schedule of royalty payments. Additionally, the Indian export bank also provided a loan of $500,000 to New Generation Motors. In connection with this asset purchase agreement, NuGen assumed this $500,000 loan on the condition that the loan would be converted to a ~~straight-line~~conditional grant ~~basis~~(similar to the $700,000 ~~which~~conditional wegrant). ~~believe~~In ~~better~~2006, ~~reflects~~both New Generation Motors and the ~~level~~Indian export bank agreed to convert this second $500,000 loan to a conditional grant under the same terms and conditions as the previous agreement. However the Agreement was never signed and NuGen has treated the amount as a conditional grant due to New Generation Motors in accordance with the terms of ~~service~~the asset purchase agreement. Currently, no demand has been made to beNuGen ~~provided~~for bypayment; ~~our~~accordingly, ~~employees~~it ~~over~~is not reflected as a liability on the ~~vesting~~Company’s ~~period~~balance sheet but rather it is included under “Commitments and Contingencies”. As of December 31, 2011, no payments are owed to the ~~awards~~Indian export bank, as the Indian manufacturer is not actively marketing the product at present and no payments are required until sales from this product are generated.

~~The~~Lease ~~fair value of each new employee option awarded was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions.~~Commitments

FWe lease office/warehouse space located at 44645 Guilford Drive, Suite 201, Ashburn, Virginia under a one-14year operating lease agreement that expired on September 30, 2011. We are currently leasing this space on a month-to-month basis. Rent expense pursuant to this agreement for the three months ended December 31, 2011 and 2010 amounted to $18,627 and $19,214, respectively

~~NUGEN~~We ~~HOLDINGS~~lease office/warehouse space located at 21641 Beaumeade Circle, ~~INC~~Suite 314, Ashburn, Virginia under a three-year operating lease agreement that expires on October 31, 2013. Rent expense pursuant to this agreement for the three months December 31, 2011 and 2010 amounted to $17,493 and $17,839, respectively. The total future minimum lease rentals under this agreement are scheduled to be paid as follows:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Year ending December 31:
2012	$	69,676

2013		71,736
Total future minimum lease payments	$	141,412

ASOn OFDecember ~~JUNE~~2, 2011, we received a “Notice of Event of Default” from CIT Guilford Drive, LLC, our landlord through December 31, 2011. This notice requests that we pay our past due balance in the amount of $30,119.34 for past due rent for the period August 1, 2011 to December 31, 2011 for properties located at 44645 Gilford Drive, Suite 201, Ashburn, Virginia and 21641 Beaumeade Circle, Suite 314, Ashburn, Virginia within 10 days of receipt. We are in negotiations with CIT Guilford Drive, LLC and expect to reach a satisfactory settlement.

~~(UNAUDITED)~~On December 7, 2011, we received a “Notice to Pay or Quit” from DBT-Data Beaumeade Corporate Center LLC., our landlord from October 1, 2011. This notice requests that we pay our past due balance for the period October 1, 2011 to December 31, 2011 in the amount of $38,576.37 for past due rent for properties located at 44645 Gilford Drive, Suite 201, Ashburn, Virginia and 21641 Beaumeade Circle, Suite 314, Ashburn, Virginia within 10 days of receipt. We are in negotiations with DBT-Data Beaumeade Corporate Center LLC and expect to reach a satisfactory settlement.

	2011			2010
Risk-free interest rate		-	%		2.2	%
Expected term (in years)		-			2
Expected volatility		-	%		82	%
Dividend yield		-	%		0	%

F-14

~~The~~NUGEN ~~Black-Scholes option-pricing model requires inputs such as the risk-free interest rate~~HOLDINGS, ~~expected term and expected volatility~~INC. ~~Further, the forfeiture rate also affects the amount of aggregate compensation. These inputs are subjective and generally require significant judgment.~~

~~The~~NOTES ~~risk-free~~TO ~~interest~~CONDENSED ~~rate~~CONSOLIDATED that we use is based on the United States Treasury yield in effect at the time of grant for zero coupon United States Treasury notes with maturities approximating each grant’s expected life. Given our limited history with employee grants, we use the “simplified” method in estimating the expected term for our employee grants. The “simplified” method, as permitted by the SEC, is calculated as the average of the time-to-vesting and the contractual life of the options.FINANCIAL STATEMENTS

~~Our~~AS ~~expected~~OF ~~volatility~~DECEMBER ~~is derived from the historical volatilities of several unrelated public companies within industries related to our business~~31, including the automotive OEM and battery technology industries, because we have no trading history on our common stock. When making the selections of our peer companies within industries related to our business to be used in the volatility calculation, we also considered the stage of development, size and financial leverage of potential comparable companies. Our historical volatility is weighted based on certain qualitative factors and combined to produce a single volatility factor. We have not estimated our forfeiture rate as these are the first options granted by us after our merger in January 2010.2011

WeEmployment account for stock options issued to nonemployees also based on their estimated fair value determined using the Black-Scholes option-pricing model. However, the fair value of the equity awards granted to nonemployees is re-measured as the awards vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered.Agreements

~~Stock~~Effective July 1, 2011, we entered into employment agreement with Marshall G Webb to replace Alan Pritzker as our CFO. This agreement provides for an annual salary of $120,000 which the board of directors may periodically increase but not decrease, and an annual bonus at the discretion of the Board, currently anticipated at 25% of the base salary. Mr. Webb is entitled to a special bonus of $15,000 for each $1,000,000 raised or 1.5% of any amount raised less than $1,000,000 raised following the current Series B financing effort underway. Further, in the event CFO is directly involved in a Series B financing, a bonus calculated in the aforementioned manner, i.e., fifteen thousand US Dollars (US $15,000) for each one million US Dollars (US $1,000,000) raised, or one and one-~~based~~half ~~compensation~~percent ~~expense~~(1.5%) of any amount less than one million US Dollars (US $1,000,000) raised shall be paid. The Employment Agreement also provides for the grant ~~nine~~of ~~months~~a ~~ended~~ten-year ~~June~~option 30to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.45 per share which will vest as to 125,000 shares upon the execution of the Agreement (July 1, 2011) and ~~2010~~as ~~was~~to ~~$29~~the balance ratably over a 12-month period beginning on July 31,~~865~~ 2011. All options will immediately vest and ~~$16~~become exercisable upon a change of control,~~044~~ sale of substantially all of the Company’s assets, ~~respectively~~a merger in which the Company is not the surviving company, the Company replaces Mr. Webb for other than cause, or Mr. Webb is replaced by Series B investors. The option will immediately terminate if Mr. Webb is terminated for cause and in 90 days if Mr. Webb resigns other than for good reason.

~~Common~~In ~~Stock~~the ~~Valuation~~event Mr. Webb is terminated due to a material breach of the Employment Agreement which remains uncured for 30 days, the Company will be obligated to pay Mr. Webb’s base salary for three months from the date of termination. If the Company terminates Mr. Webb’s employment without cause, or Mr. Webb resigns for good reason, the Company will be obligated to pay Mr. Webb’s base salary for the longer of (i) the remaining term of the Employment Agreement or (ii) four months from the date of termination (“Termination Payments”) and any outstanding options will immediately vest and become exercisable. If Mr. Webb is terminated without cause or resigns for good reason, he will be entitled to a pro rata share of his annual bonus and to outplacement services for so long as he receives Termination Payments.

WePursuant ~~granted~~to ~~stock~~the ~~options~~Employment ~~with~~Agreement, ~~exercise~~Mr. ~~prices~~Webb agreed ~~equal~~not orto ~~greater~~compete ~~than~~with the ~~fair~~Company ~~value~~during ofhis ~~our~~term ~~common stock as determined at the date~~ of ~~grant~~employment byand ~~our~~any ~~Board~~period ofhe ~~Directors.~~is ~~Because~~receiving ~~there~~Termination ~~has~~Payments ~~been~~and nofor one ~~public~~year ~~market~~thereafter ~~for~~(“Non-Compete ~~our~~Period”) ~~common~~and ~~stock,~~not ~~our~~to ~~Board~~solicit ofor ~~Directors~~interfere ~~has~~with ~~determined~~ the ~~fair~~Company’s ~~value~~employees, ofcustomers, suppliers ~~our~~or ~~common~~other ~~stock~~business byrelationships ~~considering~~for atwelve ~~number~~months ofafter ~~objective~~the ~~and~~termination ~~subjective~~of ~~factors,~~his ~~including the following:~~employment.

•Unless ~~arm’s~~terminated ~~length~~for cause, ~~third~~Mr. Webb and his family will be entitled to continued life, medical, health and death insurance coverage during any Non-~~party~~Compete ~~sales~~Period ofbut ~~our~~only so ~~stock;~~long as Mr. Webb receives Termination Payments.

•Concentration ~~our~~of ~~operating~~Credit ~~and financial performance; and~~Risk

•Financial instruments that potentially subject the ~~lack~~Company to concentration of ~~liquidity~~credit risk consist principally of ~~our~~trade ~~capital~~receivables. ~~stock~~The risk in trade accounts receivable is mitigated by the credit worthiness of the companies comprising the Company’s customer base. At December 31, 2011, the Company does not believe it had any significant credit risks which are not provided for in the allowance for doubtful accounts.

~~F-15~~We derive significant revenues from a few key customers. Revenues in three months ended December 31, 2011 from one customer totaled $165,256 which was 90.0% of our 2011 revenues. Revenues for three months ended December 31, 2010 from one customer totaled $553,585 which was 80% of our 2010 revenues.

~~NUGEN HOLDINGS, INC.~~F-15

~~NOTES~~NUGEN TOHOLDINGS, ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~INC.

