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): June 28 , 2006
NEWGOLD, INC.
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(Exact Name of Registrant as Specified In Charter)
Delaware 0-20722 16-1400479
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
400 Capitol Mall, Suite 900
Sacramento, CA 95814
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (916) 449-3913
Same
(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 8.01 OTHER EVENTS
On June 28, 2006 Cornell Capital Partners submitted two Notices of
Conversion to convert $500,000 of principal of its Secured Convertible Debenture
dated January 27, 2006 and $100,000 of principal of its Secured Convertible
Debenture dated March 9,2006. The $500,000 will be converted into approximately
1,904.037 shares of Newgold restricted common stock while the $100,000 will be
converted into approximately 495,050 shares of restricted common stock.
After the conversion, Cornell Capital Partners will continue to hold
$200,000 in principal of Secured Convertible Debentures.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 30, 2006 NEWGOLD, INC.
By: /s/ JAMES KLUBER
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James Kluber
Chief Financial Officer
(Duly Authorized Officer)
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