UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      May 3, 2006

Mr. Bruce Wunner, Chief Executive Officer
NewGen Technologies, Inc.
6000 Fairview Road, 12th Floor
Charlotte, North Carolina 28210



      Re:	NewGen Technologies, Inc.
		Registration Statement on Form SB-2
      Filed February 10, 2006
		File No. 333-131745

		Form 10-KSB for the fiscal year ended December 31, 2005
		Filed April 17, 2006
		File No. 33-22264

Dear Mr. Wunner:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.







Form 10-KSB for the Fiscal Year Ended December 31, 2005

Management`s Discussion and Analysis or Plan of Operation

Plan of Operations, page 21

1. You disclose that your cash requirements are $60 million
related to
your biodiesal plant in the Southeast, plus an additional $140
million
related to your joint ventures with PowerSHIFT Energy Company,
Inc.
On page 22, you disclose you do not have sufficient cash to meet
your
anticipated obligations over the next twelve months.  On page 23,
you
disclose you have sufficient funds for the near term.  Revise the
discussion of your plan of operations and your discussion of
liquidity
and capital resources to consistently describe your financial
position.  Include a specific discussion of how long you can
currently
satisfy your cash requirements and your plans for raising
additional
funds over the next twelve months.

2. We note that you will require additional debt or equity
financing
to meet your anticipated capital expenditures of approximately
$200
million, and the amount of authorized but unissued shares you have
available.  Provide specific disclosures regarding your
expectations
as to the nature and terms of the financing, analysis of the
amounts
or ranges involved and how it may differ from your current
financing
arrangements.  Refer to Financial Reporting Codification
501.13.b.2
for guidance.

Recent Accounting Pronouncements, page 25

3. We note your discussion of the unamortized stock compensation
to be
recognized as a result of adopting SFAS 123(R) in the quarter
ending
March 31, 2006.  Revise your disclosure to provide:

* a brief description of the new standard,
* the methods of adoption allowed,
* the method expected to be utilized, if known, and
* the impact the adoption is expected to have on your financial
statements.

In particular, revise this disclosure to address the fair value of
the
stock based compensation that will be expensed each year.  Refer
to
Staff Accounting Bulletin Topic 11M for guidance.





Financial Statements and Supplementary Data

Consolidated Statement of Operations, page F-3

4. You have disclosed $4.2 million of operating expenses for 2005.
Revise your statement of operations to disclose your operating
expenses in sufficient detail to enhance the reader`s
understanding of
the nature and trends of current changes affecting your business.
This presentation should include a separate line item for each
material expense category.


Note 1 - Organization, page F-6

5. Expand your disclosures to clarify the legal and accounting
form of
your recapitalization transaction.  Specifically, your disclosure
should state that the historical financial statements presented
are a
continuation of Refuel America, Inc., and not those of Bongiovi
Entertainment Inc., and explain that the capital structure of the
Company is now different from that appearing in the historical
financial statements of Bongiovi Entertainment Inc. due to the
effects
of the reverse merger.

Note 2 - Summary of Significant Accounting Policies, page F-7

6. We note your policy for the consolidation of joint ventures
determined to be variable interest entities.  For each of your
joint
ventures, tell us the facts and circumstances you considered to
conclude that the joint venture is a variable interest entity and
that
you are the primary beneficiary of that variable interest.  Refer
to
Financial Interpretation 46(R) for further guidance.  We may have
further comment.

Note 9 - Related Party Transactions, page F-16

7. It appears the assignment and royalty agreement between the
company
and the directors is a material agreement.  File this agreement as
an
exhibit as required by Regulation S-B Item 601(b)(10).

Note 11 - Subsequent Events, page F-17

8. We note your issuance of convertible debt and warrants that are
convertible into a variable number of shares of your common stock
depending on the market price of such stock.  Tell us how you will
report and account for each of these financial instruments in your
March 31, 2006 financial statements.  In your response, tell us
what
consideration you gave to the guidance in SFAS 133, Emerging
Issues
Taskforce (EITF) 00-19 and other related accounting guidance.
Please
refer to Current Accounting and Disclosure Issues, page 30, on our
website at http://www.sec.gov/divisions/corpfin.shtml for further
guidance. We may have further comment.

Controls and Procedures, page 29

9. We note you have concluded as to the effectiveness of your
internal
control over financial reporting.  Remove this disclosure, or
provide
all of the information required by Regulation S-B Item 308
regarding
this disclosure, including the attestation report of the
registered
accounting firm on such assessment.

10. We further note your disclosure regarding significant changes
in
internal controls subsequent to year end.  Amend this disclosure
to
address any change in your internal control over financial
reporting
that occurred during your last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting, as required by Regulation S-B
Item
308(c).

Exhibits 31.1 and 31.2, page 36

11. Revise the wording of your certifications to conform exactly
to
the wording required by Regulation S-B Item 601(B)(31).  Revise as
follows:
* The title of each exhibit 31.1 and 31.2 should be
"Certifications".
Remove all other language at the top of the exhibit.
* Remove all references to "annual" or "quarterly" before the word
"report" except in paragraph number 1.
Remove the introductory language in paragraph 4 that refers to the
certifying officers` responsibility for establishing and
maintaining
internal control over financial reporting for the company since
you
have removed paragraph 4(b). This language is only required in the
first annual report required to contain management`s internal
control
report and thereafter.
* All references to "registrant" or "registrant`s" should be
replaced
with the phrases "small business issuer" or "small business
issuer`s",
respectively.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.



      You may contact Gary Newberry at (202) 551-3761 or April
Sifford, Accounting Branch Chief, at (202) 551-3684 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Carmen Moncada-Terry at (202) 551-3687
or, in
her absence, the undersigned, at (202) 551-3740 with any other
questions.



      					Sincerely,



      					H. Roger Schwall
      Assistant Director


cc: 	G. Newberry
	A. Sifford
      C. Moncada-Terry

      VIA FACSIMILE
	Thomas A. Rose
      Sichenzia Ross Friedman Ference
      212-930-9725

Bruce Wunner
NewGen Technologies, Inc.
May 3, 2006
Page 6