NewGen (NWGN) 10QSB 2007 Q2 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

x Quarterly report filed under Section 13 or 15 (d) of the Securities

Exchange Act of 1934 For the Quarterly Period Ended June 30, 2007

or

o Transitional report filed under Section 13 or 15 (d) of the

Exchange Act.

Commission File No. 0-23365

NEWGEN TECHNOLOGIES, INC.

(A development stage company)

(Name of Small Business Issuer in its Charter) 

Nevada	33-0840184
State or other jurisdiction of	I.R.S. Employer
incorporation or organization	Identification Number

6000 Fairview Road 12^th Floor, Charlotte, North Carolina 28210

(Address of principal executive office)

Issuer's telephone number: (704) 552-3590

Check whether the issuer: (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) been subject to such filing requirements for the past ninety (90) days.

Yes x  No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes oNo x

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date: As of

August 20, 2007, there were 67,033,213. shares of Common Stock, par value $0.001 per share, outstanding.

Transitional Small Business Disclosure Format (check one):

Yes o  No x

TABLE OF CONTENTS

	Page
PART I FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
a. Condensed Consolidated Balance Sheet as of June 30, 2007 and 2006 (Unaudited)		1
b. Condensed Consolidated Statements of Operations and Comprehensive (Loss) for the three months and period ended June 30, 2007 and 2006 and for the period from June 1, 2005 (Inception) to June 30, 2007 (Unaudited)		2
c. Condensed Consolidated Statement of Changes in Stockholders’ Deficiency for the period from June 1, 2005 (Inception) to June 30, 2007 (Unaudited)		3
d. Condensed Consolidated Statements of Cash Flows for the three months and period ended June 30, 2007 and 2006 and for the period from June 1, 2005 (Inception) to June 30, 2007 (Unaudited)		6
e. Notes to Condensed Consolidated Financial Statements as of June 30, 2007 (Unaudited)		7
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS		36
Item 3. CONTROLS AND PROCEDURES		50
PART II OTHER INFORMATION		52
Item 1. LEGAL PROCEEDINGS		52
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		53
Item 3. DEFAULTS ON SENIOR SECURITIES		53
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		54
Item 5. OTHER INFORMATION		54
Item 6. EXHIBITS AND REPORTS ON 8-K		55
SIGNATURES PAGE		57
CERTIFICATIONS

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Plan of Operation of this Quarterly Report on Form 10-QSB include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the actual results of the Company (sometimes referred to as "we", "us" or the "Company"), performance (financial or operating) or achievements expressed or implied by such forward-looking statements not to occur or be realized. Such forward-looking statements generally are based upon the Company's best estimates of future results, general merger and acquisition activity in the marketplace, performance or achievement, based upon current conditions and the most recent results of operations. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "project," "expect," "believe," "estimate," "anticipate," "intends," "continue", "potential," "opportunity" or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions. (See the Company's Form 10-KSB for a description of certain of the known risks and uncertainties of the Company.)

NEWGEN TECHNOLOGIES, INC.

(A development stage company)

CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	June 30,			June 30,
ASSETS	2007			2006
CURRENT ASSETS
Cash	$	9,722		$	322,379
Accounts receivable		-			-
Unbilled revenue		-			-
Deposits		-			10,710
Prepaid assets		12,000			52,600
Pending acquisition costs		-			-
Deferred debt issuance costs		577,666			297,531
Total Current Assets		599,388			683,220
Long term deferred debt issuance costs		-			488,233
Property, plant and equipment, net of accumulated depreciation of $24,346 in 2007 and $2,025 in 2006		6,809,090			6,223,788
Investment in IPF America		-			-
Total Other Assets		6,809,090			6,712,021
TOTAL ASSETS	$	7,408,478		$	7,395,241
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Notes payable and convertible debentures - related parties net of unamortized discount of $ 3,580,845 for 2007 and $-0- for 2006	$	6,302,799		$	-
Accounts payable and accrued expenses - related parties		1,552,427			2,812,310
Accounts payable and accrued expenses - non-related		7,037,776			4,256,808
Total Current Liabilities		14,893,002			7,069,118
LONG TERM LIABILITIES
Convertible debentures - non-related net of unamortized discount of $-0- for 2007 and $2,849,527 for 2006		-			1,040
Derivative financial instrument liability		3,612,806			2,710,600
Total Long Term Liabilities		3,612,806			2,711,640
TOTAL LIABILITIES		18,505,808			9,780,758
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 66,983,213 shares issued and outstanding 2007 and 38,611,224 in 2006		66,983			38,611
Additional paid-in capital		13,780,033			6,373,312
Common stock subscriptions receivable		-
Deferred equity-based expenses		(208,405	)		(910,235	)
Accumulated other comprehensive income		(73,373	)		-
Deficit accumulated during development stage		(24,662,568	)		(7,887,205	)
TOTAL STOCKHOLDERS' DEFICIENCY		(11,097,330	)		(2,385,517	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	7,408,478		$	7,395,241

The accompanying notes are an integral part of the consolidated financial statements.

-1-

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

							For the Period			For the Period
	For the Six			For the Six			From June 1, 2005			From June 1, 2005
	Months Ended			Months Ended			(Inception) to			(Inception) to
	June 30, 2007			June 30, 2006			June 30, 2007			June 30, 2006
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues	$	981,548		$	-		$	1,897,818		$	-
Consulting cost of goods and services		412,450			-			651,346			-
Compensation		2,248,162			1,326,494			8,093,545			2,979,854
Professional services		1,833,481			1,151,603			7,111,446			2,518,708
Travel		482,141			465,011			1,679,438			918,719
Marketing		415,943			3,772			659,318			245,719
Royalty		125,000			125,000			500,000			250,000
Investor relations		171,057			178,842			683,579			297,548
Write offs and provisions for losses		3,282,621			127,383			3,620,427			235,940
General and administrative expenses		874,464			247,298			1,865,788			410,407
Loss from operations		(8,863,771	)		(3,625,403	)		(22,967,068	)		(7,856,895	)
Other income (expenses)
Derivative instrument income (expense)		4,902,335			139,115			1,479,985			139,115
Other		51,311			-			53,323			-
Interest		(887,470	)		(35,442	)		(1,230,631	)		(62,674	)
Settlements and penalties		(562,500	)		-			(1,104,944	)		-
Amortization of deferred debt issuance costs		(414,134	)		(99,237	)		(819,834	)		(99,237	)
Asset Impairment		(55,553	)					(55,553	)
Bank fees and escrow fees		(9,187	)		(2,158	)		(17,845	)		(8,119	)
Total other income (expenses)		3,024,802			2,278			(1,695,500	)		(30,915	)
Loss before provision for income taxes		(5,838,969	)		(3,623,125	)		(24,662,568	)		(7,887,810	)
Provision for income taxes		-			-			-			-
Net loss		(5,838,969	)		(3,623,125	)		(24,662,568	)		(7,887,810	)
Other comprehensive (loss)
Foreign currency translation adjustments		(64,778	)		-			(73,373	)
Comprehensive (loss)	$	(5,903,747	)	$	(3,623,125	)	$	(24,735,941	)	$	(7,887,810	)
Loss per share - basic and diluted	$	(0.09	)	$	(0.10	)	$	(0.59	)	$	(0.22	)
Weighted average number of common shares outstanding - basic and diluted		64,654,404			37,615,615			41,550,078			36,102,035

The accompanying notes are an integral part of the consolidated financial statements.

-2-

NEWGEN TECHNOLOGIES, INC.

 (A development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

FOR THE PERIOD FROM JUNE 1, 2005 (INCEPTION) TO JUNE 30, 2007

 (UNAUDITED)

																			Deficit
								Common			Common			Deferred			Accumulated		Accumulated
					Additional			Stock			Stock			Equity			Other		During
	Common Stock				Paid-In			to be			Subscriptons			Based			Comprehensive		Development
	Shares		Amount		Capital			issued			Receivable			Expenses			Income (Loss)		Stage			Total
Balance at June 1, 2005		-	$	-	$	-		$	-		$	-		$	-		$	-	$	-		$	-
Issuance of shares of common stock to founders
in exchange for subscriptions receivable		27,711,000		27,711		(24,940	)		-			(2,581	)		-			-		-			190
Issuance of shares of common stock in exchange
for services and expense reimbursement		424,033		424		211,596			-			-			-			-		-			212,020
Transfer of shares of common stock in a share exchange agreement		3,333,491		3,333		(3,333	)		-			-			-			-		-			-
Common stock to be issued for cash (4,225,500 shares)		-		-		-			2,112,750			(25,000	)		-			-		-			2,087,750
Common stock to be issued for services and
expense reimbursement  (1,094,000 shares)		-		-		-			547,000			-			(122,641	)		-		-			424,359
Non-cash compensation expense  for intrinsic value of options
granted in September		-		-		885,000			-			-			(737,500	)		-		-			147,500
Issuance of shares of common stock		4,225,500		4,226		2,108,524			(2,112,750	)		25,000			-			-		-			25,000
Non-cash compensation expense for intrinsic value of options
granted in October		-		-		600,000			-			-			(562,500	)		-		-			37,500
Issuance of shares of common stock		1,094,000		1,094		545,906			(547,000	)		-			70,727			-		-			70,727
Common stock to be issued for services
and expense reimbursement  (13,000 shares)		-		-		-			13,000			-			(4,000	)		-		-			9,000
Common stock to be issued for cash (265,200 shares)		-		-		-			265,200			-			-			-		-			265,200
Common stock and warrant to be issued in exchange
for subscriptions receivable (805,000 shares)		-		-		-			805,000			(805,000	)		-			-		-			-
Net loss																				(4,264,080	)		(4,264,080	)
Balance at December 31, 2005		36,788,024		36,788		4,322,753			1,083,200			(807,581	)		(1,355,914	)		-		(4,264,080	)		(984,834	)

The accompanying notes are an integral part of the condensed consolidated financial statements

Continued

-3-

NEWGEN TECHNOLOGIES, INC.

(A development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

FOR THE PERIOD FROM JUNE 1, 2005 (INCEPTION) TO JUNE 30, 2007

(UNAUDITED)

																				Deficit
								Common			Common			Deferred			Accumulated			Accumulated
					Additional			Stock			Stock			Equity			Other			During
	Common Stock				Paid-In			to be			Subscriptons			Based			Comprehensive			Development
	Shares		Amount		Capital			issued			Receivable			Expenses			Income (Loss)			Stage			Total
Balance at January 1, 2006		36,788,024		36,788		4,322,753			1,083,200			(807,581	)		(1,355,914	)		-			(4,264,080	)		(984,834	)
Issuance of shares of common stock		1,523,200		1,523		1,521,679			(1,083,200	)		805,000			-			-			-			1,245,002
Amortization of compensation expense and services for the three months ended
March 31, 2006		-		-		46,894			-			-			172,790			-			-			219,684
Issuance of shares of common stock in exchange for
subscriptions in conjunction with issuance of receivable (805,000 shares) convertible debentures		300,000		300		599,700			-			-			-			-			-			600,000
Payment for Shares of common stock previously issued		-		-		-			-			2,581			-			-			-			2,581
Amortization of compensation expense and services for the three months ended June 30, 2006		-		-		42,591			-			-			112,585			-			-			155,176
Cancellation of options granted in 2005		-		-		(160,305	)		-			-			160,305			-			-			-
Conversion of Cornell Debenture on August 22, 2006		390,625		391		99,610			-			-			-			-			-			100,001
Amortization of compensation expense and services for the three months ended Sept. 30, 2006		-		-		42,591			-			-			132,970			-			-			175,561
Equity based settlement		562,500		563		224,437			-			-			-			-			-			225,000
Cancellation of options granted in 2005		-		-		(437,500	)		-			-			437,500			-			-			-
Non-cash compensation expense for intrinsic value of options on October 6, 2006						672,984																		672,984
Conversion of Convertible Debenture on October 11, 2006		416,667		417		49,583			-			-			-			-			-			50,000
Conversion of Convertible  Debenture on  November 13, 2006		189,394		189		24,811			-			-			-			-			-			25,000
Conversion of Convertible Debenture on November 21, 2006		806,452		806		99,194			-			-			-			-			-			100,000
Conversion of Convertible Debenture on November 24, 2006		806,452		806		99,194			-			-			-			-			-			100,000
Conversion of Convertible Debenture on November 24, 2006		104,667		105		14,895			-			-			-			-			-			15,000
Conversion of Convertible  Debenture on December 27, 2006		247,844		248		88,976			-			-			-			-			-			89,224
Conversion of Convertible Debenture on December 12, 2006		13,558,058		13,558		3,104,795			-			-			-			-			-			3,118,353
Conversion of Convertible Debenture on December 12, 2006		4,646,257		4,646		1,063,993			-			-			-			-			-			1,068,639
Amortization of compensation expense and services		-		-		12,907			-			-			95,469			-			-			108,376
for the three months ended December 31, 2006
Common stock issued for services on December 21, 2006		1,350,000		1,350		808,650			-			-			-			-			-			810,000
Common stock issued for services on December 21, 2006		500,000		500		299,500			-			-			-			-			-			300,000
FAS 123R valuation adjustment		-		-		(320,382	)		-			-			-			-			-			(320,382	)
Foreign currency translation gain		-		-		-			-			-			-			(8,595	)		-			(8,595	)
Net loss		-		-		-			-			-			-			-			(14,559,519	)		(14,559,519	)
Balance at December 31, 2006		62,190,140		62,190		12,321,550			-			-			(244,295	)		(8,595	)		(18,823,599	)		(6,692,749	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

Continued

-4-

 NEWGEN TECHNOLOGIES, INC.

 (A development stage company)

 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

 FOR THE PERIOD FROM JUNE 1, 2005 (INCEPTION) TO JUNE 30, 2007

 (UNAUDITED)

	Common Stock				Additional Paid-In Capital			Common Stock to be issued		Common Stock Subscriptons Receivable		Deferred Equity Based Expenses			Accumulated Other Comprehensive Income (Loss)			Deficit Accumulated During Development Stage			Total
	Shares		Amount
Balance at January 1, 2007	62,190,140		62,190		12,321,550			-		-		(244,295		)	(8,595		)	(18,823,599		)	(6,692,749		)
Conversion of Convertible Debenture on January 17, 2007		763,359		763		399,237			-		-		-			-			-			400,000
Conversion of Convertible Debenture on January 17, 2007		763,359		763		399,237			-		-		-			-			-			400,000
Conversion of Convertible Debenture on February 20, 2007		367,188		367		234,633			-		-		-			-			-			235,000
Conversion of Warrants on March 1, 2007		2,155,000		2,155		-			-		-		-			-			-			2,155
Conversion of Convertible Debenture on March 5, 2007		56,667		57		33,943																34,000
Conversion of Convertible Debenture on March 5, 2007		666,667		667		399,333																400,000
Conversion of Convertible Debenture on March 9, 2007		20,833		21		12,479																12,500
Non-cash compensation expense for intrinsic value of options on March 26, 2007		-		-		325,911																325,911
Amortization of compensation expense and services for the three months ended March 31, 2007		-		-		12,907			-		-		82,968						-			95,875
Cancellation of options issued in 2006						(502,150	)															(502,150	)
Non-cash compensation expense for intrinsic value of options granted 06/29/07						130,046							(130,046	)								-
Amortization of compensation expense and services for the three months ended June 30, 2007						12,907							82,968									95,875
Foreign currency translation gain		-		-		-			-		-		-			(64,778	)		-			(64,778	)
Net loss		-		-		-			-		-		-			-			(5,838,969	)		(5,838,969	)
Balance at June 30, 2007		66,983,213	$	66,983	$	13,780,033		$	-	$	-	$	(208,405	)	$	(73,373	)	$	(24,662,568	)	$	(11,097,330	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

-5-

NEWGEN TECHNOLOGIES, INC.

(A development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

							For the Period
	For the Six			For the Six			From June 1, 2005
	Months Ended			Months Ended			(Inception) to
	June 30, 2007			June 30, 2006			June 30, 2007
Cash flows from operating activities:
Net loss	$	(5,838,969	)	$	(3,623,125	)	$	(24,662,568	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		5,188			810			22,781
Recognition of deferred equity based expense		61,706			89,485			1,436,611
Non-cash compensation expense		(46,193	)		285,374			1,601,407
Accretion of debt discount on convertible debentures		1,258,513			755			1,511,916
Amortization of deferred debt issuance costs		414,134			99,237			819,834
(Gain) loss on derivative instruments		(4,902,335	)		(139,115	)		(1,479,985	)
Amortization of royalty agreement		125,000			-			500,000
Capitalized Interest		(669,545	)		-			(848,010	)
Non-cash expenses settled in equity		-			-			163,262
Equity based settlement stock issued		-			-			277,714
Allowance for doubtful accounts		(386,661	)		-			(386,661	)
Gain on equity earnings on IPF America		-			-			(29,678	)
Asset Impairment		473,452						473,452
Changes in operating assets and liabilities:
(Increase) in accounts receivable		803,945			-			402,276
(Increase) in prepaid royalty		-			125,000			(250,000	)
(Increase) in prepaid assets and deposits		213,366			(56,943	)		435,422
(Increase) in other current assets		157,462			-			43,868
Increase in accounts payable
and accrued expenses - related parties		2,101,613			(327,957	)		3,575,091
Increase in accounts payable and accrued expenses - non-related		3,556,596			3,610,455			4,997,467
Note payable issued for expenses paid on behalf of the Company
and accrued interest, net of repayments		-			-			281,500
Net cash used in operating activities		(2,672,729	)		63,976			(11,114,303	)
Cash flows from investing activities:
Purchases of property, plant and equipment		(3,000	)		(5,878,110	)		(5,799,486	)
Deposit on land and improvements		-			-			(340,000	)
Cash paid for acquisitions		(327,500	)		-			(678,567	)
Pending acquisition costs		378,509			-			-
Joint venture dissolution		-						(110,000	)
Net cash used in investing activities		48,009			(5,878,110	)		(6,928,053	)
Cash flows from financing activities:
Proceeds from convertible debentures		2,425,000			2,850,000			11,169,368
Proceeds from notes payable		-			2,172,500			4,443,731
Payment of debt issuance costs		(172,500	)		(285,000	)		(797,500	)
Proceeds received for common stock issued to founders		-			-			190
Proceeds received from common stock to be issued		-			-			2,377,950
Proceeds received for common stock issued		2,156			1,247,583			1,249,737
Repayment of notes payable to related parties		-			-			(318,026	)
Net cash provided by financing activities		2,254,656			5,985,083			18,125,450
Effect of foreign currency translation on cash		(64,777	)		-			(73,372	)
Net increase in cash		(434,841	)		170,949			9,722
Cash, beginning of period		444,563			151,430			-
Cash, end of period	$	9,722		$	322,379		$	9,722
Non cash investing and financing activities:
Common stock issued for deferred equity based expenses	$	-		$	-		$	910,234
Conversion of debenture into stock	$	1,481,500		$	-		$	479,224
Deposit on land improvements utilized to acquire terminals	$	-		$	-		$	340,000
Conversion of note payable and interest into common stock	$	-		$	-		$	4,186,992
Common stock issued with the convertible debentures
and included in deferred debt costs	$	-		$	600,000		$	600,000
Settlement of debt with issuance of common stock	$	-		$	-		$	225,000
Increase in derivative financial instrument liability with
corresponding increase in discount on convertible debentures	$	1,433,633		$	2,848,960		$	6,905,393
Interest paid	$	21,582		$	-		$	48,582

The accompanying notes are an integral part of the condensed consolidated financial statements.

-6-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

(1)ORGANIZATION

Refuel (a development stage company), was incorporated on June 1, 2005 under the laws of the state of Delaware.  Refuel was formed for the purpose of developing and distributing innovative alternative fuels including biodiesel.  Refuel’s offices are located in Charlotte, North Carolina. The Company’s fiscal year end is December 31. 

On July 29, 2005, Bongiovi Entertainment, Inc. (“Bongiovi"), a totally inactive reporting public shell corporation, consummated a Share Exchange Agreement (the "Agreement") with Refuel whereby all of the shareholders in Refuel had their shares converted into 28,135,033 shares of Bongiovi, or approximately 89% of the common stock of Bongiovi. Under generally accepted accounting principles, a company whose stockholders receive over fifty percent of the stock of the surviving entity in a business combination is considered the acquirer for accounting purposes.  Accordingly, the transaction was accounted for as an acquisition of Bongiovi, the legal acquirer, and a recapitalization of Refuel, the accounting acquirer.

On August 10, 2005, to effect a name change, Bongiovi executed a merger and reorganization agreement with the sole shareholder of NewGen Technologies, Inc, a newly formed Nevada corporation. This transaction effectively changed the registrant’s name from Bongiovi Entertainment, Inc. to NewGen Technologies, Inc.

The Company has not generated any significant revenues since inception and the Company is in the process of raising additional capital and financing for future operations. Failure to obtain additional financing will have a material adverse effect on our financial performance, operating statement, balance sheet and stock price and require us to implement drastic cost reduction initiatives, curtail or cease operations.

(2)BASIS OF PRESENTATION ANDSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Restatement

On August 29, 2006, the Company restated its financial statements as of and for the three months ended March 31, 2006 and for the period from June 1, 2005 (Inception) to March 31, 2006 to reflect changes in the valuation of our embedded derivative financial instrument liability due to the use of a more comprehensive modeling tool for valuing such complex derivative financial instruments and the identification of other embedded derivative financial instruments. The amounts reported in the accompanying condensed consolidated financial statements for the period from June 1, 2005 (Inception) to March 31, 2007 reflect these restated amounts.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. They do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information refer to the December 31, 2006 consolidated financial statements of NewGen Technologies, Inc., included in the Company’s filing on Form 10-KSB /Amendment No.1 on April 3, 2007.

Use of Estimates

In preparing our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts in the financial statements and the accompanying notes. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions we are required to make.