ASNOTES OFTO ~~JUNE~~CONDENSED ~~30,~~CONSOLIDATED ~~2011~~FINANCIAL STATEMENTS

~~(UNAUDITED)~~AS OF DECEMBER 31, 2011

~~Equity~~NOTE ~~Awards~~F – STOCKHOLDERS’ DEFICIT

On ~~February~~September 929, 2010, ~~pursuant~~December to5, ~~the~~ 2010 ~~Stock~~and March ~~Option~~30, ~~Plan~~2011, the Company ~~granted~~entered ~~options~~into tosubscription ~~acquire~~agreements an(the ~~aggregate~~“Subscription ofAgreements”) ~~2,000,000~~with ~~shares~~four of“accredited investors” ~~the~~pursuant ~~Company’s common stock~~ to ~~several~~which ~~executive~~the ~~officers~~Company ~~and~~issued ~~employees.~~5,500,000 ~~Subject~~shares, ~~to vesting~~412,500 ~~these~~shares ~~options~~and ~~are~~312,500 ~~exercisable~~shares, ~~during~~respectively, ~~the~~of ~~ten~~common stock ~~years from the grant date~~ at ana ~~exercise~~purchase price of $0.4516 per share., ~~The~~for ~~options~~gross ~~vest~~proceeds ~~pro~~of ~~rata~~$880,000, innet ~~24 equal monthly installments as~~ of ~~the~~offering ~~last~~costs ~~day~~ of ~~each~~$5,645, ~~fiscal month~~$66,000 ~~with~~and ~~the~~$50,000 respectively. ~~first~~Such ~~installment~~issuances ~~vesting~~were asmade ofin ~~January~~reliance 1,on ~~2010.~~an ~~All~~exemption offrom ~~the~~registration ~~options~~under ~~vest~~Regulation ~~immediately~~D ~~upon~~and/or aS ~~Change~~promulgated ofunder the ~~Control~~Securities ~~Event~~Act. ~~These~~The ~~options~~investor ~~terminate~~also ~~immediately~~executed ~~following~~and ~~the~~delivered ~~termination~~to ~~of such person’s employment with~~ the Company ~~for~~(i) ~~“Cause”~~an ~~(as~~irrevocable ~~defined~~proxy inappointing ~~such~~the ~~employee~~Company’s Chief ~~employment~~Executive ~~agreement~~Officer, ~~described~~as ~~above~~her ~~and~~proxy ~~other than Cause relating~~ to ~~the~~vote ~~employee’s~~her ~~material~~shares, ~~uncured~~and ~~breach~~(ii) ofa ~~his~~lock-up ~~employment~~ agreement inpursuant to which ~~case~~ the ~~options~~investor ~~terminate~~agreed innot to ~~accordance~~transfer, ~~with~~dispose ~~their~~of ~~stated~~or ~~term)~~encumber ~~and~~any ~~180~~of ~~days~~the ~~after~~Company’s ~~such~~securities ~~person voluntarily terminates his employment other than~~ for ~~“Good~~a ~~Reason”~~nine-month ~~(as defined in such person’s employment agreement)~~period.

On ~~February~~October 1122, 2010, the Company ~~granted~~entered aninto subscription ~~option~~agreements towith ~~acquire~~two anaccredited ~~aggregate~~investors ofpursuant ~~400,000~~to ~~shares~~which ofthe ~~its~~Company ~~common~~issued ~~stock~~3% toconvertible anpromissory ~~executive~~notes ~~officer~~(the “Notes”) ofin the ~~Company~~aggregate atprincipal anamount ~~exercise price~~ of $070,000.15 ~~per~~The ~~share,~~Notes ~~which~~were ~~option~~offered ~~may be exercised on a cashless basis~~ and ~~may~~sold bein ~~exercised~~reliance ~~until February 29, 2012. Generally, options to acquire 100,000 shares may be exercised~~ on ~~a cumulative basis during~~ the ~~two~~exemption from ~~weeks~~registration ~~preceding~~afforded ~~August~~by ~~31,~~Rule ~~2010,~~506 ~~February~~of ~~28,~~Regulation ~~2011,~~D ~~August~~promulgated ~~31,~~under ~~2011,~~Section ~~and~~4(2) ~~February~~of ~~29, 2012, subject to accelerated exercise upon a change in control and~~ the ~~right~~Securities toAct ~~exercise the remaining option in the event~~ of ~~the~~1933, ~~termination~~as ~~of employment~~amended.

The ~~following~~Notes ~~table~~have ~~summarizes stock~~a ~~option~~one-year ~~grants~~ term and are convertible by the Company into Common Stock at a price of $0.18 per share, subject to ~~employees~~adjustment if the Company effects a stock split or issues a stock dividend. If the Company effects a merger, sale of all or substantially all of its assets or any person acquires 50% of its stock, then the Note will be convertible into such number and ~~consultants~~kind ~~for~~of shares as would have been issuable on account of such transaction. The Company may prepay all or a portion of the ~~nine~~outstanding ~~months~~principal ~~ended~~and ~~June~~interest 30under the Notes upon 3 business days’ notice and may repay any accrued interest in cash or additional shares of Common Stock. The amount due under the Notes will become immediately due and payable if the Company fails to pay unpaid principal on the maturity date which failure continues for 10 days, ~~2011~~any representation or warranty made by the Company is false, ~~and~~incorrect, incomplete or misleading, or the ~~related~~Company ~~changes~~dissolves, liquidates, ~~during~~ceases ~~this~~operations, ~~period~~is ~~are~~unable ~~presented~~to ~~below~~pay its debts when due, a receiver or trustee is appointed or bankruptcy proceeding are instituted.

				Weighted
				Average
	Number of			Exercise
	Options			Price
Stock Options
Balance at September 30, 2010		2,400,000		$	0.40
Granted		-
Exercised		-
Forfeited		(43,750	)
Balance at June 30, 2011		2,356,250		$	0.40
Options Exercisable at June 30, 2011		1,679,167		$	0.40
Weighted Average Fair Value of Options Granted During 2011				$	0.00

At December 31, 2011, the Company was in default of these agreements because it did not convert the promissory notes and accrued interest into common stock or repay the debt within the one year period. One note in the amount of $50,000 plus accrued interest was renewed on January 6, 2012 for an additional one year term expiring January 6, 2013 under the same terms and conditions as provided for in the previous note agreement. One note in the amount of $20,000 plus accrued interest was converted to 115,138 shares of common stock on January 31, 2012.

OfDebt ~~the~~Conversion ~~total options granted, 1,679,167 are fully vested, exercisable and non-forfeitable.~~

~~The~~In ~~following~~connection ~~table~~with ~~summarizes~~the ~~information~~Merger, ~~about~~holders of an aggregate of $915,475 of outstanding indebtedness of NuGen converted their promissory notes (based on a $0.15 per share conversion price) into an aggregate of 6,103,167 shares of common stock ~~options~~(“Debt ~~for~~Conversion”). Included in this amount was $465,476 of indebtedness owed Ronald Takamura, brother of the ~~Company~~Chairman asand CEO and $57,938 of ~~June~~indebtedness 30owed to Four M International. Henry Toh, ~~2011:~~Vice Chairman of our board of directors and an officer of our company is an officer and director of Four M International.

Options Outstanding							Options Exercisable
Range of Exercise Price		Number Outstanding at June 30, 2011		Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable at June 30, 2011		Weighted Average Exercise Price
$	0.15		400,000	8.75 years	$	0.15		283,334	$	0.15
$	0.45		1,956,250	8.75 years	$	0.45		1,395,833	$	0.45

Preferred Stock

~~F-16~~The Company is authorized to issue up to 50,000,000 shares of preferred stock at $0.001 par value. As of December 31, 2011, no shares of Class A preferred stock have been issued; however, 1,738,889 shares of Series B Preferred Stock have been issued. Additional series of preferred stock may be designated and the related rights and preferences fixed by action of the Company’s Board of Directors.

~~NUGEN HOLDINGS, INC.~~F-16

~~NOTES~~NUGEN TOHOLDINGS, ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~INC.

ASNOTES OFTO ~~JUNE~~CONDENSED ~~30,~~CONSOLIDATED ~~2011~~FINANCIAL STATEMENTS

~~(UNAUDITED)~~AS OF DECEMBER 31, 2011

~~NOTE~~· GClass –A ~~SUBSEQUENT~~Preferred ~~EVENTS~~Stock

~~Alan~~The ~~Pritzker~~Company ~~tendered~~entered ~~his~~into ~~resignation~~an asagreement with a representative of eleven accredited investors confirming that such investors have the ~~Chief~~right, ~~Financial~~but ~~Officer~~not the obligation, to purchase, in the aggregate, a minimum of $500,000 and a maximum of $700,000 of our Class A Preferred Stock (the ~~Company~~“Preferred Stock”) onat ~~June~~a 30price of $0.15 per share. On March 8, 2011, we entered into an option agreement (the “Option Agreement”) with such investors which replaced and superseded the prior agreement. The ~~Board~~Option Agreement provides that the option to purchase the preferred stock terminates upon the earlier of ~~Directors~~(i) December 31, 2011, (ii) 180 days after the effective date of the Amended Registration Statement or (iii) if the Company ~~appointed~~demands ~~Marshall~~that Gthe investors exercise their option in the event that the Company enters into an agreement with respect to at least $2,500,000 at no less than $0.30 ~~Webb~~per asshare ~~Chief~~and ~~Financial~~the ~~Officer~~investors do not so exercise their right of first refusal to purchase such shares. We had also issued the representative of such investors one-year warrants to acquire 360,000 ~~effective~~shares ~~upon~~of Mrour common stock at an exercise price of $0.001 ~~Pritzker’s~~per ~~resignation~~share; said person fully exercised his warrant on ~~June~~March 301, 2011. ~~The~~If ~~Company~~the ~~entered~~investors exercise their option to purchase the preferred stock, they will be entitled to convert said preferred stock at their option at any time into one share of common stock, subject to adjustment for issuances of securities to third parties at a ~~one~~price less than $0.15 per share on a “full-~~year~~ratchet ~~employment agreement~~basis” (i.e., ~~dated~~so ~~July~~that 1we shall issue, ~~2011~~free ~~with~~of ~~Marshall~~charge Gto each holder of such preferred stock, such additional shares of Preferred Stock so that the total number of shares held by the such holder equals that number that would have been issued at the lower price) during the 6 months following issuance and on a "weighted average" basis for 42 months following said 6(month period. ~~Webb~~The ~~pursuant~~“weighted toaverage” anti-dilution protection uses a formula that adjusts the rate at which Mrpreferred stock converts into common stock based upon (i) the amount of money previously raised by the Company and the price per share at which it was raised and (ii) the amount of money being raised by the Company in the subsequent dilutive financing and the price per share at which such new money is being raised. ~~Webb~~This weighted average price (which will always be ~~employed~~lower asthan the original purchase price following a ~~senior~~dilutive ~~executive~~financing) ~~officer~~is ofthen divided into the ~~Company~~original purchase ~~and~~price in order to determine the number of shares of common stock into which each share of preferred stock is then convertible, which ~~immediately~~will ~~upon~~be Mrgreater than one. ~~Pritzker’s~~Thus, ~~resignation~~a new reduced conversion price for the preferred stock is obtained, ~~will~~which ~~serve~~results in an increased conversion rate for the preferred stock when converting to common stock. So long as the ~~Company’s~~investors ~~Chief~~hold ~~Financial~~at ~~Officer~~least 5% of our outstanding capital stock in the aggregate, the holders of the preferred stock will also have pre-emptive rights, subject to certain exemptions for issuances under option plans or to strategic investors under certain circumstances. The ~~Employment~~holders ~~Agreement~~of the preferred stock will also ~~automatically~~have ~~renew~~the ~~for~~right ~~additional~~to designate one~~-year~~ ~~terms~~person ~~unless~~to ~~either~~serve ~~party~~as ~~notifies~~a member of our board of directors until the ~~other~~effectiveness of ~~its~~this ~~desire~~prospectus. If ~~not~~we would ever grant certain rights to ~~renew~~shareholders holding a prescribed percentage of our stock, the ~~Employment~~holders ~~Agreement~~of ~~within~~the 90preferred shares ~~days~~would have the right to accumulate their shareholdings to determine if they are entitled to such rights. For example, if we would ever provide that more than 70% of the ~~expiration~~holders of our shares could require us to file a registration statement on their behalf, the ~~then~~holders ~~current~~of ~~term~~the preferred shares could aggregate their holdings to be part of that group. The investors will also be entitled to warrants to purchase the amount of shares of common stock equal to 10% of the total value of the investment in the preferred stock. The exercise price of the common share to be provided for in the warrant, which expires 12 months after it is issued, is $0.001 per share.

