UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 31, 2008 NEXGEN BIOFUELS LTD. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Israel 0-17788 N/A - ------------------------------- ---------------- ------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 8905 Regent Park Dr. Suite 210 Tampa, FL 33647 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 813-929-4820 -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) CHANGE IN DIRECTORS OR PRINCIPAL OFFICERS ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; Mr. Israel Amir, Mr. Elan Penn, Mrs. Varda Rotter and Mr. Kennet Hoyt have resigned as Board of Directors of the company as of December 31, 2008. They are all pursuing other opportunities outside the Company. 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 hereunto duly authorized. NexGen Biofuels Ltd. By: /s/ Ram Ajjarapu -------------------- Ram Ajjarapu Chief Executive Officer Dated: January 8, 2009