Estimates that are critical to the accompanying condensed consolidated financial statements include the identification and valuation of derivative instruments, the amortization periods for debt issuance costs and the amortization of discounts on convertible securities arising from warrants, options and bifurcated derivative instruments, estimates that arise from the provisions for loss on advances to joint ventures, the valuation of deferred income tax assets and estimated depreciation for tangible assets. Management bases its estimates and judgements on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

-7-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

During this last fiscal quarter, as noted in other sections of this document, the joint ventures Advanced Biotechnologies, LLC and NewGen Biofuels Asia Pte Ltd and IPF GmbH, the wholly owned subsidiary of Actanol GmbH, which is 60% owned by Actanol Inc. were unable to remit their required financial statements and related financial data to the corporate accounting department to enable accurate consolidation for this last fiscal quarter. The reason for this was due to the lack of payments from NewGen to the joint ventures and majority owned subsidiary. This was due to the lack of liquidity at the NewGen (parent company) level, which impacts all other joint ventures and subsidiaries. Estimates have been used for the last fiscal quarter’s activity. Accordingly, the Company acknowledges that the statements and financial data presented for the periods ending June 30, 2007 would need to be restated, should the actual results from the aforementioned joint ventures and majority owned subsidiary materially differ from the estimates used.

Revenue Recognition and Valuation of Unbilled Revenues

Revenue is recognized only when all of the following are present: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, our fee to the client is fixed or determinable, and collectability is reasonably assured. These criteria are in accordance with GAAP and SEC Staff Accounting Bulletin No. 104 (SAB 104). The Company currently offers engineering services, project management and logistical support to its clients. Revenues are recorded in the period in which services are provided and meet revenue recognition criteria in accordance with SAB 104. The Company bills clients based upon a predetermined agreed upon fixed fee or based on actual hours incurred on client projects at expected net realizable rates per hour, plus agreed upon out-of-pocket expenses. The cumulative impact on any subsequent revision in the estimated realizable value of unbilled fees for a particular client project is reflected in the period in which the change becomes known.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of NewGen Technologies, Inc., its wholly owned subsidiaries majority owned (greater than 50% owned) subsidiaries and all variable interest entities (VIE’s) (collectively, the “Company”) for which the Company is the primary beneficiary. All material inter-company accounts and transactions have been eliminated in consolidation.

Variable Interest Entities

In general, a VIE is a corporation, partnership, limited-liability corporation, trust or any other legal structure used to conduct activities or hold assets that either 1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support; 2) has a group of equity owners that are unable to make significant decisions about its accountabilities; or 3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. FIN 46 (R) requires a VIE to be consolidated if a party with an ownership, contractual or other financial interest in the VIE (a variable interest holder) is obligated to absorb a majority of the risk of loss from the VIE’s activities, is entitled to receive a majority of the VIE’s residual returns, or both. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary must record all of the VIE’s assets, liabilities and non-controlling interests at fair value and account for the VIE as if it were consolidated based on majority voting interest.

Joint Ventures

The Company intends to operate certain of its manufacturing and distribution business through various joint ventures. Upon the adoption of FIN 46 (R), the Company has consolidated all joint ventures that were determined to be VIE’s and where the Company is the primary beneficiary.

-8-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

On September 2, 2005, the Company formed a joint venture, named Advanced Biotechnologies, LLC, with Advanced Biotechnologies, Inc. for the purpose of blending, processing, storing, distributing and selling biodiesel, biodiesel mixtures and biodiesel byproducts. The Company has a 50% voting interest and a 50% allocation share of Advanced Biotechnologies, LLC’s profits and losses. The Company has contributed capital of $664,571 for initial start up costs to Advanced Biotechnologies, LLC (“ABL”) as of June 30, 2007. The Company has concluded that this joint venture is a VIE and accordingly has included this entity in its condensed consolidated statements as of June 30, 2007 and for the period from June 1, 2005 (inception) to June 30, 2007. Financing has not yet been obtained and as such, this joint venture has ceased operations until financing is secured. In addition, due to the liquidity problems encountered by ABL, financial information has been intentionally withheld by the managers of ABL from the corporate accounting department for the three months ended June 20, 2007 for consolidation into the books and records of the Company. Based on historical results and the corporate accounting departments experience, the financial information for the three months ended June 30, 2007 have been estimated, using March 31, 2007 information as a basis as shown below:

Advanced Biotechnologies, Inc.	Actual		Estimated
	March 31, 2007		June 30, 2007
Revenues	$	-	$	-
Consulting cost of goods and services		-		-
Compensation		19,136		38,273
Professional services		-		-
Travel		-		-
Marketing		-		-
Royalty		-		-
Investor relations		-		-
Write offs and provisions for losses		-		-
General and administrative expenses		4,901		9,802
Loss from operations:		24,038		48,075
Other (income) expenses		-		-
Other expenses		-		-
Net Loss:	$	24,038	$	48,075

Assumptions:

Operating statement categories for the three months ended March 31, 2007 were used for the current three month period ending June 30, 2007. Analysis of the three months ended March 31, 2007 indicated that the majority of expenses were period costs, based on the passage of time as opposed to non-period type costs. Also considered were potential contingencies that should be recorded, during this period, however, this was deemed remote. There were no revenues for the three months ended March 31, 2007 and correspondingly, no revenues for the three months ended June 30, 2007.

Balance sheet items were assessed based on the lower of carrying amount or fair value less cost to sell. The result of this was a 100% reserve for all assets, except cash.

On November 8, 2005, the Company formed a joint venture, named PowerSHIFT Biofuels of Iowa, LLC, with PowerSHIFT Energy Company, Inc., for the purpose of conducting the business of manufacturing, processing, storing, marketing, distributing, and selling biodiesel, biodiesel mixtures, and biodiesel byproducts. The Company has a 50% voting interest and a 50% allocation share of PowerSHIFT Biofuels of Iowa, LLC’s profits and losses. The Company has contributed capital of $210,090 for initial start up costs to PowerSHIFT Biofuels of Iowa, LLC as of June 30, 2007. The Company has concluded that this joint venture is a VIE and accordingly has included this entity in its condensed consolidated financial statements as of June 30, 2007 and for the period from June 1, 2005 (inception) to June 30, 2007. The Company currently is in the process of dissolving this joint venture.

On November 8, 2005, the Company formed a joint venture, named PowerSHIFT Biofuels of Hawaii, LLC, with PowerSHIFT Energy Company Inc., for the purpose of conducting the business of manufacturing, processing, storing, marketing, distributing, and selling biodiesel, biodiesel mixtures, and biodiesel byproducts. The Company has a 50% voting interest and a 50% allocation share of PowerSHIFT Biofuels LLC’s profits and losses. As of June 30, 2007, there has been no activity in the joint venture. Therefore, the Company has not advanced any capital for initial start up costs to PowerSHIFT Biofuels of Hawaii, LLC. The Company has concluded that this joint venture is a VIE and accordingly has included this entity in its condensed consolidated financial statements as of June 30, 2007, and for the period from June 1, 2005 (inception) to June 30, 2007. The Company currently is in the process of dissolving this joint venture.

-9-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

On November 29, 2005, the Company signed an agreement with AG Global Partners, Ltd., that included several provisions that if agreed, would then lead to the formation of a joint venture named NewGen Fuel Technologies, Ltd., a company registered in the United Kingdom. The purpose of the joint venture was to be involved in all steps of the manufacture of biofuels through the supply and distribution of fuels to wholesale and retail networks in Europe, the Middle East, Southeastern Asia and Australia. The Company has a 50% voting interest and a 50% allocation share of NewGen Fuel Technologies, Ltd’s profits and losses. As of December 31, 2006, the Company has funded the start up costs in the amount of $191,507; however, the amount has been fully reserved since the joint venture has not been consummated. On September 5, 2006, the Company terminated its interest in consummating this joint venture and has paid AG Global Partners Ltd. a cash payment of $110,000 and 562,500 shares of the Company’s Common Shares and 562,500 shares was paid by a former executive director. Additionally as a condition of the agreement, the shares contained a put right, where by the Company would be required to purchase, at the option of the former executive director all or some of the shares at $0.50 per share. This right vested on March 5, 2007, upon the Company’s failure to register these shares on this date. The former executive director has demanded payment in full for all shares on April 19, 2007 in the amount of $562,500, which has been accrued in the books and records of the Company.

On November 30, 2005, the Company formed a joint venture named Actanol BioEngineering, LLC, with Actanol Service, Ltd., a provider of alternative energy and biofuel plant solutions, to conduct the business of design, engineering, contracting, building, staffing and managing the feasibility and operational processes of various types of biofuel plants and agro-refineries. On August 15, 2006, the Company increased its ownership interest from 50% voting interest to 60% and from 50% to 60% allocation share of Actanol BioEngineering, LLC’s profits and losses. Additionally, Actanol BioEngineering LLC changed its capital structure from a limited liability company to a corporation. The Company has advanced $1,700,899 for initial start up costs to Actanol BioEngineering, LLC as of March 31, 2007. No additional contributions for working capital were made subsequent to March 31, 2007. The Company has included this entity in its condensed consolidated financial statements as of March 31, 2007, and for the period from June 1, 2005 (inception) to June 30, 2007. This joint venture has curtailed operations until additional financing is secured. Actanol’s wholly-owned subsidiary, Actanol GmbH, which owns 100% IPF GmbH, which was acquired on September 1, 2006, as noted below. Due to the significant liquidity problems encountered by IPF GmbH the managers were forced to seek insolvency protection with the local court in Bad Homburg, Germany on August 09, 2007; financial information has been intentionally withheld from the corporate accounting department for the three months ended June 20, 2007 for consolidation into the books and records of the Company. Based on historical results and the corporate accounting departments experience, the financial information for the three months ended June 30, 2007 have been estimated, using March 31, 2007 information as a basis as shown below:

IPF GmbH	Actual			Estimated
	March 31, 2007			June 30, 2007
Revenues	$	(981,548	)	$	(981,548	)
Consulting cost of goods and services		333,617			333,617
Compensation		511,723			1,039,412
Professional services		34,592			675,175
Travel		84,347			171,144
Marketing		-			-
Royalty		-			-
Investor relations		-			-
Write offs and provisions for losses		-			727,231
General and administrative expenses		100,853			176,677
Loss from operations:		83,584			2,141,708
Other (income) expenses		(24,854	)		(25,214	)
Other expenses		62,124			423,668
Net Loss:	$	120,584		$	2,550,295

-10-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

Assumptions:

Operating statement categories for the three months ended March 31, 2007 were used for the current three month period ending June 30, 2007. Analysis of the three months ended March 31, 2007 indicated that the majority of expenses were period costs, based on the passage of time as opposed to non-period type costs. Also considered were potential contingencies that should be recorded, during this period, however, this was deemed remote. There were revenues for the three months ended March 31, 2007, however, due to the substantial deterioration of the business of IPF GmbH, and to the fact that all lists of existing contracts or sales reports have been intentionally withheld by IPF, GmbH, the Company has deemed it appropriate to not estimate revenues for the three months ended June 30, 2007.

Balance sheet items were assessed based on the lower of carrying amount or fair value less cost to sell. The result of this was a 100% reserve for all assets, except cash.

On September 26, 2006 the Company formed a joint venture named NewGen Biofuels Asia Pte Ltd (“NBA”) a company registered in Singapore, with Palmbio Venture Pte Lte, a company registered in Singapore, for the purpose of conducting the business of manufacturing, processing, storing, marketing, distributing, and selling biodiesel, biodiesel mixtures, and biodiesel byproducts. The Company has a 68% voting interest. The Company has no commitments to fund initial start up costs and working capital, however, as of September 30, 2006, the Company has advanced $190,000 in costs prior to creation of NBA. Additional working capital requirements will be treated as shareholder loans. As of June 30, 2007 the total amount recorded as loans to NBA is $309,000. No additional working capital has been loaned to NBA subsequent to June 30, 2007. This joint venture has ceased operations until additional financing is secured. In addition, due to the liquidity problems encountered by NBA, financial information has been intentionally withheld by the managers of NBA from the corporate accounting department for the three months ended June 20, 2007 for consolidation into the books and records of the Company. Based on historical results and the corporate accounting departments experience, the financial information for the three months ended June 30, 2007 have been estimated, using March 31, 2007 information as a basis as shown below:

NewGen Biofuels Asia Pte Ltd.	Actual		Estimated
	March 31, 2007		June 30, 2007
Revenues	$	-	$	-
Consulting cost of goods and services		-		-
Compensation		44,717		89,434
Professional services		3,503		7,005
Travel		9,965		19,929
Marketing		-		-
Royalty		-		-
Investor relations		-		-
Write offs and provisions for losses		-		-
General and administrative expenses		14,336		28,672
Loss from operations:		72,521		145,040
Other (income) expenses		336		572
Other expenses				-
Net Loss:	$	75,857	$	145,612

Assumptions:

Operating statement categories for the three months ended March 31, 2007 were used for the current three month period ending June 30, 2007. Analysis of the three months ended March 31, 2007 indicated that the majority of expenses were period costs, based on the passage of time as opposed to non-period type costs. Also considered were potential contingencies that should be recorded, during this period, however, this was deemed remote. There were no revenues for the three months ended March 31, 2007 and correspondingly, no revenues for the three months ended June 30, 2007.

-11-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

Balance sheet items were assessed based on the lower of carrying amount or fair value less cost to sell. The result of this was a 100% reserve for all assets, except cash.

Investment in Unconsolidated Entity

The Company accounts for its thirty percent investment in an unconsolidated entity under the equity method of accounting, as the Company does not have any management control over this entity. This investment was recorded initially at cost and subsequently adjusted for equity in net earnings and cash distributions. On August 31, 2006, in conjunction with the acquisition described below, the Company purchased a minority interest in IPF America, Inc., a privately owned engineering consulting firm, for a purchase price of $16,645. Legal and professional fees associated with the purchase of the partnership interest, were expensed. As noted below, on August 09, 2007 IPF America’s 30% shareholder, IPF GmbH, a German entity entered into insolvency protection in the court system located in Bad Homburg, Germany. IPF America, Inc. currently has no revenue producing activity, or business office and only one employee. Determination as to whether it will continue as a going concern is in process.

Acquisitions

On August 18, 2006 the Company’s majority owned subsidiary Actanol, Inc. acquired all of the issued and outstanding capital stock of a privately held company, Blitz 06-149 GmbH., a German shelf company with no assets or liabilities set up for the purpose of accelerating the legal process of setting up a German corporation for approximately $34,000. Blitz 06-149 subsequently changed its name to Actanol GmbH and on September 1, 2006 acquired 98.8% of IPF Germany GmbH for approximately $8,800 from Industrie Planung Fischer AG, an entity in German insolvency proceedings. As required by the insolvency administrator, an interest bearing two-month working capital loan of $317,125, held in escrow under the control of the insolvency administrator was set up and used during the months of September and October 2006. This loan has a term of one year and an interest rate of 10%. Accordingly, it is eliminated in consolidation. Additionally, on September 1, 2006 IPF Germany GmbH acquired for approximately $308,000 all the assets of Industrie Planung Fischer AG, including 99% of the outstanding stock of IPF Polska and 30% of the outstanding stock of IPF America, Inc. The aggregate acquisition price for all transactions described above was approximately $351,000, which was paid entirely in cash. Management estimated the net fair value of the assets and stock purchased to be approximately $351,000, as shown below. However, on August 9, 2007, IPF GmbH has entered insolvency protection due to the managing director declaring the entity bankrupt. Management is of the understanding that this type of insolvency proceeding is a liquidation.

The acquisition of the IPF entities including the assets of Industrie Planung Fischer AG, a provider of project engineering, project management and engineering consulting services, compliment and optimize Actanol, Inc.’s ability to provide full service biofuel plant design, building, staffing and management solutions.

Under the purchase method of accounting, the purchase price for the 2006 Acquisitions was allocated to the acquired companies’ net tangible and intangible assets based on their estimated fair values as of the date of the completion of the respective acquisition. The allocation of the total purchase price is summarized below:

	Purchase Price			Asset Life
	Allocation			In Years
Working capital	$	(67,707	)		-
Fixed assets		32,009			-
Investment in IPF America		16,645			-
Customer relationships		31,623			10
Trademarks		42,870			20
Goodwill		295,627			Indefinite
Net Assets Acquired	$	351,067

On August 9, 2007, IPF GmbH entered insolvency protection with the local court in Bad Homburg, Germany. Accordingly, the goodwill mentioned above is impaired and has been written off as of June 30, 2007.

-12-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

Purchase Accounting For Acquisitions

The results of operations of the 2006 Acquisitions are included in the Company’s results of operations beginning after their respective acquisition dates. The following unaudited pro forma information combines the consolidated results of operations of the Company and the companies that it acquired as if the acquisitions had occurred at the beginning of fiscal year 2005:

	Six Months Ended June, 30,						For The Period From June 1, 2005 (Inception) to June 30,
	2007			2006			2007			2006
Revenues	$	982,000		$	421,571		$	3,782,000		$	1,462,359
(Loss) from Operations		(8,814,507	)		(3,665,93	)		(23,013,251	)		( 3,680,317	)
Net (Loss)		(5,793,949	)		(3,674,222	)		(24,726,079	)		(3,680,558	)
Per Share - basic and fully diluted		(0.04	)		(0.11	)		(0.51	)		(0.20	)

The unaudited pro forma information does not purport to be indicative of the results that would actually have been achieved had the acquisitions occurred as of the date of the periods indicated. As noted above, estimates are used for the six months ended June 30, 2007 for IPF GmbH and its subsidiaries, due non-remittance of financial information.

Cash

The Company maintains its cash balances in financial institutions. Balances in the institutions may at times exceed the Federal Deposit Insurance Corporation limits.

Pre-Acquisition Costs

The Company accounts for costs incurred prior to the date of acquisition of a parcel of real property as pre-acquisition costs. Pre-acquisition cots are capitalized if the property was acquired or the acquisition of the property is probable. Capitalized pre-acquisition costs in excess of recoverable amounts are charged to expense.

Accounts Receivable and Allowance For Doubtful Accounts

The Company carries accounts receivable at their face amount less allowances for doubtful accounts, and carries unbilled revenues at estimated net realizable value. Assessing the collectability of receivables (billed and unbilled) requires management judgment. When evaluating the adequacy of the allowance for doubtful accounts and the overall collectability of receivables, the Company analyzes historical bad debts, client creditworthiness, the age of accounts receivable and current economic trends and conditions.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets. Office equipment is being depreciated using the straight line method with a useful life of five years. The terminals and terminal improvements will be placed in service after they have been refurbished. Once refurbished and operating, they will be depreciated using the straight line method with an expected useful life of twenty five years.

-13-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

Capitalized Interest Costs

The Company capitalizes interest cost in accordance with Statement of Financial Accounting Standard No. 34 “Capitalization Interest” during the period commencing with the first expenditure for a qualifying asset and ending when the asset is substantially complete and ready for its intended use. Capitalization of interest is based on the principle that a better measure of acquisition cost is achieved when certain interest costs that are directly related to borrowings that are made to acquire the qualifying asset are capitalized.

Long Lived Assets

Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such review indicates that the asset is impaired when the carrying amount of an asset exceeds the sum of its expected future cash flows on an undiscounted basis, the asset’s carrying amount is written down to fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Excess of Cost Over Net Assets Acquired

In accordance with Statement of Financial Accounting Standard No. 141, “Business Combinations” (SFAS 141) the Company allocates the purchase price of its acquisitions to the tangible assets, liabilities and intangible assets acquired based on their estimated fair values. The excess purchase price over those fair values is recorded as “Excess of Cost Over Net Assets Acquired”. The fair values assigned to intangible assets acquired is based on valuations prepared by independent third-party appraisal firms using estimates and assumptions provided by management or negotiated at arms-length between the Company and the seller of the acquired assets. In accordance with SFAS 141, goodwill and purchased intangibles with indefinite lives acquired after June 30, 2001 are not amortized, but will be reviewed periodically for impairment. Purchased intangibles with finite lives will be amortized on a straight-line basis over their respective useful lives.

Loss Per Share

Basic net income (loss) per common share is computed based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed based on the weighted average number of common shares and common stock equivalents outstanding during the period. The exercise of options to purchase 5,165,000 shares and warrants to purchase 6,446,521 common shares; and debt (principal and interest) convertible into an indeterminable number of common shares as of June 30, 2007, (the conversion feature is limitless as the price per share declines, were not included in the computation of diluted loss per share since the assumed conversion and exercise would be anti-dilutive for all periods presented.

Income Taxes

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

-14-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

Fair Value Of Financial Instruments

At June 30, 2007, the carrying value of the Company’s financial instruments, which include cash, accounts receivable, prepaid assets, accounts payable and accrued expenses for related and non-related parties, and notes payable, approximates their fair value due to the short-term maturity of those instruments. The Company has estimated the fair value of its convertible debentures, excluding the value of any conversion, call or put rights, using a discounted future cash flow analysis. The Company utilized a discount rate commensurate with other entities with similar credit and business risks, in this analysis. The carrying amount and estimated fair value is as follows:

	June 30, 2007
	Carrying Amount		Estimated Fair Value using Discounted Cash Flow Analysis
Convertible Debentures	$	6,302,799	$	3,647,381

Derivative Financial Instruments

We review the terms of convertible debt instruments we issue to determine whether there are embedded derivative instruments including, but not limited to, the conversion option, our ability to pre-pay the debt (call option), and the investor’s ability to demand early repayment (put option) in a default situation, that may be required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible debt instrument contains more than one embedded derivative instrument, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Also, in connection with the sale of convertible debt and equity instruments, we may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity.