~~Under~~We ~~the~~have ~~Employment Agreement, Mr. Webb will be entitled to a base salary of $120,000 per annum, which the board of directors may periodically increase but~~ not ~~decrease,~~yet ~~and~~filed ~~an annual bonus at the discretion of the Board, currently anticipated at 25% of Mr. Webb’s base salary. Mr. Webb will be paid~~ a ~~special bonus~~ certificate of ~~$15,000~~designation ~~for~~designating ~~each~~this ~~$1,000,000~~Preferred ~~raised or 1~~Stock.5% of any amount raised less than $1,000,000 raised following the current Series B financing effort underway. The Employment Agreement also provides for the grant of a ten-year option to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.45 per share which will vest as to 125,000 shares upon the execution of the Agreement (July 1, 2011) and as to the balance ratably over a 12-month period beginning on July 31, 2011. All options will immediately vest and become exercisable upon a change of control, sale of substantially all of the Company’s assets, a merger in which the Company is not the surviving company, the Company replaces Mr. Webb for other than cause, or Mr. Webb is replaced by Series B investors. The option will immediately terminate if Mr. Webb is terminated for cause and in 90 days if Mr. Webb resigns other than for good reason.

OnIf ~~August~~and 5,when ~~2011,~~the ~~Henry~~preferred ~~Toh~~shares are purchased, aeach ~~corporate~~investor ~~officer,~~will ~~made~~also ahave ~~short~~the ~~term~~right ~~working~~for ~~capital~~18 ~~loan~~months to ~~the~~purchase ~~Company~~shares inof ~~the~~common ~~amount~~stock offrom ~~$20,000. The~~the ~~loan~~Company’s CEO isfor ~~non~~an ~~interest~~exercise ~~bearing~~price ~~and~~of is$0.50 ~~due~~per ~~on demand~~share.

~~F-17~~· Series B Preferred Stock

~~MANAGEMENT’S~~The ~~DISCUSSION~~Company ~~AND~~filed ~~ANALYSIS~~a OFCertificate ~~FINANCIAL~~of Designations, ~~CONDITION~~Preference ~~AND~~and ~~RESULTS~~Rights OFof ~~OPERATIONS~~Series B Convertible Preferred Stock in Delaware. The Certificate of Designation provides for the conversion of the Series B Preferred Stock to common stock of the Company on a one to one ratio. Cumulative dividends will accrue at the rate of $0.0054 per annum to be paid annually in shares of Series B Preferred Stock at a $.18 per share conversion rate with the first payment due on July 1, 2012. The Series B Preferred Stock has a liquidation preference over capital stock of the Company ranking junior to the Series B Preferred Stock. The Series B Preferred Stock will be junior and subordinate to the Series A preferred stock, if and when an option to purchase such Series A preferred stock is exercised and Series A preferred stock is issued by the Company. The Series B Preferred Stock holders have voting rights equal to the number of shares of common stock into which such Series B Preferred Stock are convertible. The Series B Preferred Stock will vote together as a single class on all matters. The initial conversion price of $0.18 is subject to adjustment in the event of dividends, distributions, stock splits, or other occurrences, as set forth and in accordance with the formula in the Certificate of Designation. Any Series B Preferred Stock outstanding on December 31, 2012 is mandatorily convertible into common stock. The Series B Preferred Stock holders also have registration rights with respect to the shares of common stock into which such Series B Preferred Stock are convertible.

~~Forward~~F-~~Looking Statements~~17

~~The~~NUGEN following discussion includes statements that are forward-looking in nature. Whether such statements ultimately prove to be accurate depends upon a variety of factors that may affect our business and operations. Certain of these factors are discussed in this report and in our Annual Report on Form 10-K for the year ended September 30HOLDINGS, ~~2010~~INC. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as “anticipate,” “could,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “intend,” “plan,” “envision,” “continue,” target,” “contemplate,” or “will” and similar words or phrases or corporate terminology. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control.

~~Some~~NOTES ofTO ~~the~~CONDENSED ~~factors~~CONSOLIDATED ~~that could affect our financial performance, cause actual results to differ from our estimates or underlie such forward-looking statements include, but are not limited to:~~FINANCIAL STATEMENTS

·AS ~~general~~OF ~~economic~~DECEMBER ~~conditions~~31, 2011

·The ~~our~~Company ~~ability~~is tooffering ~~evaluate~~a ~~and~~maximum of ~~predict~~13,888,889 ~~our~~shares ~~future~~of ~~operations~~Series B Preferred Stock at a purchase price of $0.18 per share and ~~expenses~~2,777,778 Warrants; the investor is to receive Warrants equal to 20% of the number of shares of Preferred Stock purchased. Such issuances were made in reliance on an exemption from registration under the Securities Act, which the Series B Preferred Stock will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated there under. The Company has entered into subscription agreements with nine accredited investors to purchase an aggregate of 1,738,889 Series B convertible preferred shares, par value $0.001 per share at a purchase price of $0.18 per share, for aggregate gross proceeds of $313,000. Each investor also received two-year warrants to purchase in the aggregate 347,780 shares of common stock, par value $0.001 per share, of the Company. 111,111 of these shares were issued to a related party in the amount of $20,000.

·Dividends accrued to the ~~possibility~~Series ofB Preferred ~~future~~Stock ~~product-related~~holders ~~liability~~for ~~claims~~the three months ended December 31, 2011 and 2011amounted to $5,987 and $0, respectively.

·Valuation ~~our~~of ~~future~~Stock-Based ~~capital~~Awards, ~~needs~~Common Stock and ~~our ability to obtain financing,~~Warrants

·Stock-Based ~~our ability to protect our intellectual property and trade secrets, both domestically and abroad,~~Compensation

·The ~~expenses~~fair ~~involved~~value of stock-based awards to officers and employees is calculated using the Black-Scholes option pricing model. The Black-Scholes model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. We adopted the fair value method of accounting for our stock options granted to employees which requires us to measure the cost of employee services received in ~~protecting~~exchange for the stock options, based on the grant date fair value of the award. The resulting cost is recognized on a straight-line basis, which we believe better reflects the level of service to be provided by our ~~intellectual~~employees ~~property~~over ~~and~~the ~~trade~~vesting ~~secrets~~period of the awards, which is generally two years.

·The ~~our~~Black-Scholes ~~ability~~option-pricing tomodel ~~attract~~requires inputs ~~and~~such ~~retain~~as ~~key~~the ~~management,~~risk-free ~~technical~~interest rate, ~~and~~expected ~~research~~term and ~~development~~expected ~~personnel~~volatility. Further, the forfeiture rate also affects the amount of aggregate compensation. These inputs are subjective and generally require significant judgment.

· ~~our~~The ~~ability~~risk-free tointerest ~~research~~rate ~~and~~that ~~develop~~we ~~new~~use ~~technology~~is ~~and~~based ~~design~~on ~~and~~the ~~manufacturing~~United ~~techniques,~~States Treasury yield in effect at the time of grant for zero coupon United States Treasury notes with maturities approximating each grant’s expected life.

· ~~technological~~The ~~advances,~~expected ~~technology~~term ~~for~~of ~~new~~options ~~and~~granted ~~competing~~is ~~products,~~calculated ~~and~~by ~~new~~using ~~design~~the ~~and~~SAB ~~manufacturing~~107 ~~techniques~~“simplified ~~developed~~method” of estimating the expected term which is derived by ~~our~~taking ~~competitors,~~the average of the time to vesting and the full term of the option.

· ~~anticipated~~Our ~~and~~expected ~~unanticipated~~volatility ~~trends~~is derived from the historical volatilities of several unrelated public companies within industries related to our business, including the automotive OEM and ~~conditions~~battery intechnology industries, because we have no trading history on our ~~industry~~common stock. When making the selections of our peer companies within industries related to our business to be used in the volatility calculation, we also considered the stage of development, size and financial leverage of potential comparable companies. Our historical volatility is weighted based on certain qualitative factors and combined to produce a single volatility factor.

