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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             ----------------------

                                   FORM 10-KSB

         [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934

                      For the year ended December 31, 2000

         [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                For the transition period from ______ to _______

                         Commission file number 0-24623

                          New Generation Holdings, Inc.
                    (formerly, New Generation Plastic, Inc.)
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                            13-4056896
      -------------------------------     ----------------------------
      (State or other jurisdiction of     (IRS employer identification
               incorporation)                             no.)

        400 West Broadway, 6th Floor; New York, New York          10012
      ----------------------------------------------------     ----------
            Address of principal executive offices)            (Zip Code)

                    Issuer's telephone number: (212) 937-5054

      Securities registered pursuant to Section 12(b) of the Exchange Act:

          Title of each class         Name of each exchange on which registered

                  None                                  None
          -------------------         -----------------------------------------

              Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.001 per share

                     ---------------------------------------

         Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   [X] Yes [ ] No

         Check if there is no disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

         The issuer's revenues for its most recent fiscal year were $0.

         The aggregate value of the common stock of the Company held by
non-affiliates is $39,103,731 based on the price at which the freely tradable
common stock was sold on December 29, 2000.

         Transitional Small Business Disclosure Format YES [ ] NO [X]
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PART I

FORWARD-LOOKING STATEMENTS

         When used in this Form 10-KSB, in filings by the Company with the
Securities and Exchange Commission (the "SEC"), in the Company's press
releases or other public or stockholder communications, or in oral statements
made with the approval of an authorized executive officer of the Company, the
words or phrases "would be," "will allow," "intends to," "will likely
result," "are expected to," "will continue," "is anticipated," "estimate,"
"project," or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995.

         The Company cautions readers not to place undue reliance on any
forward looking statements, which speak only as of the date made, are based
on certain assumptions and expectations which may or may not be valid or
actually occur, and which involve various risks and uncertainties. The
Company's actual results for future periods could differ materially from
those anticipated or projected.

         Unless otherwise required by applicable law, the Company does not
undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences, developments,
unanticipated events or circumstances after the date of such statement.

ITEM 1. DESCRIPTION OF BUSINESS.

         New Generation Holdings, Inc. ("We," "Us" or the "Company") was
incorporated in the State of Delaware on April 15, 1999. We have three
business focuses: (a) the expansion and operation of Minerva Softcare NV, (b)
the continued commercialization of our patented plastic technology and (c)
the maintenance of the technology, Internet, mobile and entertainment
("TIME") investments we made in development and acceleration (D&A) companies
during 2000.

         In two separate transactions completed on December 29, 2000 (for
25%) and February 28, 2001 (for 75%), respectively, we acquired all of the
outstanding shares of Minerva. Minerva is a Belgian company we identified in
our focus on TIME investments. It is engaged in the business of software
development and providing software solutions. Minerva's products have enabled
it to evolve from pure product development and selling, to solution provision
and technical consulting. Minerva specializes in developing and marketing
data warehousing, life cycle management and data modeling platforms and
solutions.

Reorganization

         On May 17, 2000, the stockholders approved a reorganization that
involved the creation of a holding company structure. As part of the
reorganization we changed our name from "New Generation Plastic, Inc." to
"New Generation Holdings, Inc." and formed two (2) new wholly owned
subsidiaries. The first, New Generation Partners, Inc., in the State of
Delaware, was formed to allow us to more effectively pursue our D&A business.
In light of the opportunities presented by the acquisition of Minerva, New
Generation Partners is now primarily focusing on the expansion and operation
of Minerva. In addition, we transferred all of our assets and liabilities
relating to our plastic business to the second newly formed wholly-owned
Delaware subsidiary, NG Plastic, Inc., and its name was changed to "New
Generation Plastic, Inc." New Generation Plastic is now actively engaged in
pursuing commercial applications for our patented plastic processing
technology.

                                  -2-

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MINERVA SOFTCARE NV BUSINESS


         Minerva Softcare N.V., founded in Belgium in 1993, is an integrated
technology infrastructure solutions provider that has a portfolio of software
products in data extraction, modeling and lifecycle management. Minerva's
proprietary "Meta" group of products has enabled it to evolve from a pure
product distribution business to a full service solution provider that offers
consulting services. As part of its enhanced marketing plan, Minerva will
soon begin selling the "Meta" group of products under its own name to help
differentiate them from the products of competitors and build the "Minerva"
brand.

         Minerva currently markets its own proprietary software products and
services in the following areas:

         a.       MinervaTransfer (now marketed as MetaSuite): Data extraction,
                  transformation and Loading (ETL) that are key processes in
                  building data marts and warehouses;

         b.       MinervaChange (now marketed as MetaChange): Lifecycle
                  management, manages and controls software and development
                  projects with an object based architecture leveraging the
                  power of the latest Internet technology; and,

         c.       MinervaFrame (now marketed as MetaFrame): A framework to
                  design, develop and deploy rapidly application service
                  provider (ASP) ready applications; and,

         d.       MinervaDBA (now marketed as MetaDBA): Data Modeling and CASE
                  tools using structured analysis techniques.

         e.       Vantage Team: Integrated model driven development environment
                  for building and maintaining enterprise client server systems.


         Through this combination of software, Minerva offers an integrated
back-office toolkit for the development, implementation, maintenance and
support of corporate intellectual technology infrastructures, with the
provision of technical consulting support at all stages of the product life
cycle.

