NewGen BioPharma Corp. (NEWG)

[Big Brother]

NewGen entered into a merger agreement with RTRO 6 years ago and the deal was terminated at closing, so it wouldn't surprise me to see it happen again.

Item 1.01 Entry Into a Material Definitive Agreement

On July 22, 2010, the Registrant entered into an Agreement and Plan of Merger by and among NewGen BioPharma Corporation (“NewGen”), Retrospettiva, Inc. (“Retro”) And Retrospettiva Acquisitions, Inc. (“RAI”). Under the terms of the Agreement, NewGen will merge with and into RAI, which is a wholly-owned subsidiary of Retro. Following the merger, the completion of which is subject to a number of contractual closing conditions, NewGen will be a wholly-owned subsidiary of Retro.

NewGen is a start-up, early stage biopharmaceutical company that plans to develop and market therapeutic products that will generally be reformulations of existing active pharmaceutical ingredients. NewGen has no significant assets or liabilities at this time and currently is negotiating with a third party to acquire the technology platform that will form the foundation of its proposed business operations. There is no assurance that NewGen will be able to complete the acquisition of these technology assets.

On July 22, 2010, the Company entered into an Agreement and Plan of Merger with NewGen BioPharma Corporation (“NewGen”). NewGen is a start-up, early stage biopharmaceutical company that plans to develop and market therapeutic products that will generally be reformulations of existing active pharmaceutical ingredients. Completion of the transaction contemplated by the Agreement was subject to a number of contractual closing conditions. Those conditions were not satisfied and the Agreement was terminated.