· ~~our~~A ~~ability~~forfeiture torate ~~predict~~has ~~consumer~~not ~~preferences,~~been estimated as these are the first options granted by us after our merger in January 2010.

~~· changes in the costs of operation,~~F-18

·NUGEN ~~our ability to compete~~HOLDINGS, INC.

·NOTES ~~our~~TO ~~ability~~CONDENSED toCONSOLIDATED ~~manage growth and carry out growth strategies, including international expansion,~~FINANCIAL STATEMENTS

·AS ~~possible~~OF ~~necessity~~DECEMBER ~~of obtaining government approvals for both new and continuing operations~~31, 2011

·The ~~risks,~~fair ~~expenses~~values ~~and~~of ~~requirements~~all ~~involved~~stock inoptions ~~operating~~granted during inthe ~~various~~three ~~foreign~~months ~~markets~~ended ended December 31, ~~including~~2011 ~~India~~for ~~and~~the ~~China~~year ended September 30, 2011 were estimated on the date of grant using the following range of assumptions:

· exposure to foreign currency risk and interest rate risk,

	For the Three Months Ended December 31, 2011			For the Year Ended September 30, 2011
Risk(free interest rate)		.5	%		.5	%
Expected term (in years)		2			2
Expected volatility		72	%		72	%
Dividend yield		0	%		0	%

·We ~~possible~~account ~~foreign~~for ~~import~~stock ~~controls~~options ~~and~~issued ~~United~~to ~~States~~nonemployees also based on their estimated fair value determined using the Black-~~imposed~~Scholes ~~embargoes~~option-pricing model. However, the fair value of the equity awards granted to nonemployees is re-measured as the awards vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered.

·Stock-based ~~possible~~compensation ~~disruption~~expense infor ~~commercial~~the ~~activities~~years ended ~~due~~December ~~to terrorist activity~~31, ~~armed~~2011 ~~conflict~~ and ~~government~~2010 ~~instability~~was $10,322 and $9,955, respectively.

·Common ~~other~~Stock ~~factors set forth in this 10Q.~~Valuation

4We granted stock options with exercise prices equal or greater than the fair value of our common stock as determined at the date of grant by our Board of Directors. Because there has been no public market for our common stock, our Board of Directors has determined the fair value of our common stock by considering a number of objective and subjective factors, including the following:

~~You~~• ~~are~~arm’s ~~cautioned~~length, ~~not to place undue reliance on these forward~~third-~~looking~~party ~~statements.~~sales ~~We undertake no obligation to update or revise any forward-looking statements to reflect new information or the occurrence~~ of ~~unanticipated~~our ~~events or otherwise.~~stock;

~~Recent~~• ~~Developments~~our operating and financial performance; and

We• ~~currently generate revenue primarily from contract research and development services and may derive additional revenues in~~ the ~~future~~lack ~~from~~of ~~the~~liquidity ~~sale or license~~ of our ~~technology~~capital ~~to customers~~stock. Our technology is related to specialty electric drive engines and related components. This technology is currently being sold directly to OEMs pursuant to technical assistance agreements. The agreements generally provide for us to engineer our products to run in various platforms (e.g. vehicles, electric generators and motors). Our technology is used primarily to convert electrical power into mechanical power so that mechanical power can be used to propel a vehicle or run a generator. As our technology can be adapted for a particular application, our services utilizing our technology is customarily included in an engineering service component. Accordingly, the Company reflects its revenue in one line on its financial statements.

InEquity the nine months ended June 30, 2011, $761,644 of our revenues included sales to Hefei New Generation Electro-Motor System Co. Ltd. (“Hefei”). Of that amount, $411,106 was for the sale of a machine and related components and $350,538 for engineering services. Hefei may be a supplier of one of our electric motor systems to fulfill a potential order from Mahindra & Mahindra Ltd. (“Mahindra”).Awards

~~Our~~The ~~technical~~following ~~support~~tables ~~agreement~~summarize ~~with~~all ~~BSA~~stock ~~Motors~~option grants ofto ~~India,~~employees aand ~~subsidiary~~consultants ofat ~~the~~December ~~Murugappa~~31, ~~Group~~2011 ~~(“BSA Motors”) expired in September 2010~~ and the ~~contract~~related ~~work~~changes ~~under~~during ~~the~~these ~~agreement~~periods ~~was completed. We~~ are inpresented discussions with BSA Motors regarding entering into a new commercial contract for the next stage of work required. While we hope to enter into such an agreement with BSA Motors, there can be no assurances that we will be able to do so or that the terms of such agreement would be favorable or that BSA Motors would decide to continue to do business with our company.below:

Results of Operations

Stock Options	Number of Options		Weighted Average Exercise Price
Balance at September 30, 2011		2,500,000	$	0.40
Granted		-
Exercised		-
Forfeited		-
Balance at December 31, 2011		2,500,000	$	0.40

~~Comparison of Quarters ending June 30, 2011 and 2010~~F-19

~~REVENUES: Our~~NUGEN ~~sales increased by $83~~HOLDINGS,~~893~~ ~~to $134,019 for the fiscal quarter ended June 30, 2011 from $50,126 for the fiscal quarter ended June 30, 2010~~INC. For the fiscal quarter ended June 30, 2011 the Company had $56,379 in sales to Hefei, $14,516 in sales to Mahindra, pursuant to our Technical Assistance Agreements with Mahindra, $31,891 in sales pursuant to our contract with the Department of Defense (Army SBIR) and $31,233 in solar car race participant sales, versus sales for the fiscal quarter ended June 30, 2010 of $6,543 in sales to Mahindra, pursuant to our Technical Assistance Agreements with Mahindra, $15,624 in sales to BSA Motors which were primarily for engineering services and $27,959 in solar car race participant sales. In the fiscal quarter ending June 30, 2011, the Company provided various engineering services to Hefei for use in their facility in the Anhui province of China, we billed them $56,379 for engineering services to assist them in setting up their production facility.

~~GROSS~~NOTES ~~PROFIT~~TO ~~(LOSS): Our~~CONDENSED ~~gross~~CONSOLIDATED loss was $202,589 for the fiscal quarter ended June 30, 2011 versus a gross loss of $131,023 for the fiscal quarter ended June 30, 2010. The Company had increased direct labor expenses and direct costs in the quarter ending June 30, 2011 due to its providing engineering services to Hefei and the Army SBIR project.FINANCIAL STATEMENTS

5AS OF DECEMBER 31, 2011

~~Comparison~~The offollowing ~~nine~~table ~~months~~summarizes ~~ending~~information about ~~June~~stock ~~30,~~options ~~2011~~ and ~~2010~~warrants for the Company as of December 31, 2011:

REVENUES: Our sales increased by $871,819 to $1,133,213 for the nine months ended June 30, 2011 from $261,394 for the nine months ended June 30, 2010. For the nine months ended June 30, 2011 the Company had $761,644 in sales to Hefei, $89,335 in sales to Mahindra, pursuant to our Technical Assistance Agreement with Mahindra, $135,612 in sales pursuant to our contract with the Department of Defense (Army SBIR), $79,854 in sales to the Department of Defense (Navy SBIR) and $66,768 in solar car race participant sales, versus sales for the nine months ended June 30, 2010 of $117,694 in sales to Mahindra, $114,676 in sales to BSA Motors which were primarily for engineering services and $29,024 in solar car race participant sales. In the nine months ending June 30, 2011, the Company provided various engineering services and delivered a machine and various components to Hefei for use in their facility in the Anhui province of China. The machine and related components delivered accounted for $411,106 of the revenues, and we billed them $350,538 for engineering services to assist them in setting up their production facility.

Options Outstanding								Options Exercisable
Range of Exercise Price		Number Outstanding at December 31, 2011		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable at December 31, 2011		Weighted Average Exercise Price
$	0.15		400,000		8.09 years	$	0.15		383,334	$	0.15
$	0.45		2,100,000		8.40 years	$	0.45		1,939,583	$	0.45

~~GROSS~~NOTE ~~PROFIT~~H ~~(LOSS): Our~~– ~~gross~~SUBSEQUENT loss was $164,608 for the nine months ended June 30, 2011 versus a gross loss of $231,980 for the nine months ended June 30, 2010. The decrease in gross loss is due in part to the nature of the revenues in the nine months, i.e. the Army SBIR project as well as the engineering services to Hefei have lower direct costs.EVENTS

~~OPERATING~~One ~~EXPENSES: Our~~convertible ~~operating~~note ~~expenses~~in ~~increased by $204,346 for~~ the ~~nine~~amount ~~months~~of ~~ended June 30, 2011 from~~ $~~902~~50,~~998~~000 plus ~~for~~accrued ~~the~~interest ~~nine~~was ~~months~~renewed ~~ended~~on ~~June~~January 306, ~~2010.~~2012 ~~Operating~~for ~~expenses~~an ~~consist~~additional ~~primarily~~one ofyear ~~compensation,~~term ~~rent~~expiring ~~and~~January ~~office~~6, ~~professional~~2013 ~~fees~~under ~~and travel expenses. The increase consisted primarily of increases in our compensation expense due primarily to~~ the ~~increase~~same ~~in January 2010 in the number of executive officers receiving compensation (four). Professional fees~~ terms and ~~travel~~conditions ~~expenses for the nine months were increased due to the increased cost of being a publicly reporting company~~ as ~~well~~provided asfor ~~additional~~in ~~travel expense associated with~~ the ~~increased~~previous ~~number~~convertible ofnote ~~executive officers in 2011~~agreement.

~~OTHER~~One ~~EXPENSES: These~~convertible ~~expenses~~note ~~consist~~in ~~of interest expense which for~~ the ~~nine~~amount ~~months~~of ~~ended June 30, 2011 decreased by~~ $20,~~415~~000 plus ~~from~~accrued ~~$51,007~~interest inwas ~~2010~~converted ~~primarily due~~ to ~~the~~115,138 ~~conversion~~shares of acommon ~~large~~stock ~~portion~~on ~~of our debt to equity in~~ January ~~2010~~31, 2012.

