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): November 15, 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
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 1.01 Entry into s Material Definitive Agreement.
On November 15, 2005, Refuel America, Inc., a wholly owned subsidiary
of the Registrant and Powershift Energy Company, Inc., entered into a Limited
Liability Company Agreement for the formation of Powershift Biofuels of Hawaii,
LLC and a Limited Liability Company Agreement for the formation of Powershift
Biofuels of Iowa, LLC. These joint venture entities are equally owned by the
Registrant and Powershift Energy Company, Inc. and were created to build
biodiesel plants and power generation facilities in the United States.
The initial contribution of the Registrant to each of the joint venture
entities consists of $125,000 to be made available in increments of $25,000 per
month, or such greater amounts as may be determined by the board of directors of
each entity. The initial contribution of Powershift Energy Company, Inc. to each
of the joint venture entities consists of services and potential project
locations previously provided in connection with various biodiesel projects.
Item 2.02 Results of Operations and Financial Condition.
Business Outlook
The following statements are based upon our management's current
expectations. These statements are forward-looking, and actual results may
differ materially. The Registrant undertakes no obligation to update these
statements.
With respect to its full-year outlook for 2006, the Registrant expects
total revenue to be between $155.0 million and $165.0 million, and net income to
be between $3.0 million and $3.4 million. However, the foregoing estimates and
the achievement of them are dependent upon the attainment of financing by the
Registrant for the purchase and upfit of its fuel distribution terminals.
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
- --------------------------------------------------------------------------------
10.1 Limited Liability Company Agreement of Powershift Biofuels of
Hawaii, LLC, dated November 15, 2005, by and among Powershift
Biofuels of Hawaii, LLC, Powershift Energy Company, Inc. and ReFuel
America, Inc.
10.2 Limited Liability Company Agreement of Powershift Biofuels of Iowa,
LLC, dated November 15, 2005, by and among Powershift Biofuels of
Hawaii, LLC, Powershift Energy Company, Inc. and ReFuel America,
Inc.
99.1 Press Release - NewGen Technologies Announces Joint Venture with
PowerSHIFT for Bidiesel Production
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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.
NEWGEN TECHNOLOGIES, INC.
Dated: November 16, 2005 By: /s/ Bruce Wunner
-----------------------------
Name: Bruce Wunner
Title: Chief Executive Officer
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