UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 22, 2005
NEWGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000- 23365 33-0840184
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
6000 Fairview Road, 12th Floor, Charlotte, North Carolina 28210
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(Address of principal executive offices) (zip code)
(704) 552-3590
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(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
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))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 22, 2005, the Registrant dismissed Stark Winter Schenkein &
Co., LLP ("Stark") as the Registrant's independent registered public accounting
firm. On September 22, 2005, the Registrant engaged Weinberg & Company, P.A.
("Weinberg") as its independent registered public accounting firm. The action to
engage Weinberg was taken upon the majority approval of the Board of Directors
of the Registrant.
During the two fiscal years ended December 31, 2004 and 2003, and through
September 22, 2005, (i) there were no disagreements between the Registrant and
Stark 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 would have caused Stark to make reference to the matter in
its reports on the Registrant's financial statements, and (ii) Stark's reports
on the Registrant'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 September 22, 2005, there were no reportable events as the term
described in Item 304(a)(1)(iv) of Regulation S-B.
During the two fiscal years ended December 31, 2004 and 2003 and through
September 22, 2005, the Registrant has not consulted with Weinberg regarding
either:
1. The application of accounting principles to any specific
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's financial
statements, and neither a written report was provided to the
Registrant nor oral advice was provided that Weinberg concluded was
an important factor considered by the Registrant in reaching a
decision as to the accounting, auditing or financial reporting
issue; or
2. Any matter that was either subject of disagreement or 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.
On September 22, 2005, the Registrant provided Stark with a copy of the
disclosures it is making in response to Item 4.01 on this Form 8-K, and has
requested that Stark furnish it with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements within
10 business days of the filing of this Form 8-K. Such letter is filed herewith
as Exhibit 16.1.
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
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16.1 Letter from Stark Winter Schenkein & Co., LLP dated September 23, 2005
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.
NEWGEN TECHNOLOGIES, INC.
Dated: September 26, 2005 By: /s/ Bruce Wunner
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Name: Bruce Wunner
Title: Chief Executive Officer