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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      July 13, 2006

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



      Re:	NewGen Technologies, Inc.
		Amendment No. 1 to Registration Statement on Form SB-2
		Filed June 13, 2006
		File No. 333-133457

		Form 10-QSB for the Fiscal Quarter Ended March 31, 2006
		Filed June 5, 2006
		File No. 33-22264

Dear Mr. Wunner:

      We have reviewed your response letter dated July 5, 2006,
and
have the following 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-QSB for the Fiscal Quarter Ended March 31, 2006

Note 2 - Basis of Presentation and Summary of Significant
Accounting
Policies

Fair Value of Financial Instruments, page 8
1. We have considered your response to our prior comment number
two in
our letter of June 23, 2006.  We do not agree with your
conclusions
with regard to the fair value of your convertible debentures as of
March 31, 2006.  The carrying value of this debt reflects the
bifurcation of the detachable warrants and derivative liability,
while
the fair value of the debt would be based on the discounted future
cash flows as discussed in Statement of Financial Accounting
Standards
(SFAS) 107, Appendix A.

Disclose the significant methods and assumptions used to estimate
the
disclosed fair value of this financial instrument, required by
SFAS
107, paragraph 10.  We may have further comment.  If it is not
practical to estimate the fair value, provide the disclosures
required
under SFAS 107, paragraph 14.

Note 9 - Convertible Debentures, page 18
2. We have considered your response to our prior comment number
three
in our letter of June 23, 2006.  It appears the secured
convertible
debt agreement with Cornell Capital Partners, LP may contain other
embedded derivatives that you should evaluate under SFAS 133 and
Emerging Issue Task Force Issue (EITF) Issue 00-19.  Tell us how
you
evaluated the following:

* You have the option to redeem the notes at a certain
predetermined
percentage of the outstanding principal and accrued interest
depending
upon the date of prepayment.

* You are subject to certain default provisions.

Please note that we expect you to perform a thorough analysis of
all
the provisions of your convertible debt instrument in order to
determine whether there are any provisions that may be embedded
derivatives which should be bifurcated and accounted for
separately as
a derivative pursuant to SFAS 133.  Please tell us all of the
embedded
derivatives you identified during your review of your debt
agreement
and how you evaluated each provision.  With regards to the default
provision, your response should include an analysis of paragraphs
12,
13 and 61(d) of SFAS 133 and Derivatives Implementation Group
(DIG)
Issue B16.


3. We note the assumptions that you have used for the valuation of
the
warrants and the conversion features associated with your
convertible
debentures.  We also note the relative complexity of the
agreements
underlying these instruments.  We believe management is in the
best
position to determine the appropriate valuation techniques and
assumptions for use in valuing your complex financial instruments.
However, it appears to us based on the values you have calculated
that
the Black-Scholes model may not be appropriate for the valuation
of
these instruments.  Additionally, we believe that the complexities
of
the conversion features, such as variable exercise prices,
indicate
that a more comprehensive modeling tool is required.  To the
extent
you identify additional embedded derivatives in response to
comment 3
above, all of the bifurcated embedded derivatives should be
combined
and accounted for as a compound derivative pursuant to DIG 15.  As
appropriate, please revise your methodologies and assumptions or
tell
us why you believe your methodologies and assumptions used in
valuing
the derivative instruments are appropriate and consistent with the
objective of measuring fair value.
4. Provide all the disclosures required by EITF 00-19, paragraph
50
with regard to the convertible debentures.

* * * * *
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.
July 13, 2006
Page 5