~~Liquidity and Capital Resources~~F-20

~~Our~~SPECIAL ~~principal~~NOTE ~~source~~REGARDING ofFORWARD-LOOKING funds has been equity provided by our stockholders, various borrowings (including borrowings from a principal stockholder) and sales to our customers. Our principal use of funds has been for operating expenses and direct labor costs. We estimate that we have sufficient funds to continue operations until approximately September 2011 (without giving effect to exercise of options to acquire our Class A Preferred Stock or sale of our Series B Preferred Stock, as to which no assurance can be given, would raise between $2,800,000 to $3,000,000) and we will require additional funds to continue operations thereafter. There can be no assurance that we will be able to raise such funds if and when we wish to do so or on terms acceptable to us. This raises substantial doubt about our ability to continue as a going concern. Specifically, in the event that we are not successful at raising capital to a level sufficient to pay our expenditures, we are prepared to reduced our administrative overhead and reduce our marketing and public relations expenditures. If we are unable to cut expenses to earn profits or raise additional debt or equity capital we will have to discontinue operations. The doubt about our ability to continue as a going concern was reflected in the opinion of our auditors expressed with respect to our financial statements for the years ended September 30, 2010 and 2009 which opinion was qualified on a “going concern basis”. The auditors noted that in light of our negative cash flow from operations, our working capital deficiency and stockholders’ deficiency, there was substantial doubt about our ability to continue as a going concern. Management currently intends to attempt to raise additional capital through public or private offerings, the conversion of its preferred stock option, the acquisition of a company; or merger with or into another company.STATEMENTS

~~Our~~This ~~current~~quarterly ~~liabilities~~report ~~exceed~~on ~~our~~Form ~~current~~10-Q ~~assets~~for bythe quarter ~~$171,867~~ended atDecember ~~June 30~~31, 2011 ~~compared~~(this to"Report") acontains ~~working~~"forward-looking ~~capital~~statements" within the meaning of the ~~$708,475~~securities atlaws. ~~September~~You ~~30,~~should ~~2010~~not place undue reliance on these statements. ~~Net~~Certain ~~cash~~of ~~used~~these infactors ~~operating~~are ~~activities~~discussed ~~was~~in ~~$1,200,203~~this report and ~~$974,308~~in our Annual Report on Form 10-K for the ~~nine~~year ~~months~~ ended ~~June~~September 30, 2011. Forward-looking statements include information concerning our liquidity and ~~2010~~our possible or assumed future results of operations, ~~respectively~~including descriptions of our business strategies. ~~Cash~~These statements ~~flows~~often ~~from~~include ~~financing~~words ~~activities~~such ~~was~~as ~~$474~~"believe,~~602~~" ~~for~~"expect," ~~the~~"anticipate," ~~nine~~"intend," ~~months ended~~"plan," "estimate," ~~June~~"seek," 30"will," ~~2011~~"may," ~~and~~or ~~was~~similar ~~primarily~~expressions. ~~due~~These tostatements ~~the~~are ~~net~~based ~~proceeds~~on certain ~~from~~assumptions ~~the~~that ~~sale~~we have made in light of ~~the~~our ~~Company’s~~experience ~~equity~~in ~~securities,~~the industry as well as, ~~the~~our ~~sale~~perceptions of ~~convertible~~historical ~~notes.~~trends, current ~~For~~conditions, ~~the~~expected ~~nine~~future ~~months~~developments ~~ended~~and ~~June~~other ~~30,~~factors ~~2010,~~we ~~cash~~believe ~~flows~~are ~~from~~appropriate ~~financing~~in ~~activities~~these ~~was~~circumstances. ~~$1,437,438,~~As you read and ~~was~~consider ~~primarily~~this ~~due~~Report, toyou ~~the~~should ~~net~~understand ~~proceeds~~that ~~from~~these ~~the~~statements ~~sale~~are ofnot ~~the~~guarantees ~~Company’s~~of ~~equity~~performance ~~securities~~or results. At ~~June~~They 30involve risks, ~~2011,~~uncertainties weand ~~had~~assumptions. ~~$118,597~~Many ~~cash~~factors oncould ~~hand~~affect our actual financial results and could cause actual results to differ materially from those expressed in the forward-looking statements. Some important factors include:

6· general economic conditions

In· ~~connection~~our ~~with~~ability ~~the~~to ~~Company’s~~evaluate ~~private offering of its common stock, on January 29, 2010~~ and ~~February~~predict ~~16,~~our ~~2010,~~future ~~the~~operations ~~Company issued an aggregate of 6,266,669~~ and 3expenses,599,999, respectively, shares of Common Stock in the Private Placement at a purchase price of $0.15 per share for total cash proceeds of $1,480,000 and paid offering costs of $85,757. In addition the Company has issued 1,000,000 shares to its placement agent in connection with the offering. The Company also issued warrants valued at $53,640, as a finder’s fee, exercisable until March 16, 2011, at an exercise price of $0.001 per share, to acquire an aggregate of 360,000 shares of common stock which warrants were exercised on March 1, 2011. Also, in connection with the Merger, holders of an aggregate of $915,475 of outstanding indebtedness of NuGen converted their promissory notes (based on a $0.15 per share conversion price) into an aggregate of 6,103,166 shares of Common Stock (“Debt Conversion”). This number includes the 466,667 shares which were converted by an individual holding $70,000 of indebtedness not represented by a note.

On· September 29, 2010, December 5, 2010 and March 30, 2011, we entered into subscription agreements with foreign accredited investors pursuant to which, among other things, we issued an aggregate of 5,500,000 shares, 412,500 and 312,500 shares of our common stock, par value $0.001 per share, at a purchase price of $0.16 per share, for aggregate gross proceeds of $880,000, $66,000 and $50,000, respectively. In connection with the ~~subscription~~possibility agreements, each investor executed and delivered (i) an irrevocable proxy appointing, Eric Takamura, our Chief Executive Officer, as proxy to vote his shares, and (ii) a lock-up agreement pursuant to which each investor agreed not to transfer, dispose of orfuture ~~encumber any of our securities for a nine~~product-~~month~~related ~~period.~~liability ~~On October 22~~claims, 2010 we entered into subscription agreements with two investors pursuant to which we issued 3% convertible promissory notes in the aggregate principal amount of $70,000. The notes have a one-year term and are convertible by us into common stock at $0.18 per share. We may prepay all or apportion of the outstanding principal and interest under the notes and may repay any accrued interest in cash or additional shares of our common stock.

~~For~~· ~~the~~our ~~three~~future ~~months~~capital ~~ended~~needs ~~June~~and ~~30,~~our ~~2011,~~ability ~~we entered into subscription agreements with eight accredited investors pursuant~~ to ~~which,~~obtain ~~among other things~~financing, we issued an aggregate of 1,627,778 Series B convertible preferred shares, par value $0.001 per share (“Series B Preferred Stock”), at a purchase price of $0.18 per share, for aggregate gross proceeds of $293,000. Each investor also received two-year warrants to purchase common stock in an amount equal to 20% of the number of shares of Series B Preferred Stock purchased by such investor.

As· ofour ~~June~~ability ~~30,~~to ~~2011,~~protect ~~the~~our ~~Company~~intellectual ~~had~~property aand ~~total~~trade ~~of $682~~secrets,~~586~~ ofboth ~~debt~~domestically ~~outstanding. The primary components of this total are $596,108 owed to New Generation Motors~~ and ~~$70~~abroad,~~000 owed to holders of the Company’s convertible promissory notes. The Company is not currently in default with respect to any material financing arrangement.~~

~~Critical~~· ~~Accounting~~expenses ~~Policies~~involved in protecting our intellectual property and trade secrets,

We· ~~have~~our ~~identified~~ability ~~the accounting policies outlined below as critical~~ to ~~our~~attract ~~business operations~~ and anretain ~~understanding~~key ~~of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases~~management, ~~the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States~~technical, ~~with~~and noresearch ~~need~~and ~~for~~development ~~management's judgment in their application.~~personnel,

~~Revenue~~· ~~and~~our ~~Cost~~ability ~~Recognition~~to ~~- We currently generate revenue primarily from contract~~ research and ~~development~~develop ~~services~~new ~~and~~technology ~~may derive additional revenues in the future from the sale of our products to customers. Our products are specialty electric drive engines~~ and ~~related components. These products are a direct result of the services to~~ design and ~~build~~manufacturing ~~each unit~~techniques, which each are built to each customer’s specifications. We account for the products sold as one unit. We intend in the future to derive revenue from sales of products and will recognize the sale at the time title to the goods and the benefits and risks of ownership passes to the customer which is typically when products are shipped based on the terms of the customer purchase agreement.

7· technological advances, technology for new and competing products, and new design and manufacturing techniques developed by our competitors,

~~Some~~· ~~customers~~anticipated ~~are asked to provide deposits prior to the Company accepting their orders. Customer Deposits are reflected on the balance sheet as a current liability~~ and ~~are~~unanticipated ~~reclassified~~trends ~~to revenue at the time when title to the goods~~ and ~~the~~conditions ~~benefits~~in ~~and~~our ~~risks of ownership passes to the customer.~~industry,

~~Revenue~~· ~~relating~~our toability long-term fixed price contracts is recognized using the percentage of completion method. Under the percentage of completion method, contract revenues and related costs are recognized based on the percentage that costs incurred to ~~date~~predict ~~bear~~consumer ~~to total estimated costs.~~preferences,

~~Revenue~~· ~~under~~changes ~~the Company’s SBIR contracts with both the US Army and the US Navy will be recognized~~ in the ~~same period as allowable and billable~~ costs ~~are~~of ~~incurred.~~operation,

~~Changes~~· inour ~~job~~ability ~~performance, estimated profitability and final contract settlements may result in revisions~~ to ~~cost and revenue~~compete, ~~and are recognized in the period in which the revisions are determined.~~

~~Contract~~· ~~costs~~our ~~include~~ability ~~all~~to ~~direct~~manage ~~materials,~~growth ~~subcontract~~ and ~~labor~~carry ~~costs~~out ~~and~~growth ~~other indirect costs. Selling~~strategies, ~~general~~including ~~and~~international ~~administrative costs are charged to expense as incurred. At the time a loss on a contract becomes known~~expansion, ~~the entire amount of the estimated loss is accrued.~~

