SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
New
Generation Biofuels Holdings, Inc.
(Name of
Issuer)
Common
Stock, $0.001 par value
(Title of
Class of Securities)
644461105
(CUSIP
Number)
September 27,
2010
(Date of
Event which requires filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
q
Rule
13d-1(b)
þ
Rule
13d-1(c)
q
Rule
13d-1(d)
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*
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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.
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The
information required in the remainder of this cover page shall not be
deemed to be “filed” for 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).
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1.
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NAME
OF REPORTING PERSON
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Socius CG
II, Ltd.
IRS
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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(a)
q
(b)
q
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Bermuda
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5,950,000
(See Item 4)
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7.
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SOLE
DISPOSITIVE POWER
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5,950,000
(See Item 4)
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8.
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SHARED
DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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5,950,000
(See Item 4)
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
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q
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
9:
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12.
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TYPE
OF REPORTING PERSON
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OO
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1.
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NAME
OF REPORTING PERSON
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Socius
Capital Group, LLC
IRS
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
27-1051956
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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(a)
q
(b)
q
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5,950,000
(See Item 4)
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7.
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SOLE
DISPOSITIVE POWER
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5,950,000
(See Item 4)
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8.
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SHARED
DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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5,950,000
(See Item 4)
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
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q
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
9:
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12.
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TYPE
OF REPORTING PERSON
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HC
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1.
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NAME
OF REPORTING PERSON
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Terren S.
Peizer
IRS
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
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(a)
q
(b)
q
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5,950,000
(See Item 4)
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7.
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SOLE
DISPOSITIVE POWER
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5,950,000
(See Item 4)
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8.
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SHARED
DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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5,950,000
(See Item 4)
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
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q
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
9:
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12.
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TYPE
OF REPORTING PERSON
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IN
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1.
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NAME
OF REPORTING PERSON
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Patricia
Peizer
IRS
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
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(a)
q
(b)
q
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5,950,000
(See Item 4)
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7.
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SOLE
DISPOSITIVE POWER
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5,950,000
(See Item 4)
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8.
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SHARED
DISPOSITIVE POWER
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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5,950,000
(See Item 4)
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
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q
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
9:
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12.
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TYPE
OF REPORTING PERSON
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IN
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ITEM
1
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(a)
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Name
of Issuer:
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New
Generation Biofuels Holdings, Inc.
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(b) Address
of Issuer’s Principal Executive Offices:
5850
Waterloo Road, Suite 140
Columbia,
Maryland 21045
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ITEM
2
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(a)
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Name
of Person Filing:
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This
statement is filed by Socius CG II, Ltd. with respect to shares of common stock,
$0.001 par value per share, of the issuer beneficially owned by Socius CG II,
Ltd., and by Socius Capital Group, LLC, Terren S. Peizer and Patricia Peizer
with respect to the shares beneficially owned by Socius CG II, Ltd.
(b) Address
of Principal Business Office, or, if None, Residence:
The
address of the principal business office of Socius CG II, Ltd. is:
Clarendon
House, 2 Church Street, Hamilton HM 11, Bermuda.
The
address of the principal business office of Socius Capital Group, LLC, Mr.
Peizer and Ms. Peizer is: 11150 Santa Monica Boulevard, Suite 1500,
Los Angeles, CA 90025.
Socius CG
II, Ltd. is a Bermuda exempted company.
Socius
Capital Group, LLC is a Delaware limited liability company.
Mr.
Peizer and Ms. Peizer are United States citizens.
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(d)
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Title
of Class of Securities:
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Common
Stock, $0.001 par value per share.
644461105
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ITEM
3:
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If
this Statement if Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is
a:
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q
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a.
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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q
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b.
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Bank
as defined in Section 3(a)(6) of the Exchange
Act.
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q
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c.
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
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q
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d.
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Investment
company registered under Section 8 of the Investment
Company
Act.
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q
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e.
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
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q
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f.
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An
employee benefit plan or endowment fund in accordance with
Rule
13d-1(b)(1)(ii)(F)
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q
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g.
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G)
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q
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h.
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance
Act
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q
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i.
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A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company
Act
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q
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j.
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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(a)
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Amount
beneficially owned: See item 9 of cover
pages.
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(b)
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Percent
of class: See item 11 of cover
pages.
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(c)
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Number
of shares as to which such person
has:
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(i)
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Sole
power to vote or to direct the
vote:
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(ii)
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Shared
power to vote or to direct the
vote:
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(iii)
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Sole
power to dispose or to direct the disposition
of:
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(iv)
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Shared
power to dispose or to direct the disposition
of:
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See items
5-8 of cover pages.
The
shares of common stock were obtained by Socius CG II, Ltd. (“Socius CG”)
pursuant to an Order Approving Stipulation for Settlement of Claim issued on
September 27, 2010 (“Order”) by the Superior Court of the State of California
for the County of Los Angeles, Central District, in Case No.
BC446149.
For
purposes of calculating the percent of class, the reporting persons have assumed
that there were a total of 54,210,159 shares of common stock outstanding
immediately prior to the issuance of the shares, such that 5,950,000 shares of
common stock represent approximately 9.9% of the class subsequent to such
issuance.
