CORRESP 2 filename2.txt July 12, 2006 Jason Wynn/Mail Stop 7010 MERITAS LAW FIRMS WORLDWIDE Securities and Exchange Commission Roger D. Linn Division of Corporation Finance 916.558.6064 DIRECT 100 F Street, N.E. rlinn@weintraub.com Washington, D.C. 20549 RE: NEWGOLD, INC. AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM SB-2 FILE NO. 333-132218 Dear Mr. Wynn: Newgold, Inc. (the"Registrant") is filing the Second Amendment to its SB-2 registration statement including the Prospectus which has been updated to include the April 30, 2006 quarterly unaudited financial statements and MD&A section for the quarter ended April 30, 2006. The Registrant will file a request for acceleration of its effective date later this week. Please let us know if you have any questions or comments regarding the Registrant's Second Amendment to its SB-2 Registration Statement. Very truly yours, weintraub genshlea chediak LAW CORPORATION Roger D. Linn RDL/dmg Enclosures