When the risks and rewards of any embedded derivative instrument are not "clearly and closely" related to the risks and rewards of the host instrument, the embedded derivative instrument is generally required to be bifurcated and accounted for separately. If the convertible instrument is debt, or has debt-like characteristics, the risks and rewards associated with the embedded conversion option are not "clearly and closely" related to that debt host instrument. The conversion option has the risks and rewards associated with an equity instrument, not a debt instrument, because its value is related to the value of our common stock. Nonetheless, if the host instrument is considered to be "conventional convertible debt" (or "conventional convertible preferred stock"), bifurcation of the embedded conversion option is generally not required. However, if the instrument is not considered to be conventional convertible debt (or conventional convertible preferred stock), bifurcation of the embedded conversion option may be required in certain circumstances Generally, the ability of the Company to prepay the debt (call option), is clearly and closely related to the host instrument since the host and the derivative instrument have risks and rewards of a debt instrument, and therefore, bifurcation would not be required.

-15-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

However, there may be certain circumstances when the option to prepay would not be considered clearly and closely related, in which bifurcation would be required. Similarly, the holder of the debt has the ability to require the Company to repay the debt before the due date (put option) in a default situation, since the host and the derivative instrument have risks and rewards of a debt instrument, bifurcation generally would not be required. However, there may be certain circumstances when the put option would not be considered clearly and closely related, in which bifurcation would be required.

Certain instruments, including convertible debt and the freestanding options and warrants issued in connection with those convertible instruments are subject to registration rights agreements, which impose penalties for failure to register the underlying common stock by a defined date or failure to maintain an effective registration statement over the term of the debt instruments. If the convertible debt instruments are not considered to be "conventional", then the existence of the potential cash penalties under the related registration rights agreement requires that the embedded conversion option be accounted for as a derivative instrument liability. Similarly, the potential cash penalties under the related registration rights agreement may require us to account for the freestanding options and warrants as derivative financial instrument liabilities, rather than as equity. In addition, when the ability to physically or net-share settle the conversion option or the exercise of the freestanding options or warrants is deemed to be not within the control of the Company, the embedded conversion option or freestanding options or warrants may be required to be accounted for as a derivative financial instrument liability.

Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative financial instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments and free standing options or warrants, we use the Black-Scholes option pricing model to value the derivative financial instruments. The binomial method is used to value all embedded derivative financial instruments.

If freestanding options or warrants were issued in connection with the issuance of convertible debt instruments and will be accounted for as derivative instrument liabilities (rather than as equity), the total proceeds received are first allocated to the fair value of those freestanding instruments. If the freestanding options or warrants are to be accounted for as equity instruments, the proceeds are allocated between the convertible debt instrument and those derivative equity instruments, based on their relative fair values. When the convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. To the extent that the fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value.

The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method. Under the effective interest method, interest expense in the earlier periods of the term of the debenture is significantly lower than in the latter periods of the term of the debenture.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed periodically, including at the end of each reporting period. If re-classification is required, the fair value of the derivative instrument, as of the determination date, is re-classified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Stock-Based Compensation

Statement of Financial Accounting Standard No. 123, “Accounting for Stock−Based Compensation” (SFAS 123) previously provided companies with a choice to follow the provisions of SFAS 123 in determination of stock−based compensation expenses or to continue with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). Under APB 25, if the exercise price of the stock options granted to employees equals or exceeds the market price of the underlying common stock on the date of grant, no compensation expense is recognized.

-16-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share−Based Payment” (SFAS No. 123(R)), which replaces SFAS No. 123 and superseded APB Opinion No. 25. SFAS No. 123(R) requires all share−based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values beginning with the first annual reporting period that begins after December 15, 2005, with early adoption encouraged. The pro forma disclosures previously permitted under SFAS No. 123 will no longer be an alternative to financial statement recognition.

Prior to January 1, 2006, we accounted for our stock-based compensation under the recognition and measurement provisions of APB No. 25, and related Interpretations, as permitted by SFAS 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure”. Stock-based compensation cost representing a prorata portion of the “in the money” intrinsic value was recognized in the Consolidated Statements of Operations during 2005 included in the period from June 1, 2005 (inception) to December 31, 2006 as all options granted under our option plans had an exercise price less than the fair market value of the underlying common stock on the date of grant.

Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R) using the modified prospective transition method. As a result, the Company’s net loss before taxes for the three months ended June 30, 2007, is $12,908 higher than if it had continued to account for share based compensation under Accounting Principles Board (“APB”) opinion No. 25. As of June 30, 2007, the Company has $8,605 of unrecognized stock-based compensation cost related to non-vested stock-based compensation that is expected to be recognized over the next twelve months.

The provisions of SFAS 123R require that we make an estimate of our forfeiture rate and adjust the expense that we recognize to reflect the estimated number of options that will go unexercised. Due to our early stage of development as a newly focused company and our limited workforce of 52 employees as of March 31, 2007, including executive officers, we are challenged to develop an appropriate estimate of forfeitures. Based on these circumstances we have opted for a conservative position in that we are estimating forfeitures to be 0% at this time. We will continue to assess this position as our company develops and our workforce expands. When we feel that we have sufficient data on which to base an assumption we will adjust the expense recognized, if necessary.

On September 7, 2005, the Company adopted an incentive based Non-Qualified Stock Option Plan (“NQSO Plan”) with a vesting period of four (4) years from the grant date with an expiration period of ten (10) years after the last vesting date. Up to eight million shares or 15% of the float of Common stock will be provided for the NQSO Plan. The incentive awards will be based on performance, up to maximum levels, tiered as follows: Chairman/CEO 100%, next level 50% to 75%, and the next level 25% of their cash compensation. This plan has not yet been submitted for approval by shareholders, accordingly no option grants have been made.

We may also issue options or warrants to non-employees in connection with consulting or other services they provide.

In addition, a special one-time award was granted to certain individuals for their efforts contributed to the Company up to the date of the award. The amount of shares allocated for this award is 300,000. The options were granted as of September 9, 2005, and participants will be fully vested over a two-year timeframe with an expiration period of ten (10) years after the last vesting date. The option exercise price is $0.50 per share. The shares are to be equally split between certain officers. In January 2006 one of the grantees resigned and forfeited his award, which amounted to 75,000 shares.

Another award was granted to the chief financial officer on October 10, 2005, the date of employment, for the option to purchase 500,000 shares at $1.00 per share and vesting in accordance with the NQSO Plan. On August 1, 2006, an award for 75,000 shares was granted to a former executive officer as part of a settlement plan (see Note 12, Contingencies) and on September 29, 2006 one of the grantees forfeited his award of 500,000 shares. The fair value of these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	2005
Risk free interest rate		3.94	%
Volatility factor		185.50	%
Term in years		5.00
Expected dividend yield		-

-17-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

On October 6, 2006, 3,940,000 options, not part of the Company’s NQSO plan, were granted to five directors and one officer. These options vest immediately and are exercisable at $1.00 per shares exercisable over a period of ten years. The fair value of these options was estimated at the date of grant to be $638,280 using the Black-Scholes option pricing model with the following assumptions:

	2006
Risk free interest rate		4.64	%
Volatility factor		128.00	%
Term in years		10
Expected dividend yield		-

In conjunction with the above, the board of directors cancelled all vested options, with an exercise price in excess of $1.00, with the exception of a former Director, who’s 1,000,000 options are exercisable at $1.00 per share over a period of ten years. The value of this option is $170,799 at the date of grant on October 6, 2006.

On December 7, 2006 the Company issued 500,000 warrants to a consultant for services received. The exercise price of the warrants is $.25 with an expiration date of December 7, 2009.

On December 21, 2006 the Company issued 500,000 and 1,350,000 of common stock having a fair market value of $300,000 and $810,000, respectively, to two individuals in exchange for consulting services received.

On February 28, 2007, the warrant dated August 1, 2005, for 2,155,000 shares of stock was exercised. The warrants exercised had a par value per share of $.001.

On March 27, 2007, 500,000 options, not part of the Company’s NQSO plan, were granted to a director. These options vest immediately and are exercisable at $1.00 per shares exercisable over a period of ten years. The fair value of these options was estimated at the date of grant to be $325,911 using the Black-Scholes option pricing model with the following assumptions:

	2007
Risk free interest rate		4.64	%
Volatility factor		128.00	%
Term in years		10
Expected dividend yield		-

The weighted average fair value of options and warrants granted during 2005 is estimated to be $2.62 and $0.60, respectively, and the weighted average fair value of options and warrants granted during 2006 is estimated to be $0.33 and $0.52.

On June 29, 2007, 3,440,000 options, not part of the Company’s NQSO plan, were granted to six directors and one employee and four former employees. These options vest six months from the grant date and are exercisable at 20% greater than the closing price of $0.28 which is an exercise price of $0.33 per share and exercisable over a period of ten years from the vesting date. The fair value of these options was estimated at the date of grant to be $927,676 using the Black-Scholes option pricing model with the following assumptions and expensed over the next six months:

	2007
Risk free interest rate		4.64	%
Volatility factor		128	%
Term in years		10.00
Expected dividend yield		-

-18-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

The Company has reserved shares of its authorized but un-issued common stock for the following:

	Stock Options Weighted Average Exercise Price						Warrants Weighted Average Exercise Price
	Shares			Per Share			Shares			Per Share		Total			Exercisable
Balance at 06/01/2005 (Inception):		-			-			-			-		-			-
Granted		800,000		$	0.81			2,395,000		$	0.30		3,195,000			2,395,000
Excercised		-						-					-
Expired		-						-					-
Forfeited		-						-					-
Balance at 12/31/2005:		800,000		$	0.81			2,395,000		$	0.30		3,195,000			2,395,000
Granted		-						4,891,304		$	0.23		4,891,304			4,891,304
Excercised		-						-					-
Expired		-						-					-
Forfeited		(75,000	)		(0.50	)		-					(75,000	)
Balance at 06/30/2006:		725,000		$	0.84			7,286,304		$	0.25		8,011,304			7,286,304
Granted		75,000		$	0.50			-					75,000			75,000
Excercised		-						-					-
Expired		-						-					-
Forfeited		(500,000	)	$	1.00			-					(500,000	)
Balance at 09/30/2006		300,000		$	0.50			7,286,304		$	0.25		7,586,304			7,361,304
Granted		3,940,000		$	0.25			1,315,217		$	0.23		5,255,217			5,255,217
Excercised
Expired
Forfeited
Balance at 12/31/2006		4,240,000		$	0.96			8,601,521		$	0.25		12,841,521			12,616,521
Granted		500,000		$	1.00								500,000			500,000
Excercised								(2,155,000	)	$	0.001		(2,155,000	)		(2,155,000	)
Expired
Forfeited
Balance at 03/31/2007		4,740,000		$	0.97			6,446,521		$	0.33		11,186,521			10,961,521
Granted		3,440,000		$	0.33								3,440,000			-
Excercised
Expired		(3,015,000	)										(3,015,000	)		-
Forfeited
Balance at 06/30/2007		5,165,000		$	0.52			6,446,521		$	0.33		11,611,521			10,961,521

The following table summarizes information concerning options and warrants outstanding and excercisable at June 30, 2007:

			Options Outstanding				Options Exercisable
	Weighted		Number		Weighted		Number		Weighted
	Average		of		Average Exercise		of		Average Exercise
Range of Exercise Prices	Remaining Life		Options		Price Per Share		Options		Price Per Share
$0.50		10.25		150,000	$	0.50
$0.50		1.58		75,000	$	0.50		75,000	$	0.50
$1.00		9.25		1,000,000	$	1.00		1,000,000	$	1.00
$1.00		9.50		500,000	$	1.00		500,000	$	1.00
$0.33		10.50		3,440,000	$	0.33		-	$	-
$.33 - 1.00		9.45		5,165,000	$	0.52		1,575,000	$	0.99

			Warrants Outstanding				Warrants Exercisable
	Weighted		Number		Weighted		Number		Weighted
	Average		of		Average Exercise		of		Average Exercise
Range of Exercise Prices	Remaining Life		Warrants		Price Per Share		Warrants		Price Per Share
$0.50		1.58		4,891,304	$	0.23		4,891,304	$	0.23
$0.23		2.42		815,217	$	0.23		815,217	$	0.23
$0.25		2.42		500,000	$	0.25		500,000	$	0.25
$1.50		4.25		140,000	$	1.50		140,000	$	1.50
$5.00		3.83		100,000	$	5.00		100,000	$	5.00
$0.23 - 5.00		1.82		6,446,521	$	0.33		6,446,521	$	0.54

-19-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

Reclassifications

Certain amounts in the 2006 condensed consolidated financial statements have been reclassified to conform to the current year presentation. Reclassifications include: “general and administrative expenses” which is now reported in the separate line items of compensation, professional services, travel, marketing, royalty, investor relations, and provision for loss on advances to joint ventures. These reclassifications did not impact the Company’s reported loss from operations.

Foreign Currency Translation

Monetary transactions in foreign currencies are translated into U. S. dollars, the functional currency, at the rate of exchange at the date of transaction. Transaction gains and losses are recognized in operating expenses within the statement of operations at the average exchange rate during the period.

Monetary assets and liabilities denominated in foreign currencies are translated into U. S. dollars, the functional currency, at the rate of exchange at the balance sheet date.

These financial statements are presented in U.S. dollars. Translation of balance sheet data from Euros’ to U.S. dollars is made at the exchange rate on the balance sheet date (1 Euro equals U.S. dollar $0.74220). Translation of operating statement and cash flow amounts is made at the average exchange rate for the period (1 Euro equals U.S. dollar $.74192) Translation gains and losses are recognized within “other comprehensive loss” on the balance sheet.

Comprehensive Income (Loss)

In accordance with FASB Statement No. 130, “Reporting Comprehensive Income,” all components of comprehensive income (loss), including net income (loss) are reported in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), consisting solely of foreign currency translation adjustments, are reported, net of any related tax effect to arrive at comprehensive income (loss).

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments— an amendment of FASB Statements No. 133 and 140” This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” This Statement permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for fiscal years beginning after September 15, 2006. Management does not believe the adoption of SFAS 155 will have a material impact on the Company’s financial condition or results of operations.

FASB Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157), issued in September 2006, establishes a formal framework for measuring fair value under GAAP. It defines and codifies the many definitions of fair value included among various other authoritative literature, clarifies and, in some instances, expands on the guidance for implementing fair value measurements, and increases the level of disclosure required for fair value measurements. Although SFAS 157 applies to and amends the provisions of existing FASB and AICPA pronouncements, it does not, of itself, require any new fair value measurements, nor does it establish valuation standards. SFAS 157 applies to all other accounting pronouncements requiring or permitting fair value measurements, except for; SFAS No. 123 (R), share-based payment and related pronouncements, the practicability exceptions to fair value determinations allowed by various other authoritative pronouncements, and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue recognition. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Management does not believe the adoption of SFAS 157 will have a material impact on the Company’s financial condition or results of operations.

-20-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

In June 2006, FASB issued FIN 48 - Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with FASB 109 Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings.  The Company does not expect this pronouncement to have a material effect on the financial position or results of operations of the Company.

InFebruary 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159), which permits an entity to measure certain financial assets and financial liabilities at fair value. Pursuant to SFAS No. 159, entities that elect the fair value alternative will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value alternative may be elected on an instrument-by-instrument basis, with a few exceptions, as long as it is applied to the instrument in its entirety. The fair value alternative election is irrevocable, unless a new election date occurs. Assets and liabilities that are measured at fair value must be displayed on the face of the balance sheet. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity (1) makes that choice in the first 120 days of that fiscal year, (2) has not yet issued financial statements, and (3) elects to apply the provisions of SFAS No. 157, Fair Value Measurements. We are evaluating the provisions of SFAS No. 159 to determine the potential impact, if any, the adoption will have on our consolidated financial statements.

(3) PREPAID ASSETS

The following table represents the prepaid asset balance as of June 30, 2007.

Description	Amount
Prepaid Directors Fees	$	12,000
Other		-
	$	12,000

The decrease in prepaid assets as of March 31, 2007 in the amount of $395,009 is due to the write-off of the APPCO deposit as discussed below and recognizing expenses over the remaining lives of prepaid assets. On January 16, 2007 the Company entered into a share purchase agreement with APPCO and the stock holders of APPCO. On March 13, 2007 and on April 5, 2007 the Company paid $250,000 in non-refundable good faith deposits to APPCO. The good faith deposits were to be applied at the closing as a prepaid credit toward the Company’s obligation to pay the purchase price. However, on June 18, 2007 APPCO exercised their right to terminate the share purchase agreement at which time, the good faith deposits were expensed.

(4) DEFERRED DEBT ISSUANCE COSTS

On January, 24, 2006, March 14, 2006, September 15, 2006, December 11, 2006, March 13, 2007, and April 5, 2007 in conjunction with the issuance of 10% convertible debentures (See Note 12), the Company paid debt issuance costs in the amount of $220,000, $65,000, $215,000, $125,000, $140,000 and $32,500 respectively, to the lender. In addition, the Company issued 300,000 shares of its common stock to the lender as part of the January 24, 2006 convertible debentures. These shares had a fair value of approximately $600,000 at the date of grant. These debt issuance costs have been deferred and are being amortized using the straight-line method over the term of the convertible debenture. The convertible debentures have a three-year term, except for the December 11, 2006 debenture, which has a two-month term and the March 13, 2007 debenture, which has a 24 month term. As of June 30, 2007, $577,666 remains deferred with a current portion of $577,666, due to the related debentures being in default and classified as current.

(5) PROPERTY, PLANT AND EQUIPMENT

On January 24, 2006, the Company closed on a contract of sale, as amended, pursuant to which the Company purchased three parcels of land along with fuel terminals located on such properties for a purchase price of $1,700,000 for all three parcels. The terminals, with a total storage capacity of over 10 million gallons, and an annual throughput capacity of more than 500 million gallons, will be used for the distribution and storage of alternative fuels, including biodiesel and ethanol blends, as well as traditional hydrocarbons. In February 2006, the Company began the process of assessing the refurbishment of these fuel terminals.

-21-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

On February 20, 2007 the Company completed the purchase of the Ashland Inc. property located at 75 Pineridge Drive, located in the city of Spartanburg, of Spartanburg County, South Carolina. Total consideration provided was $327,500.

In addition, the Company purchased property, plant and equipment consisted of the following as of June 30, 2007:

	Total
Terminal improvements	$	4,303,767
Terminals		1,700,000
Joint venture bio-diesel plant		373,055
Goodwill and intangibles		-
Equipment		456,614
		6,833,436
Less accumulated depreciation		(24,346	)
	$	6,809,809

Depreciation expense on office equipment for the period from inception to the period ended June 30, 2007 and 2006 was $29,437 and $2,430, respectively. During the six months ended June 30, 2007 and 2006, we capitalized approximately $265,591 and $-0-, respectively, of interest related to terminal refurbishment.

(6) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

For the period from June 1, 2005 (inception) to June 30, 2007, various officers and directors of the Company agreed to defer a portion of their salaries payable until such time as adequate funds have been received by the Company. The amount deferred as of June 30, 2007 was $528,996 which is included in accounts payable and accrued expenses - related parties. Accounts payable and accrued expenses consisted of the following as of June 30, 2007:

	Related		Non-related
Accounts payable	$	536,563	$	2,096,944
Accrued expenses		1,105,864		4,940,832
Total	$	1,552,427	$	7,037,776

(7) NOTES PAYABLE

The Company’s wholly-owned subsidiary, Refuel, executed a promissory note on June 30, 2005 with John King, former Executive Director, in the amount of $316,500 (See Note 12). As of June 30, 2006, the unsecured note had a remaining principal balance of $281,500 and accrued interest of $13,959, which is included in accounts payable and accrued expenses-related parties. The unsecured note bears interest at 10% per annum with an original due date of December 1, 2005, that was extended to January 15, 2006. As of June 30, 2006 the note had not been paid off and was in default. On May 24, 2006, the Company was served with a complaint filed against the Company; however there are no adverse covenants relating to this note payable. On August 1, 2006 the Company reached a settlement in the action entitled John King v. NewGen Technologies, Inc. and Refuel America, Inc. The action was filed in the US District Court for the Western District of North Carolina. The settlement agreement included an option grant of 75,000 shares exercisable at $0.50 per share for a period of 30 months and two 12% convertible unsecured promissory notes (“Settlement Convertible Debentures”) effective August 1, 2006 in the amounts of $317,794 and $357,206. As a result of the settlement, accrued expenses-related parties and notes payable were reduced by a total of $638,636. In addition, settlement expense increased by $36,364.

On April 26, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $420,000 at an interest rate of 10% for working capital purposes. Principal and interest were originally due October 26, 2006 and have been extended for another six months to April 25, 2007. As of June 30, 2007 this note had a principal balance and accrued interest of $67,474 and $24,849 respectively.

-22-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

On May 17, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $752,500 at an interest rate of 10% for working capital purposes. Principal and interest were originally due November 17, 2006 and have been extended for another six months to May 16, 2007. On December 12, 2006 the principal balance of $752,500 and interest of $43,088 was converted into company shares.

On June 12, 2006, the Company received an unsecured loan in the amount of $1,000,000 from Indexia Holdings Limited (“Indexia”). There is no written agreement between the parties and a note has not been executed, however the Company and Indexia orally agreed that the principal of the loan will be due and payable on December 12, 2006, along with interest of 10% per annum. On December 12, 2006 the principal balance of $1,000,000 and interest of $50,137 was converted into company shares.

On August 8, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $500,000 at an interest rate of 10% for working capital purposes. Principal and interest are due February 8, 2007. On December 12, 2006 the principal balance of $500,000 and interest of $17,808 was converted into company shares.

On August 24, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $500,000 at an interest rate of 10% for working capital purposes. Principal and interest are due February 24, 2007. On December 12, 2006 the principal and interest of $15,068 was converted into company shares.

On August 31, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $600,000 at an interest rate of 10% for working capital purposes. Principal and interest are due March 3, 2007. On December 12, 2006 the principal balance of $600,000 and interest of $16,932 was converted into company shares.