         In addition to Minerva's own product portfolio, it also markets and
sells third-party software when such software offers additional solutions for
Minerva's customers. In this way, Minerva complements its own product and
service offering with the products of other providers to ensure the best
possible infrastructure solution to its customers.

                                      -3-

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         Minerva's Goals

         We aim to effectively leverage the depth, experience and energy of
our management team and partnership network to enable Minerva to achieve the
following goals:

         a.       Initially grow organically by leveraging Minerva's expertise
                  in the infrastructure software market and exploiting Minerva's
                  existing customer base in the European countries;

         b.       To transform the existing ad hoc international sales into
                  targeted growth sales through the implementation of local
                  professional sales organizations in Germany, France and UK,
                  enabling Minerva to effectively compete for the business of
                  multinational corporations;

         c.       To develop and expand the product development center of
                  expertise in Belgium; and

         d.       Through partnerships and acquisition to become a global
                  infrastructure software leader with excellence in developing
                  and deploying software tools for software developers.


         Strategic Plan

         We have developed a strategic plan to grow Minerva over the next
five years. The plan will strive for the global growth of Minerva by means of:

         a.       strategic mergers & acquisitions, partnerships and alliances;

         b.       developing Minerva's human resources, sales, marketing and
                  public relations programs;

         c.       continuing investment in research and development ("R&D") on
                  new infrastructure software; and,

         d.       rigorously monitoring key performance indicators of Minerva's
                  progress.


         We believe that the basis for Minerva's growth lies in its key
underlying values of customer care and satisfaction, which will form the
cornerstone of its marketing, organizational development and commercial
operations. This approach is referred to as the Minerva Customer Softcare
Approach.


                                      -4-
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         Change Management and Data Warehousing Software Markets

         Change Management Software is generally referred to as Software
Configuration Management tools (SCMs). SCMs not only control processes of
application development and deployment, but also have become increasingly
more sophisticated to incorporate process management and change request
tracking. Additionally, most SCM vendors are now positioning their products
for Web-content management.

         SCM products are development tools used primarily by application
developers. The market can be subdivided as follows:

         a.       Technical or Information Systems - software development,
                  quality assurance and version control.

         b.       Process-based SCM - extending beyond traditional SCM tools to
                  provide organization and control of processes and procedures
                  used in software development and deployment, as well as
                  software version control.

         The SCM market worldwide in 1999 grew 24.6%, increasing from $592
million to $738 million in worldwide revenue. The 32-bit Windows operating
environment accounted for most SCM revenue in 1999, with a 42.8% share. Unix
made up 26.7% and the mainframe environment accounted for 25.6%.

         We believe Data Warehouses will become the hub technology for
extensive information distribution systems. The following are some
third-party forecast highlights:

         a.       15% of businesses will use data warehousing and analysis
                  application service providers by 2005. (Source: Gartner Group,
                  July 2000.)

         b.       $20 billion in worldwide revenues generated from CRM data
                  warehousing software and services by 2004. (Source: Gartner
                  Group, July 2000.)

         c.       85% increase in expenditures for business intelligence and
                  data warehousing (BI/DW) applications in Europe over the next
                  three years. (Source: Survey.com, Aug 2000)

         d.       4-5x growth in BI/DW applications in Europe by 2002. (Source:
                  Survey.com, Aug 2000)


                                      -5-

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         e.       User expenditures for BI solutions to grow 51% AAGR over next
                  5 years to $113 billion.

         f.       Average database size to increase by a factor of 24 over the
                  next 3 years.

         g.       Average number of users to grow by a factor of 42 over the
                  next 3 years.


Competition

         The following companies are significant participants in the SCM
market.

         Rational Software

         Rational was the market leader in 1999 with $195 million worldwide
revenue. It is focusing on providing one-stop shopping for developers of
e-business applications. Their two flagship products are ClearCase and
ClearQuest. Rational has worked extensively in partnership with IBM and Rational
products are part of the SCM strategy for IBM customers.

         Computer Associates (CA)

         CA was the revenue leader in 1999 in the mainframe-centric segment of
the SCM market with its Endevor product. CA also acquired Platinum Technologies
with its CCC/Harvest products.

         Merant

         Merant's PVCS product had $100 million of sales revenues in 1999 or
13.5% market share.

         Serena

         Serena's SCM revenue was $68 million in 1999 or 9.2% market share.
Serena is the main competitor for CA in the mainframe arena, but is also
concentrating on the distributed software and client/server market.

         We believe that the clear trend from all the major vendors is their
target on the e-business market, as they are all shifting emphasis to
developing tools for this arena.

         Our Data Warehousing Competitors

         ETI (Evolutionary Technologies International)

         ETI is a major player in the mainframe ETL market, enjoying strategic
partnerships with IBM, NCR and SAP. Additionally, ETI is active in the mid-range
Unix arena and PC network systems. The flagship product is the ETL product,
ETI.EXTRACT Toolkit.



                                      -6-
<PAGE>

         Informatica

         Informatica is an ETL solutions provider that has its main market
focus in the mid-range Unix market. Informatica also provides eBusiness
analytic software that enables companies to interrogate the database, and
hence is active in both the front and back office. Informatica has been
ranked as North America's fastest growing technology company, having achieved
10,491% revenue growth from 1995-1999. (Source: Deloitte & Touche, November
2000).