In· ~~accordance~~possible ~~with~~necessity ~~ASC 360, "Accounting for the Impairment or Disposal~~ of ~~Long-Lived~~obtaining ~~Assets",~~government ~~the~~approvals ~~Company~~for ~~reviews~~both ~~the~~new ~~carrying value of intangibles~~ and ~~other~~continuing long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impairedoperations, ~~the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.~~

At· ~~inception~~risks, ~~the~~expenses ~~Company~~and ~~implemented~~requirements ~~ASC~~involved ~~718,~~in ~~“Share-Based~~operating ~~Payment”~~in ~~which~~various ~~requires~~foreign ~~the~~markets, ~~fair~~including ~~value~~India ofand all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The statement also requires the recognition of compensation expense for the fair value of any unvested stock option awards outstanding at the date of adoption. The Company values any employee or non-employee stock based compensation at fair value using the Black-Scholes Option Pricing Model.China,

~~Off~~· ~~Balance~~exposure ~~Sheet~~to ~~Arrangements~~foreign currency risk and interest rate risk,

In· ~~August~~possible ~~2007,~~foreign ~~our~~import ~~subsidiary,~~controls ~~NuGen Mobility entered into an asset purchase agreement pursuant to which it acquired substantially all of the assets,~~ and ~~specified~~United ~~liabilities~~States-imposed ~~of New Generation Motors Corporation~~embargoes, a Delaware corporation. The agreement requires the payment to New Generation Motors of $1,000,000 pursuant to a promissory note, which bears simple interest at the rate of six percent. The principal amount of this note was reduced to $596,108 by the application of $403,892 in credits. These credits consist of:

· anpossible ~~aggregate~~disruption ~~of $273,741~~ in ~~operational~~commercial ~~loans~~activities ~~made~~due ~~by our principal shareholders~~ to ~~New~~terrorist ~~Generation~~activity, ~~Motors~~armed toconflict ~~allow~~and ~~them~~government ~~to continue operations prior to August 2007~~instability, and

· ~~$101,083~~other infactors ~~customer~~set ~~deposits~~forth ~~that~~in ~~they~~this ~~retained though we were responsible for fulfilling such customer orders, and~~10-Q.

·In ~~$29~~light of these risks,~~068~~ uncertainties and assumptions, the forward-looking statements contained in ~~amounts~~this Report might not prove accurate. You should not place undue reliance upon them. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date of this Report, and we ~~agreed~~undertake no obligation to ~~pay~~update or revise publicly any forward-looking statements, whether to ~~New~~reflect ~~Generation~~new ~~Motors’s~~information, ~~landlord~~future events or for ~~back~~any ~~rent~~other reason otherwise.

~~The~~OTHER ~~principal~~PERTINENT ~~and interest on the loan is to be repaid, on a quarterly basis, until all amounts due thereon have been paid. The amount of each payment is equal to the greater of:~~INFORMATION

·When ~~(i)-$7~~used in this report,~~500~~ the terms “NuGen,” "we," "our," and "us" refers to NuGen Holdings, Inc., a Delaware corporation. When used in this report, “fiscal 2011” means the quarter ended December 31, 2011 and "fiscal 2010" quarter ended December 31, 2010.

·ITEM ~~(ii)-the~~2. ~~product~~MANAGEMENT’S ~~obtained~~DISCUSSION byAND ~~multiplying~~ANALYSIS ~~our~~OF ~~Gross~~FINANCIAL ~~Revenues~~CONDITION ~~(as~~AND ~~defined)~~RESULTS ~~for~~OF ~~the quarter by the applicable percentage rate.~~OPERATIONS

8Recent Developments

~~The~~We ~~applicable~~currently ~~percentage~~generate ~~rate~~revenue ~~increases~~primarily byfrom contract ~~one~~research ~~percentage~~and ~~point~~development ~~per~~services ~~year~~and ~~beginning~~may atderive 2%additional ~~for~~revenues ~~2007~~in ~~increasing~~the future from the sale or license of our technology to 6%customers. ~~for~~Our ~~2011~~technology ~~and~~is ~~all~~related ~~subsequent~~to ~~years~~specialty electric drive engines and related components. ~~The~~This ~~payment~~technology is ~~first~~currently being ~~applied~~sold directly to ~~the~~OEMs ~~accrued~~pursuant ~~interest~~to ontechnical ~~the~~assistance ~~loan~~agreements. ~~and~~The ~~the~~agreements ~~remainder,~~generally ifprovide ~~any,~~for us to ~~the~~engineer ~~principal~~our products ~~amount~~to ~~owed.~~run Asin ofvarious ~~the~~platforms ~~date~~(e.g. ~~hereof~~vehicles, anelectric ~~aggregate~~generators ofand ~~$90,000~~motors). ~~has~~Our ~~been~~technology ~~paid~~is ~~(twelve~~used ~~quarterly~~primarily ~~payments~~to ofconvert electrical ~~$7,500~~power ~~per~~into ~~quarter)~~mechanical ~~and~~power ~~all~~so ofthat ~~the~~mechanical ~~payments~~power ~~have~~can ~~been~~be ~~applied~~used to ~~accrued~~propel ~~interest.~~a ~~Accordingly,~~vehicle ~~the~~or ~~principal~~run ~~balance~~a ofgenerator. ~~the~~As ~~loan~~our ~~has~~technology can ~~been~~be ~~$596~~adapted for a particular application,~~108~~ ~~since~~our ~~August~~services ~~2007~~utilizing ~~and~~our wetechnology ~~are~~is ~~current~~customarily included in ~~our~~an ~~payment~~engineering ~~obligations~~service component. toAccordingly, ~~New~~the ~~Generation~~Company ~~Motors~~reflects its revenue in one line on its financial statements.

In addition, if prior to July 13, 2014 we have paid this note in full, we are also required to pay until July 13, 2014, on a quarterly basis, the product obtained by multiplying 2.5% by the Gross Revenues in the applicable quarter. Gross Revenues is defined as4

~~(i)~~Future ~~all~~cash ~~fees and other revenue that NuGen Mobility receives from any source,~~commitments

~~(ii)~~The Company estimates the ~~then-current~~need ~~fair~~for ~~market~~capital to ~~value~~run ofnew ~~(x)the~~production ~~assets~~facilities. ~~purchased~~The ~~from~~exact ~~New~~amount ~~Generation~~will ~~Motors,~~be ordetermined ~~(y)~~based on both the ~~business~~market ~~(as~~demand afor ~~going~~the ~~concern)~~Company’s orproducts and ~~portion~~the ~~thereof~~time ~~sold~~needed orfor ~~otherwise~~these ~~transferred~~facilities to ~~our~~run ~~affiliate,~~at full capacity. The Company will carefully review its financial condition and consider financing with internally generated cash, bank loans or additional equity.

~~(iii)the~~Results ~~proceeds from the sale or other disposition by NuGen Mobility to any other third party~~ of ~~all or any portion of (x) the assets and/or (y) the business as a going concern. To date, we have not been required to make any such payments.~~Operations

~~Although~~Comparison ~~the~~of ~~purchased~~Fiscal ~~assets~~Quarters ~~included~~ending December ~~a license agreement between New Generation Motors and Bajaj Auto Ltd.~~31, an2011 ~~Indian based manufacturer of two~~ and three-wheel vehicles, pursuant to which Bajaj Auto licensed our technology which is embedded in Bajaj Auto’s three-wheel Auto-Rickshaw, do not have a consent from Bajaj Auto to the assignment of this agreement with New Generation Motors to us nor do we have any other agreement with Bajaj.2010

AsNet part of this asset purchase agreement, we agreed to assume New Generation Motor’s commitment to reimburse a conditional grant of $700,000 that it had received from ICICI. We do not have a written assignment from ICICI regarding the assumption of this commitment. This conditional grant is only required to be paid back once Bajaj begins paying licensing fees on the technology mentioned above. If we had been assigned this agreement we would then be obligated to pay ICICI a royalty on the licensing fees received from Bajaj agreement until $1,400,000 is repaid based upon a schedule in the agreement. Since the dates provided for in the schedule to the agreement have passed, the agreement provides that if the actual sales deviate substantially, the royalty schedule will have to be changed. ICICI also provided a loan of $500,000 to New Generation Motors. In connection with this asset purchase agreement, NuGen Mobility assumed the repayment of this $500,000 loan on the condition that the loan would be converted to a conditional grant (similar to the conditional grant executed by New Generation Motors and ICICI in 2001). In 2006, both New Generation Motors and ICICI agreed to convert this second $500,000 loan to a conditional grant under the same terms and conditions as the previous 2001 agreement. However, we currently do not have a signed document indicating such agreement and there can be no assurances that our discussions will result in such conditional grant agreement. Therefore, under the terms of the asset purchase agreement, we are obligated to make payments to New Generation Motors on a conditional grant basis in accordance with the asset purchase agreement. Currently, no demand has been made to NuGen Mobility for payment; accordingly, we do not reflect this as a liability on our balance sheet but rather we include it under “Commitments and Contingencies” in our financial statement footnotes.Sales:

AsNet ofsales ~~June~~by ~~30,~~customer ~~2011,~~for nothe ~~payments~~quarter ~~are~~ended December ~~owed~~31, to2011 ~~New~~as ~~Generation~~compared ~~Motors,~~to asthe ~~Bajaj~~quarter isended ~~not~~December ~~actively~~31, ~~marketing~~2010 ~~its~~is ~~product~~as ~~at present.~~follows:

Accounting Treatment

	2011					2010
Customer	Amount		% of Total			Amount		% of Total			$ Change
Hefei	$	0		0.0	%	$	553,585		80.1	%	$	(553,585	)
Department of Defense (Army SBIR) – Phase 2 - Innovative Motor and Generator Technologies		165,256		90.0	%		57,043		8.3	%		108,213
Department of Defense (Navy SBIR) - Advanced Marine Generator for Combatant Craft		0		0.0	%		79,854		11.6	%		(79,854	)
Mahindra & Mahindra		13,575		7.4	%		-		-	%		13,575
Solar car participants		4,846		2.6	%		-		-	%		4,846
Total	$	183,677		100.0	%	$	690,482		100.0	%	$	(506,805	)