On August 31, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $671,230 at an interest rate of 10% for working capital purposes. Principal and interest are due March 3, 2007. On December 12, 2006 the principal balance of $671,230 and interest of $20,229 was converted into company shares.

On December 12, $4,023,730 of the short term promissory note’s were repaid with shares of common stock of the Company. The following table summarizes the dates funds were received, the interest accrued and the total number of shares issued to satisfy the outstanding principal and accrued interest balance.

Date	Amount		Interest		Shares
05/17/06	$	752,500	$	43,088		3,459,080
06/12/06		1,017,500		50,137		4,641,900
08/08/06		500,000		17,808		2,251,340
08/24/06		500,000		15,068		2,239,428
08/31/06		600,000		16,932		2,682,311
08/31/06		653,730		20,229		2,930,256
	$	4,023,730	$	163,262		18,204,315

-23-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

 (8) COMMITMENTS AND CONTINGENCIES

Operating Leases

The company leases two office facilities approximating 375 square feet under cancelable operating lease which expire and are automatically renewed every six months. Rent expense totaled $133,621 since inception. All offices have been closed, with the exception of the corporate office, as of August 09, 2007, as such, there are no future minimum rental payments for operating leases with initial or remaining terms in excess of a year.

Commitments

The Company has entered into three separate five-year management services contracts (commencing on October 1, 2005, November 1, 2005 and April 1, 2006) for management of three fuel terminals (storage tanks, piping and racks for dispensing) for $8,333 per month each. From June 1, 2005 (Inception) to March 30, 2007, the Company has incurred $466,667 in terminal management services.

In the first quarter 2006, the Company entered into various agreements with an engineering consultant and contractors for approximately $3,650,000 for refurbishment of its newly purchased fuel terminals located in Charlotte, NC, Spartanburg SC and Columbus GA, of which the Company has paid approximately, $3,157,000, as of March 31, 2007. The Company expects to enter into additional agreements with the engineering consultant and contractors to bring the terminals into proper working order. The Company anticipates an additional $1,684,000 will be required to complete the refurbishment of the Charlotte terminal and an additional $9,500,000, to $10,500,000 to complete the remaining terminals. The Company anticipates the Charlotte terminal will begin operations within the first half of 2008 with Spartanburg and Columbus to follow at the end of the second half of 2008. The fourth terminal in Spartanburg is estimated to become operational in the first half of 2009.

Contingencies

On August 25, 2006 Refuel America, Inc., the Company’s wholly-owned subsidiary, S. Bruce Wunner, the Company’s Vice-Chairman and Chief Executive Officer, and Ian Williamson, the Company’s President and Director, were served with a complaint in an action entitled Douglas Brown, Sr. v. Refuel America, Inc., Ian Williamson and S. Bruce Wunner. The action was filed in the Superior Court of the State of North Carolina, Cleveland County. Mr. Brown alleges that in return for advancing a loan of $1,000,000 to a potential acquisition candidate of Refuel, he received 3,740,424 fully paid and non-assessable shares of Refuel common stock. Mr. Brown is seeking a declaration acknowledging his ownership of the Refuel common stock and such other monetary damages as determined at trial. The Company denies all allegations and believes it has sufficient defenses on all matters. In addition, the Company intends to vigorously defend the action brought by Mr. Brown.

On July 3, 2007 John King filed suit in the state court in Hamilton County, Oho for payment of two notes payable in default due to lack of interest payment as noted above in the complaint filed on May 24, 2006 and settled on August 1, 2006. Mr. King seeks payment of principal, interest and attorney’s costs.

On July 11, 2007, NewGen filed suit in state court in Mecklenburg County, North Carolina (the "Complaint") against Noel M. Corcoran and Thomas C. Plummer, a former consultant of NewGen seeking compensatory and punitive damages. In the Complaint, NewGen brought claims against Mr. Corcoran for breaches of his fiduciary duties to NewGen and for promissory estoppel for promises Mr. Corcoran made that he reasonably could have foreseen would induce NewGen to reject or refrain from acting on alternative favorable financing offers NewGen then had available to it. The Complaint also asserts claims against Mr. Corcoran for fraud, negligent misrepresentation, breach of contract and civil conspiracy

On July 27, 2007 the Company settled its claim with Mr. Deininger, from a claim filed on October 20, 2006 by Mr. Deininger. The terms of the settlement include an obligation to pay Mr. Deininger $335,000 plus legal fees not to exceed $15,000 in payments over the next 21 months; reinstatement of a previously issued option grant for 1,000,000 shares with a ten year term exercisable at $0.33 per share and fully vested on December 29, 2007 with a fair value of $240,556 and expensed over the next five months; pay 5% of any equity funds raised and retaining his board seat, subject to re-election by shareholder vote and fulfillment of his fiduciary duties as a board member.

-24-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

(9) INCOME TAXES

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at June 30, 2007 are presented below:

	June 30, 2007
Deferred income tax assets:
Net operating loss carry forwards	$	6,533,217
Deferred income tax liabilities:		-
		6,533,217
Valuation allowance		(6,533,217	)
Net deferred tax assets	$	-

As of June 30, 2007, the Company has a net operating loss carry forward for Federal income tax purposes in the amount of $6,533,217 which expires in 2025. The Company has recorded a valuation allowance of $(6,533,217) as of June 30, 2007. The valuation allowance was recorded due to the doubt surrounding the Company’s ability to utilize the deferred tax asset.

	June 30, 2007
Tax (benefit) at U.S. federal statutory rate of 34%	$	(6,533,217	)
Valuation allowance		6,533,217
Tax expense (benefit)	$	-

(10) CONVERTIBLE DEBENTURES

On January 24, 2006, the Company consummated a securities purchase agreement (the “Purchase Agreement”) providing for the sale of its Convertible Debentures in the aggregate principal amount of $5,000,000, of which $2,200,000 was advanced immediately, $650,000 was advanced on March 14, 2006, and the remaining $2,150,000 was advanced on September 19, 2006 two days before the Company’s Registration Statement on Form SB-2 was declared effective by the Securities & Exchange Commission on September 21, 2006. As agreed to in the Purchase Agreement, the Registration Statement was to be declared effective by May 11, 2006 and was extended to June 19, 2006. However, the Company was contractually obligated to pay liquidated damages from this date to the effective deadline date September 15, 2006. As such, $171,000 was reduced from the loan proceeds received. The above debentures are currently in default due to non-payment of another debenture not paid on its maturity date. The Convertible Debentures holders may convert, at any time, the principal amount outstanding into shares of Common Stock, at a conversion price per share equal to the lesser of (i) $1.00, or (ii) eighty percent (80%) of the lowest closing bid price for the Company’s Common Stock during the five trading days immediately preceding the conversion date, subject to adjustment. The non-payment of principal and interest at the maturity date of the other convertible debentures noted below has caused these debentures to be in default.

On January 24, 2006, in connection with the sale of $2,200,000 of 10% Secured Convertible Debentures, the Company issued 300,000 shares of the Company’s Common Stock. Also, as part of the same transaction, the Company also issued a warrant for the purchase of 1,125,000 shares of the Company’s Common Stock at an exercise price of $1.00 per share. The agreement allows for the increase in shares to match $1,125,000 if the Company sells shares at a price below $1.00 per share. The warrant expires in three years. Due to a settlement agreement dated August 1, 2006, with a former executive director and payment of notes in shares to a director on December 12, 2006 at $.23 per share (Note 12), whereby shares were issued at $0.50 and $0.23 respectively, triggering the ratchet provision of the warrant noted below. The warrant has now been increased to 4,891,304 and the exercise price decreased to $0.23 per share. The expiration date remains three years.

Upon three business days advance written notice, the Company may redeem the Convertible Debentures, in whole or part, if the closing bid price of the Company’s Common Stock at the time of such written notice is less than $1.00. In the event the Company exercises its right of redemption within 90 days of the date of issuance of the Convertible Debentures, the redemption will be calculated at 107% and thereafter the redemption will be calculated at 110% of the Convertible Debentures face value.

-25-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

The Company’s obligations under the Purchase Agreement are secured by substantially all of the Company’s assets. In addition, certain executive officers and directors of the Company have granted the holders a security interest in a portion of shares of the Company’s common stock held by such officers and directors.

The conversion price of the Convertible Debentures may also be adjusted in certain circumstances, such as if the Company pays a stock dividend, subdivides or combines outstanding shares of common stock into a greater or lesser number of shares, or take such other actions as would otherwise result in dilution. Also, if we issue shares of common stock at a price below $0.23 per share, the fixed conversion price of the warrants will be reduced accordingly (the ratchet provision). As a result, the secured Convertible Debentures are not considered to be "conventional convertible debt, convertible into a fixed number of shares" as that term is used in EITF Issue 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In, a Company's Own Stock."

The warrant for the purchase of 4,891,304 shares of common stock was valued using the Black-Scholes option pricing model. Because of the potential penalties we may have to pay under the Registration Rights Agreement, this warrant has been recorded as a derivative instrument liability rather than as equity. This derivative instrument liability was initially recorded at its fair value and it is adjusted to fair value (using the Black-Scholes option pricing model) at the end of each reporting period with any changes in the fair value charged or credited to income in the period of change.

On August 1, 2006 the Company reached a settlement with a former executive director. The settlement agreement included options for 75,000 shares exercisable over the next 30 months and two 12% convertible unsecured promissory notes effective August 1, 2006 in the amounts of $317,794 and $357,206. These settlement debentures are convertible at a fixed price of $0.50 per share. Due to the non-payment of principal and interest at the maturity date of the December 7, 2006 convertible debentures and the lack of payment of interest subsequent to March 31, 2007 on this convertible settlement debenture, this note is in default.

On December 7, 2006, the Company entered into a $1,100,000 secured convertible debenture agreement with interest to accrue on the outstanding principal balance at an annual rate equal to ten percent (10%) with a third party lender and a warrant to purchase 815,217 shares of the Company’s stock. The Company’s obligations under the December 7, 2006 Purchase Agreement are secured by substantially all of the Company’s assets. In addition, certain executive officers and directors of the Company have granted the holders a security interest in a portion of shares of the Company’s common stock held by such officers and directors. The December 7, 2007 debenture is due January 6, 2007. On January 11, 2007 the due date of the December 7, 2006 debenture was extended to February 6, 2007. This note is in default. The Company is currently in the process of extending this note.

A portion or all the amounts of principle and interest due and outstanding on the December 7, 2006 debenture is convertible into shares of common stock at any time at a price equal to $.25. In addition, the December 7, 2006 debenture includes a provision for the conversion price, upon the occurrence of an event of default, to be calculated at eighty percent (80%) of the lowest closing bid price of the common stock during the five (5) trading days immediately preceding the conversion date.

On December 20, 2006, the Company entered into an unsecured convertible debenture with a director in the amount of $2,644,400 at an interest rate of 10% for working capital purposes. Principal and interest are due June 20, 2007. The Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of the December 20, debenture. A portion or all the amounts of principle and interest due and outstanding on the December 20, 2006 debenture is convertible into shares of the Company’s common stock at any time at a price the lesser of (i) 80% of the average three (3) day trading price of the Common Stock during the three trading days immediately prior to the date of such election or (ii) $0.25 per share. Provided written notice, the Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of the December 20, 2006 debenture. Following the date of the notice of prepayment, the Holder shall have a period of fifteen (15) calendar days to exercise the conversion rights provided.

On February 15, 2007, the Company entered into an unsecured convertible debenture with a director in the amount of $850,000 at an interest rate of 10% for working capital purposes. Principal and interest are due May 15, 2007. The Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of the February 15, 2007 debenture. A portion or all the amounts of principle and interest due and outstanding on the February 15, 2006 debenture is convertible into shares of the Company’s common stock at any time at a price the lesser of (i) 80% of the average three (3) day trading price of the Common Stock during the three trading days immediately prior to the date of such election or (ii) $0.25 per share. Provided written notice, the Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of the December 20^th debenture. Following the date of the notice of prepayment, the Holder shall have a period of fifteen (15) calendar days to exercise the conversion rights provided.

-26-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

On March 14, 2007, the Company entered into a $1,250,000 secured convertible debenture agreement with interest to accrue on the outstanding principal balance at an annual rate equal to ten percent (10%) with a third party lender. The Company’s obligations under the March 14, 2007 Purchase Agreement are secured by substantially all of the Company’s assets. In addition, certain executive officers and directors of the Company have granted the holders a security interest in a portion of shares of the Company’s common stock held by such officers and directors. The March 14, 2007, debenture is due March 14, 2009, and currently is in default due to the non-payment of the principal and interest at the date of maturity of the December 7, 2006 debenture.

On April 5, 2007, the Company entered into a $325,000 secured convertible debenture agreement with interest to accrue on the outstanding principal balance at an annual rate equal to ten percent (10%) with a third party lender. The Company’s obligations under the April 5, 2007 Purchase Agreement are secured by substantially all of the Company’s assets. In addition, certain executive officers and directors of the Company have granted the holders a security interest in a portion of shares of the Company’s common stock held by such officers and directors. The April 5, 2007, debenture is due April 5, 2009, and currently is in default due to the non-payment of the principal and interest at the date of maturity of the December 7, 2006 debenture.

The Convertible Debentures are not considered to be conventional convertible debt; therefore, the embedded conversion option of the Convertible Debentures is subject to the requirements of EITF Issue 00-19. Because of the potential penalties we may have to pay under the Registration Rights Agreement, together with the fact that the conversion price of the debt can be adjusted, we are required by EITF Issue 00-19 to bifurcate the embedded conversion option and account for it as a derivative instrument liability. This derivative instrument liability was initially recorded at its fair value and is be adjusted to fair value at the end of each reporting period with any changes in the fair value charged or credited to income in the period of change.

The Convertible Debentures permit the Company, at its discretion, to prepay the debt (“Call Option”), plus accrued interest and applicable penalty. According to the applicable accounting guidance, including FASB Statement 133 “Accounting for Derivative Instruments and Hedging Activities” (“FASB 133”), as amended and Derivative Implementation Group - Statement 133 Implementation Issue No. B39 “Embedded Derivatives: Application of Paragraph 13(b) to Call Options That Are Exercisable Only by the Debtor”, the risks and rewards of the call option are considered to be clearly and closely related to that of the host instrument. Therefore, we have not bifurcated the embedded Call Option from the host instrument and have not accounted for the Call Option separately.

In addition, the Convertible Debentures permit the holder of the debt to require the Company to repay the debt before the due date in a default situation, either in cash or through the aforementioned conversion option (“Put Option”). Since the ability of the holder to exercise this option is contingent upon a default, according to the applicable accounting guidance, including FASB 133 and Derivative Implementation Group - Statement 133 Implementation Issue No. B16 “Embedded Derivatives: Calls and Puts in Debt Instruments,” the put option is not considered to be clearly and closely related to that of the host instrument and must be bifurcated from the host instrument. Since the Put Option must be bifurcated, it is subject the requirements of EITF Issue 00-19, and will be accounted for as a derivative instrument liability. This derivative instrument liability was initially recorded at its fair value and it is adjusted to fair value at the end of each reporting period with any changes in the fair value charged or credited to income in the period of change.

The proceeds received from the Convertible Debentures during the first quarter of 2006 were first allocated to the fair value of the freestanding warrant and then to the fair value of the bifurcated embedded derivative instruments included in the Convertible Debentures. Because the fair value of the warrants of $894,800 and the fair value of the bifurcated derivative instruments of $4,647,900 exceeded the proceeds received, the loan was initially recorded at $285 (a nominal value) and a charge to income of $2,692,985 was recognized to record the warrant and the bifurcated derivative instruments at their fair values. The proceeds received from the Convertible Debentures during the third quarter of 2006 were first allocated to the fair value of the bifurcated embedded derivative instrument included in the Convertible Debenture. The fair value of the bifurcated embedded derivative of $1,565,200 was less than the proceeds received and the loan was recorded at $1,565,200. There were no proceeds received from the Settlement Convertible Debentures, however, as a result of the settlement, accrued expenses-related parties and accounts payable were reduced by a total of $638,636 and settlement expense increased by $36,364. The fair value of the 75,000 options was $21,200 and the bifurcated embedded derivative of $211,200 were less than the proceeds received and the loan was recorded at $442,600. This discount, together with the stated interest on the Convertible Debentures, is being amortized using the effective interest method over the term of the Convertible Debentures. Under the effective interest method, interest expense in the earlier periods of the term of the debenture is significantly lower than in the latter periods of the term of the debenture. The weighted average effective interest rate is 53.45%.

The proceeds received from the December 7, 2006 Convertible Debentures were first allocated to the fair value of the freestanding warrant and then to the fair value of the bifurcated embedded derivative instruments included in the Convertible Debentures. The fair value of the warrants of $51,700 and the fair value of the bifurcated derivative instruments of $68,900 was less than the proceeds received and the loan was recorded at $68,900.

-27-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

There were no warrants issued in conjunction with the December 20, 2006 debenture. The loan was recorded at the fair value of $704,600.

There were no warrants issued in conjunction with the March 14, 2007 debenture. The loan was recorded at the fair value of $1,112,400.

There were no warrants issued in conjunction with the April 5, 2007 debenture. The loan was recorded at the fair value of $140,333.

At June 30, 2007, the following amounts were outstanding under the Convertible Debentures. See Note 12 for information on the derivative instrument liabilities related to the warrant issued and the bifurcated embedded derivative instruments related to the accompanying Convertible Debentures.

Original face value	$	11,844,368
Less: Conversions		(1,960,724	)
Face value, net of conversion at March 31, 2007		9,883,644
Less: unamortized debt discount		(3,580,845	)
Balance at June 30, 2007	$	6,302,799

Principal payments are as follows, for the fiscal years ending December 31:
2007	$	9,883,644
2008		-
2009		-
2010		-
2011		-
Total	$	9,883,644

(11) DERIVATIVE FINANCIAL INSTRUMENT LIABILITIES

We use the Black-Scholes option pricing model to value warrants, and the binomial method to value embedded conversion option components of any bifurcated embedded derivative instruments that are recorded as derivative liabilities. See Note 12 related to embedded derivative instruments that have been bifurcated from our Convertible Debentures.

In valuing the warrants and the bifurcated derivative liability instruments, at the time they were issued and at March 31, 2007, we used the market price of our common stock on the date of valuation, an expected dividend yield of 0% and the remaining period to the expiration date of the warrants or repayment date of the convertible debt instrument. The warrant and conversion option can be exercised by the holder at any time.

The volatility factor used was approximately 123% and the risk-free rate of return used was 4.66%, based on constant maturity rates, applicable to the remaining life of the warrants and debentures. In addition a discount was used to account for the lack of marketability of the Company’s stock due to the current thinly trading share volume.

-28-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

At June 30, 2007, the following derivative liabilities related to common stock warrant and embedded derivative instruments were outstanding (See Note 12):

					Exercise
					Price Per		Fair Market
	Expiration				Share as of		Value at
Issue Date	Date		Instrument		06/30/07		06/30/07
01/24/06		01/23/09		4,891,304 Warrants	$	0.23	$	318,600
12/07/06		12/07/09		815,217 Warrants	$	0.23	$	336,600
Fair market value of freestanding derivative instrumment liabilities for warrants							$	655,200

					Exercise		Face
					Price Per		Value at		Fair Market
	Expiration				Share as of		Issuance, Net		Value at
Issue Date	Date		Instrument		06/30/07		Conversions		06/30/07
01/24/06		01/23/09		Convertible Debenture Tranch 1	$	0.19	$	2,100,000	$	816,667
03/14/06		03/13/09		Convertible Debenture Tranch 2	$	0.19	$	203,500		81,400
09/15/06		09/15/09		Convertible Debenture Tranch 3	$	0.19	$	735,776		317,201
12/07/06		12/07/09		Convertible Debenture Tranch 4	$	0.19	$	1,100,000		308,000
03/14/07		03/14/09		Convertible Debenture Tranch 5	$	0.19	$	1,250,000		486,111
04/05/07		04/05/09		Convertible Debenture Tranch 6	$	0.19		325,000		140,778
08/01/06		01/31/08		Settlement Convertible Debenture	$	0.50	$	675,000		78,720
12/20/06		06/20/07		Convertible Debenture Director	$	0.25	$	2,644,400		587,637
02/15/07		05/15/07		Convertible Debenture Director	$	0.27	$	850,000		175,667
Fair market value of bifurcated embedded derivative instrument liabilities, as noted above										2,992,181
Total derivative financial instruments									$	3,647,381

Our obligation to issue shares upon conversion of our convertible debenture is essentially limitless since conversion is at the lower of $1.00 or 80% of the lowest closing bid price for the common stock for the 5 trading days before but not including the conversion date. Accordingly, the number of shares of common stock issuable upon conversion of our secured convertible notes will increase if the market price of our stock declines, which will cause dilution to our existing stockholders. The following is an example of the amount of shares of our common stock that were issuable as of June 30, 2007, upon conversion of the secured convertible notes (excluding accrued interest), based on market prices 25%, 50% and 75% below the market price of $027.

-29-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

Effect on shares issuable from convertible debentures as a result from

declining market prices

					% of
% Below	Price Per		Number of		Outstanding
Market	Share		Shares Issuable		Stock
25%		0.20		42,196,247		63.00	%
50%		0.14		56,305,570		84.06	%
75%		0.07		136,424,830		203.67	%

(12) STOCKHOLDERS’ DEFICIENCY

The total number of shares of all classes of stock which the Company is authorized to issue is 100,000,000 shares of common stock, par value $0.001 (“Common Stock”) and 10,000,000 shares of preferred stock, par value $0.001 (“Preferred Stock”). The Common Stock is identical and shall entitle each of the holders thereof to the same rights and privileges. When dividends (if any) are declared upon the Common Stock, whether payable in cash, in property or in shares of stock of the Company, the holders of Common Stock is entitled to share equally, share for share, in such dividends. Each holder of Common Stock is entitled to one vote per share.

In June 2005, the Company issued 27,711,000 shares of Common Stock to founders at $0.0001 per share for total cash proceeds of $2,771 of which the remaining $2,581 was received in June 2006.