              Sources and Availability of Equipment/Raw Materials

         Minerva uses standard computer hardware and software as equipment.
All these systems are readily available and maintained with the necessary
upgrades when required.

              Research and Development

         Minerva's research and development activities are based on providing
functionality with new technology to ensure all products will run on all
platforms. This new scaleable development framework is defined on Java2
components exchanging XML messages over the HTTP Internet protocol. With this
technology, users will be able to use Minerva's applications at any place in
the world, at any time using any computing platform, making people even more
reactive to business changes. Minerva's applications have imbedded change
management functions using the same technology to make sure that all business
changes are being securely stored and controlled. To achieve its development
goals Minerva's R&D budget is $1,828,000 for 2001. Minerva spent $726,429 in
2000 on R&D.

              Employees

         Minerva currently has 45 employees. We expect the number to increase
over the next year as we build a stronger sales and marketing force across
Europe together with the necessary professional services support staff in
each territory.

              Patents and Trademarks

         Minerva has initiated applications world-wide for trademarks for
each of its "Minerva" products.

PLASTIC BUSINESS

         Our plastic blending technology enables the production of
homogeneous, commercially usable polymers from a varied stream of otherwise
immiscible waste plastic or virgin feedstock. To date we have not generated
any revenue from our technology and have devoted our efforts to developing
the technology to a commercially viable stage. We believe that our technology
is unique in its ability to combine mixed plastic, including blending
different polymers which are normally incompatible, into homogenous compounds
(the "NGP Compounds") through a mechanical process. The NGP Compounds are
created without the use of costly additives, known as compatibilizers, which
link non-compatible resins. We believe that NGP Compounds can be customized
to meet desired physical specifications. Moreover, our technology can utilize
consumer and industrial plastic waste, as well as virgin materials.
Accordingly, we believe that our technology provides a solution for the
processing of mixed plastic waste. Therefore, we expect that initial
commercialization efforts will be focused on the recycling market, and more
specifically computer and telecommunications scrap.

                                     -7-
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         We are presently negotiating with potential industrial partners to
establish joint venture(s) to build and operate plants for the processing of
computer and telecommunications equipment scrap in Europe. We hope that we
will enter into an agreement with a venture partner in the second quarter of
2001.

         The core component of our technology is an integrated ultra high
shearing chamber that creates in situ compatibilization of otherwise
non-compatible resins and deeply microhomogenizes different polymers into a
continuous amalgam. The chamber is a cylindrical structure within which a
rotor with impellers turns at very high speed (peripheral tip speed ranges
between 40 and 65 m/sec during final processing). The speed and timing of the
motor is programmed according to the materials being processed and the nature
of the compounds to be created. The mixed plastic, as a result of the
friction between the plastic particles, rotor blades and chamber wall, are
melted into a homogeneous blend. A sharp increase of the torque indicates
that the molten mixture has reached the predetermined "gelification" level
and is ready to be discharged from the chamber.

         All processing steps are computer controlled by software. Parameters
for programming include temperature, rotor speed, torque variation and time.
Depending on the type of mixture processed, the cycle time should last
between 20 and 60 seconds and temperatures of the expulsed hot compound melt
range between 180(Degree)C and 280(Degree)C.

         We believe that the finished product is significantly more
processable than otherwise compatibilized or compacted mixed plastic and
offers economic advantages over current plastic recycling. For example, the
finished product is normally pelletized allowing it to be used in
conventional plastic injection and extrusion equipment.

         We are currently operating a bench top prototype with a capacity of
approximately 30 kg/hour, have finalized the plans for the creation of a 150
kg/hour pilot unit and have plans for a full commercial size unit with a
capacity of 1,000 kg/hour (the "NGP Unit"). Our technology is protected by
patents that are issued or pending in 62 jurisdictions worldwide.

         We estimate that Newplast, NV and its affiliates (together,
"Newplast"), the prior owner of our technology, spent in excess of
$12,000,000 from 1991 to 1996 in their effort to develop our technology.
Seven prototypes were produced and tested, with the last and largest unit
having a standard capacity of 350kg/hour. Newplast was forced into
liquidation by their creditors in 1996. In 1998, Bachkine & Meyer Industries,
S.A. bought the patent rights covering the plastic blending technology for
approximately $550,000 from a secured creditor and hired Bernard Dubrulle
d'Ohrcel, the chief engineer in charge of the development of the prototypes
for Newplast.

         The thermoplastic end product created by our technology from mixed
plastic waste is expected when produced on a commercial scale to have
physical and chemical properties that are comparable to certain virgin
resins. In our opinion, current recycled mixed plastic products have poor
physical and chemical properties that have limited their commercial
acceptance. We expect that commercial users of our technology will be able to
produce a series of NGP Compounds with specified characteristics by
controlling the mix of the recycled plastic feedstock without the use of

                                      -8-
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compatibilizers. Additionally, NGP Compounds can be created from mixed virgin
resins that are currently immiscible.

         Historically, virgin resins were not mixed due to the costs of
chemical processes, limited miscibility of polymers and limited markets due
to higher end product costs. However, over the past 10 years, polymer blends
have garnered as much as a 30% market share of polymer consumption. We
believe that our technology is well suited for the development of additional
polymer blends and may offer an economical process for recycling those
blended products. NGP Compounds can be pelletized and easily used in standard
plastic manufacturing techniques, such as injection, extrusion,
extrusion/calendar, blow molding and compression molding. These pellets can
then be used in a range of applications such as building materials, highway
construction and sign posts, agriculture, transportation, household products,
office equipment, consumer electronics, etc. The raw material costs of NGP
Compounds utilizing plastic waste should be approximately half of the cost of
using commodity virgin resins (depending on geographic variables such as
electric and labor costs, percentage content/volume/costs of the plastic
waste stream and the specific resin the NGP Compounds are being compared to).

