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, 2005.
or
|_| Transitional report filed under Section 13 or 15 (d) of the Exchange Act.
Commission File No. 0-23365
NEWGEN TECHNOLOGIES, INC.
(Name of Small Business Issuer in its Charter)
Nevada 33-0840184
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State or other jurisdiction of I.R.S. Employer Identification Number
incorporation or organization
6000 Fairview Road 12th Floor, Charlotte, North Carolina 28210
(Address of principal executive office)
Issuer's telephone number: (704) 552-3590
Bongiovi Entertainment, Inc. 39 Hansen Farm Road,
North Haven, Connecticut 06473
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(Former name or former address, if changed since last report)
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 |_|
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 12, 2005, there were
31,468,524 shares of Common Stock, par value $.001 per share, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes |_| No |X|
TABLE OF CONTENTS
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PART I FINANCIAL INFORMATION
Page
----
Item 1. FINANCIAL STATEMENTS
a. Balance Sheet 3
b. Statements of Operations 4
c. Statements of Cash Flows 5
d. Notes to Financial Statements 6
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 7
Item 3. CONTROLS AND PROCEDURES 8
PART II OTHER INFORMATION 8
Item 1. LEGAL PROCEEDINGS 8
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 8
Item 3. DEFAULTS ON SENIOR SECURITIES 8
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 8
Item 5. OTHER INFORMATION 8
Item 6. EXHIBITS AND REPORTS ON 8-K 8
SIGNATURE PAGE 10
CERTIFICATION
2
NEWGEN TECHNOLOGIES, INC.
BALANCE SHEET
JUNE 30, 2005
(UNAUDITED)
ASSETS
CURRENT ASSETS
Total current assets $ -
===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 5,431
Due to shareholders 45,819
-----------
Total current liabilities 51,160
-----------
STOCKHOLDERS' (DEFICIT)
Preferred stock, $.001 par value, 10,000,000 shares
authorized, none issued and outstanding -
Common stock, $.001 par value, 100,000,000
shares authorized, 3,333,469 shares
issued and outstanding 3,333
Additional paid in capital 7,979,348
Accumulated (deficit) (8,033,841)
-----------
(51,160)
-----------
$ -
===========
See the accompanying notes to the financial statements.
3
NEWGEN TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 2004, AND 2005
(UNAUDITED)
Three Months Six Months
---------------------------- ----------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
REVENUE
Net Sales $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
OPERATING COSTS AND EXPENSES
General and Administrative 12,560 8,930 25,893 8,930
------------ ------------ ------------ ------------
(12,560) (8,930) (25,893) (8,930)
------------ ------------ ------------ ------------
OTHER EXPENSES
Interest Expense -- 178,391 -- 330,490
NET (LOSS) $ (12,560) $ (178,391) $ (25,893) $ (339,420)
============ ============ ============ ============
PER SHARE INFORMATION
(Basic and fully Diluted)
Weighted average common
shares outstanding 3,333,469 1,204,444 3,333,469 627,222
============ ============ ============ ============
(Loss) per Share $ (0.00) $ (0.16) $ (0.01) $ (0.50)
See the accompanying notes to the financial statements.
4
NEWGEN TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2004, AND 2005
(UNAUDITED)
2004 2005
------------ ------------
Cash flow from operating activities:
Net cash provided by operating activities $ -- $ --
------------ ------------
Cash flows from investing activities:
Net cash provided by investing activities -- --
------------ ------------
Cash flows from financing activities:
Net cash provided by financing activities -- --
------------ ------------
Increase (decrease) in cash -- --
Cash - beginning of period -- --
------------ ------------
Cash - end of period $ -- $ --
============ ============
See the accompanying notes to the financial statements.
5
NewGen Technologies, Inc.
Notes to Financial Statements June 30, 2005
(Unaudited)
(1) Basis Of Presentation
The accompanying unaudited 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 by GAAP 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 financial statements of Bongiovi Entertainment, Inc.
(the "Company") as of December 31, 2004, and for each of the two years then
ended included in the filing on Form 10-KSB.
(2) Earnings Per Share
The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented common stock
equivalents were not considered, as their effect would be anti-dilutive.
(3) Due to Shareholders
During the period through June 30, 2005, the majority shareholder advanced the
Company an aggregate of $28,692 by the direct payment of certain obligations of
the Company. These advances which total $45,819 through June 30, 2005, are due
on demand and do not bear interest.