In June 2005, the Company issued a total of 424,033 shares of Common Stock to various individuals in exchange for services rendered and expense reimbursement, at $0.50 per share for a total of $212,020.

On July 29, 2005, Bongiovi Entertainment, Inc. (“Bongiovi"), a totally inactive reporting public shell corporation, consummated a Share Exchange Agreement (the "Agreement") with Refuel whereby all of the shareholders in Refuel had their shares converted into 28,135,033 shares of Bongiovi, or approximately 89% of the common stock of Bongiovi. As part of the reverse merger between Bongiovi and Refuel, warrants were issued to two shareholders to purchase 2,255,000 common shares. One warrant for 2,155,000 common shares has no expiration date and has an exercise price of $0.001 per share. The other warrant for 100,000 common shares is exercisable for a term of five years and has an exercise price of $5.00 per share.

During August and September, 2005 the Company sold 4,225,500 shares of Common Stock to various individuals at $0.50 per share for cash proceeds of $2,087,750 and a subscription receivable of $25,000 which was received in December 2005.

On September 9, 2005, the Company issued to four employees options to purchase 300,000 shares at $0.50 per share, having an intrinsic value of $885,000. In 2006, one employee forfeited his options with an intrinsic value of $133,672. There are now 150,000 shares that vest over a two year period, having an intrinsic value of $299,609 of which $50,702 remains deferred as of March 31, 2007. The excess of the fair market value over the intrinsic value of $137,683 had been amortized on a pro forma basis per SFAS No. 148 “Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123”. However, with the adoption of SFAS 123 (R) “Share Based Payment” this amount is now being expensed. The additional amount expensed in 2007 was $12,908 and $8,605 remains unamortized as of June 30, 2007.

On October 10, 2005, the Company issued to one employee options to purchase 500,000 shares at $1.00 per share with vesting over a four year period, having an intrinsic value of $600,000, of which $437,500 was written off to additional paid in capital due to these shares being forfeited in conjunction with the forfeiture of these options as of September 30, 2006. The excess of the fair market value over the intrinsic value of $474,937 had been amortized on a pro forma basis per SFAS No. 148 “Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123”.

During November and December 2005, the Company issued a total of 1,094,000 shares of Common Stock to various individuals who exchanged services, future services and expense reimbursements at $0.50 per share totaling $547,000. As of September 30, 2006 the full amount has been amortized.

-30-

NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

In December 2005, the Company agreed to issue a total of 13,000 shares of Common Stock to various individuals in exchange for services rendered and future services at $1.00 per share totaling $13,000. The subscription was received and these shares were issued during the quarter ended March 31, 2006.

In December 2005, the Company sold 1,070,200 shares of Common Stock to various individuals at $1.00 per share for cash proceeds of $265,200 and a subscription receivable of $805,000. At December 31, 2005 these shares were reflected as common stock to be issued and were subsequently issued during the quarter ended March 31, 2006. In conjunction with the sale of shares of Common Stock in December 2005, the Company agreed to issue a warrant having a fair value of $217,852 to purchase 140,000 shares of the Company’s Common Stock at an exercise of $1.50 per share. The warrant was issued on January 16, 2006 and expires in 5 years.

During the nine months ended 2006, the Company sold and issued 440,000 shares of Common Stock to various individuals and a mutual fund at $1.00 per share for cash proceeds of $440,000 and received $807,583 from subscriptions receivable on common stock sold in 2005.

On January 24, 2006, the Company issued 300,000 common shares having a fair market value of $600,000 in conjunction with sale of its Convertible Debentures (See Note 12).

On August 1, 2006, as part of a settlement agreement with a former executive director, the Company issued 75,000 fully vested options at an exercise price of $0.50 per share having an expiration date of January 15, 2009.

On August 22, 2006, $100,000 of the Company’s Convertible Debentures were converted into 390,625 shares at a per share price of $0.256, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.32.

On September 5, 2006, the Company has terminated its interest in consummating the AG Global Partners, Ltd. joint venture and has paid them a cash payment of $110,000 and 562,500 shares of the Company’s Common Shares, having a fair market value of $225,000 and 562,500 shares was paid by a former executive director. This potential joint venture has been terminated.

On October 6, 2006, 3,940,000 options, not part of the Company’s NQSO plan, were granted to five directors and one officer. These options vest immediately and are exercisable at $1.00 per shares exercisable over a period of ten years. The fair value of these options was estimated at the date of grant to be $672,984 using the Black-Scholes option pricing model with the following assumptions and expensed:

	2006
Risk free interest rate		4.64	%
Volatility factor		128	%
Term in years		10.00
Expected dividend yield		-

In conjunction with the above, the board of directors cancelled all vested options, with an exercise price in excess of $1.00, with the exception of a former Director, who’s 1,000,000 options are exercisable at $1.00 per share over a period of ten years. The value of this option is $170,799 at the date of grant on October 6, 2006.

On October 11, 2006, $50,000 of the Company’s Convertible Debentures were converted into 416,667 shares at a per share price of $0.12, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.15.

On November 13, 2006, $25,000 of the Company’s Convertible Debentures were converted into 189,394 shares at a per share price of $0.132, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.165.

On November 21, 2006, $100,000 of the Company’s Convertible Debentures were converted into 806,452 shares at a per share price of $0.124, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.155.

On November 22, 2006, $100,000 of the Company’s Convertible Debentures were converted into 806,452 shares at a per share price of $0.124, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.155.

On November 29, 2006, $15,000 of the Company’s Convertible Debentures were converted into 104,667 shares at a per share price of $0.144, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.18.

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NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

On December 12, 2006 $3,006,230 of the Company’s notes Payable and $112,123 of accrued interest was repaid with 13,558,058 shares at a per share price of $.23 which is calculated at a rate equal to the lesser of (i) 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of such election or (ii) $0.25 per share.

On December 12, 2006 $1,017,500 of the Company’s notes payable and $51,139 of accrued interest was repaid with 4,646,257 shares at a per share price of $.23 which is calculated at a rate equal to the lesser of (i) 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of such election or (ii) $0.25 per share.

On December 21, 2006, the Company issued 500,000 and 1,350,000, having a fair market value of $300,000 and $810,000, respectively, of common stock to two individuals in exchange for consulting services received.

On December 27, 2006, $89,224 of the Company’s Convertible Debentures were converted into 247,844 shares at a per share price of $0.36, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.45.

On January 17, 2007 $800,000 of the Company’s Convertible Debentures were converted into 1,526,718 shares at a per share price of $0.524, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.655.

On February 20, 2007, $235,000 of the Company’s Convertible Debentures were converted into 367,188 shares at a per share price of $0.64, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.80.

On February 28, 2007, the warrant dated August 1, 2005, for 2,155,000 shares of stock was exercised. The warrants exercised had a par value per share of $.001.

On March 5, 2007, $434,000 of the Company’s Convertible Debentures were converted into 723,334 shares at a per share price of $0.60, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.75.

On March 9, 2007, $12,500 of the Company’s Convertible Debentures were converted into 20,833 shares at a per share price of $0.60, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.75.

On March 27, 2007, the Company issued options to purchase 500,000 shares at $1.00 per share with immediate vesting, to a director. These options expire in ten years. The fair value of these options was estimated at the date of grant to be $325,910 using the Black-Scholes option pricing model. The Company used the same assumptions as noted for the October 6, 2006 options grant date.

On June 29, 2007, 3,440,000 options, not part of the Company’s NQSO plan, were granted to six directors and one employee and four former employees. These options vest six months from the grant and are exercisable at 20% greater than the closing price of $0.28 which is an exercise price of $0.33 per share and exercisable over a period of ten years from the vesting date. The fair value of these options was estimated at the date of grant to be $927,676 using the Black-Scholes option pricing model with the following assumptions and expensed over the next six months:

	2007
Risk free interest rate		4.64	%
Volatility factor		128	%
Term in years		10.00
Expected dividend yield		-

(13) RELATED PARTY TRANSACTIONS

For the period from June 1, 2005 (inception) to June 30, 2007, various officers and directors of the Company agreed to defer a portion of their salaries payable until such time as adequate funds have been received by the Company. The amount deferred as of June 30, 2007 was $528,996 which is included in accounts payable and accrued expenses - related parties.

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NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

On July 1, 2005, the Company entered into an assignment and royalty agreement with two directors and shareholders of the Company, whereby various Great Britain patent applications were assigned to the Company. According to the terms of the agreement, the Company was required to pay $250,000 at the inception of the agreement (paid July 1, 2005) and a continuing royalty fee of the greater of $250,000 or 0.1% of the aggregate products sold per year utilizing the assigned patents during the term of the royalty agreement (indefinite until cancelled by either the directors or the Company). The agreement was renewed in December 2006 and $250,000 of agreement has been expensed as of June 30, 2007. The balance of $250,000 has been accrued and is included in related party payables, until the patents applications which have been terminated on May 13, 2006 and complete the process of being converting to Patent Convention Treaty.

On September 14, 2005, the Company entered into a two-month management services agreement with Treasure Coast Capital Partners (“TCCP”), a company owned by a shareholder and officer of the Company. The agreement provided for the Company to pay $43,250 in fees, of which $30,000 has been paid. This agreement has not been renewed.

On November 1, 2005, the Company acquired all of the issued and outstanding equity of Advanced Fuel Chemistry, Inc., a company jointly owned by a member of the Company’s board of directors and president, for a purchase price of $1. At the date of acquisition, Advanced Fuel Chemistry, Inc. was an inactive company having no assets or liabilities.

The Company’s obligations in connection with the Convertible Debentures are secured by substantially all of the Company’s assets. In addition, the vice-chairman has granted a security interest in 214,916 shares of the Company’s common stock that he owns, the president has granted a security interest in 5,000,000 shares of the Company’s common stock that he owns, the chief financial officer has granted a security interest in 115,000 shares of the Company’s common stock that he owns and a director has granted a security interest in 5,000,000 shares of the Company’s common stock that he owns.

On April 26, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $420,000 at an interest rate of 10% for working capital purposes. Principal and interest were originally due October 26, 2006 and extended to April 25, 2007 and has been extended for another six months to October 25, 2007. As of June 30, 2007 this note had a principal balance and accrued interest of $67,474 and $24,849, respectively.

On May 17, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $752,500 at an interest rate of 10% for working capital purposes. Principal and interest were originally due November 17, 2006 and have been extended for another six months to May 16, 2007. On December 12, 2006 the principal balance of $752,500 and interest of $43,088 was converted into company shares.

On June 12, 2006, the Company received an unsecured loan in the amount of $1,000,000 from Indexia Holdings Limited (“Indexia”). There is no written agreement between the parties and a note has not been executed, however the Company and Indexia have orally agreed that the principal of the loan will be due and payable on December 12, 2006, along with interest of 10% per annum. On December 12, 2006 the principal balance of $1,000,000 and interest of $50,137 was converted into company shares.

On August 8, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $500,000 at an interest rate of 10% for working capital purposes. Principal and interest are due February 8, 2007. On December 12, 2006 the principal balance of $500,000 and interest of $17,808 was converted into company shares.

On August 24, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $500,000 at an interest rate of 10% for working capital purposes. Principal and interest are due February 24, 2007. On December 12, 2006 the principal and interest of $15,068 was converted into company shares.

On August 31, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $600,000 at an interest rate of 10% for working capital purposes. Principal and interest are due March 3, 2007. On December 12, 2006 the principal balance of $600,000 and interest of $16,932 was converted into company shares.

On August 31, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $671,230 at an interest rate of 10% for working capital purposes. Principal and interest are due March 3, 2007. On December 12, 2006 the principal balance of $671,230 and interest of $20,229 was converted into company shares.

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NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

On December 12, 2006 $4,023,730 of the short term promissory notes were repaid with shares of common stock of the Company. The following table summarizes the dates funds were received, the interest accrued and the total number of shares issued to satisfy the outstanding principal and accrued interest balance.

On December 20, 2006, the Company entered into an unsecured convertible debenture with a director in the amount of $2,644,400 at an interest rate of 10% for working capital purposes. Principal and interest are due June 20, 2007. The Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of the December 20, 2006 debenture (See Note 12).

On February 15, 2007, the Company entered into an unsecured convertible debenture with a director in the amount of $850,000 at an interest rate of 10% for working capital purposes. Principal and interest are due May 15, 2007. The Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of the February 15, 2007 debenture.

(14) GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has a working capital deficiency of $14,293,614 and a stockholders’ deficiency of $11,097,330 as of June 30, 2007 and a net loss of $24,662,568 and a cash flow deficiency from operations of $11,114,303 for the period from June 1, 2005 (inception) to June 30, 2007. These matters raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company’s existence is dependent on management’s ability to develop profitable operations and resolve the Company’s liquidity problems. In order to improve the Company’s liquidity, management is actively pursuing additional equity and debt financing through discussions with investment bankers and private investors. There can be no assurance the Company will be successful in its efforts to raise additional financing.

(15) SUBSEQUENT EVENTS

On July 5, 2007, the Company issued 50,000 shares of commons stock with a fair market value of $12,000 to a former employee for services previously performed.

On July 11, 2007, NewGen filed suit in state court in Mecklenburg County, North Carolina against Noel M. Corcoran, a former Director and Thomas C. Plummer, a former consultant of NewGen seeking compensatory and punitive damages. In the Complaint, NewGen brought claims against Mr. Corcoran for breaches of his fiduciary duties to NewGen and for promissory estoppel for promises Mr. Corcoran made that he reasonably could have foreseen would induce NewGen to reject or refrain from acting on alternative favorable financing offers NewGen then had available to it. The Complaint also asserts claims against Mr. Corcoran for fraud, negligent misrepresentation, breach of contract and civil conspiracy. Among other facts alleged in the Complaint, NewGen asserted that Mr. Corcoran, who had responsibility to procure the financing for the acquisition of Appalachian Oil Co., engaged in self-dealing and made repeated misrepresentations to NewGen that he had obtained financing for such acquisition. The alleged misrepresentations caused NewGen to forego other potential attractive financing sources, to detrimentally rely on Mr. Corcoran's promises in incurring significant costs and expenses and ultimately directly caused NewGen to fail to close the acquisition of Appalachian Oil Co. prior to the date that Appalachian Oil Co. exercised its contractual right to terminate the agreement with NewGen. The Complaint further alleges that as a result of Mr. Corcoran's actions and misrepresentations, NewGen was precluded from finding significant outside financing or a new source of revenue resulting in NewGen's failure to pay debts owed to a number of third parties. In addition, the Complaint alleges that Mr. Corcoran used his position as Chairman of NewGen to obtain favorable conversion rates on convertible loans he made to NewGen, including the Convertible Promissory Notes described in Item 2.04 above, in breach of his fiduciary duties to NewGen. Using his leverage over NewGen as Chairman, the Complaint alleges that Mr. Corcoran engaged in self-dealing by imposing on NewGen an onerous, short repayment term for his personal loan with full knowledge that NewGen could only repay the amounts if Mr. Corcoran secured the financing necessary to repay the loans, and if he did not find such financing, NewGen would default on the loans, thereby further harming NewGen's business while permitting Mr. Corcoran to convert his note at a favorable price. According to the Complaint, Mr. Corcoran also pressured the NewGen board of directors to accept an offer to purchase fuel storage terminals owned by NewGen (the "Terminals") by June 29, 2007 for $10 million. Following relentless pressure exerted against the board of directors, including threatened litigation against individual directors, a letter of intent was accepted between NewGen and Corcoran, which letter provided for Mr. Corcoran's acquisition of the Terminals from NewGen by June 29, 2007 for $10 million. Although the letter of intent lapsed by its terms on June 29, 2007 unperformed by Mr. Corcoran, prior to such expiration date, Mr. Corcoran breached the letter of intent by failing to exercise good faith in complying with his obligations to close the acquisition by June 29, 2007 and for breaching publicity restrictions. In the Complaint, NewGen also brought claims against Mr. Plummer for breach of a "consulting contract" with NewGen and civil conspiracy with Mr. Corcoran. The Complaint further alleges that Mr. Corcoran used his position as NewGen's Chairman to enter into a "consulting agreement" with Mr. Plummer without the authorization of NewGen's board of directors, even though Mr. Plummer was simultaneously acting as Mr. Corcoran's agent with respect to Mr. Corcoran's business dealings in the United States.

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NEWGEN TECHNOLOGIES, INC AND SUBSIDIARES

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANAICAL STATEMENTS AS OF JUNE 30, 2007

(UNAUDITED)

On July 24, 2007 the Company entered into a strategic agreement with Titan Global Holdings ("Titan") for the rights to exclusively manufacture and distribute biofuels for Appalachian Oil Company, Inc. ("Appco"), www.goappco.com. Under the terms of the agreement between Titan and NewGen, Titan agreed to enter into a 10 year supply agreement with Refuel America, Inc., a wholly owned subsidiary of NewGen, providing it with the exclusive right to supply biofuel products to Appco or its affiliates at the then prevailing market price for such biofuel products at the time an order was placed. The agreement can only be terminated by Appco or its affiliates for cause. In exchange for NewGen's cooperation with Titan's efforts to purchase Appco and other consideration, Titan will pay NewGen $1.3 million in reimbursements for good faith deposits previously paid by NewGen to Appco and other Appco related professional fees and expenses incurred by NewGen. Payments will be made at or prior to the Appco closing, which is anticipated to be September 4, 2007. Also, NewGen will receive $600,000 annually under a consulting agreement to provide advice on strategic and operational business matters related to biofuels and related strategic areas. The Company has received $600,000 in cash proceeds since executing the agreement.

On July 27, 2007 the Company settled its claim with Mr. Deininger. The terms of the settlement include an obligation to pay Mr. Deininger $335,000 plus legal fees not to exceed $15,000 in payments over the next 21 months; reinstatement of a previously issued option grant for 1,000,000 shares with a ten year term exercisable at $0.33 per share and fully vested on December 29, 2007 with a fair value of $240,556 and expensed over the next five months; pay 5% of any equity funds raised and retaining his board seat, subject to re-election by shareholder vote and fulfillment of his fiduciary duties as a board member.

On August 9, 2007 the Company formed a new wholly-owned subsidiary, NewGen BioFuels Inc., to focus on investment and strategic partnerships in renewable fuel production ventures, providing ReFuel America's fuel supply & distribution operations with the lowest-cost, highest quantity biofuels (ethanol and biodiesel). The mission of NewGen BioFuels Inc. ("NBI") is to identify and acquire whole or part ownership of biofuels producers that will provide significant and immediate opportunities for a return on investment as well as biofuels off-take agreements that will provide NewGen and ReFuel America ample supplies of biofuels for the growing U.S. transportation fuel market. In addition, NBI will source the lowest-cost worldwide feedstocks to ensure profitable operations at these production facilities.

On August 16, 2007 the Company announced completion of a strategic agreement with Granite Group Chicago, LLC ("Granite") for the exclusive rights to develop an innovative gas station convenience store prototype design and the rights to immediately begin development of a minimum of 14 retail locations over the next two years in the Charlotte, North Carolina market.

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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

CORPORATE HISTORY

Refuel (a development stage company), was incorporated on June 1, 2005 under the laws of the state of Delaware.  Refuel was formed for the purpose of developing and distributing innovative alternative fuels including biodiesel.  Refuel’s offices are located in Charlotte, North Carolina. The Company’s fiscal year end is December 31. 

On July 29, 2005, Bongiovi Entertainment, Inc. (“Bongiovi"), a totally inactive reporting public shell corporation, consummated a Share Exchange Agreement (the "Agreement") with Refuel whereby all of the shareholders in Refuel had their shares converted into 28,135,033 shares of Bongiovi, or approximately 89% of the common stock of Bongiovi. Under generally accepted accounting principles, a company whose stockholders receive over fifty percent of the stock of the surviving entity in a business combination is considered the acquirer for accounting purposes.  Accordingly, the transaction was accounted for as an acquisition of Bongiovi, the legal acquirer, and a recapitalization of Refuel, the accounting acquirer.

On August 10, 2005, to effect a name change, Bongiovi executed a merger and reorganization agreement with the sole shareholder of NewGen Technologies, Inc, a newly formed Nevada corporation. This transaction effectively changed the registrant’s name from Bongiovi Entertainment, Inc. to NewGen Technologies, Inc.

The Company has not generated any significant revenues since inception and the Company is in the process of raising additional capital and financing for future operations. Failure to obtain additional financing will have a material adverse effect on our financial performance, operating statement, balance sheet and stock price and require us to implement drastic cost reduction initiatives, curtail or cease operations.

OVERVIEW

NewGen and its wholly-owned subsidiary, Refuel is a fuel production and distribution company engaged in the development of fuel technology, including bio fuels and blends, which can increase an automobile’s miles per gallon while providing cleaner fuel emissions by changing the property of fuel to allow more complete combustion and decrease the dependency on foreign fuels. 

Bongiovi was an entertainment content provider and independent record label, whose market is the global entertainment/music consumer and was engaged in the acquisition of music industry assets and in operational activities. Since June 14, 2004, Bongiovi had no operating business and did not intend to develop its own operating business but instead was seeking to effect a merger with a corporation and undertake a merger for its own corporate purposes. This merger occurred on August 2, 2005, whereby Bongiovi became the legal acquirer and Refuel became the accounting acquirer. As such, the inception date of NewGen is June 1, 2005 which is the inception date of Refuel. Accordingly, the accompanying financial statements include only activity from June 1, 2005 (inception) to June 30, 2006.

Restatement

On August 29, 2006, the Company restated its financial statements as of and for the three months ended March 31, 2006 and for the period from June 1, 2005 (Inception) to March 31, 2006 to reflect changes in the valuation of our embedded derivative financial instrument liability due to the use of a more comprehensive modeling tool for valuing such complex derivative financial instruments and the identification of other embedded derivative financial instruments. The amounts reported in the accompanying condensed consolidated financial statements for the period from June 1, 2005 (Inception) to March 31, 2007 reflect these restated amounts.