         Our Technology - Recycling Application

         For a plastic recycling application, our technology must be
integrated into a three zone system. Generally, a 25,000 square foot facility
is necessary for operations. The activities within each zone are as follows:

Zone One - Cleaning and Size Reduction. Within the first zone, waste plastic
materials are shred, separated, washed, dried and ground to specification for
the process feedstock. Material is then conveyed to silos for composition
analysis and short-term storage. If necessary, the mixture can be
supplemented with mono-materials and/or additives for specific
applications/technical specifications.

Zone Two - NGP Unit. Within the second zone, material is transported into the
ultra high shearing processing chamber. Depending on the type of mixture
processed, the cycle time should last between 35 and 120 seconds. Peripheral
tip speed ranges between 40 to 65 m/sec and temperatures of the expulsed hot
compound melt ranges between 180(Degree)C and 280(Degree)C during final
processing. The Company believes that within 20 - 60 seconds a phase change
occurs, causing molecular grafting or linking (re-arranging of the various
polymers) of various polymer chains, creating a homogeneous amalgam. The
amalgam is then extracted by centrifugal force from the inner chamber and is
forced into the reception area of a specially designed first phase extruder
for temperature control and extrusion. At the end of the first stage extruder
is a special filtration unit combined with an extrusion die designed to
discharge the hot melt in a spaghetti-like state into the degassing chamber.
The filtered and degassed hot melt is then introduced to the mouth of the
second stage extruder for pelletization or direct extrusion/compression of
end products.

Zone Three - Packaging. Within the third zone, the pellets are conditioned
and transferred into 25 kg or larger containers to be shipped to production
equipment either on site or at an off-site manufacturing facility.

         For the waste management market, our technology requires a feedstock
or raw material which has been collected, transported and sorted with a
maximum 30% non-plastic content (water, paper, dirt, glass, metal, etc.). The
mixed plastics are typically generated from the collection of municipal solid
waste,


                                      -9-
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industrial (computer, electronics, automotive) waste and agricultural (film,
packaging, etc.) waste.

         The integrated NGP Unit located within Zone Two can be sold to
customers that already have cleaning and packaging equipment or customers
that will not be using dirty plastic waste.

         Competition

         We believe that current plastic or rubber processing equipment
manufacturers could compete with us through the use of new or existing
technology. There are more established and better funded waste processing
equipment companies that currently manufacture waste processing equipment
that will compete with equipment utilizing our technology. We anticipate,
however, that one or more of those companies may be the exclusive or
nonexclusive manufacturers for our NGP Units.

         While there are numerous companies involved in plastic recycling,
most of these firms are focused on collection and processing rather than
technology development.

         With regard to the mechanical recycling of mixed plastic there are
several techniques currently being utilized by companies in the recycling
industry, including:

         Intrusion - This technique involves the use of a specially designed
         extruder, in which, the low melting point polymers melt from the main
         body of material as they are extruded through round or square profiles.
         The unmelted polymer flakes are used as filler. This technique involves
         some pre-sorting, but the commercial use of the end product is limited
         due to physical and chemical characteristics. Companies that utilize
         this process include ART (Belgium), Remaplan (Germany), Testa (France)
         and Hammer Plastic (United States).

         Cyrogenefication (micronisation) - This process utilizes very low
         temperatures to create the micronisation of the feedstock into a fine
         powder. The fine powder is then extruded with standard plastic
         processing equipment. The resulting end product has better surface
         aspects and a more homogeneous core than the end products from
         intrusion. The powder can also be transformed into end products by
         compression molding and be used as filler with a skin made of virgin
         polymers. The mechanical properties of the end product utilizing this
         technique are generally poor, though better than intrusion. This
         process is also costly.

         There has been recent development work of other chemical processes
in Germany and France on the treatment of plastic waste, but costs associated
with these processes significantly limit market applications. Additionally,
the costs of incineration and landfill disposal (the largest waste management
use for plastic waste) are high and will continue to meet public resistance.
New waste management processes such as thermolization and pyrolization that
are attempting to take market share away from incineration (providing no
toxic gas emissions) are costly which has limited their market appeal.
Pyrolisis has been developed by large chemical companies to take polymers
back to their original state via high temperature and high pressure causing
the materials to convert to the state of synthetic oil; however, this
technique is extremely costly (the end product costs between 6 to 10 times
more than the price of crude oil).

                                      -10-
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         Sources and Availability of Equipment/Raw Materials

         We believe that the reclaimed plastic waste utilized as a raw
material in our technology is readily available worldwide at little or no
cost. In some circumstances, we believe that we may receive payments, in the
form of "tipping fees" to receive the plastic waste materials we utilize.

         Most of the equipment that makes up the NGP Unit is available from
various manufacturers worldwide. The processing chamber is a unique design,
but we believe that it can be manufactured by any of a number of the major
plastic machinery manufacturers.

