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))

<PAGE>

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
<PAGE>

                                   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
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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