SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CORCORAN NOEL MICHAEL

(Last)

(First)

(Middle)

6000 FAIRVIEW ROAD, 12TH FLOOR

(Street)

CHARLOTTE

28210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NewGen Technologies, Inc [ NWGN.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/12/2006		M⁽¹⁾		13,558,058	A	$0.23	13,558,058	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$1	10/06/2006		A⁽²⁾		1,000,000		10/06/2006	10/06/2016	Common Stock	1,000,000	$0	1,000,000	D
10% Convertible Unsecured Term Note	$0.23⁽³⁾	12/11/2006		A⁽⁴⁾		$3,006,230⁽⁵⁾		12/11/2006	08/30/2007⁽⁶⁾	Common Stock	13,558,058⁽⁷⁾	$3,006,230⁽⁸⁾	$3,006,230⁽⁵⁾	D
10% Convertible Unsecured Term Note	$0.23⁽⁹⁾	12/12/2006		M			$3,006,230⁽¹⁰⁾	12/11/2006	08/30/2007⁽⁶⁾	Common Stock	13,558,058⁽¹¹⁾	$0	$0	D
10% Convertible Unsecured Term Note	$0.23⁽¹²⁾	12/20/2006		A⁽¹³⁾		$2,644,400⁽¹⁴⁾		12/20/2006	06/20/2007	Common Stock	11,497,391⁽¹⁵⁾	$2,644,400⁽¹⁶⁾	$2,644,400⁽¹⁴⁾	D

Explanation of Responses:

1. The transaction being reported in this row involved the conversion by the Reporting Person of an aggregate of $3,118,353 of principal and interest outstanding under certain term loans that had been extended by the Reporting Person to the Issuer and that were evidenced by that certain Amended and Restated 10% Convertible Unsecured Promissory Note, dated as of December 11, 2006, issued by the Issuer to the Reporting Person (the "Amended and Restated Convertible Note") into 13,558,058 shares of the Issuer's Common Stock at a conversion price of $0.23 per share.

2. The transaction being reported in this row involved the grant by the Issuer to the Reporting Person of options to buy 1,000,000 shares of the Issuer's Common Stock at an exercise price of $1.00 per share.

3. The conversion price of the Amended and Restated Convertible Note (the issuance of which is described in footnote (4) below) being reported in this row was set at the greater of (a) 80% of the average three (3) day trading price of the Issuer's Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of exercise of the conversion and (b) $0.23. Because $0.23 served as the minimal conversion price for the Amended and Restated Convertible Note, it has been utilized as the conversion price for purposes of describing the derivative security being reported in this row.

4. The transaction being reported in this row involved the amendment by the Issuer of the terms of certain term loan financings that had been extended by the Reporting Person to the Issuer in order to allow for the conversion by the Reporting Person of amounts outstanding thereunder into shares of the Issuer's Common Stock. In connection with such amendment, the Issuer issued to the Reporting Person the Amended and Restated Convertible Note (as defined in footnote (1) above) to evidence the Issuer's obligations to the Reporting Person to repay the term loan financings.

5. The Amended and Restated Convertible Note being reported in this row had a principal face amount of $3,006,230.

6. The Amended and Restated Convertible Note provided for termination of the conversion rights upon the respective maturity dates of the various principal amounts of the term loans evidenced thereby. The first such maturity date was May 15, 2007 while the final such maturity date was August 30, 2007.

7. The maximum number of shares issuable upon the conversion of the Amended and Restated Convertible Note being reported in this row was 13,558,058 shares, assuming conversion of the aggregate amount of $3,118,353 of principal and interest outstanding under the Amended and Restated Convertible Note at the minimum conversion price of $0.23 set thereunder.

8. The Reporting Person extended term loan financings in an aggregate principal amount of $3,006,230 to the Issuer as consideration for the issuance of the Amended and Restated Convertible Note being reported in this row.

9. As reported in this row, the Reporting Person exercised the conversion feature under the Amended and Restated Convertible Note at the conversion price of $0.23 per share of the Issuer's Common Stock, which was the conversion price that was obtained upon applying the rules for determination of the conversion price that are described in footnote (3) above.

10. The Reporting Person converted the full principal amount of $3,006,230 of the Amended and Restated Convertible Note, plus the $112,123 of interest outstanding thereunder, in the transaction reported in this row.

11. 13,558,058 shares of the Issuer's Common Stock were issued to the Reporting Person upon conversion of the aggregate amount of $3,118,353 of principal and interest outstanding under the Amended and Restated Convertible Note at the conversion price of $0.23.

12. The conversion price of the New Convertible Note (as defined in footnote (13) below), the issuance of which is being reported in this row, was set at the greater of (a) 80% of the average three (3) day trading price of the Issuer's Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of exercise of the conversion and (b) $0.23. Because $0.23 serves as the lowest conversion price for the New Convertible Note, it has been utilized as the conversion price for purposes of describing the derivative security being reported in this row.

13. The transaction being reported in this row involved the issuance by the Issuer to the Reporting Person of a $2,644,400 principal amount 10% Convertible Unsecured Promissory Note, dated as of December 20, 2006 (the "New Convertible Note"), in order to evidence the Issuer's repayment obligations under the term loan extended by the Reporting Person to the Issuer on such date. Principal and interest outstanding under the New Convertible Note are convertible into shares of the Issuer's Common Stock at the conversion price described in footnote (12) above.

14. The New Convertible Note being reported in this row has a principal amount of $2,644,400.

15. The maximum number of shares issuable upon the conversion of the New Convertible Note being reported in this row is 11,497,391 shares, assuming conversion of the entire principal amount of $2,644,400 outstanding under the New Convertible Note at the minimum conversion price of $0.23 set thereunder. To the extent that interest accruing under the New Convertible Note is also converted by the Reporting Person, the maximum number of shares of the Issuer's Common Stock obtainable upon conversion shall rise accordingly. However, to the extent that the actual conversion price under the New Convertible Note exceeds the $0.23 minimum conversion price thereunder, a lesser number of shares would be issuable upon the conversion thereof.

16. The Reporting Person extended a term loan financing in an aggregate principal amount of $2,644,400 to the Issuer as consideration for the issuance of the New Convertible Note being reported in this row.

	/s/ Noel Corcoran	02/01/2007
	** Signature of Reporting Person	Date
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