         Patents and Trademarks

         Our plastic blending technology currently utilizes our three related
U.S. Patents, Number 5,891,955 issued on April 6, 1999, Number 5,945,479,
issued on August 31, 1999 and Number 6,107,400, issued on August 22, 2000,
entitled Process for Transforming a Starting Material Containing At Least Two
Different Thermoplastic Materials Into A New Homogenous Thermoplastic
Material. These patents have been filed or are pending in 62 jurisdictions
worldwide. The European Patent No. 92907183.5-2307 issued on September 16,
1998 was opposed by Solvay, SA. In a hearing on February 8, 2001, the
European Patent Office upheld the European Patent limiting it to recycling
applications. We intend to appeal this decision. We, however, still have
separate patents issued in each of the individual European countries that do
not have the recycling applications limitation.

         We have the following two (2) trademarks registered and one pending
registration with the United States Patent and Trademark Office:

         a.       Mark:             New Generation Plastic
                  App. No.:         75/628132
                  App. Date:        January 27, 1999
                  Status:           Granted

         b.       Mark:             NewGen Plastic
                  App. No.:         75/628971
                  App. Date:        January 27, 1999
                  Status:           Granted

         [c.      Mark:             NGP
                  App. No.:         75/627,960
                  App. Date:        January 27, 1999
                  Status:           Pending

         Each trademark covers the following goods and services: (a)
Machinery for the Production of Plastic Material, (b) Computer Software Used
for the Production of Plastic Material, (c) Plastic Material Used for
Manufacturing and (d) Manufacture of Plastic Products for Others, Recycling
of Mixed Waste Plastic Products for Others.



                                      -11-
<PAGE>

         Research and Development

         We have been engaged in internal and external research and
development efforts aimed at bringing our technology to a commercially viable
stage. A research agreement was entered into with an independent polymer
research and testing organization called Pole Europeen de Plasturgie ("PEP")
located in Oyonnax, France to further analyze our technology and the NGP
Compounds it produces. In addition, some of the materials produced by our
bench top prototype were tested by Polymer Diagnostics, Inc. ("PDI") an
independent testing group based in Lake Avon, Ohio. PEP and PDI were
commissioned to accelerate the development and commercialization of our
technology. Their objectives were to: 1) show the improved technology
performance relative to conventional blending equipment, 2) show the
commercial potential by processing several readily available mixed plastic
waste streams and some innovative blends from virgin materials, and 3) gain
process understanding to predict material properties and develop quality
control software in commercial machines. In 2000, we spent $252,342 on
research and development, both internally and with PEP and PDI.

         In view of our desire to seek a commercial rather than academic
course for our plastic process, the research agreement with PEP was
terminated and further testing at PDI was discontinued. New Generation
Plastic has continued internal development efforts focused on the commercial
processing of computer and telecommunications plastic scrap. This segment was
identified because certain European industrial concerns have sought our
assistance with solutions for the high cost of recycling and disposing of
this waste. Preliminary runs of plastic computer scrap produced by our bench
top prototype in small batches have been successfully run through the
manufacturing equipment of a major plastic product manufacturer that has
indicated that it would accept our processed computer scrap output if it was
available in sufficient quantities.

          Number of Employees

         We have no employees as of the date hereof directly engaged in the
plastic business, however, we do use the services of independent consultants.
We expect that, as joint ventures are established to exploit the NGP
technology, we may hire employees to meet the requirements of such business
plans.

D&A BUSINESS

         We formed New Generation Partners, Inc., a wholly-owned Delaware
subsidiary in February of 2000 for the purpose of establishing an Internet
Development & Acceleration (D&A) Network throughout Europe. The focus of the
D&A network was broadened to include interest in technology, Internet, mobile
and entertainment ("TIME") sectors. During the course of the year we invested
a total of $976,629 in five (5) ventures within these sectors. We also
entered into collaborative partnerships with Resco, AB and eMarketer, Inc. to
provide more depth to the range of services that we could provide. Resco is a
publicly held Swedish Technology company with over 580 professionals. Resco
provides us with expert technology due diligence, investment oversight
services, and a strong technology base. Resco acts as New Generation
Partners' Chief Technology Officer. eMarketer is a US new media publisher and
information aggregator and a world-wide authority on business online.
eMarketer is a source of significant real time in-house research and market
trend data. We also entered into a partnership with Double Impact, Inc., a
California based venture accelerator that was unsuccessful and was terminated
in October of 2000 (See Part III, Item 12 Certain Relationships and Related
Transactions, below, for more information).

         In view of various factors, including the current market conditions
for TIME ventures and our recent acquisition of Minerva, we plan to curtail
our activities in the D&A business and maintain and monitor our present D&A
companies. We do not anticipate seeking additional D&A opportunities, but we
may make continuing investments in our present D&A companies. We will
maintain our partnerships with Resco and eMarketer in the context of
developing Minerva's business.

                                      -12-
<PAGE>

The TIME Markets

         The Internet has created a significant and abrupt shift in the way
in which many companies do business. The Internet provides global
connectivity and unprecedented breadth of information accessible at rapid
speed and minimal cost. This low cost interconnectivity has changed how many
companies communicate internally, transact business with vendors and
customers and compete with firms around the world. These factors coupled with
the relatively low costs associated with establishing an Internet company led
to a boom in new Internet companies, that turned into a bust in the later
part of 2000.