PLAN OF OPERATIONS

To date we have not derived any significant revenues and we have not derived a profit from our operations. There can be no assurance that we will be able close on the transactions noted below or conduct operations profitably in the future, if at all, or that we will be able to generate revenues from operations in the future. We currently do not have sufficient cash reserves to meet all of our anticipated obligations for the next twelve months. As a result, we are in the process of soliciting additional equity and debt funding in the near future.

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While we have not yet begun distribution, we intend to utilize our patent pending technology to produce fuel products, which we plan to distribute to both the wholesale and retail segments of the fuel marketplace. We intend to continue development of our technology to diversify our product offerings. We plan to utilize technology that is multi-functional and multi-purpose, allowing it to be used in a wide range of fuels including gasoline, diesel, biodiesel and ethanol.  Our planned products include proprietary formulae, designed to positively alter the combustion characteristics of the fuel. Because of the unique character of the proprietary formulae, our formulations are designed to create a mono-layer on the fuel delivery system, increasing lubricity (reducing engine wear and tear) while the detergent character of the formulae is designed to prevent deposit formation on fuel injectors. The technology is also designed to result in greater atomization and efficiency of combustion, to provide increases in fuel economy and reductions in emissions.

Currently, we are in the process of working with a joint venture partner through our ReFuel America subsidiary to build and operate biodiesel plants in the Southeast. A facility that is planned to produce 60 million gallons annually will be based in Sandersville, Georgia. This joint venture serves as the initial step in our plans to manufacture, process, and distribute biofuels in the U.S., with the aim of substantially increasing a vehicle's operating efficiency while reducing the amount of carbon monoxide, particulates, and nitrous oxides produced. Current cash requirements are projected for this project to be approximately $3,000,000 in general and administrative costs and approximately $60,000,000 in capital expenditures over the next twelve to fourteen months. Operations are planned to commence in the fourth quarter 2008. Financing has not yet been obtained and as such, this joint venture has curtailed operations until financing is secured.

In addition, the company closed on the purchase of three fuel terminals in 2006 and one fuel terminal in 2007, in the Southeast United States which are assets acquired from Crown Central LLC. The terminals, with a total storage capacity of over 15 million gallons, and an annual throughput capacity of more than 700 million gallons, will be refurbished to further enhance the storage, blending, and distribution of a full slate of transportation fuels, including biodiesel and ethanol blends, as well as traditional hydrocarbon fuels. The four terminals are strategically located near existing major petroleum product pipelines with railcar and truck transport access. The purchase of these terminals gives NewGen the opportunity to process, blend, and store its proprietary biodiesel and ethanol blends as well as hydrocarbon fuels. This is a crucial next step in the company’s growth strategy - allowing the company to blend biodiesel and ethanol with conventional hydrocarbon fuels for distribution domestically. NewGen intends to offer proprietary products to meet increasing demand for biofuel products, driven by the need for greater fuel efficiency, reduced exhaust emissions, and for the desire for greater energy independence. Barring unforeseen financing and construction delays, two of these terminals, located in Charlotte, North Carolina and Spartanburg, South Carolina, are planned to be operational in the first half of 2008, with the Columbus, Georgia operational in the third quarter of 2008 and the second Spartanburg, South Carolina location operational in the fourth quarter 2008. The Company is focused on identifying and acquiring whole or part ownership of operating businesses that provide significant and immediate opportunities for growth of blended biofuel supply and distribution under our "ReFuel America" division banner and has a three-part strategic plan for expanding upon its initial progress with the fuel terminal acquisitions and third party supply agreements in the alternative energy sector:

1. Secure BioFuel Supply (ethanol and biodiesel) through strategic agreements and acquisitions that will enhance core profitability at wholesale and retail distribution, ensure the highest quality fuels, as well as maintaining environmental responsibility in the markets we serve. We will be a leading supplier of biofuel products initially in Tennessee, Virginia and Kentucky with the agreement with Appalachian Oil Company (“APPCO”), which is expected to close in September 2007. APPCO operates in six Southeastern States selling more than 450 million gallons of fuel products to more than 200 retail gas stations and independent wholesale dealers.

2. Seek Integration Opportunities through our subsidiaries to vertically-integrate and increase our leverage and position in the biofuel product chain from the "Fields to Wheels(TM)." we are pursuing the targeted acquisition of global and domestic natural resources to upstream into NewGen's existing fuel distribution channels.

3. Expand Markets we serve through strategic acquisitions and organic growth in markets across the Southeastern United States. We have set our sights on being a market leader in the distribution of ethanol and biodiesel blended products that are intended to dramatically reduce the environmental and economic impact of world petroleum use.

On November 30, 2005, NWGT International, Inc., our wholly-owned subsidiary and Actanol Service, Ltd., entered into a Limited Liability Company Agreement for the formation of Actanol BioEngineering, LLC. This joint venture entity was equally owned by us and Actanol Service, Ltd. and was created to oversee the design, engineering, construction, operations and technology support for biodiesel and other biofuel plants worldwide. On August 15, 2006 we increased our equity interest from 50% to 60% and changed the capital structure from a limited liability company to a Delaware corporation.

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On August 18, 2006 our majority owned subsidiary Actanol, Inc. acquired all of the issued and outstanding capital stock of a privately held company, Blitz 06-149 GmbH., a German shelf company with no assets or liabilities set up for the purpose of accelerating the legal process of setting up a German corporation for approximately $34,000, Blitz 06-149 subsequently changed its name to Actanol GmbH and on September 1, 2006 acquired 98.8% of IPF Germany GmbH for approximately $8,800 from Industrie Planung Fischer AG, an entity in German insolvency proceedings. As required by the insolvency administrator, an interest bearing two month working capital loan of $317,125, held in escrow under the control of the insolvency administrator was set up and used during the month of September and October 2006. Additionally, on September 1, 2006 IPF GmbH acquired for approximately $308,000 all the assets of Industrie Planung Fischer AG, including the stock of IPF Polska, representing 99% of the outstanding stock and the stock of IPF America, Inc representing 30% of the outstanding stock. The aggregate acquisition price was approximately $351,000, which was paid entirely in cash. The acquisition of the IPF entities including the assets of Industrie Planung Fischer AG, a provider of project engineering, project management and engineering consulting services compliment and optimize Actanol, Inc.’s ability to provide full service biofuel plant design, building, staffing and management solutions. However, on August 9, 2007, IPF GmbH has entered insolvency protection due to the managing director declaring the entity bankrupt. Management will attempt to secure additional financing to emerge from insolvency as quickly as possible.

On September 26, 2006 the Company formed a joint venture named NewGen Biofuels Asia Pte Ltd (“NBA”) a company registered in Singapore, with Palmbio Venture Pte Lte, a company registered in Singapore, for the purpose of conducting the business of manufacturing, processing, storing, marketing, distributing, and selling biodiesel, biodiesel mixtures, and biodiesel byproducts. The Company has a 68% voting interest. The Company has no commitments to fund initial start up costs and working capital, however, as of September 30, 2006, the Company has advanced $190,000 in costs prior to creation of NBA. Additional working capital requirements will be treated as shareholder loans. As of June 30, 2007 the total amount recorded as loans to NBA is $309,000. No additional working capital has been loaned to NBA subsequent to June 30, 2007. This joint venture has curtailed operations until additional financing is secured.

As of June 30, 2007, we did not have cash available to fund current operations. In 2007, we received cash proceeds of $850,000 and $1,250,000 from the issuance of 10% convertible debentures to a director and third party lender respectively. Additionally, the Company has received $600,000 in partial payment on a $1,300,000 settlement agreement. However, we will need funding for current operations and additional capital expenditures as noted above.

NewGen Biofuels, Inc. (“NBI”), a Delaware corporation formed on June 4 2007. NBI is a biofuels and co-products development and marketing company that will manage investments in a portfolio of new destination production facilities and associated rights, such as carbon credits, etc. The NewGen subsidiary is targeting the southeastern United States for expanded production and distribution of biofuels, initially including nine potential production facility investments in six states from Maryland to Florida that are projected to be in production by the third quarter 2009 supplying up to 700 million gallons for the market. Meanwhile, NBI plans to source and obtain biofuels from global sources to supply NewGen, its subsidiary ReFuel America, APPCO and other customers.

In connection with our currently planned capital projects, we will require approximately $200 million in additional financing for the construction of biofuel production plants, green power generation facilities and additional financing of approximately $10 million to $15 million to complete the upgrade and refurbishment of our current fuel distribution terminals. Further, the Company is identifying and evaluating acquisitions of entities conducting fuel distribution, for which more financing would be required. We are currently reviewing various proposals for traditional debt project financing in order to fund a majority of the costs of these projects. In addition, we may decide to seek additional private debt or equity financing in order to provide for any additional financing needs we may have.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Flows from Operations

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has a working capital deficiency of $14,293,614 and a stockholders’ deficiency of $11,097,330 as of June 30, 2007 and a net loss of $24,662,568 and a cash flow deficiency from operations of $11,114,303 for the period from June 1, 2005 (inception) to June 30, 2007. These matters raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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The Company’s existence is dependent on management’s ability to develop profitable operations and resolve the Company’s liquidity problems. In order to improve the Company’s liquidity, management is actively pursuing additional equity and debt financing through discussions with investment bankers and private investors. There can be no assurance the Company will be successful in its efforts to raise additional financing.

We do not have sufficient funds on hand to fund our current operations. We intend to complete additional rounds of our private placement and debt financing to fund our current and future operations. If successful in completing this financing, we may not be able to do so on terms that are not excessively dilutive to our existing stockholders or less costly than existing sources of financing. Failure to secure additional financing in a timely manner and on favorable terms if and when needed in the future will have a material adverse effect on our financial performance, balance sheet and stock price and require us to implement cost reduction initiatives and curtail operations.

Financing Through Equity

During August and September, 2005 the Company issued 3,333,491 shares to acquire Bongiovi, and sold 4,225,500 shares of common stock to various individuals at a value of $0.50 per share for cash proceeds of $2,112,750. In December 2005, another 1,070,200 shares were subscribed for by various individuals for cash proceeds of $265,200, and a subscription receivable of $805,000. The Company has subsequently collected all amounts due. The proceeds from these offerings were used for the repayment of a portion of an outstanding debt obligation, professional expenses, working capital and general corporate expenses. In addition, we issued to employees, 800,000 shares, of which 575,000 shares have been forfeited, which have an initial intrinsic value of $1,485,000, of which $339,765, have been deferred as of September 30, 2006.

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We have also issued 300,000 shares in January 2006, discussed below in “Cornell Financing” and issued an additional 440,000 shares to various individuals at $1.00 per share for cash proceeds of $440,000 also in January, 2006. In August, 2006 we issued 75,000 of options to a former executive director as part of a settlement agreement discussed below and converted $100,000 worth of Convertible Debentures into 390,625 shares of stock as required by the our Convertible Debenture. In September, 2006, we terminated our interest in consummating a joint venture and paid AG Global Partners Ltd. a cash payment of $110,000 and issued 562,500 shares of company stock. In addition, 562,500 shares of company stock were issued to a former executive director.

On October 11, 2006, $50,000 of the Company’s Convertible Debentures were converted into 416,667 shares at a per share price of $0.12, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.15.

On November 13, 2006, $25,000 of the Company’s Convertible Debentures were converted into 189,394 shares at a per share price of $0.132, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.165.

On November 21, 2006, $100,000 of the Company’s Convertible Debentures were converted into 806,452 shares at a per share price of $0.124, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.155.

On November 22, 2006, $100,000 of the Company’s Convertible Debentures were converted into 806,452 shares at a per share price of $0.124, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.155.

On November 29, 2006, $15,000 of the Company’s Convertible Debentures were converted into 104,667 shares at a per share price of $0.144, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.18.

On December 12, 2006 $3,006,230 of the Company’s notes Payable and $112,123 (See Note 12) of accrued interest was repaid with 13,558,058 shares at a per share price of $.23 which is calculated at a rate equal to the lesser of (i) 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of such election or (ii) $0.25 per share.

On December 12, 2006 $1,017,500 of the Company’s notes payable and $51,139 (See Note 12) of accrued interest was repaid with 4,646,257 shares at a per share price of $.23 which is calculated at a rate equal to the lesser of (i) 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of such election or (ii) $0.25 per share.

On December 21, 2006, the Company issued 500,000 and 1,350,000, having a fair market value of $300,000 and $810,000, respectively, of common stock to two individuals in exchange for consulting services received.

On December 27, 2006, $89,224 of the Company’s Convertible Debentures (See Note 12) were converted into 247,844 shares at a per share price of $0.36, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.45.

On January 17, 2007 $800,000 of the Company’s Convertible Debentures were converted into 1,526,718 shares at a per share price of $0.524, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.655.

On February 20, 2007, $235,000 of the Company’s Convertible Debentures were converted into 367,188 shares at a per share price of $0.64, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.80.

On February 28, 2007, the warrant dated August 1, 2005, for 2,155,000 shares of stock was exercised. The warrants exercised had a par value per share of $.001.

On March 5, 2007, $434,000 of the Company’s Convertible Debentures were converted into 723,334 shares at a per share price of $0.60, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.75.

On March 9, 2007, $12,500 of the Company’s Convertible Debentures were converted into 20,833 shares at a per share price of $0.60, which is calculated at the lower of $1.00 or 80% of the previous five day bid price of $0.75.

On March 27, 2007, the Company issued options to purchase 500,000 shares at $1.00 per share with immediate vesting, to a director. These options expire in ten years. The fair value of these options was estimated at the date of grant to be $325,910 using the Black-Scholes option pricing model. The Company used the same assumptions as noted for the October 6, 2006 options grant date.

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On June 29, 2007, 3,440,000 options, not part of the Company’s NQSO plan, were granted to five directors and one officer. These options vest six months from the grant and are exercisable at 20% greater than the closing price of $0.28 which is an exercise price of $0.33 per share and exercisable over a period of ten years from the vesting date. The fair value of these options was estimated at the date of grant to be $927,676 using the Black-Scholes option pricing model with the following assumptions and expensed over the next six months:

	2007
Risk free interest rate		4.64	%
Volatility factor		128	%
Term in years		10.00
Expected dividend yield		-

On July 5, 2007, the Company issued 50,000 shares of commons stock with a fair market value of $12,000 to a former employee for services previously performed.

On July 27, 2007 the Company settled its claim with Mr. Deininger. The terms of the settlement include an obligation to pay Mr. Deininger $335,000 plus legal fees not to exceed $15,000 in payments over the next 21 months; reinstatement of a previously issued option grant for 1,000,000 shares with a ten year term exercisable at $0.33 per share and fully vested on December 29, 2007 with a fair value of $240,556 and expensed over the next five months; pay 5% of any equity funds raised and retaining his board seat, subject to re-election by shareholder vote and fulfillment of his fiduciary duties as a board member.

Financing through Debt

Convertible Debentures

On January 24, 2006, the Company consummated a securities purchase agreement (the “Purchase Agreement”) providing for the sale of its Convertible Debentures in the aggregate principal amount of $5,000,000, of which $2,200,000 was advanced immediately, $650,000 was advanced on March 14, 2006, and the remaining $2,150,000 was advanced on September 19, 2006 two days before the Company’s Registration Statement on Form SB-2 was declared effective by the Securities & Exchange Commission on September 21, 2006. As agreed to in the Purchase Agreement, the Registration Statement was to be declared effective by May 11, 2006 and was extended to June 19, 2006. However, the Company was contractually obligated to pay liquidated damages from this date to the effective deadline date September 15, 2006. As such, $171,000 was reduced from the loan proceeds received. The above debentures are currently in default due to non-payment of another debenture not paid on its maturity date. The Convertible Debentures holders may convert, at any time, the principal amount outstanding into shares of Common Stock, at a conversion price per share equal to the lesser of (i) $1.00, or (ii) eighty percent (80%) of the lowest closing bid price for the Company’s Common Stock during the five trading days immediately preceding the conversion date, subject to adjustment. The non-payment of principal and interest at the maturity date of the other convertible debentures noted below has caused these debentures to be in default.

On January 24, 2006, in connection with the sale of $2,200,000 of 10% Secured Convertible Debentures, the Company issued 300,000 shares of the Company’s Common Stock. Also, as part of the same transaction, the Company also issued a warrant for the purchase of 1,125,000 shares of the Company’s Common Stock at an exercise price of $1.00 per share. The agreement allows for the increase in shares to match $1,125,000 if the Company sells shares at a price below $1.00 per share. The warrant expires in three years. Due to a settlement agreement dated August 1, 2006, with a former executive director and payment of notes in shares to a director on December 12, 2006 at $.23 per share (Note 12), whereby shares were issued at $0.50 and $0.23 respectively, triggering the ratchet provision of the warrant noted below. The warrant has now been increased to 4,891,304 and the exercise price decreased to $0.23 per share. The expiration date remains three years.

Upon three business days advance written notice, the Company may redeem the Convertible Debentures, in whole or part, if the closing bid price of the Company’s Common Stock at the time of such written notice is less than $1.00. In the event the Company exercises its right of redemption within 90 days of the date of issuance of the Convertible Debentures, the redemption will be calculated at 107% and thereafter the redemption will be calculated at 110% of the Convertible Debentures face value.

The Company’s obligations under the Purchase Agreement are secured by substantially all of the Company’s assets. In addition, certain executive officers and directors of the Company have granted the holders a security interest in a portion of shares of the Company’s common stock held by such officers and directors.

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The conversion price of the Convertible Debentures may also be adjusted in certain circumstances, such as if the Company pays a stock dividend, subdivides or combines outstanding shares of common stock into a greater or lesser number of shares, or take such other actions as would otherwise result in dilution. Also, if we issue shares of common stock at a price below $0.23 per share, the fixed conversion price of the warrants will be reduced accordingly (the ratchet provision). As a result, the secured Convertible Debentures are not considered to be "conventional convertible debt, convertible into a fixed number of shares" as that term is used in EITF Issue 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In, a Company's Own Stock."

The warrant for the purchase of 4,891,304 shares of common stock was valued using the Black-Scholes option pricing model. Because of the potential penalties we may have to pay under the Registration Rights Agreement, this warrant has been recorded as a derivative instrument liability rather than as equity. This derivative instrument liability was initially recorded at its fair value and it is adjusted to fair value (using the Black-Scholes option pricing model) at the end of each reporting period with any changes in the fair value charged or credited to income in the period of change.

On August 1, 2006 the Company reached a settlement with a former executive director. The settlement agreement included options for 75,000 shares exercisable over the next 30 months and two 12% convertible unsecured promissory notes effective August 1, 2006 in the amounts of $317,794 and $357,206. These settlement debentures are convertible at a fixed price of $0.50 per share. Due to the non-payment of principal and interest at the maturity date of the December 7, 2006 convertible debentures and the lack of payment of interest subsequent to March 31, 2007 on this convertible settlement debenture, this note is in default.

On December 7, 2006, the Company entered into a $1,100,000 secured convertible debenture agreement with interest to accrue on the outstanding principal balance at an annual rate equal to ten percent (10%) with a third party lender and a warrant to purchase 815,217 shares of the Company’s stock. The Company’s obligations under the December 7, 2006 Purchase Agreement are secured by substantially all of the Company’s assets. In addition, certain executive officers and directors of the Company have granted the holders a security interest in a portion of shares of the Company’s common stock held by such officers and directors. The December 7, 2007 debenture is due January 6, 2007. On January 11, 2007 the due date of the December 7, 2006 debenture was extended to February 6, 2007. This note is in default. The Company is currently in the process of extending this note.

A portion or all the amounts of principle and interest due and outstanding on the December 7, 2006 debenture is convertible into shares of common stock at any time at a price equal to $.25. In addition, the December 7, 2006 debenture includes a provision for the conversion price, upon the occurrence of an event of default, to be calculated at eighty percent (80%) of the lowest closing bid price of the common stock during the five (5) trading days immediately preceding the conversion date.

On December 20, 2006, the Company entered into an unsecured convertible debenture with a director in the amount of $2,644,400 at an interest rate of 10% for working capital purposes. Principal and interest are due June 20, 2007. The Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of the December 20, debenture. A portion or all the amounts of principle and interest due and outstanding on the December 20, 2006 debenture is convertible into shares of the Company’s common stock at any time at a price the lesser of (i) 80% of the average three (3) day trading price of the Common Stock during the three trading days immediately prior to the date of such election or (ii) $0.25 per share. Provided written notice, the Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of the December 20, 2006 debenture. Following the date of the notice of prepayment, the Holder shall have a period of fifteen (15) calendar days to exercise the conversion rights provided.

On February 15, 2007, the Company entered into an unsecured convertible debenture with a director in the amount of $850,000 at an interest rate of 10% for working capital purposes. Principal and interest are due May 15, 2007. The Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of the February 15, 2007 debenture. A portion or all the amounts of principle and interest due and outstanding on the February 15, 2006 debenture is convertible into shares of the Company’s common stock at any time at a price the lesser of (i) 80% of the average three (3) day trading price of the Common Stock during the three trading days immediately prior to the date of such election or (ii) $0.25 per share. Provided written notice, the Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of the December 20^th debenture. Following the date of the notice of prepayment, the Holder shall have a period of fifteen (15) calendar days to exercise the conversion rights provided.

On March 14, 2007, the Company entered into a $1,250,000 secured convertible debenture agreement with interest to accrue on the outstanding principal balance at an annual rate equal to ten percent (10%) with a third party lender. The Company’s obligations under the March 14, 2007 Purchase Agreement are secured by substantially all of the Company’s assets. In addition, certain executive officers and directors of the Company have granted the holders a security interest in a portion of shares of the Company’s common stock held by such officers and directors. The March 14, 2007, debenture is due March 14, 2009, and currently is in default due to the non-payment of the principal and interest at the date of maturity of the December 7, 2006 debenture.

