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^*

WUNNER S BRUCE

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2005

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	11/19/2005		G		117,500⁽¹⁾	D	$0	82,500	D
Common Stock								347,333⁽²⁾	I	By FEA, LLC⁽³⁾

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)	$0.5	09/09/2005		A⁽⁴⁾		75,000		09/10/2007	09/10/2017	Common Stock	75,000	$0	75,000	D
Stock Options (right to buy)	$1	10/06/2006		A⁽⁵⁾		1,000,000		10/06/2006	10/06/2016	Common Stock	1,000,000	$0	1,000,000	D

Explanation of Responses:

1. The transaction being reported in this row involved the disposition, by way of gift, by the Reporting Person of an aggregate of 117,500 shares of the Issuer's Common Stock to family members of the Reporting Person who do not share the Reporting Person's household.

2. 214,916 of the shares of the Issuer's Common Stock held by FEA, LLC have been pledged by the Reporting Person to Cornell Capital Partners, LP ("Cornell") pursuant to that certain Pledge and Escrow Agreement, dated January 24, 2006, by and among the Reporting Person, the Issuer and Cornell in order to secure the obligations of the Issuer under that certain Securities Purchase Agreement, dated of even date therewith by and between the Issuer and Cornell.

3. The Reporting Person holds a majority of the outstanding membership interests of FEA, LLC. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. The transaction being reported in this row involved the grant by the Issuer to the Reporting Person of options to buy 75,000 shares of the Issuer's Common Stock at an exercise price of $0.50 per share.

5. 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.

	/s/ S. Bruce Wunner	02/27/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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