         Development & Acceleration Network

         Aside from Minerva, we made five investments in early stage TIME
ventures during 2000. These D&A companies are served by our personnel in
Geneva and London. The three remaining D&A companies are after the
termination of our relationship with Double Impact, Inc. and Adventagon:

WASHNET.NET - THE NETHERLANDS

         We have a 35% interest in Washnet.net. We believe Washnet.net is
positioned to be the premier commercial laundry industry portal for the
world. This B2B site will cater primarily to large commercial laundries
(servicing a range of institutions like hospitals, hotels, restaurants,
schools, etc.). The site will be a platform for e-commerce transactions,
information, employment, and communicating with other people in the industry.
The commercial laundry industry is a niche market that we believe is
currently not targeted by any existing Internet competitors.

WAPARESULT.COM - UNITED KINGDOM

         We have a 17% interest in WapaResult.com, and have the option to
make an additional investment for a larger equity interest. WAPaResult.com
offers 24 hour live sports coverage and results services, which is accessible
to the consumer via their mobile phone or personal data appliance (PDA).
Currently, it is one of the most heavily trafficked Wireless Application
Protocol (WAP) sites in the world. There are 117 million people in the
European Union with wireless phones and over 2 billion SMS text message are
being sent each month. Industry analysts predict that mobile commerce is
poised for exponential growth over the next few years. According to industry
experts, the global number of wireless data users will increase from
approximately 300 million to 1 billion by 2003. Estimates are that by the end
of 2001, 50 million of these users will own a commerce-capable wireless
phone. Currently there are over 1 million WAP enabled phones in the United
Kingdom (UK).

         WAPaResult's current goal is to concentrate its resources on
expanding and developing its core sports results content and value added
services, including mobile betting. WAPaResult's long-term goal is to ensure
that it remains the premier results service for people who need fast, up-to
date results of all types while on the move. It aims to achieve these goals
by:

   -  Forging betting alliances                   -  Expanding the revenue base

   -  Developing GPRS and 3G wireless strategies  -  Negotiating high profile
                                                     portal positioning

   -  Building robust IT                          -  Extending marketing
      infrastructure                                 effort

                                      -13-
<PAGE>



   -  Attaining further funding for future growth and development


         Since its launch in March 2000, WAPaResult has gained a user base of
over 120,000 users per month increasing by approximately 15% a month,
reaching approximately 10% of the total UK market for WAP users. WAPaResult's
users viewed over 1.2 million pages in January and the viewing rate is
growing by about 25% per month. WapaResult is presently on most of the major
UK network portals and has an agreement with BT Genie for positioning,
content and m-commerce, which will provide both increased distribution and
revenue. WapaResult is the only live sports results service to be included in
the first third generation (3G) trial with British Telecom.

TARINFO.COM - SWEDEN

         We have a 24% interest in Tarinfo. It intends to be Europe's leading
provider of tariff-related information and services on the Internet.
Tarinfo's customers are European companies working with imports and exports.
Its target customers are those with experience with electronic customs
tariffs who can serve as models and forerunners in the market.

         Tarinfo will offer the EU's common customs tariffs via the Internet,
in a version tailored to its customer's ERP systems. The company gathers
information from Swedish Customs and then develops the customized versions.
Tarinfo will also offer a web-service for advanced searches in the customs
tariffs, in order to provide decision support for the customer's commercial
process.

ADVENTAGON AB

         We also made an investment of $200,000 for 20% of the equity of
Adventagon AB (Sweden). Adventagon was attempting to develop an online
3-dimensional interactive game for the Internet whose success depended on
securing a tie-in with a television show offering a large cash prize to the
winner. It does not appear that the necessary television relationship will
ever be acquired. We, therefore, believe that our investment in Adventagon is
now effectively worthless and we have written it off as of the end of the year.

Competition

         In view of the fact that we are reducing our focus on developing
TIME companies and will no longer be seeking to invest in new ventures, we
are no longer competing for investments. The only competition in this area of
our business is now the various competitors of our D&A companies.

Employees

         Our D&A business currently has 4 employees. The services of these
employees have been largely transferred to the operation of the Minerva
Business except for time necessary to maintain contact with our remaining D&A
Companies.

                                      -14-
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTIES.

LOCATION AND DESCRIPTION OF PROPERTIES

         We have a three (3) year lease for office space at Rue des
Pierres-du Niton 17, Geneva, Switzerland. Currently, the rental is at a
monthly rate of $3,206. During 2000, we incurred $40,954 for rent of an
office in London that we occupied on a month to month basis. In early 2001,
we discontinued that tenancy and we do not expect to need any further office
space in London in the near term. The foregoing arrangements are sufficient
to conduct the day to day operations of our businesses.

ITEM 3. LEGAL PROCEEDINGS.

         Except as set forth below, we are not a party to any pending legal
proceedings and, to the best of our knowledge, no such action by or against
us has been threatened. None of our officers, directors, or beneficial owners
of 5% or more of our outstanding securities is a party to proceedings adverse
to the us nor do any of the foregoing individuals have a material interest
adverse to us.

         We were served with notice of arbitration by CB Hill & Co, Inc. seeking
         the delivery of 15,000 freely tradable shares of our common stock and
         asking for $100,000 in damages. We had entered into an investment
         banking agreement with CB Hill that involved arranging for the sale
         of outstanding shares. We will vigorously defend the arbitration
         and have filed a counterclaim. We do not expect the outcome to have a
         material adverse impact on our financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of the Company's stockholders
during the fourth quarter of fiscal 2000.


