- Amended Statement of Ownership (SC 13G/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities and Exchange Act of 1934

(Amendment No. 1)

New Energy Systems Group

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class Securities)

643847-10-6

(CUSIP Number)

February 1, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


o	Rule 13d-1(b)
R	Rule 13-d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.	643847-10-6
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	William N. Bailey
2.	Check the Appropriate Box if a Member of a Group
	(a) o
	(b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization
	United States
Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power	1,000,000
6.	Shared Voting Power	0
7.	Sole Dispositive Power	1,000,000
8.	Shared Dispositive Power	0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person	1,000,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares	o
11.	Percent of Class Represented by Amount in Row (9)	7.0
12.	Type of Reporting Person
	IN


Item 1.
	(a)	Name of Issuer: New Energy Systems Group
	(b)	Address of issuer's principal executive offices:
		116 West 23 ^rd Street, 5 ^th Floor, New York, NY 10011

Item 2
	(a)	Name of Person Filing: William N. Bailey
	(b)	Address of Principal Business Office:
		2444 Broad Street, Chattanooga, TN 37408
	(c)	Citizenship: United States
	(d)	Title of Class of Securities: Common Stock, $.0001 par value
	(e)	CUSIP Number: 643847-10-6

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable

Item 4.	Ownership
	(a)	Amount beneficially owned: 1,000,000
	(b)	Percent of class: 7.0
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote: 1,000,000
		(ii)	Shared power to vote or to direct the vote: 0
		(iii)	Sole power to dispose or to direct the disposition of: 1,000,000
		(iv)	Share power to dispose or to direct the disposition of: 0

Item 5.	Ownership of Five Percent or Less of a Class
	Not applicable

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
	Not applicable

Item 8.	Identification and Classification of Members of the Group
	Not applicable


Item 9.	Notice of Dissolution of Group
	Not applicable

Item 10.	Certification
	The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(c):
	(b)	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.