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On April 5, 2007, the Company entered into a $325,000 secured convertible debenture agreement with interest to accrue on the outstanding principal balance at an annual rate equal to ten percent (10%) with a third party lender. The Company’s obligations under the April 5, 2007 Purchase Agreement are secured by substantially all of the Company’s assets. In addition, certain executive officers and directors of the Company have granted the holders a security interest in a portion of shares of the Company’s common stock held by such officers and directors. The April 5, 2007, debenture is due April 5, 2009, and currently is in default due to the non-payment of the principal and interest at the date of maturity of the December 7, 2006 debenture.

The Convertible Debentures are not considered to be conventional convertible debt; therefore, the embedded conversion option of the Convertible Debentures is subject to the requirements of EITF Issue 00-19. Because of the potential penalties we may have to pay under the Registration Rights Agreement, together with the fact that the conversion price of the debt can be adjusted, we are required by EITF Issue 00-19 to bifurcate the embedded conversion option and account for it as a derivative instrument liability. This derivative instrument liability was initially recorded at its fair value and is be adjusted to fair value at the end of each reporting period with any changes in the fair value charged or credited to income in the period of change.

The Convertible Debentures permit the Company, at its discretion, to prepay the debt (“Call Option”), plus accrued interest and applicable penalty. According to the applicable accounting guidance, including FASB Statement 133 “Accounting for Derivative Instruments and Hedging Activities” (“FASB 133”), as amended and Derivative Implementation Group - Statement 133 Implementation Issue No. B39 “Embedded Derivatives: Application of Paragraph 13(b) to Call Options That Are Exercisable Only by the Debtor”, the risks and rewards of the call option are considered to be clearly and closely related to that of the host instrument. Therefore, we have not bifurcated the embedded Call Option from the host instrument and have not accounted for the Call Option separately.

In addition, the Convertible Debentures permit the holder of the debt to require the Company to repay the debt before the due date in a default situation, either in cash or through the aforementioned conversion option (“Put Option”). Since the ability of the holder to exercise this option is contingent upon a default, according to the applicable accounting guidance, including FASB 133 and Derivative Implementation Group - Statement 133 Implementation Issue No. B16 “Embedded Derivatives: Calls and Puts in Debt Instruments,” the put option is not considered to be clearly and closely related to that of the host instrument and must be bifurcated from the host instrument. Since the Put Option must be bifurcated, it is subject the requirements of EITF Issue 00-19, and will be accounted for as a derivative instrument liability. This derivative instrument liability was initially recorded at its fair value and it is adjusted to fair value at the end of each reporting period with any changes in the fair value charged or credited to income in the period of change.

The proceeds received from the Convertible Debentures during the first quarter of 2006 were first allocated to the fair value of the freestanding warrant and then to the fair value of the bifurcated embedded derivative instruments included in the Convertible Debentures. Because the fair value of the warrants of $894,800 and the fair value of the bifurcated derivative instruments of $4,647,900 exceeded the proceeds received, the loan was initially recorded at $285 (a nominal value) and a charge to income of $2,692,985 was recognized to record the warrant and the bifurcated derivative instruments at their fair values. The proceeds received from the Convertible Debentures during the third quarter of 2006 were first allocated to the fair value of the bifurcated embedded derivative instrument included in the Convertible Debenture. The fair value of the bifurcated embedded derivative of $1,565,200 was less than the proceeds received and the loan was recorded at $1,565,200. There were no proceeds received from the Settlement Convertible Debentures, however, as a result of the settlement, accrued expenses-related parties and accounts payable were reduced by a total of $638,636 and settlement expense increased by $36,364. The fair value of the 75,000 options was $21,200 and the bifurcated embedded derivative of $211,200 were less than the proceeds received and the loan was recorded at $442,600. This discount, together with the stated interest on the Convertible Debentures, is being amortized using the effective interest method over the term of the Convertible Debentures. Under the effective interest method, interest expense in the earlier periods of the term of the debenture is significantly lower than in the latter periods of the term of the debenture. The weighted average effective interest rate is 53.45%.

The proceeds received from the December 7, 2006 Convertible Debentures were first allocated to the fair value of the freestanding warrant and then to the fair value of the bifurcated embedded derivative instruments included in the Convertible Debentures. The fair value of the warrants of $51,700 and the fair value of the bifurcated derivative instruments of $68,900 was less than the proceeds received and the loan was recorded at $68,900.

There were no warrants issued in conjunction with the December 20, 2006 debenture. The loan was recorded at the fair value of $704,600.

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There were no warrants issued in conjunction with the March 14, 2007 debenture. The loan was recorded at the fair value of $1,112,400.

There were no warrants issued in conjunction with the April 5, 2007 debenture. The loan was recorded at the fair value of $140,333.

At June 30, 2007, the following amounts were outstanding under the Convertible Debentures. See Note 12 for information on the derivative instrument liabilities related to the warrant issued and the bifurcated embedded derivative instruments related to the accompanying Convertible Debentures.

Original face value	$	11,844,368
Less: Conversions		(1,960,724	)
Face value, net of conversion at March 31, 2007		9,883,644
Less: unamortized debt discount		(3,580,845	)
Balance at June 30, 2007	$	6,302,799
Principal payments are as follows, for the fiscal years ending December 31:
2007	$	9,883,644
2008		-
2009		-
2010		-
2011		-
Total	$	9,883,644

Financing through Debt

Notes Payable

The Company’s wholly-owned subsidiary, ReFuel, executed a promissory note on June 30, 2005 with a former executive director in the amount of $316,500 with a remaining principal balance of $281,500 and accrued interest of approximately $18,700. On August 1, 2006 we reached a settlement with the executive director and issued two convertible debentures in the amount of $675,000. As a result of this settlement, accrued expenses-related parties and notes payable were reduced by $638,636 and we recognized $36, 364 in settlement expense.

The Company received $420,000 of additional financing from a director of the Company. On April 26, 2006, the Company entered into an unsecured short-term promissory note with a director in the amount of $420,000 at an interest rate of 10% for working capital purposes. Principal and interest were originally due October 26, 2006 and have been extended for another six months to April 25, 2007. As of March 31, 2007 principal and interest totaled $67,474 and $23,167 respectively.

During 2006, the Company received $3,006,230 of conventional debt financing from a director of the Company. In addition, the Company received $1,017,500 of the conventional debt financing from a third party. The total received from the director and third party total $4,023,730.

On December 12, 2006 $3,006,230 of the Company’s Notes Payable and $112,123 of accrued interest was repaid with 13,558,058 shares at a per share price of $.23 which is calculated at a rate equal to the lesser of (i) 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of such election or (ii) $0.25 per share.

On December 12, 2006 $1,017,500 of the Company’s Notes Payable and $51,139 of accrued interest was repaid with 4,646,257 shares at a per share price of $.23 which is calculated at a rate equal to the lesser of (i) 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of such election or (ii) $0.25 per share.

Investing

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In conjunction with the convertible debentures noted above, also on January 24, 2006, the Company, closed on a contract of sale, as amended, pursuant to which the Company purchased three parcels of land, along with fuel terminals located on such properties for a purchase price of $1,700,000 for all three parcels. Currently, the Company had engaged an experienced liquid bulk terminal storage engineering consulting and contracting firm to inspect, assess, clean the terminals, and manage the refurbishment and upgrading of various operating equipment and tanks to bring the terminals into proper operating condition. Assessments of the total costs needed to complete the terminal project costs range from as low as $8,500,000 and as high as $10,000,000.

On February 20, 2007 the Company completed the purchase of the Ashland Inc. property located at 75 Pineridge Drive, located in the city of Spartanburg, of Spartanburg County, South Carolina. Total consideration provided was $327,500. This site is estimated to by operational in 2008 at a refurbishment cost range between $3,500,000 and $4,500,000. Additionally, if the total refurbishment and upgrade costs are in excess of the amount already borrowed, we will need to secure additional funding in a timely manner.

On July 24, 2007 we reached a settlement with Titan Global Holdings, Inc. (“Titan”) and Frank Crivello (“Crivello”) regarding Titan and Crivello’s attempt to negotiate a share purchase agreement with Appalachian Oil Company (“APPCO”), with whom we had been unable to obtain financing relating to a share purchase agreement with APPCO. In exchange for a warrant to purchase 2.5 million shares at $0.35 and delivery of previously paid due diligence materials, we received $1.3 million payable in weekly installments and a lump sum upon the closing of APPCO with Titan. As of August 9, 2007 we have received $550,000 in settlement cash.

Failure to obtain additional financing will have a material adverse effect on our financial performance, balance sheet and stock price and require us to implement cost reduction initiatives, curtail or cease operations and require us to implement cost reduction initiatives and curtail operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments— an amendment of FASB Statements No. 133 and 140” This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” This Statement permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instruments. This statement is effective for fiscal years beginning after September 15, 2006. Management does not believe the adoption of SFAS 155 will have a material impact on the Company’s financial condition or results of operations.

In June 2006, FASB issued FIN 48 - Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with FASB 109 Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings.  The Company does not expect this pronouncement to have a material effect on the financial position or results of operations of the Company.

In September 2006 the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, establishing a formal framework for measuring fair value under GAAP. It defines and codifies the many definitions of fair value included among various other authoritative literature, clarifies and, in some instances, expands on the guidance for implementing fair value measurements, and increases the level of disclosure required for fair value measurements. Although SFAS No. 157 applies to and amends the provisions of existing FASB and AICPA pronouncements, it does not, of itself, require any new fair value measurements, nor does it establish valuation standards. SFAS No. 157 applies to all other accounting pronouncements requiring or permitting fair value measurements, except for; SFAS No. 123 (R), share-based payment and related pronouncements, the practicability exceptions to fair value determinations allowed by various other authoritative pronouncements, and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue recognition. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Management does not believe the adoption of SFAS 157 will have a material impact on the Company’s financial condition or results of operations.

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InFebruary 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159), which permits an entity to measure certain financial assets and financial liabilities at fair value. Pursuant to SFAS No. 159, entities that elect the fair value alternative will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value alternative may be elected on an instrument-by-instrument basis, with a few exceptions, as long as it is applied to the instrument in its entirety. The fair value alternative election is irrevocable, unless a new election date occurs. Assets and liabilities that are measured at fair value must be displayed on the face of the balance sheet. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity (1) makes that choice in the first 120 days of that fiscal year, (2) has not yet issued financial statements, and (3) elects to apply the provisions of SFAS No. 157, Fair Value Measurements. We are evaluating the provisions of SFAS No. 159 to determine the potential impact, if any, the adoption will have on our consolidated financial statements.

RESULTS OF OPERATIONS

For the Six Months Ended June 30, 2007

Income

Income of $982,000 primarily consisted of engineering consulting services.

Operating Expenses

Operating expenses primarily consisted of the following:

· Compensation expense of $2,248,000, of which $16,000 related to stock option grants

· Professional fees of $1,833,000, which consisted of the following:

· Legal and accounting fees of $447,000

· Fuel terminal management/consulting fees of $150,000

· Other professional and consulting fees of $ $1,236,000

· Travel expenses were $482,000

· Investor relations were $171,000

· Write offs $3,323,000

· Other general and administrative expenses of $874,000

Derivative Instrument Income / Expense

Derivative instrument income of $4,863,516 represents the net unrealized (non-cash) change in the fair value of our derivative instrument liabilities related to certain warrants and embedded derivatives in our convertible debt instruments that have been bifurcated and accounted for separately.

Interest Expense

We incurred interest expense of $887,000 on our note payable of $67,000, and our Convertible Debentures of $9,884,000.

Amortization of Debt Issuance Costs

Debt issuance costs of approximately $1,398,000 incurred in connection with the sale of our Convertible debentures are being amortized over the life of the debentures, which is three years, on the straight-line basis. Amortization expense amounted to $414,000.

Bank Fees and Escrow Fees

We incurred approximately $9,000 of bank and escrow fees during the period.

Settlement and Penalties

Settlements and penalties amounted to $563,000.

For the Six Months Ended June 30, 2006

Operating Expenses

Operating expenses primarily consisted of the following:

· Compensation expense of approximately $1,326,000, of which approximately $346,000 related to stock option grants

· Professional fees of approximately $1,152,000, which consisted of the following:

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· Legal and accounting fees of approximately $496,000

· Fuel terminal management/consulting fees of approximately $161,000

· Other professional and consulting fees of approximately $536,000

· Travel expenses were approximately $465,000

· Royalty expense of $125,000 relating to the assignment to the Company of the Great Britain patent applications from related parties

· Investor relations were approximately $179,000

· Provision for loss on advances to joint ventures, approximated $127,500

· Other general and administrative expenses of approximately $247,000

Derivative Instrument Income

Derivative instrument income of $139,000 represents the net unrealized (non-cash) change in the fair value of our derivative instrument liabilities related to certain warrants and embedded derivatives in our convertible debt instruments that have been bifurcated and accounted for separately.

Interest Expense

We incurred interest expense of $35,500 on our note payable of $281,500, short-term notes payable of $2,172,500 and our Convertible Debentures of $2,850,000.

Amortization of Debt Issuance Costs

Debt issuance costs of approximately $885,000 incurred in connection with the sale of our Convertible debentures are being amortized over the life of the debentures, which is three years, on the straight-line basis. Amortization expense amounted to $99,237.

Bank Fees and Escrow Fees

We incurred $2,158 of bank and escrow fees during the period.

Currently there are no signed contracts that will produce revenue and there can be no assurances that management will be successful in negotiating such contracts.

Prior to June 1, 2005, the Company had no operating business.

For the Period From June 1, 2005 (inception) to June 30, 2007

Income

Income of $1,898,000 primarily consisted of engineering consulting services.

Operating Expenses

Operating expenses primarily consisted of the following:

· Compensation expense of approximately $8,093,000, of which approximately $1,832,000 related to stock option grants

· Professional fees of approximately $7,111,000, which consisted of the following:

· Consulting fees prior to inception of approximately $520,000, including $200,000 for a Bongiovi consultant

· Legal and accounting fees of approximately $2,495,000

· Recruiting fees of $154,000

· Fuel terminal management fees of approximately $469,000

· Other professional and consulting fees of approximately $3,273,000

· Travel expenses were approximately $1,679,000

· Marketing studies of approximately $659,000

· Royalty expense of $500,000 relating to the assignment to the Company of the Great Britain patent applications from related parties

· Investor relations were approximately $684,000

· Write offs and provision for loss on advances to joint ventures, approximated $3,571,000

· Other general and administrative expenses of approximately $1,866,000

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Derivative Instrument Income / Expense

Derivative instrument expense of $1,441,000 represents the net unrealized (non-cash) change in the fair value of our derivative instrument liabilities related to certain warrants and embedded derivatives in our convertible debt instruments that have been bifurcated and accounted for separately.

Interest Expense

We incurred interest expense of $1,231,000 on our note payable of $67,000 and our Convertible Debentures of $9,884,000.

Amortization of Debt Issuance Costs

Debt issuance costs of approximately $1,398,000 incurred in connection with the sale of our Convertible debentures are being amortized over the life of the debentures, which is three years, on the straight-line basis. Amortization expense was approximately $820,000.

Bank Fees and Escrow Fees

We incurred approximately $18,000 of bank and escrow fees during the period.

Settlement and Penalties

Settlements and penalties amounted to $1,105,000. Included in this total is $898,000, $171,000, and $36,000 resulting from the Greystoke settlement, short term financing, and John King settlement respectively.

Prior to June 1, 2005, the Company had no operating business.

For the Period From June 1, 2005 (inception) to June 30, 2006

Operating Expenses

Operating expenses primarily consisted of the following:

· Compensation expense of approximately $2,980,000, of which approximately $1,203,000 related to stock option grants

· Professional fees of approximately $2,519,000, which consisted of the following:

· Consulting fees prior to inception of approximately $520,000, including $200,000 for a Bongiovi consultant

· Legal and accounting fees of approximately $966,000

· Recruiting fees of $154,000

· Fuel terminal management/consulting fees of approximately $203,000

· Other professional and consulting fees of approximately $676,000

· Travel expenses were approximately $920,000

· Marketing studies of approximately $245,000

· Royalty expense of $250,000 relating to the assignment to the Company of the Great Britain patent applications from related parties

· Investor relations were approximately $298,000

· Provision for loss on advances to joint ventures, approximated $236,000

· Other general and administrative expenses of approximately $410,000

Derivative Instrument income

Derivative instrument income of $139,000 represents the net unrealized (non-cash) change in the fair value of our derivative instrument liabilities related to certain warrants and embedded derivatives in our convertible debt instruments that have been bifurcated and accounted for separately.

Interest Expense

We incurred interest expense of $62,674 on our note payable of $281,500, short-term notes payable of $2,172,500 and our Convertible Debentures of $2,850,000.

Amortization of Debt Issuance Costs

Debt issuance costs of approximately $885,000 incurred in connection with the sale of our Convertible debentures are being amortized over the life of the debentures, which is three years, on the straight-line basis. Amortization expense amounted to $99,237.

Bank Fees and Escrow Fees

We incurred $8,119 of bank and escrow fees during the period.

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Currently there are no signed contracts that will produce revenue and there can be no assurances that management will be successful in negotiating such contracts.

Prior to June 1, 2005, the Company had no operating business.

GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has a working capital deficiency of $14,248,594 and a stockholders’ deficiency of $7,453,498 as of June 30, 2007 and a net loss of $24,652,123 and a cash flow deficiency from operations of $11,148,877 for the period from June 1, 2005 (inception) to June 30, 2007. These matters raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

The Company’s existence is dependent on management’s ability to develop profitable operations and resolve the Company’s liquidity problems. We do not have sufficient funds on hand to fund our current or long term operations. In order to improve the Company’s liquidity, management is actively pursuing additional equity and debt financing through discussions with investment bankers and private investors. There can be no assurance the Company will be successful in its efforts to raise additional financing. Failure to obtain additional financing will have a material adverse effect on our financial performance, operating statement, balance sheet and stock price and require us to implement drastic cost reduction initiatives, curtail or cease operations.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported. Please see the discussion of critical accounting policies and estimates in the Company’s Annual Report on Form 10-KSB for the period June 1, 2005 (inception) to December 31, 2006.

Accounting policies, methods and estimates are an integral part of our consolidated financial statements and are based upon management’s current judgments. Certain accounting policies, methods and estimates are particularly important because of their significance to the consolidated financial statements. Note 2 of the Notes to the Consolidated Financial Statements included this report, includes a summary of the significant accounting policies, estimates and methods we use. The following is a discussion of what we believe to be the most critical of these policies and methods.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of NewGen Technologies, Inc., its wholly-owned subsidiaries and all variable interest entities (VIE’s) (collectively, “the Company”) for which the Company is the primary beneficiary. All material intercompany accounts and transactions have been eliminated in consolidation.

In preparing our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts in the financial statements and the accompanying notes. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions we are required to make.

Use of Estimates

Estimates that are critical to the accompanying condensed consolidated financial statements include the identification and valuation of derivative instruments, the amortization periods for debt issuance costs and the amortization of discounts on convertible securities arising from warrants, options and bifurcated derivative instruments, estimates that arise from the provisions for loss on advances to joint ventures, the valuation of deferred income tax assets and estimated depreciation for tangible assets. Management bases its estimates and judgements on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

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During this last fiscal quarter, as noted in other sections of this document, the joint ventures Advanced Biotechnologies, LLC and NewGen Biofuels Asia Pte Ltd and IPF GmbH, the wholly owned subsidiary of Actanol GmbH, which is 60% owned by Actanol Inc. were unable to remit their required financial statements and related financial data to the corporate accounting department to enable accurate consolidation for this last fiscal quarter. The reason for this was due to the lack of payments from NewGen to the joint ventures and majority owned subsidiary. This was due to the lack of liquidity at the NewGen (parent company) level, which impacts all other joint ventures and subsidiaries. Estimates have been used for the last fiscal quarter’s activity. Accordingly, the Company acknowledges that the statements and financial data presented for the periods ending June 30, 2007 would need to be restated, should the actual results from the aforementioned joint ventures and majority owned subsidiary materially differ from the estimates used.

Variable Interest Entities

The Financial Accounting Standards Board (FASB) issued FASB Interpretation 46, (R) Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 (R) provides a new framework for identifying VIE’s and determining when a company should include the assets, liabilities, non-controlling interests and results of activities of a VIE in its consolidated financial statements.

In general, a VIE is a corporation, partnership, limited-liability corporation, trust or any other legal structure used to conduct activities or hold assets that either 1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support 2) has a group of equity owners that are unable to make significant decisions about its accountabilities or 3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. FIN 46 (R) requires a VIE to be consolidated if a party with an ownership, contractual or other financial interest in the VIE (a variable interest holder) is obligated to absorb a majority of the risk of loss from the VIE’s activities, is entitled to receive a majority of the VIE’s residual returns, or both. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary must record all of the VIE’s assets, liabilities and non-controlling interests at fair value and account for the VIE as if it were consolidated based on majority voting interest.

Income Taxes

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Derivative Instruments

In connection with the sale of debt instruments, we may issue options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The identification of, and accounting for, derivative instruments is complex. Our derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For options, warrants and bifurcated conversion options that are accounted for as derivative instrument liabilities, we determine the fair value of these instruments using the Black-Scholes option pricing model. That model requires assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. The identification of, and accounting for, derivative instruments and the assumptions used to value them can significantly affect our financial statements.

Item 3. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. 

NewGen Technologies, Inc.’s Chief Executive Officer and Acting Chief Financial Officer have designed disclosure controls and procedures over financial reporting and evaluated the effectiveness of NewGen Technologies, Inc.’s disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) over financial reporting as of the end of the period covered by this report (the “Evaluation Date”). During the evaluation, it was determined that our accounting resources were not adequate to adequately prepare for our quarterly review. Inadequate levels of accounting personnel have also impaired our ability to timely file our periodic reports without extension. Due to these weaknesses, in preparing our financial statements for the quarter ended June 30, 2007, the board of directors of the company is committed to adequately staffing our accounting department, pending future funding, to ensure timely filing.