Socius CG
is not a registered broker-dealer or an affiliate of a registered
broker-dealer. Voting and dispositive power with respect to the
shares is exercised by Ward Jensen, the Vice President-Trading of Socius
CG. However, the Order provides that, for so long as Socius CG or any
of its affiliates hold any shares of common stock of the issuer, Socius CG and
its affiliates are prohibited from, among other actions: (1) voting any shares
of issuer common stock owned or controlled by Socius CG or its
affiliates, or soliciting any proxies or seeking to advise or influence any
person with respect to any voting securities of the issuer; (2) engaging or
participating in any actions or plans that relate to or would result in, among
other things, (a) acquiring additional securities of the issuer, alone or
together with any other person, which would result in Socius CG and its
affiliates collectively beneficially owning or controlling, or being deemed to
beneficially own or control, more than 9.99% of the total outstanding common
stock or other voting securities of the issuer, (b) an extraordinary corporate
transaction such as a merger, reorganization or liquidation, (c) a sale or
transfer of a material amount of assets, (d) changes in the present board of
directors or management of the issuer, (e) material changes in the
capitalization or dividend policy of the issuer, (f) any other material change
in the issuer’s business or corporate structure, (g) actions which may impede
the acquisition of control of the issuer by any person or entity, (h) causing a
class of securities of the issuer to be delisted, (i) causing a class of equity
securities of the issuer to become eligible for termination of registration; or
(3) any actions similar to the foregoing. These prohibitions may not
be modified or waived without further order of the Court.
Socius
Capital Group, LLC (“Socius Capital”), Mr. Peizer and Ms. Peizer directly own no
shares of the issuer. Ms. Peizer is the sole ultimate beneficial
owner of Socius Capital. By reason of the provisions of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended, Socius Capital, Mr. Peizer
and/or Ms. Peizer may be deemed to beneficially own and/or control the shares
owned by Socius CG. Socius Capital and Mr. Peizer disclaim beneficial
ownership and control, and Ms. Peizer disclaims control, of any of the
securities covered by this statement.
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ITEM
5:
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Ownership
of Five Percent or Less of a Class.
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities check the following box:
q
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ITEM
6:
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
Applicable.
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ITEM
7:
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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See
Exhibit 1.
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ITEM
8:
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Identification
and Classification of Members of the
Group.
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Not
Applicable.
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ITEM
9:
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Notice
of Dissolution of Group.
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Not
Applicable.
By
signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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 such 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.
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Dated:
September 27, 2010
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SOCIUS
CG II, LTD.
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By:
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/s/ Terren
S. Peizer
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Name: Terren
S. Peizer
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Its: Managing
Director
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Dated:
September 27, 2010
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SOCIUS
CAPITAL GROUP, LLC
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By:
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/s/ Terren
S. Peizer
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Name: Terren
S. Peizer
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Its: Managing
Director
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Dated:
September 27, 2010
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By:
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/s/ Terren
S. Peizer
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Terren
S. Peizer
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Dated:
September 27, 2010
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By:
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/s/ Patricia
Peizer
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Patricia
Peizer
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EXHIBIT INDEX TO SCHEDULE
13G
EXHIBIT
1
Exhibit
Stating Identity of Relevant Subsidiary per Item 7 of Schedule 13G
EXHIBIT
2
Joint
Filing Agreement among Socius CG II, Ltd., Socius Capital Group, LLC, Terren S.
Peizer and Patricia Peizer
Exhibit
1
Socius CG
II, Ltd. is a subsidiary of Socius Capital Group, LLC
Exhibit
2
JOINT
FILING AGREEMENT
This
Joint Filing Agreement, entered into and effective as of September 27, 2010, is
made by and among Socius CG II, Ltd., Socius Capital Group, LLC, Terren S.
Peizer and Patricia Peizer (each, a “Filer” and, collectively, the “Filers”)
pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended.
Each
of the Filers hereby acknowledges and agrees that the foregoing statement on
Schedule 13G is filed on behalf of each of the Filers and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of
the Filers without the necessity of filing additional joint filing agreements.
Each Filer acknowledges that such Filer shall be responsible for the timely
filing of such amendments and for the completeness and accuracy of the
information concerning such Filer contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning any
of the other Filers, except to the extent that such Filer knows or has reason to
believe that such information is inaccurate.
This
Joint Filing Agreement may be executed in any number of counterparts and all of
such counterparts taken together shall constitute one and the same
instrument.
This
Joint Filing Agreement may be terminated by any of the Filers upon written
notice to the other Filers.
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Dated:
September 27, 2010
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SOCIUS
CG II, LTD.
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By:
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/s/ Terren
S. Peizer
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Name: Terren
S. Peizer
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Its: Managing
Director
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Dated:
September 27, 2010
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SOCIUS
CAPITAL GROUP, LLC
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By:
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/s/ Terren
S. Peizer
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Name: Terren
S. Peizer
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Its: Managing
Director
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Dated:
September 27, 2010
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By:
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/s/ Terren
S. Peizer
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Terren
S. Peizer
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Dated:
September 27, 2010
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By:
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/s/ Patricia
Peizer
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Patricia
Peizer
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