NewGen Technologies, Inc. (NWGN)

[DHANA]

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Tuesday, July 27 2010 3:23 PM, EST RETROSPETTIVA INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers Edgar Online    "Glimpses "
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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers

On July 22, 2010 , the Registrant elected two additional directors to its Board of Directors:

(1) Jovan Keeman has been employed for over five years by New World Apparel, Inc. , a privately-held apparel manufacturer. He is the brother-in-law of Boro Vukadinovic , our Chief Executive Officer and a director;

(2) Gary A. Agron has been engaged in the private practice of law in Denver, Colorado since 1969. He earned a JD degree from the University of Colorado School of Law .

Item 9.01 Exhibits (d) Exhibits 10.1 Agreement And Plan Of Merger By And Among NewGen BioPharma Corporation, Retrospettiva, Inc. And Retrospettiva Acquisitions, Inc.

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