SecProbe.io

Mail Stop 3651

November 4, 2005

Via U.S. Mail and Facsimile

Scott Dockter
Chief Executive Officer
NewGold, Inc.
P.O. Box 1626
Shingle Springs, CA 95682

RE: NewGold, Inc.
   Form 10-KSB for the Fiscal Year Ended January 31, 2005
File No. 000-20722

Dear Mr. Dockter:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Scott Dockter
NewGold, Inc.
November 4, 2005
Page 2

Form 10-KSB for the Fiscal Year Ended January 31, 2005

Item 6. Management’s Discussion and Analysis or Plan of Operation

Liquidity and Capital Resource, page 18

1. We note in your last paragraph within this section that “to date, Newgold’s
President has paid substan tially all of your expenses since restarting business in
February 2003.”  Please confirm that all expense incurred by Newgold’s President
on your behalf have been included in your  financial statements.  If not, please
revise to reflect such expenses with a corresponding credit to capital contribution
(additional paid-in-capital) in  your financial statements.  In this regard, we note
from the disclosure in Item 11 - page  31, that Messr. Dockter is a principal
shareholder with a 13.5% bene ficial ownership in the company.     Refer to the
guidance in Topic 5T of the Staff Acc ounting Bulletins (or SAB 79), accordingly.

Index to Financial Statements

Consolidated Financial Statements

2. From the guidance in paragraph 8(b) of SFAS 7, a company is in the development
stage if “planned principal operations have commenced but there has been no
significant revenue therefrom.”  Therefore, as your financial statements reflect no
revenues being generated, you are consid ered a development stage company.
Please revise your consolidated financial statements to provide the additional
information required by paragraph 11 and 12 of SFAS No. 7.  In addition, the
auditor’s report should report on the cu mulative information and identify the
company as a development stage enterp rise.  Please revise accordingly.

Note 3.  Summary of Significant Accounting Policies

Deferred Reclamation Costs, page F-9
Reclamation Costs, F-10

3. We note your disclosure were you state that “the reclamation cost will be
allocated to expense over the life of the rela ted assets.”  Please tell us and disclose
the method used by you to amortize the assets retirement cost associated with your reclamation obligations.  If you do not use the units-of-production method
based on estimated proven and probable ore re serves, please explain to us in detail
why your method is preferable, suppor ted with the associated accounting
literature.  We also note that you disclo se your accounting policy prior to adoption
of SFAS No. 143 and your amended Form 10- K for the fiscal year ended January
31, 2004 does not include the disclosure re quirements in paragraph 26 of SFAS
No. 143, upon your initial adoption of SFAS No .143.  In this regard, please tell us

Scott Dockter
NewGold, Inc.
November 4, 2005
Page 3

the date that SFAS No. 143 was adopted  by you.  Additionally, provide us with
and include the disclosure requirements in  paragraph 26 of SFAS No. 143.  Also
tell us where you included the cumulative effects of initially applying SFAS No.
143 in your statement of operations for th e fiscal year ended January 31, 2003 and
confirm that you complied with the guidan ce in paragraph 25 and 26 of SFAS No.
143 in determining your financial statem ent effects upon your initial adoption of
SFAS No. 143.

Note 7. Commitments and Contingencies

Litigation, page F-16

4. We note from your disclosure that th e company is currently “negotiating a
settlement with Mr. Wong.”  To the extent  that you are exposed to material losses
in excess of the amounts for which accruals  have been established, please revise
the notes to your financial statements to include a discussion of the pending
matters and the potential range of losses  to which you are exposed in connection
with this matter.  Refer to the guidance outlined in paragraphs 9 and 10 of SFAS
No. 5 and SAB Topic 5: Y, Question 2.  If no estimate of these amounts can be
made, please explain why and state this in your revised disclosure .  Also, disclose
the amounts of any accruals that have been established as required by paragraph 9
of SFAS No.5.

 As appropriate, please amend your filing and respond to these comments within
20 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Scott Dockter
NewGold, Inc.
November 4, 2005
Page 4

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jeff Jaramillo at (202 ) 551-3212 or Joe Foti, Senior Assistant
Chief Accountant, at (202) 551-3816 if you have questions regarding comments on the financial statements and related matters.  Pl ease contact Max Webb, A ssistant Director, at
(202) 551-3755 with any other questions.

       S i n c e r e l y ,

       J o e  F o t i
       Senior Assistant Chief Accountant

Via facsimile: James Kluber, Chief Financial Officer