New Generation Biofuels Holdings, Inc - Amended Annual Report (10-K/A)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Form 10-K/A

Amendment No. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

Commission File No. 001-34022

NEW GENERATION BIOFUELS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida	26-0067474
(State of Incorporation)	(I.R.S. Employer Identification No.)

1000 Primera Boulevard

Lake Mary, Florida 32746

(Address of Principal Executive Offices, Including Zip Code)

(443) 535-8660

(Registrant’s Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:

(Title of Each Class)	(Name of Exchange on Which Registered)
Common Stock, par value $.001 per share	American Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. £ Yes R No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. £ Yes R No

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. R Yes £ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

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.

£ Large accelerated filer £ Accelerated filer

£ Non-accelerated filer R 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 R No

The aggregate market value of the Registrant’s Common Stock, par value $0.001 per share, held by nonaffiliates of the Registrant, as of June 30, 2007, was $40,423,500.

As of March 14, 2008, the number of shares of the Registrant’s Common Stock, par value $0.001 per share, outstanding was 18,285,964.

DOCUMENTS INCORPORATED BY REFERENCE: None

EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (“2007 10-K”) for the purpose of filing Exhibit 10.30 that was inadvertently excluded from the original filing. This amendment does not update or modify in any way other disclosures in our 2007 10-K and does not reflect events occurring after the original filing date of March 31, 2008.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	New Generation Biofuels Holdings, Inc

	By: /s/ David A. Gillespie
	David A. Gillespie President and Chief Executive Officer

	Date: July 24, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ David A. Gillespie	President, Chief Executive Officer and Director	July 24, 2008
David A. Gillespie	(Principal Executive Officer)


/s/ Cary J. Claiborne	Chief Executive Financial Officer	July 24, 2008
Cary J. Claiborne	(Principal Financial and Accounting Officer)


/s/ Lee S. Rosen*	Chairman of the Board	July 24, 2008
Lee S. Rosen


/s/ Phillip E. Pearce*	Director	July 24, 2008
Phillip E. Pearce


/s/ John E. Mack*	Director	July 24, 2008
John E. Mack


/s/ James R. Sheppard, Jr.*	Director	July 24, 2008
James R. Sheppard, Jr.


/s/ Steven F. Gilliland*	Director	July 24, 2008
Steven F. Gilliland


	*By:	/s/ David A. Gillespie
		David A. Gillespie, Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.	Exhibit Description
3.1	Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed March 31, 2008).
3.2	Articles of Amendment to the Articles of Incorporation relating to our Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed March 31, 2008).
3.3†	Amended and Restated Bylaws, dated March 5, 2008.
4.1	Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed October 26, 2006).
4.2†	Form of $6.00 Warrant.
4.3†	Form of $5.25 Warrant.
4.4	Form of $6.25 Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on 8-K filed March 31, 2008).
10.1	Exclusive License Agreement dated as of March 20, 2006 between H2Diesel, Inc. and Ferdinando Petrucci (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 26, 2006).
10.2	Amendment #1, dated September 11, 2006, to the Exclusive License Agreement between H2Diesel, Inc. and Ferdinando Petrucci (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 26, 2006).
10.3	Amendment #2, dated December 13, 2006, to the Exclusive License Agreement dated March 20, 2006, as amended, between H2Diesel, Inc. and Ferdinando Petrucci (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 15, 2006).
10.4	Amendment #3, dated November 3, 2007, to the Exclusive License Agreement dated March 20, 2006, as amended, between H2Diesel, Inc. and Ferdinando Petrucci (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-QSB filed November 14, 2007).
10.5	Amendment #4, dated November 9, 2007, to the Exclusive License Agreement dated March 20, 2006, as amended, between H2Diesel, Inc. and Ferdinando Petrucci (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-QSB filed November 14, 2007).
10.6	Amendment #5, dated February 20, 2008, to the Exclusive License Agreement dated March 20, 2006, as amended, between H2Diesel, Inc. and Ferdinando Petrucci (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 25, 2008).
10.7†	Amendment #6, dated March 25 , 2008, to the Exclusive License Agreement dated March 20, 2006, as amended, between H2Diesel, Inc. and Ferdinando Petrucci.
10.8	Sublicense Agreement dated as of April 14, 2006 (as amended and restated on June 15, 2006) between H2Diesel, Inc. and Xethanol Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed October 26, 2006).
10.9	Technology Access Agreement dated as of June 15, 2006 between H2Diesel, Inc. and Xethanol Corporation (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed October 26, 2006).
10.10	Registration Rights Agreement dated October 16, 2006 between H2Diesel, Inc. and Xethanol Corporation (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed October 26, 2006).
10.11	Stock Purchase and Termination Agreement, dated as of October 5, 2007, by and among H2Diesel Holdings, Inc., H2Diesel, Inc. and Xethanol Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 10, 2007).
10.12	Amendment No. 1 dated November 13, 2007, to the Stock Purchase and Termination Agreement, dated October 5, 2007 between Xethanol Corporation and the Company (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-QSB filed November 14, 2007).
10.13†*	Omnibus Incentive Plan adopted November 14, 2007.
10.14†	Form of Director Non-Qualified Stock Option Agreement under Omnibus Incentive Plan.
10.15†	Form of Non-Qualified Stock Option Agreement under Omnibus Incentive Plan.
10.16†	Form of Incentive Stock Option Agreement under Omnibus Incentive Plan.
10.17†	Form of Restricted Stock Agreement under Omnibus Incentive Plan.
10.18†	Office Lease Agreement, dated as of March 12, 2008, by and between Central Florida Educators’ Federal Credit Union and H2Diesel Holdings, Inc.

10.19	Employment Agreement dated as of October 18, 2006 between David A. Gillespie and H2Diesel, Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed October 26, 2006).
10.20*	Employment Agreement dated as of May 5, 2006 between Lee S. Rosen and H2Diesel, Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed October 26, 2006).
10.21*	Amended and Restated Employment Agreement dated as of September 19, 2006, between Andrea Festuccia and H2Diesel, Inc. (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed October 26, 2006).
10.22*	Amended and Restated Employment Agreement dated as of December 18, 2007 between Cary J. Claiborne and H2Diesel, Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 11, 2008).
10.23	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed October 26, 2006).
10.24	Form of Registration Rights Agreement for May/June (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-QSB filed May 15, 2007).
10.25†	Form of Registration Rights Agreement for the December 2007 Private Placement.
10.26†	Form of Registration Rights Agreement for the March 2008 Private Placement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed March 31, 2008).
10.27	Option Agreement dated September 15, 2006, between Lee S. Rosen and H2Diesel, Inc. (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed October 26, 2006).
10.28	Option Agreement dated September 19, 2006, between Andrea Festuccia and H2Diesel, Inc. (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed October 26, 2006).
10.29	Option Agreement dated October 18, 2006, between David A. Gillespie and H2Diesel, Inc. (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed October 26, 2006).
10.30††	Option Agreement dated December 19, 2008 between Cary J. Claiborne and H2Diesel Holdings, Inc.
10.31	Form of Independent Director Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 21, 2007).
10.32	Option Agreement dated April 24, 2007, between Kim Johnson and H2Diesel Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-QSB filed May 15, 2007).
14.1†	Code of Business Conduct and Ethics adopted November 13, 2007.
21.1†	Subsidiaries of New Generation Biofuels Holdings, Inc.
24.1†	Power of Attorney (incorporated by reference to the signature page of this annual report on Form 10-K).
31.1††	Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
31.2††	Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
32.1†	Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.
32.2†	Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.