                                      -15-
<PAGE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

         Our common stock is traded on the OTC Bulletin Board under the
symbol "NGPX". The following table sets forth for the periods indicated the
high and low bid quotations for our common stock as reported on the OTC
Bulletin Board, for the period from June 11, 1999 through December 31, 2000.
These quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission, and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
           -------------------------------------- ---------- ------------
                                                     High       Low
           -------------------------------------- ---------- ------------
          <S>                                     <C>        <C>
           4th Quarter 2000, ended 12/31/00          $5.25     $2.875
           -------------------------------------- ---------- ------------
           3rd Quarter 2000, ended 9/30/00           $7.5      $5.125
           -------------------------------------- ---------- ------------
           2nd Quarter 2000, ended 6/30/00           $8.375    $6.5
           -------------------------------------- ---------- ------------
           1st Quarter 2000, ended 3/31/00           $8.375    $6.0
           -------------------------------------- ---------- ------------
           4th Quarter 1999, ended 12/31/99          $8.50     $6.25
           -------------------------------------- ---------- ------------
           3rd Quarter 1999, ended 9/30/99           $8.25     $4.125
           -------------------------------------- ---------- ------------
           6/10/99 to 6/30/99                        $8.25     $3.00
           -------------------------------------- ---------- ------------

</TABLE>

DIVIDEND POLICY

         No dividends have been paid by the Company since its inception. We do
not anticipate paying dividends on our common stock in the foreseeable future
but plan to retain earnings, if any, for the operation and expansion of our
businesses.

HOLDERS

         There were 149 stockholders of record of the Company's common stock as
of December 31, 2000.

RECENT SALES OF UNREGISTERED SECURITIES

         Except as set forth below or in our Quarterly Reports on Form 10QSB for
2000, there have been no recent sales of unregistered securities

         Issuances in consideration for services:

         a.       An affiliate of Westerman Ball Ederer & Miller LLP 13,314
                  and 9,581 shares on February 7, 2001 and April 12, 2001,
                  respectively, in consideration for legal fees per agreement.

         b.       Adam Friedman Associates LLC 9,000 and 6,750 shares on
                  December 13, 2000 and April 12, 2001, respectively, in
                  consideration of investor relations services per agreement.

         c.       Marcel Rokegem, a director of the Company received
                  50,000 restricted shares on April 7, 2001 in consideration
                  for his services in closing on the acquisition of the
                  remaining shares of Minerva (75%) on February 28, 2001.

         Acquisitive Issuances:

         a.       Icare BVBA 965,987 shares on December 29, 2000 in exchange for
                  156,250 shares of Minerva Softcare NV (representing 12.5% of
                  the then outstanding shares of Minerva) and 2,682,671 shares
                  on February 28, 2001 in exchange for 468,750 shares of Minerva
                  (representing 37.5% of the then outstanding shares of Minerva)


                                      -16-
<PAGE>

         b.       Rapide BVBA 965,987 shares on December 29, 2000 in exchange
                  for 156,250 shares of Minerva Softcare NV (representing 12.5%
                  of the then outstanding shares of Minerva) and 2,682,671
                  shares on February 28, 2001 in exchange for 468,750 shares of
                  Minerva (representing 37.5% of the then outstanding shares of
                  Minerva)

         Issuances in Satisfaction of Indebtedness:

         a.       Nasha Holdings Ltd.     380,417 shares on December 29, 2000
                  at the direction of Bachkine & Meyer Industries, SA in
                  connection with the cancellation of its shareholder loan. (See
                  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, for
                  further detail on the transaction)

         b.       NASI Intelligence SA    188,022 shares on December 29, 2000 at
                  the direction of BAMI Consulting, SA in connection with the
                  cancellation of accrued consulting fees. (See ITEM 12. CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS, below, for further
                  detail on the transaction)

         c.       Schnader Harrison Segal & Lewis LLP 43,333 shares on January
                  30, 2001 in connection with the satisfaction in full of an
                  outstanding account payable for legal fees.

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION.

         You should read the following plan of operation in conjunction with the
financial statements and notes thereto contained elsewhere in this Form 10-KSB.
The following information contains forward-looking statements that are subject
to risks and uncertainties. If one or more of these risks and uncertainties
materialize, actual results may differ from those expressed or implied by the
forward-looking statements.

OVERVIEW

         We have not yet generated any revenue. We are reorganizing our
existing D&A and plastic business and with the acquisition of Minerva
Softcare NV will direct much of our efforts in the next year to the
development and expansion of Minerva's business and initiating commercial use
of our plastic technology. Our businesses are carried out in two of our
subsidiaries formed for those purposes. We are presently a holding company
with no operations aside from the ownership of the subsidiary corporations'
stock.

MINERVA BUSINESS

         Over the course of the next twelve months, we anticipate that we will
engage in the following activities:

         1.       We expect to identify and establish marketing and distribution
         strategies to expand Minerva's business.

         2.       We anticipate hiring a permanent Controller.

         3.       We anticipate acquiring control of our independent distributor
         in Germany.


                                      -17-
<PAGE>

         4.       We expect to focus R&D on the further development of Minerva's
         life cycle management, data extraction and modeling platforms.

         5.       We intend to enhance our product offerings by providing
         enhanced compatibility with applications on all platforms, including
         "IBM Websphere" and "IBM VisualAge for Java."

