UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 2, 2005
NEWGEN TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Nevada 000-23365 33-0840184
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
6000 Fairview Road, 12th Floor, Charlotte, North Carolina 28210
(Address of principal executive offices) (zip code)
(704) 552-3590
(Registrant's telephone number, including area code)
Copies to:
Thomas A. Rose, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Bongiovi Entertainment, Inc.
39 Hansen Farm Road, North Haven, Connecticut 06473
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 4.01. Changes in Registrant's Certifying Accountant.
On August 2, 2005, as a result of the acquisition of Refuel America, Inc.,
NewGen Technologies, Inc. (formerly Bongiovi Entertainment, Inc.)(the "Company")
dismissed Stark Winter Schenkein & Co., LLP as our principal independent
accountant. During the two fiscal years ended December 31, 2004 and 2003, and
through August 2, 2005, (i) there were no disagreements between us and Stark
Winter Schenkein & Co., LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Stark Winter Schenkein & Co., LLP would have
caused Stark Winter Schenkein & Co., LLP to make reference to the matter in its
reports on the Company's financial statements, and (ii) Stark Winter Schenkein &
Co., LLP's reports on the Company's financial statements did not contain an
adverse opinion or disclaimer of opinion, or was modified as to uncertainty,
audit scope or accounting principles, except that such reports did contain a
going concern qualification. During the two fiscal years ended December 31, 2004
and 2003 and through August 2, 2005, there were no reportable events as the term
described in Item 304(a)(1)(iv) of Regulation S-B.
We provided Stark Winter Schenkein & Co., LLP with a copy of this Current
Report on Form 8-K on August 12, 2005, prior to its filing with the SEC, and
requested that they furnish us with a letter addressed to the SEC stating
whether they agree with the statements made in this Current Report on Form 8-K,
and if not, stating the aspects with which they do not agree. A copy of the
letter provided by Stark Winter Schenkein & Co., LLP, dated August 15, 2005, is
attached to this Form 8-K as an exhibit.
On August 12, 2005, we re-engaged Stark Winter Schenkein & Co., LLP
as our principal independent accountant. Our board of directors has approved the
appointment of Stark Winter Schenkein & Co., LLP as our new principal
independent accountants.
Prior to engaging Stark Winter Schenkein & Co., LLP we did not consult
with them except as noted above regarding either:
1. the application of accounting principles to any specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on our financial statements, and neither a written report was
provided to our company nor oral advice was provided that Stark Winter
Schenkein & Co., LLP concluded was an important factor considered by our
company in reaching a decision as to our accounting, auditing or financial
reporting issue; or
2. any matter that was either the subject of disagreement or an event, as
defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the related
instruction to Item 304 of Regulation S-B, or a reportable event, as that
term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit
Number Description
- ------- ---------------------------------------------------------
16.1 Letter from Stark Winter Schenkein & Co., LLP, dated
August 12, 2005
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BONGIOVI ENTERTAINMENT, INC.
Dated: August 15, 2005 By: /s/ John King
----------------------------
Name: John King
Title: Chief Executive Officer
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