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 21, 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. ITEM 2.02 Results of Operations and Financial Condition On November 21, 2005, NewGen Technologies, Inc. (the "Company") announced its operating results for the third quarter ended September 30, 2005. A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing. 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 - -------------------------------------------------------------------------------- 99.1 Press Release, dated November 21, 2005, issued by NewGen Technologies, Inc. 1 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 22, 2005 By: /s/ Scott Deininger ---------------------------- Name: Scott Deininger Title: Chief Financial Officer 2