Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2011
¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ___________ to _____________
Commission File No. 1-34022
NEW GENERATION BIOFUELS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Florida
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26-0067474
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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5850 Waterloo Road, Suite 140
Columbia, MD 21045
(Address of principal executive offices)
(410) 480-8084
(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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§232.405 of this chapter) 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
At July 31, 2011, the registrant had 94,006,013 shares of common stock, $0.001 par value, issued and outstanding.
Explanatory Note
We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011, originally filed on August 15th, 2011 (the “Original Report”), in order to include (i) exhibits that were omitted from the Original Report, and (ii) Exhibit 101 formatted in XBRL.
Other than the amendment to include the exhibits described above, this Amendment No. 1 does not affect any other items in our Original Report. We are also filing as exhibits to this Amendment No. 1 the certifications pursuant to section 302 and section 906 of the Sarbanes-Oxley Act of 2002, which are currently dated.
Except as otherwise expressly stated for the item amended in this Amendment No. 1, this Amendment No. 1 continues to speak as of the date of the Original Report and we have not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with our Original Report and our other filings made with the SEC subsequent to the filing of the Original Report.
EXHIBITS
The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated herein by reference.
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Exhibit No.
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Exhibit Description
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3.1
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Amended and Restated Bylaws | |
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4.1
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First Amendment and Consent Agreement dated June 7, 2011
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4.2
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Allonge to Secured Convertible Promissory Notes dated June 7, 2011, issued to Alpha Capital Anstalt
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4.3
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Amended and Restated Secured Convertible Promissory Note dated June 7, 2011, issued to Alpha Capital Anstalt
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4.4
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Class A Warrant dated June 7, 2011, issued to Alpha Capital Anstalt | |
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4.5
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Class B Warrant dated June 7, 2011, issued to Alpha Capital Anstalt | |
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4.6
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Promissory Note dated June 7, 2011, issued to Palladium Capital Advisors, LLC | |
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4.7
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Second Convertible Promissory Note dated July 1, 2011, issued to Alpha Capital Anstalt | |
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4.8
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Class A Warrant dated July 1, 2011, issued to Alpha Capital Anstalt | |
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4.9
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Class B Warrant dated July 1, 2011, issued to Alpha Capital Anstalt | |
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4.10
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Promissory Note dated July 1, 2011, issued to Palladium Capital Advisors, LLC | |
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4.11
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Second Amendment Agreement dated August 4, 2011 | |
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31.1
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Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
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31.2
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Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
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32.1
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101
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The following materials from New Generation Biofuels Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets for the three and six months ended June 30, 2011 and 2010; (ii) Consolidated Statements of Operations for the six months ended June 30, 2011 and 2010; (iii) Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2011 and 2010; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010; and (v) Notes to Consolidated Financial Statements *
*Pursuant to Rule 406T of Regulation S-T, the Interactive Data File on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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New Generation Biofuels Holdings, Inc.
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Date: September 13, 2011
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By:
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/s/ David H. Goebel, Jr.
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David H. Goebel, Jr.
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Interim Principal Executive Officer and Chief Operating
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Officer
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(principal executive officer)
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By:
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/s/ Dane R. Saglio
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Dane R. Saglio
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Chief Financial Officer
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(principal financial officer and principal accounting officer)
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