~~The~~Revenues ~~Merger~~from isArmy SBIR ~~being~~increased ~~accounted~~by ~~for~~$108,213 asto a$165,256 ~~reverse~~and ~~acquisition~~amounted ~~and~~to ~~recapitalization~~90.0% ~~NuGen~~of isour ~~the~~total ~~acquirer~~revenues ~~for~~in ~~accounting~~fiscal ~~purposes~~2011. ~~and~~There ~~NuGen~~were ~~Holdings,~~no ~~formerly~~revenues from ~~InovaChem, is~~ the ~~acquiree.~~Navy ~~Accordingly,~~SBIR ~~NuGen’s~~in ~~historical~~2011 ~~financial~~since ~~statements~~this ~~for~~project ~~periods~~was ~~prior~~completed toby ~~the~~December ~~acquisition~~31, ~~become~~2011. ~~those~~Revenues offrom ~~the~~Hefei ~~acquirer~~in ~~retroactively~~2010 ~~restated~~consists ~~for the equivalent number~~ of ~~shares~~a ~~received~~one-time purchase inand ~~the~~resale ~~Merger. The accumulated deficit~~ of ~~NuGen~~specialized isequipment ~~carried~~for ~~forward~~Hefei’s ~~after~~manufacturing ~~the~~facility amounting ~~acquisition.~~amounting ~~Operations prior~~ to ~~the~~$411,106 ~~Merger~~and engineering ~~are~~support ~~those~~services ofamounting ~~NuGen. Earnings per share for the period prior~~ to ~~the~~$142,479. ~~Merger~~This ~~are~~project ~~restated~~was tocompleted ~~reflect~~by ~~the~~June ~~equivalent~~30, ~~number of shares outstanding~~2011.

9Direct Costs, Labor and Gross Loss:

~~ITEM~~Direct 3costs decreased by $391,722 to $28,029 for the quarter ended December 31, 2011 compared to the quarter ended December 31, 2010 due to decreased material costs because of lower revenues in fiscal 2011. ~~QUANTITATIVE~~In ~~AND~~addition, ~~QUALITATIVE~~the ~~DISCLOSURES~~purchase ~~ABOUT~~of ~~MARKET~~specialized ~~RISK~~equipment for Hefei’s manufacturing facility was included in direct costs in 2010. Direct labor decreased by $89,157 to $200,021 for the quarter ended December 31, 2011 compared to the quarter ended December 31, 2010 due to the decrease in revenues.

~~NOT~~Our ~~REQUIRED~~gross loss was $44,373 for the quarter ended December 31, 2011 versus $18,447 for the quarter ended December 31, 2010.

~~ITEM 4 CONTROLS AND PROCEDURES~~5

~~Under~~Operating the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2011. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.Expenses:

~~There~~Our ~~were~~operating noexpenses ~~changes~~decreased inby $95,055 to $296,997 for the ~~internal~~quarter ~~control~~ended ~~over~~December ~~financial~~31, ~~reporting~~2011 ~~during~~compared to the ~~three~~quarter ~~months~~ ended ~~June~~December 31, 2010. Compensation expense decreased by $30,429 ~~2011 that~~and ~~have~~travel ~~materially~~expense ~~affected~~decreased by $56,452 orin ~~are~~2011 ~~reasonably~~primarily ~~likely~~due to ~~materially~~the ~~affect~~decrease in revenues. In addition, ~~our~~effective ~~internal~~December, 2011, ~~control~~the ~~over~~Company ~~financial~~reduced ~~reporting~~compensation for all salaried employees by 20% and reduced the hours worked by hourly employees by approximately 20%.

10Other Expenses:

~~PART~~Interest IIexpense –for ~~OTHER~~fiscal ~~INFORMATION~~2011 was $11,624 and for fiscal 2010 was $10,916.

~~ITEM~~Liquidity ~~1. LEGAL~~and ~~PROCEEDINGS.~~Capital Resources

WeThe ~~are~~following ~~currently~~table ~~not~~summarizes atotal ~~party~~current toassets, ~~any~~current ~~pending legal proceedings~~ liabilities and noworking ~~such~~capital ~~actions~~at byDecember 31, or2011 compared to ~~the~~September ~~best of its knowledge~~30, ~~against us have been threatened~~2011.

ITEM 1A. RISK FACTORS.

	December 31, 2011			September 30, 2011

Current Assets	$	337,851		$	323,061

Current Liabilities	$	1,948,998		$	1,612,721

Working Capital (Deficit)	$	(1,611,147	)	$	(1,289,660	)

~~Not~~Our ~~required~~principal source of funds has been equity provided by our stockholders, various borrowings (including borrowings from a principal stockholder) and sales to our customers. Our principal use of funds has been for operating expenses and direct labor costs. We estimate that we have sufficient funds to continue operations until approximately March 2012 (without giving effect to exercise of options to acquire our Class A Preferred Stock or sale of our Series B Preferred Stock, as to which no assurance can be given, would raise between $2,800,000 to $3,000,000).

~~ITEM~~While 2we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development of revenue sources. ~~UNREGISTERED~~ As ~~SALES~~of OFDecember ~~EQUITY~~31, ~~SECURITIES~~2011, ~~AND~~we ~~USE~~had OFa ~~PROCEEDS~~working capital deficit of $1,611,147. There can be no assurance that we will be able to raise such funds if and when we wish to do so or on terms acceptable to us. This raises substantial doubt about our ability to continue as a going concern. Specifically, in the event that we are not successful at raising capital to a level sufficient to pay our expenditures, we are prepared to reduced our administrative overhead and reduce our marketing and public relations expenditures. If we are unable to cut expenses to earn profits or raise additional debt or equity capital we will have to discontinue operations. The doubt about our ability to continue as a going concern was reflected in the opinion of our auditors expressed with respect to our financial statements for the years ended September 30, 2011 and 2010 which opinion was qualified on a “going concern basis”. The auditors noted that in light of our negative cash flow from operations, our working capital deficiency and stockholders’ deficiency, there was substantial doubt about our ability to continue as a going concern. Management currently intends to attempt to raise additional capital through public or private offerings, the conversion of its preferred stock option, the acquisition of a company; or merger with or into another company.

~~For~~Net ~~the~~cash ~~three~~used ~~months~~in ~~ended~~operating ~~June~~activities 30was $136,594 and ~~2011~~$705,321 for the ~~Company~~three ~~has~~months ~~entered~~ended ~~into~~December ~~subscription agreements with eight accredited investors to purchase an aggregate of 1~~31,~~627,778~~ ~~Series~~2011 Band ~~convertible preferred shares~~2010, ~~par value $0~~respectively.~~001~~ ~~per~~Cash ~~share~~flows atfrom afinancing ~~purchase~~activities ~~price~~was of $~~0.18 per share~~69,475 and ~~for aggregate gross proceeds of~~ $~~293~~134,~~000~~219 for ~~use~~the asthree ~~working~~months ~~capital. Such~~ended ~~issuances~~December ~~were~~31, ~~made~~2011 inand ~~reliance on an exemption from registration under the Securities Act~~2010, that the Series B Preferred Stock will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated there under. The Company filed a Certificate of Designationsrespectively, ~~Preference~~ and ~~Rights~~was ofprimarily ~~Series~~due Bto ~~Convertible Preferred Stock in Delaware. The Certificate of Designation provides for~~ the ~~conversion~~net ofproceeds from the ~~Series~~sale ~~B Preferred Stock to common stock~~ of the Company’s onequity ~~a one to one ratio. Cumulative dividends will accrue at the rate of $0.0054 per annum to be paid annually in shares of Series B Preferred Stock with the first payment due on July 1~~securities, ~~2012.~~as ~~The~~well Series B Preferred Stock has a liquidation preference over capital stock of the Company ranking junior to the Series B Preferred Stock. The Series B Preferred Stock will be junior and subordinate to the Series A preferred stockas, ~~if and when an option to purchase such Series A preferred stock is exercised and Series A preferred stock is issued by~~ the ~~Company.~~sale ~~The Series B Preferred Stock holders have voting rights equal to the number~~ of ~~shares of common stock into which such Series B Preferred Stock are~~ convertible. ~~The~~notes ~~Series~~and Bbridge ~~Preferred Stock will vote together as a single class on all matters~~loans. ~~The~~At ~~initial~~December ~~conversion~~31, 2011 ~~price~~and ofSeptember ~~$0.18 is subject to adjustment in the event of dividends~~30, ~~distributions~~2011, ~~stock~~we ~~splits,~~had ~~or other occurrences~~$30,445 ~~as set forth~~ and in$97,564 ~~accordance~~cash ~~with the formula in the Certificate of Designation. Any Series B Preferred Stock outstanding~~ on ~~December 31~~hand, ~~2012 is mandatorily convertible into common stock~~respectively. ~~The Series B Preferred Stock holders also have registration rights with respect to the shares of common stock into which such Series B Preferred Stock are convertible.~~

~~ITEM~~For the three months ended December 31, 2011, we entered into a subscription agreement with one related party accredited investor pursuant to which, among other things, we issued an aggregate of 111,111 Series B convertible preferred shares, par value $0.001 3per share (“Series B Preferred Stock”), at a purchase price of $0. ~~DEFAULTS~~18 ~~UPON~~per ~~SENIOR~~share, ~~SECURITIES~~for aggregate gross proceeds of $20,000. This investor also received two-year warrants to purchase common stock in an amount equal to 20% of the number of shares of Series B Preferred Stock purchased by such investor.

~~None~~6

~~ITEM~~For 4the three months ended December 31, 2011, we entered into a bridge note payable agreements for aggregate gross proceeds of $49,000 with one accredited investor and two related parties. ~~REMOVED~~ ~~AND~~These ~~RESERVED~~investors also received two and four-year warrants to purchase common stock in an amount equal to 20% of the number of shares of Series B Preferred Stock purchased by such investor.

~~ITEM~~As 5of December 31, 2011 and September 30, 2011, the Company had a total of $741,953 and $692,118 of debt outstanding, respectively. ~~OTHER~~ ~~INFORMATION~~The primary components of this total are $596,108 owed to New Generation Motors, $70,000 owed to holders of the Company’s convertible promissory notes and $52,500 in short-term notes payable in 2011.