(4) Stockholders' (Deficit)
On April 21, 2005, The Company approved a reverse stock split of one for thirty.
All share and per share amounts have been adjusted retroactively to account for
the split.
During the period through June 30, 2005, affiliates contributed services with a
fair value of $3,000 to the capital of the Company.
(5) Going Concern
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
The Company has experienced a significant loss from operations as a result of
its investment necessary to achieve its operating plan, which is long-range in
nature. For the period ended June 30, 2005, the Company incurred net losses of
$25,893 and has working capital and stockholder deficits of $51,160 and no
revenue generating operations.
The Company's ability to continue as a going concern is contingent upon its
ability to attain profitable operations and secure financing. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
(6) Subsequent Events
On July 29, 2005 the Company entered into a share exchange agreement with Refuel
America, Inc. whereby The Company acquired all of the outstanding shares of
Refuel America in exchange for 28,135,033 shares of its common stock issued to
the Refuel shareholders. In addition, the Company issued a warrant to purchase
2,155,000 common shares at $.001 per share, with no expiration date. The
transaction closed on August 2, 2005. The summarized unaudited financial
information for Refuel America is as follows:
Shareholders
Assets Liabilities Deficiency
---------------- ---------------- ----------------
Current $ 50 $ 1,660,702 $ (1,660,652)
---------------- ---------------- ----------------
Total $ 50 $ 1,660,702 $ (1,660,652)
---------------- ---------------- ----------------
There were $-0- sales for the year with an unaudited net loss of $1,809,830 for
the six months ended June 30, 2005.
On July 29, 2005 the Company entered into a management services agreement with
Sarmatan Developments Ltd., an affiliate, (the "Consultant"), pursuant to which
the Consultant would provide advice to the Company in return for an aggregate
fee of $200,000, $25,000 to be paid on July 31, 2005 and the remaining $175,000
due within 7 days of the closing of the first material acquisition or merger by
the Company.
On August 10, 2005, the Company executed a merger and reorganization agreement
with the sole shareholder of NewGen Technologies, Inc. whereby, NewGen shall be
merged into the Company. The Company is the surviving company and has
effectively changed its name to New Gen Technologies, Inc.
6
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
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 10SB for a description of certain of the known risks and uncertainties of
the Company.)
CORPORATE HISTORY AND BASIS OF PRESENTATION
On August 10, 2005, Bongiovi Entertainment, Inc. (the "Company") executed a
merger and reorganization agreement with the sole shareholder of NewGen
Technologies, Inc. whereby, NewGen shall be merged into the Company. The Company
is the surviving company and has effectively changed its name to New Gen
Technologies, Inc.
As of July 29, 2005, the Company entered into a Share Exchange Agreement (the
"Agreement") with ReFuel America, Inc., a Delaware corporation ("ReFuel") and
the shareholders of ReFuel (the "ReFuel Shareholders"), which closed on August
2, 2005. Pursuant to the Agreement, the Company acquired all of the outstanding
equity stock of ReFuel from the ReFuel Shareholders. As consideration for the
acquisition of ReFuel, the Company issued 28,135,033 shares of the Company's
common stock to the ReFuel Shareholders. In addition, the Company issued a
warrant to purchase 2,155,000 shares of the Company's common exercisable at
$.001 per share with no expiration date. These issuances are exempt from
registration requirements under Regulation D under the Securities Act of 1933,
as amended.
As of July 29, 2005, the Company entered into a Management Services Agreement
with Sarmatan Developments Ltd. (the "Consultant"), pursuant to which the
Consultant would provide advice to the Company in connection with acquisitions
and/or mergers and financings for a term of one year. In consideration for the
services to be provided, the Company has agreed to pay the Consultant an
aggregate fee of $200,000, $25,000 to be paid on July 31, 2005 and the remaining
$175,000 due within 7 days of the closing of the first material acquisition or
merger by the Company. The balance of $200,000 was paid by August 15, 2005.
As of June 14, 2004, the Company entered into an Asset Purchase and Sale
Agreement (the "Sale Agreement") with certain shareholders of the Company
(collectively, the "Shareholders"), pursuant to which the Shareholders purchased
back certain assets of the Company (the "Transferred Assets") and assumed
certain liabilities of the Company in consideration for transferring back to the
Company a total of 16,000,000 shares of common stock owned by the Shareholders.
