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): February 1015, 2017

~~_______________________~~NEWGEN BIOPHARMA CORP.

~~NEWGEN BIOPHARMA CORP.~~ (Exact Name of Registrant as Specified in its Charter)

_______________________

Nevada		000-1537274		81-5332421
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


506 2^nd Avenue, Suite 1400, Seattle, WA		98104
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 855-624-4793

Former Name or Former Address, if Changed Since Last Report:

~~3221 Dominquez Avenue, Quezon City, Philippines~~N/A

_______________________

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))

SECTION 54 – ~~CORPORATE~~MATTERS ~~GOVERNANCE~~RELATED TO ACCOUNTANTS AND ~~MANAGEMENT~~FINANCIAL STATEMENTS

Item 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Adoption~~(a) Resignation of ~~2017~~Independent ~~Equity~~Certifying ~~Incentive Plan~~Accountant

OnEffective February 1015, 2017, ~~stockholders~~KLJ of& ~~NewGen BioPharma Corp.~~Associates, aLLP ~~Nevada corporation~~ (~~the~~ “~~Company~~KLJ”) ~~holding~~resigned aas ~~majority of~~ the ~~outstanding~~independent ~~shares~~registered ofpublic ~~common~~accounting ~~stock~~firm of ~~the~~NewGen ~~Company~~BioPharma ~~delivered~~Corp., ana ~~executed~~Nevada ~~written~~corporation ~~consent approving the adoption of the 2017 Equity Incentive Plan of the Company~~ (the “~~Plan~~Company”). ~~The Board of Directors (the “Board”) of the Company subsequently adopted the Plan and reserved the number of shares of the Company~~KLJ’s ~~common~~resignation ~~stock~~was ~~equal~~not ~~to eleven percent (11%) of~~ the ~~number~~result of ~~outstanding~~any ~~shares~~disagreement ofbetween the Company’s ~~common stock for issuance thereunder to the Company’s employees, officers, directors, consultants~~ and ~~advisers.~~KLJ Ason ~~such,~~matters soof ~~long~~accounting asprinciples ~~the~~or ~~Plan is in effect~~practices, ~~the~~financial ~~number~~statement ofdisclosure ~~shares~~or ~~available~~auditing ~~for~~scope ~~issuance~~or ~~under~~procedures. ~~the~~The ~~Plan~~resignation ~~will increase any time additional shares~~ of ~~the~~KLJ ~~Company’s~~as ~~common~~our ~~stock~~independent ~~are~~registered ~~issued.~~public ~~Pursuant~~accounting tofirm ~~the~~was ~~approval~~accepted ~~of the Board~~ and ~~such~~approved ~~majority~~by ~~stockholders,~~our ~~the~~Board ~~adoption~~ of ~~the~~Directors ~~Plan~~by ~~became~~written ~~effective~~consent on February 1016, 2017.

~~For~~The areports ~~detailed~~of ~~description~~KLJ ofregarding the ~~terms~~Company’s ~~and~~financial ~~conditions~~statements offor the ~~Plan~~fiscal years ended October 31, ~~see~~2016 ~~“STOCKHOLDERS’~~and ~~ACTION~~2015 ~~NO.~~did 1not –contain ~~APPROVAL~~any OFadverse ~~THE~~opinion ~~2017~~or ~~EQUITY~~disclaimer ~~INCENTIVE~~of ~~PLAN”~~opinion, inand ~~the~~were ~~Information~~not ~~Statement~~qualified ~~attached~~or ~~hereto~~modified as ~~Exhibit~~to ~~99.1.~~uncertainty, ~~The~~audit ~~description~~scope ofor accounting principles, except that KLJ’s audit report on the ~~Plan~~Company’s ~~contained~~financial instatements for the ~~Information~~fiscal ~~Statement~~years isended ~~qualified~~October in31, ~~its~~2016 ~~entirety~~and by2015 ~~reference~~contained toan ~~the~~explanatory ~~Plan,~~paragraph ~~which~~noting isthere ~~attached~~was ~~hereto~~substantial asdoubt ~~Exhibit~~about ~~10.1~~the ~~and~~Company’s ~~incorporated~~ability ~~herein~~to bycontinue ~~reference~~as a going concern.

~~SECTION~~During 8the –years ~~OTHER~~ended ~~EVENTS~~October 31, 2016 and 2015, and during the period from November 1, 2016 to February 15, 2017, the date of KLJ’s resignation, (i) there were no disagreements with KLJ on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KLJ, would have caused KLJ to make reference to such disagreement in its reports; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

~~Item~~The 8Company has provided KLJ with a copy of the foregoing disclosures and requested that KLJ furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements.01 ~~Other~~A ~~Events~~copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

On(b) ~~February~~Engagement ~~13, 2017, the Company mailed the Information Statement to its stockholders regarding the adoption~~ of ~~the~~Independent ~~Plan.~~Certifying Accountant

~~SECTION~~On 9February –16, ~~FINANCIAL~~2017, ~~STATEMENTS~~our ~~AND~~Board ~~EXHIBITS~~of Directors engaged Michael T. Studer CPA P.C. (“MTS”) as the independent registered public accounting firm to review the Company’s financial statements for the fiscal quarter ending January 31, 2017.

During each of the Company’s two most recent fiscal years and through the interim periods preceding the engagement of MTS, the Company (a) has not engaged MTS as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) has not consulted with MTS regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by MTS concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K, relating to the Company.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
10.1		2017 Equity Incentive Plan of NewGen BioPharma Corp.
16.1		Letter of KLJ & Associates, LLP.
99.1		Information Statement of NewGen BioPharma Corp. dated February 13, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NewGen BioPharma Corp., a Nevada Corporation
Dated: February 14, 2017	By:	/s/ Bradford Long
Dated: February 17, 2017	By:	/s/ Bradford Long
		Bradford Long
		Bradford Long President
		President

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