~~None~~The Company is delinquent in its quarterly payments to New Generation Motors due August 15, 2011 and November 15, 2011. On January 6, 2012, New Generation Motors granted a waiver to defer these quarterly payments until March 7, 2012. The Company is in default on its 3% convertible promissory notes because it did not convert the promissory notes and accrued interest into common stock or repay the debt within the terms of the agreements.

~~ITEM~~On January 6, 2012, the Company and one investor agreed to extend the term of a $50,000 convertible note agreement until January 6, 2013 under the original terms and conditions. ~~EXHIBITS~~ On January 31, 2012, the Company converted one note in the amount of $20,000 plus accrued interest to 115,338 shares of common stock.

Exhibit No.		Description
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2		Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act

Critical Accounting Policies

11We have disclosed in the notes to our financial statements those accounting policies that we consider to be significant in determining our results of operations and our financial position which are incorporated by reference herein. The following reflects the more critical accounting policies that currently affect our financial condition and results of operations.

~~SIGNATURES~~Revenue and Cost Recognition

~~Pursuant~~We tocurrently generate revenue primarily from contract research and development services and may derive additional revenues in the ~~requirements~~future offrom the ~~Securities~~sale ~~Exchange~~of ~~Act~~our products to customers. Our products are specialty electric drive engines and related components. These products are a direct result of ~~1934~~the services to design and build each unit, which each are built to each customer’s specifications. We account for the ~~registrant~~products ~~has~~sold ~~duly~~as ~~caused~~one unit. ~~this~~We ~~report~~intend in the future to bederive ~~signed~~revenue onfrom ~~its~~sales ~~behalf~~of byproducts and will recognize the ~~undersigned,~~sale ~~thereunto~~at ~~duly~~the ~~authorized~~time title to the goods and the benefits and risks of ownership passes to the customer which is typically when products are shipped based on the terms of the customer purchase agreement.

By:	/s/ Eric Takamura
Eric Takamura
President, Chief Executive Officer
August 15, 2011

Revenue relating to long-term fixed price contracts is recognized using the percentage of completion method. Under the percentage of completion method, contract revenues and related costs are recognized based on the percentage that costs incurred to date bear to total estimated costs.

By:	/s/Marshall G. Webb
Marshall G. Webb
Chief Financial Officer
August 15, 2011

Revenue under the Company’s SBIR contracts with both the US Army and the US Navy will be recognized in the same period as allowable and billable costs are incurred.

12Changes in job performance, estimated profitability and final contract settlements may result in revisions to cost and revenue, and are recognized in the period in which the revisions are determined.

Contract costs include all direct materials, subcontract and labor costs and other indirect costs. Selling, general and administrative costs are charged to expense as incurred. At the time a loss on a contract becomes known, the entire amount of the estimated loss is accrued.

Use of estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the allowance for doubtful accounts, the valuation of inventories and the recoverability of long-lived assets. Actual results could differ from those estimates.

Accounts Receivables

In the normal course of business, the Company typically extends credit to its customers without requiring collateral or other security interests. Management reviews its accounts receivables at each reporting period to provide for an allowance against accounts receivable for an amount that could become uncollectible. This review process may involve the identification of payment problems with specific customers. The Company estimates this allowance based on the aging of the accounts receivable, historical collection experience, and other relevant factors, such as changes in the economy and the imposition of regulatory requirements that can have an impact on the industry. These factors continuously change, and can have an impact on collections and the Company’s estimation process. These impacts may be material. Subsequent cash recoveries are recognized as income in the period when they occur.

Some customers are asked to provide deposits prior to the Company accepting their orders. Customer Deposits are reflected on the balance sheet as a current liability and are reclassified to revenue at the time when title to the goods and the benefits and risks of ownership passes to the customer.

Share-Based Payment

At inception, the Company implemented ASC 718, “Share-Based Payment” which requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The statement also requires the recognition of compensation expense for the fair value of any unvested stock option awards outstanding at the date of adoption. The Company values any employee or non-employee stock based compensation at fair value using the Black-Scholes Option Pricing Model.

Recent Accounting Pronouncements

ASU No. 2011-03; Reconsideration of Effective Control for Repurchase Agreements. In April, 2011, the FASB issued ASU No. 2011-03. The amendments in this ASU remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The amendments in this ASU also eliminate the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets.

The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

ASU No. 2011-04; Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. In May, 2011, the FASB issued ASU No. 2011-04. The amendments in this ASU generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs. The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted.

The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

ASU No. 2011-05; Amendments to Topic 220, Comprehensive Income. In June, 2011, the FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.

The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. Due to the recency of this pronouncement, the Company is evaluating its timing of adoption of ASU 2011-05, but will adopt the ASU retrospectively by the due date.

On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

Off Balance Sheet Arrangements

an aggregate of $273,741 in operational loans made by our principal shareholders to New Generation Motors to allow them to continue operations prior to August 2007,

$101,083 in customer deposits that they retained though we were responsible for fulfilling such customer orders, and

$29,068 in amounts we agreed to pay to New Generation Motors’s landlord for back rent.

The principal and interest on the loan is to be repaid, on a quarterly basis, until all amounts due thereon have been paid. The amount of each payment is equal to the greater of:

(i)

$7,500, and

(ii)

the product obtained by multiplying our Gross Revenues (as defined) for the quarter by the applicable percentage rate.

The applicable percentage rate increases by one percentage point per year beginning at 2% for 2007 increasing to 6% for 2011 and all subsequent years. The payment is first applied to the accrued interest on the loan and the remainder, if any, to the principal amount owed. As of the date hereof, an aggregate of $90,000 has been paid (twelve quarterly payments of $7,500 per quarter) and all of the payments have been applied to accrued interest. Accordingly, the principal balance of the loan has been $596,108 since August 2007.

(i)

all fees and other revenue that NuGen Mobility receives from any source,

(ii)

the then-current fair market value of (x)the assets purchased from New Generation Motors, or (y)the business (as a going concern) or portion thereof sold or otherwise transferred to our affiliate, and

(iii)

the proceeds from the sale or other disposition by NuGen Mobility to any other third party of all or any portion of (x) the assets and/or (y) the business as a going concern. To date, we have not been required to make any such payments.

The Company is delinquent in its quarterly payments due August 15, 2011 and November 15, 2011. On January 6, 2012, New Generation Motors granted a waiver to defer these quarterly payments until March 7, 2012.

Although the purchased assets included a license agreement between New Generation Motors and Bajaj Auto Ltd., an Indian based manufacturer of two and three-wheel vehicles, pursuant to which Bajaj Auto licensed our technology which is embedded in Bajaj Auto’s three-wheel Auto-Rickshaw, do not have a consent from Bajaj Auto to the assignment of this agreement with New Generation Motors to us nor do we have any other agreement with Bajaj.

As part of this asset purchase agreement, we agreed to assume New Generation Motor’s commitment to reimburse a conditional grant of $700,000 that it had received from ICICI. We do not have a written assignment from ICICI regarding the assumption of this commitment. This conditional grant is only required to be paid back once Bajaj begins paying licensing fees on the technology mentioned above. If we had been assigned this agreement we would then be obligated to pay ICICI a royalty on the licensing fees received from Bajaj agreement until $1,400,000 is repaid based upon a schedule in the agreement. Since the dates provided for in the schedule to the agreement have passed, the agreement provides that if the actual sales deviate substantially, the royalty schedule will have to be changed. ICICI also provided a loan of $500,000 to New Generation Motors. In connection with this asset purchase agreement, NuGen Mobility assumed the repayment of this $500,000 loan on the condition that the loan would be converted to a conditional grant (similar to the conditional grant executed by New Generation Motors and ICICI in 2001). In 2006, both New Generation Motors and ICICI agreed to convert this second $500,000 loan to a conditional grant under the same terms and conditions as the previous 2001 agreement. However, we currently do not have a signed document indicating such agreement and there can be no assurances that our discussions will result in such conditional grant agreement. Therefore, under the terms of the asset purchase agreement, we are obligated to make payments to New Generation Motors on a conditional grant basis in accordance with the asset purchase agreement. Currently, no demand has been made to NuGen Mobility for payment; accordingly, we do not reflect this as a liability on our balance sheet but rather we include it under “Commitments and Contingencies” in our financial statement footnotes. As of December 31, 2011, no payments are owed to ICICI, as the Bajaj is not actively marketing the product at present and no payments are required until sales from this product are generated.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2011. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting during our first fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings to which we are a party to or in which to our knowledge any of our directors, officers or affiliates or any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

ITEM 1A. RISK FACTORS

The Company is a “smaller reporting company” as defined by Regulation S-K and as such, not required to provide the information contained in this item pursuant to Regulation S-K.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period covered by this quarterly report, we entered into a subscription agreement with one related party accredited investor pursuant to which, we issued an aggregate of 111,111 Series B convertible preferred shares, par value $0.001 per share, at a purchase price of $0.18 per share, for aggregate gross proceeds of $20,000. This investor also received two-year warrants to purchase common stock in an amount equal to 20% of the number of shares of Series B Preferred Stock purchased by such investor.

ITEM 3. DEFAULTS OF SENIOR SECURITIES

The Company is delinquent in its quarterly payments to New Generation Motors pursuant to the Asset Purchase Agreement dated August 23, 2007 due August 15, 2011 and November 15, 2011. On January 6, 2012, New Generation Motors granted a waiver to defer these quarterly payments until March 7, 2012.

As of December 31, 2011, the Company was in default in its convertible note agreements dated October 22, 2010 because it did not convert the promissory notes and accrued interest into common stock or repay the debt within the prescribed time frames. One note in the amount of $50,000 plus accrued interest was renewed on January 6, 2012 for an additional one year term expiring January 6, 2013 under the same terms and conditions as provided for in the previous note agreement. One note in the amount of $20,000 plus accrued interest was converted to 115,138 shares of common stock on January 31, 2012.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act

32.2		Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act

Filing Compare · NUGEN HOLDINGS, INC.