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CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.

There were changes in internal controls over financial reporting identified in connection with the evaluation of our internal controls that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting. During this last fiscal quarter, as noted in other sections of this document, the joint ventures Advanced Biotechnologies, LLC and NewGen Biofuels Asia Pte Ltd and IPF GmbH, the wholly owned subsidiary of Actanol GmbH, which is 60% owned by Actanol Inc. were unable to remit their required financial statements and related financial data to the corporate accounting department to enable accurate consolidation for this last fiscal quarter. The reason for this was due to the lack of payments from NewGen to the joint ventures and majority owned subsidiary. This was due to the lack of liquidity at the NewGen level, which impacts all other joint ventures and subsidiaries. Estimates have been used for the last fiscal quarter’s activity. Accordingly, management acknowledges that the statements and financial data presented for the periods ending June 30, 2007 would need to be restated, should the actual results from the aforementioned joint ventures and majority owned subsidiary materially differ from the estimates used.

During the three months ended September 30, 2006, it was determined that an officer, director and principal stockholder (“the Officer”) of NewGen sold 1,638,841 restricted shares of NewGen common stock to 37 purchasers for an aggregate of $640,365. The Officer loaned $420,000 of the proceeds of such sales to NewGen. The sale of such shares may have been made in violation of the Securities Act of 1933 as it was not registered thereunder. The Officer has indicated that he intends to offer rescission to the purchasers of the securities which he sold. The transfer of the Officer’s securities was completed based upon correspondence between the Officer’s representative and NewGen’s transfer agent, without the participation of NewGen. In order to ensure that such transactions cannot occur in the future, NewGen has now instituted a procedure where any officer or director of NewGen intending to sell or otherwise transfer stock of NewGen shall first contact NewGen’s Acting Chief Financial Officer with the details of any proposed transaction. If required, the Acting Chief Financial Officer shall then contact legal counsel to determine if such transaction can be consummated as proposed. During this latest fiscal quarter, on May 31, 2007 and on June 13, 2007, the same officer, director and principal shareholder as noted above sold 100,000 shares and 390,500 shares of the Company’s common stock, respectively, without contacting NewGen’s Chief Financial Officer. This matter was brought to the attention of the audit committee chairperson. The transfer agent will be directed not to make any transfers of unregistered shares of NewGen stock without an opinion of counsel

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PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

On May 24, 2006, the Company and its wholly-owned subsidiary, Refuel, were served with a complaint in an action entitled John King v. NewGen Technologies, Inc. and Refuel America, Inc. The action was filed in the US District Court for the Western District of North Carolina. Mr. King served as Chief Executive Officer of the Company from June 9, 2005 through September 9, 2005. Mr. King then served as Chief Executive Officer of the Company’s International Operations until January 15, 2006. Mr. King also served as a member of the Company’s Board of Directors from June 9, 2005 through January 16, 2006 when he was removed by a vote of the holders of a majority of the Company’s common stock. On August 1, 2006, the Company and Mr. King reached a settlement agreement which granted options for 75,000 shares exercisable over the next 30 months and the Company issued two 12% Settlement Convertible Debentures effective August 1, 2006 in the amounts of $317,794 and $357,206. The debentures are convertible at a fixed price of $0.50 per share. Accrued expenses-related and notes payable were reduced by a total of $638,636. In addition, settlement expense increased by $36,364.

On August 25, 2006 Refuel America, Inc., the Company’s wholly-owned subsidiary, S. Bruce Wunner, the Company’s Vice-Chairman and Chief Executive Officer, and Ian Williamson, the Company’s President and Director, were served with a complaint in an action entitled Douglas Brown, Sr. v. Refuel America, Inc., Ian Williamson and S. Bruce Wunner. The action was filed in the Superior Court of the State of North Carolina, Cleveland County. Mr. Brown alleges that in return for advancing a loan of $1,000,000 to a potential acquisition candidate of Refuel, he received 3,740,424 fully paid and non-assessable shares of Refuel common stock. Mr. Brown is seeking a declaration acknowledging his ownership of the Refuel common stock and such other monetary damages as determined at trial. The Company denies all allegations and believes it has sufficient defenses on all matters. In addition, the Company intends to vigorously defend the action against Mr. Brown.

On October 20, 2006 Scott Deininger, a former employee, and current member of the Board sued NewGen for breach of contract. On July 27, 2007 the Company settled its claim with Mr. Deininger.  The terms of the settlement include an obligation to pay Mr. Deininger $335,000 plus legal fees not to exceed $15,000 in payments over the next 21 months; reinstatement of a previously issued option grant for 1,000,000 shares with a ten year term exercisable at $0.33 per share and fully vested on December 29, 2007; pay 5% of any equity funds raised and retaining his board seat, subject to re-election by shareholder vote and fulfillment of his fiduciary duties as a board member.

On July 3, 2007 John King filed suit in the state court in Hamilton County, Oho for payment of two notes payable in default due to lack of interest payment as noted above in the complaint filed on May 24, 2006 and settled on August 1, 2006. Mr. King seeks payment of principal, interest and attorney’s costs.

On July 11, 2007, NewGen filed suit in state court in Mecklenburg County, North Carolina (the "Complaint") against Noel M. Corcoran and Thomas C. Plummer, a former consultant of NewGen seeking compensatory and punitive damages. In the Complaint, NewGen brought claims against Mr. Corcoran for breaches of his fiduciary duties to NewGen and for promissory estoppel for promises Mr. Corcoran made that he reasonably could have foreseen would induce NewGen to reject or refrain from acting on alternative favorable financing offers NewGen then had available to it.

The Complaint also asserts claims against Mr. Corcoran for fraud, negligent misrepresentation, breach of contract and civil conspiracy. Among other facts alleged in the Complaint, NewGen asserted that Mr. Corcoran, who had responsibility to procure the financing for the acquisition of Appalachian Oil Co., engaged in self-dealing and made repeated misrepresentations to NewGen that he had obtained financing for such acquisition. The alleged misrepresentations caused NewGen to forego other potential attractive financing sources, to detrimentally rely on Mr. Corcoran's promises in incurring significant costs and expenses and ultimately directly caused NewGen to fail to close the acquisition of Appalachian Oil Co. prior to the date that Appalachian Oil Co. exercised its contractual right to terminate the agreement with NewGen. The Complaint further alleges that as a result of Mr. Corcoran's actions and misrepresentations, NewGen was precluded from finding significant outside financing or a new source of revenue resulting in NewGen's failure to pay debts owed to a number of third parties. In addition, the Complaint alleges that Mr. Corcoran used his position as Chairman of NewGen to obtain favorable conversion rates on convertible loans he made to NewGen, including the Convertible Promissory Notes described in Item 2.04 above, in breach of his fiduciary duties to NewGen. Using his leverage over NewGen as Chairman, the Complaint alleges that Mr. Corcoran engaged in self-dealing by imposing on NewGen an onerous, short repayment term for his personal loan with full knowledge that NewGen could only repay the amounts if Mr. Corcoran secured the financing necessary to repay the loans, and if he did not find such financing, NewGen would default on the loans, thereby further harming NewGen's business while permitting Mr. Corcoran to convert his note at a favorable price.

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According to the Complaint, Mr. Corcoran also pressured the NewGen board of directors to accept an offer to purchase fuel storage terminals owned by NewGen (the "Terminals") by June 29, 2007 for $10 million. Following relentless pressure exerted against the board of directors, including threatened litigation against individual directors, a letter of intent was accepted between NewGen and Corcoran, which letter provided for Mr. Corcoran's acquisition of the Terminals from NewGen by June 29, 2007 for $10 million. Although the letter of intent lapsed by its terms on June 29, 2007 unperformed by Mr. Corcoran, prior to such expiration date, Mr. Corcoran breached the letter of intent by failing to exercise good faith in complying with his obligations to close the acquisition by June 29, 2007 and for breaching publicity restrictions.

In the Complaint, NewGen also brought claims against Mr. Plummer for breach of a "consulting contract" with NewGen and civil conspiracy with Mr. Corcoran. The Complaint further alleges that Mr. Corcoran used his position as NewGen's Chairman to enter into a "consulting agreement" with Mr. Plummer without the authorization of NewGen's board of directors, even though Mr. Plummer was simultaneously acting as Mr. Corcoran's agent with respect to Mr. Corcoran's business dealings in the United States.

Although we believe we will prevail in the unsettled legal proceedings listed above, any adverse judgments or unpaid settlements will cause the Company to pursue additional equity and debt financing, above and beyond our expected capital expenditures and working capital requirements. The company will need to seek financing through investment bankers and private investors and at costs potentially higher than its historical borrowing rate and/or significantly dilutive to existing shareholders. There can be no assurance the Company will be successful in its efforts to raise additional financing.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NONE.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

As of August 20, 2007, the company is in default on all secured convertible debentures and unsecured convertible promissory notes as follows:

Debenture Name	Date		Unconverted Principal Amount
Cornell Secured Convertible Debenture No. CCP-1		January 23, 2006	$	2,100,000
Cornell Secured Convertible Debenture No. CCP-2		March 10, 2006		203,500
Cornell Secured Convertible Debenture No. CCP-3		September 15, 2006		735,776
Cornell Convertible Debenture No. CCP-1		December 7, 2006		1,100,000
Cornell Secured Convertible Debenture No. CCP-1-1		March 13, 2007		1,250,000
Cornell Secured Convertible Debenture No. CCP-1-2		April 3, 2007		325,000
King Unsecured Convertible Promissory Note No. 1		August 1, 2006		317,794
King Unsecured Convertible Promissory Note No. 2		August 1, 2006		357.206
Corcoran Convertible Unsecured Promissory Note No. 1		December 20, 2006		2,644,400
Corcoran Convertible Unsecured Promissory Note No. 2		February 15, 2007		850,000
			$	9,883,676

On June 21, 2007, an attorney representing Mr. John King sent the Company formal notice of default citing lack of interest payments, demanding immediate payment of principal, unpaid interest and the default interest rate of 18% and incurred legal costs.

On July 10, 2007, an attorney representing Mr. Noel Corcoran sent the Company formal notice of default citing lack of payment of principal and interest on the maturity date and demanding payment of principal and unpaid interest at the default interest rate of 13%.

On July 19, 2007 Cornell Capital Partners, LLC sent the Company formal notice of default, citing failure to file a registration statement. However, Cornell has waived the notice of default for 60 days if the Company files a registration statement, increase the redemption premium from 10% to 20%, pay certain legal costs incurred by Cornell and complete several procedural items that are not yet finalized.

Repayment of these debentures plus interest and other costs in stock will be significantly dilutive to existing shareholders. Repayment in cash will cause the company will need to seek financing through investment bankers and private investors and at costs potentially higher than its historical borrowing rate. There can be no assurance the Company will be successful in its efforts to raise additional financing. The Company’s existence is dependent on management’s ability to develop profitable operations and resolve the Company’s liquidity problems. There can be no assurance the Company will be successful in its efforts to raise additional financing. Failure to obtain additional financing will have a material adverse effect on our financial performance, operating statement, balance sheet and stock price and require us to implement drastic cost reduction initiatives, curtail or cease operations. We do not have sufficient funds on hand to fund our current or long term operations.

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ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 5 - OTHER INFORMATION

NONE

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ITEM 6 - EXHIBITS

Exhibit Number	Description of Exhibit
3.1	Registrant’s Articles of Incorporation (incorporated by reference to the exhibits to Registrants Form 8-K filed on November 14, 2005).
3.2	Certificate of Amendment to Registrant’s Articles of Incorporation
3.4	Articles of Merger changing the Registrant’s name to NewGen Technologies, Inc. (incorporated by reference to the exhibits to Registrants Form 8-K filed on August 12, 2005).
3.5	Registrant’s By-Laws.
10.1	Share Exchange Agreement by and among Bongiovi Entertainment, Inc., ReFuel America, Inc. and the shareholders of ReFuel America, Inc. (incorporated by reference to a Form 8-K filed by the Registrant on August 4, 2005)
10.2	Management Services Agreement by and between Bongiovi Entertainment, Inc. and Sarmatan Developments Ltd. (incorporated by reference to a Form 8-K filed by the Registrant on August 4, 2005)
10.3	Warrant issued to Frank Crivello SEP IRA dated August 2, 2005 (incorporated by reference to a Form 8-K filed by the Registrant on August 4, 2005)
10.4	Form of Registration Rights Agreement (incorporated by reference to the exhibit to Registrants Form 8-K filed on August 25, 2005)
10.5	Limited Liability Company Agreement of Advanced Biotechnology, LLC (incorporated by reference to a Form 8-K filed by the Registrant on September 22, 2005)
10.6	Contract of Sale, dated September 28, 2005, by and among Crown Central LLC and ReFuel America, Inc. (incorporated by reference to a Form 8-K filed by the Registrant on October 3, 2005)
10.7	Amendment to Contract of Sale, dated December 9, 2005, by and among Crown Central LLC and ReFuel America, Inc. (incorporated by reference to the exhibit to Registrants Form 8-K filed on December 16, 2005)
10.8	Limited Liability Company Agreement of Powershift Biofuels of Hawaii, LLC, dated November 15, 2005, by and among Powershift Biofuels of Hawaii, LLC, Powershift Energy Company, Inc. and ReFuel America, Inc. (incorporated by reference to a Form 8-K filed by the Registrant on November 16, 2005)
10.9	Limited Liability Company Agreement of Powershift Biofuels of Iowa, LLC, dated November 15, 2005, by and among Powershift Biofuels of Hawaii, LLC, Powershift Energy Company, Inc. and ReFuel America, Inc. (incorporated by reference to a Form 8-K filed by the Registrant on November 16, 2005)
10.10	Joint Venture Agreement, dated November 29, 2005, by and among NewGen Technologies, Inc., AG Global Partners Limited and NewGen Fuel Technologies Limited (incorporated by reference to a Form 8-K filed by the Registrant on December 6, 2005)
10.11	Technology License & Development Agreement, dated November 29, 2005, by and between NewGen Technologies, Inc. and NewGen Fuel Technologies Limited (incorporated by reference to a Form 8-K filed by the Registrant on December 6, 2005)
10.12	Limited Liability Company Agreement of Actanol Bioengineering, LLC, dated November 28, 2005, by and among Actanol Bioengineering, LLC, Actanol Service Ltd. and NewGen Technologies, Inc. (incorporated by reference to a Form 8-K filed by the Registrant on December 6, 2005)
10.13	$2,200,000 principal amount Secured Convertible Debenture, dated January 24, 2006, issued by NewGen Technologies, Inc. to Cornell Capital Partners LP (incorporated by reference to a Form 8-K filed by the Registrant on January 30, 2006)

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10.14	Warrant to purchase 1,125,000 shares of Common Stock of NewGen Technologies, Inc., issued January 24, 2006 (incorporated by reference to a Form 8-K filed by the Registrant on January 30, 2006)
10.15	Securities Purchase Agreement, dated January 24, 2006, by and between NewGen Technologies, Inc. and Cornell Capital Partners LP (incorporated by reference to a Form 8-K filed by the Registrant on January 30, 2006)
10.16	Investor Registration Rights Agreement, dated January 24, 2006, by and between NewGen Technologies, Inc. and Cornell Capital Partners LP (incorporated by reference to a Form 8-K filed by the Registrant on January 30, 2006)
10.17	Amended and Restated Securities Purchase Agreement, dated February 10, 2006, by and between NewGen Technologies, Inc. and Cornell Capital Partners LP (incorporated by reference to the exhibit to Registrants Form 8-K filed on February 16, 2006)
10.18	Security Agreement, dated January 24, 2006, by and between NewGen Technologies, Inc. and Cornell Capital Partners LP (incorporated by reference to a Form 8-K filed by the Registrant on January 30, 2006)
10.19	Subsidiary Security Agreement, dated January 24, 2006, by and between ReFuel Terminal Operations, Inc. and Cornell Capital Partners LP (incorporated by reference to a Form 8-K filed by the Registrant on January 30, 2006)
10.20	Subsidiary Security Agreement, dated January 24, 2006, by and between ReFuel America, Inc. and Cornell Capital Partners LP (incorporated by reference to a Form 8-K filed by the Registrant on January 30, 2006)
10.21	Subsidiary Security Agreement, dated January 24, 2006, by and between NewGen International, Inc. and Cornell Capital Partners LP (incorporated by reference to a Form 8-K filed by the Registrant on January 30, 2006)
10.22	$650,000 principal amount Secured Convertible Debenture, dated March 10, 2006, issued by NewGen Technologies, Inc. to Cornell Capital Partners LP (incorporated by reference to a Form 8-K filed by the Registrant on March 16, 2006)
10.23	$1,000,000 principal amount note payable issued by NewGen Technologies, Inc. to Indexia Holdings Limited (incorporated by reference to a Form 8-K on June 12, 2006)
10.24	$500,000 principal amount note payable issued by NewGen Technologies, Inc. to a Director (incorporated by reference to a Form 8-K on August 4, 2006).
10.25	$500,000 principal amount note payable issued by NewGen Technologies, Inc. to a Noel M. Corcoran (incorporated by reference to a Form 8-K on August 30, 2006).
10.26	$675,000 and 562,500 share Settlement Agreement dated August 28, 2006 by and between ReFuel America, a wholly owned subsidiary of NewGen Technologies, Inc. and John King (incorporated by reference on Form 8-K on September 1, 2006)
10.27	$1,274,200 principal amount note payable issued by NewGen Technologies, Inc. to a Noel M. Corcoran (incorporated by reference to a Form 8-K on September 06, 2006).
10.28	$110,000 and 1,125,000 to Alex Greystoke for a Termination Agreement dated September 5, 2006 to dissolve a proposed joint venture with AG Global Partners (incorporated by reference on Form 8-K on September 09, 2006)
10.29	Actanol BioEngineering GmbH a wholly-owned subsidiary of Actanol BioEngineering, Inc., an entity in which NewGen Technologies, Inc. owns 60% of the outstanding common stock, acquired IPF GmbH on September 1, 2006 (incorporated by reference on Form 8-K on September 08, 2006)
10.30	September 18, 2006 closed on the remaining balance of $2,150,000 of a January 24, 2006, the Securities Purchase Agreement dated January 24, 2006 with Cornell Capital Partners LP (incorporated by reference on Form 8-K on September 21, 2006
10.31	$3,006,230 and $1,017,500 of notes payable held by Noel M. Corcoran and Indexia Holdings Limited were changed to convertible debentures and then converted into 13,558,058 and 4,646,257 shares of stock. Additional convertible debentures in the amount of $2,644,400 were issued by NewGen Technologies, Inc. to Noel M. Corcoran (incorporated by reference on Form 8-K on December 22, 2006
10.32	ReFuel America, Inc. a wholly owned subsidiary of NewGen Technologies, Inc. entered into a Share Purchase Agreement with Appalachian Oil Company, Inc. to acquire all outstanding shares for $30,000,000 (incorporated by reference on Form 8-K on January 17, 2007
	$850,000 principal amount convertible debenture issued by NewGen Technologies, Inc. to a Noel M. Corcoran (incorporated by reference to a Form 8-K on February 23, 2007).
10.33	Extension of Share Purchase Agreement signed January 17, 2007 with Appalachian Oil Company to March 2, 2007 (incorporated by reference on Form 8-K on February 28, 2007)

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10.34	Extension of Share Purchase Agreement signed January 17, 2007 with Appalachian Oil Company to extend from March 2, 2007 to March 7, 2007 (incorporated by reference on Form 8-K on March, 2 2007)
10.35	Extension of Share Purchase Agreement signed January 17, 2007 with Appalachian Oil Company to extend from March 2, 2007 and March 7, 2007 to March 9, 2007 (incorporated by reference on Form 8-K on March, 7 2007)
10.36	Extension of Share Purchase Agreement signed January 17, 2007 with Appalachian Oil Company to extend from March 2, 2007; March 7, 2007; March 9, 2007 to April 2, 2007 for a deposit of $250,000 (incorporated by reference on Form 8-K on March, 9 2007).
10.37	$1,250,000 principal amount Secured Convertible Debenture, dated March 13, 2007, issued by NewGen Technologies, Inc. to Cornell Capital Partners LP (incorporated by reference to a Form 8-K filed by the Registrant on March 19, 2007)
10.38	Extension of Share Purchase Agreement signed January 17, 2007 with Appalachian Oil Company to extend from March 2, 2007; March 7, 2007; March 9, 2007; April 2, 2007 to April 30, 2007 for an additional deposit of $250,000 (incorporated by reference on Form 8-K on April, 6 2007).
10.39	Verbal Extension of Share Purchase Agreement signed January 17, 2007 with Appalachian Oil Company to extend from March 2, 2007; March 7, 2007; March 9, 2007; April 2, 2007; April 30, 2007 to June 7, 2007 (incorporated by reference on Form 8-K on May,16 2007).
10.40	Termination of extended Share Purchase Agreement with Appalachian Oil Company on June 18, 2007 (incorporated by reference on Form 8-K June 22, 2007)
10.41	Notice of default received from Mr. Noel M. Corcoran on two convertible debentures dated December 20, 2006 and February 15, 2007 which were defaulted on July 10, 2007 and May 14, 2007, respectively (incorporated by reference on Form 8-K filed on July 17, 2007).
10.42	Exclusive distribution agreement of biofuels, consulting agreement for $600,000 annually and $1,300,000 reimbursement of costs related to the failed Appalachian Oil Company transaction for cooperation for assistance by and between NewGen Technologies, Inc. and Titan Global Holdings, Inc. (incorporated by reference on Form 8-K on July 30, 2007)

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEWGEN TECHNOLOGIES, INC.
Date: August 20, 2007	By:	/s/ S. Bruce Wunner
		Bruce Wunner
		Chief Executive Officer and Acting Chief Financial Officer

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