Such shares were delivered to the Company for cancellation or deposit in the
treasury. At the closing of the transaction, the current officers and directors
of the Company resigned, and Larry Shatsoff was appointed as the new president
and director of the Company.
As of September 10, 2002, the Company consummated a transaction, whereby the
Company acquired all of the issued and outstanding shares of Bongiovi
Entertainment, Inc., a Florida corporation ("Bongiovi") in exchange for the
issuance by the Company of a total of 16,000,000 newly issued restricted shares
of common voting stock to Bongiovi shareholders pursuant to the Agreement and
Plan of Reorganization, as amended (the "Agreement"), dated as of September 10,
2002, by and between the Company and Bongiovi (the "Closing"). Immediately prior
to the share exchange, there were 4,000,000 shares of the Company's common stock
issued and outstanding. The Company effected a 1-for 11.5 reverse stock split of
its common stock as of September 3, 2002. As a result of the acquisition, there
were 20,000,000 shares of common stock issued and outstanding.
The Company was incorporated as Time Financial Services, Inc. in the State of
Nevada on January 29, 1997. On July 20, 2000, Time Financial Services, Inc.
changed its name to Interruption Television Inc. ("ITTV"). On the same day, in a
Share Exchange Agreement ("Share Exchange"), ITTV acquired all of the issued and
outstanding common stock of ITV, Inc. ("ITV") a Nevada corporation in exchange
for 1,479,362 shares of ITTV's Common Stock, par value $0.001 (approximately 85%
of the shares now outstanding), after the shareholders approved a one-for-three
reverse stock split on July 20, 2000, to the shareholders of ITTV. An additional
217,739 shares were issued to several persons instrumental in the acquisition as
consulting/finder fees on July 20, 2000.
ITV owned 100% of the shares of Interruption Television Pte Ltd. ("ITPL"), a
company incorporated in Singapore until the Sale Agreement transaction in
November, 2001.
7
OVERVIEW AND PLAN OF OPERATIONS
Bongiovi was an entertainment content provider and independent record label,
whose market is the global entertainment/music consumer. Bongiovi Entertainment
was engaged in the acquisition of music industry assets and in operational
activities that included: the signing and development of artists for the purpose
of creating, promoting, marketing and distributing and selling recorded
material, the utilization and development of a national/international record
promotion and distribution network, the identification, acquisition and
development of a "catalog" of recorded works and other entertainment related
activities.
Since June 14, 2004, the Company had no operating business. The Company does not
intend to develop its own operating business but instead is seeking to effect a
merger with a corporation which owns an operating business and wishes to
undertake a merger for its own corporate purposes.
Results of Operations
Our net loss for the six months ending June 30, 2005 was $(25,893) (unaudited)
compared to our net loss for the six months ending June 30, 2004 which was
$(187,391).
Our general and administrative expenses from for the six months ended June 30,
2005 were $25,893. Our general and administrative expenses for the six months
ended June 30, 2004 were $(8,930).
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.
Since June 14, 2004, the Company had no operating business.
GOING CONCERN
The Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flows to meets its obligations on a timely basis, to
obtain additional financing as may be required and ultimately, to attain
profitability.
CRITICAL ACCOUNTING POLICIES
See Note 1 to the financial statements as of December 31, 2004, for a
description of our critical accounting policies.
Item 3. Controls and Procedures
Our Chief Executive Officer and Treasurer/Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures and internal controls and procedures for
financial reporting for the Company. The Certifying Officers have designed such
disclosure controls and procedures and internal controls and procedures for
financial reporting to ensure that material information are made known to them,
particularly during the period in which this report was prepared. The Certifying
Officers have evaluated the effectiveness of the Company's disclosure controls
and procedures and internal controls and procedures for financial reporting as
of June 30, 2005 and believes that the Company's disclosure controls and
procedures and internal controls and procedures for financial reporting are
effective based on the required evaluation. There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
NONE
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
NONE
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5 - OTHER INFORMATION
NONE
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
8
(a) Exhibits
Exhibit 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT
Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
No reports on Form 8-K were filed during the quarter ended June 30, 2005.
9
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 18, 2005 By: /s/ John King
----------------------------
John King
Chief Executive Officer
By: /s/ Michael W. Woods
----------------------------
Michael W. Woods
Treasurer / CFO
10