         6.       We intend to seek strategic M&A, partnerships and alliances.

PLASTIC BUSINESS

         Over the course of the next twelve months, we anticipate that we will
engage in the following activities:

         1.       We intend to identify and enter into a joint venture with an
         established European industrial partner to create a full scale
         commercial recycling plant specifically for the recycling of computer
         scrap.

         2.       We expect to maintain our patent and trademark filings.

         3.       We intend to seek licensing agreements or joint ventures with
                  other industrial partners for other applications aside from
                  computer scrap.

D&A BUSINESS

         Over the course of the next twelve months, we expect to maintain
contact with our existing D&A Companies.

LIQUIDITY AND CAPITAL RESOURCES

         As of the date of this Form 10-KSB, we have yet to generate any
revenue from our business operations aside from those generated by Minerva.
Consequently, we have been dependent upon issuances of new securities and
shareholder advances to fund our cash requirements. We expect that Minerva
will continue to provide revenues, some of which may be available to our other
businesses and general corporate overhead. As of December 31, 2000, we had
assets of $4,204,130 and liabilities of $645,623.

MINERVA BUSINESS

         Minerva is an existing business and has cash reserves and cash flows
that we expect will be sufficient to fund its operations.

PLASTIC BUSINESS

         For the next twelve months, we anticipate that we will require at least
$1,000,000 in additional capital to acquire and develop a commercial plant(s) to
recycle computer scrap. We anticipate that these funds will originate either
from the proceeds of a private placement of our equity securities or from
capital invested by European industrial partners in specific joint ventures. Our
failure to obtain adequate additional financing may require us to delay, curtail
or scale back some or all of our proposed activities.


                                      -18-
<PAGE>

D&A BUSINESS

         Our D&A business remains in its initial stage of development. The D&A
business has not generated any revenues to date. In order to operate this
business in accordance with our present plan of merely maintaining contact with
and providing management support, we do not anticipate needing any further
capital in the next twelve months. If appropriate, however, we may elect to make
certain additional investments in one or more of the D&A companies. We
anticipate that in the next twelve (12) months the maximum that would have to be
raised is approximately $1,000,000. We cannot guarantee that any new capital
will be available to us or that adequate funds for such investments will be
available as or when needed, or on terms satisfactory to us. Our failure to
obtain adequate additional financing may require us to delay, curtail or scale
back some or all of our proposed investments and potentially to cease operations
in the D&A business.

HOLDING COMPANY

         Although much of the general corporate overhead will be assumed by
our subsidiary businesses, we expect that over the next twelve (12) months we
will incur approximately $650,000 of corporate overhead expenditures for
salaries, rent, insurance, and legal expenses, etc. in connection with our
status as a holding company for our businesses, including, without
limitation, management, maintenance of our securities laws registrations and
financing efforts. At present we do not have sufficient cash on hand to meet
all of these expected overhead outlays. The additional funds necessary must
be raised from other sources of equity or debt financing. We cannot guarantee
that any new capital will be available to us or that adequate funds for our
overhead will be available as or when needed, or on terms satisfactory to us.
Our failure to obtain adequate additional financing may require us to delay,
curtail or scale back some or all of our proposed operations and potentially
cause us to restructure or sell one or more of our subsidiaries or assets.

FAS 133: In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 (SFAS 133), Accounting for Derivative
Instruments and Hedging Activities. SFAS 133, as amended by SFAS 137 and 138,
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives), and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. This statement is effective for all fiscal years beginning after
June 15, 2000. We adopted SFAS 133 on January 1, 2001. The adoption of this
standard did not have any material impact on our financial statements.

FAS 140: In September 2000, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 140 (SFAS 140), Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities -
a replacement of SFAS 125. SFAS 140 revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures. SFAS 140 is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after March 31,
2001 and is effective for recognition and reclassification of collateral and for
disclosures relating to securitization transactions and collateral for fiscal
years ending after December 15, 2000. We do not expect any material impact to
our financial statements from the adoption of this standard.

ITEM 7. FINANCIAL STATEMENTS

         The following financial statements are included herewith. The Company's
audited Financial Statements as of and for the fiscal year ended December 31,
2000 and for the period from April 15, 1999 (Inception) to December 31, 1999 are
set forth at the pages indicated at Item 13(a).

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINACIAL DISCLOSURE

         We dismissed Randy Simpson, CPA as our independent accountant as a
result of the change in control on June 10, 1999. The Board of Directors
selected KPMG LLP as the new independent accountants. There was no dispute or
disagreement with Mr. Simpson with regard to the financial statements or
accounting principles and practices. The decision to hire KPMG LLP was made
because we expected that our accounting needs would be significantly expanded
and we desired a firm with an international reputation.

         On March 21, 2001, KPMG LLP resigned and KPMG Fides Peat was engaged
as principal independent accountants. The decision to change accountants was
approved by the board of directors because the main focus of our operations
is in Europe and the new independent accountant will have more convenient and
economical access to our management, accounting records and financial
personnel.

                                      -19-
<PAGE>

         In connection with the audit as of December 31, 1999 and for the period
from April 15, 1999 (date of inception) through December 31, 1999, and the
subsequent period through March 21, 2001, there were no disagreements with KPMG
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to their satisfaction would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement.

         The audit report of KPMG LLP on the financial statements of New
Generation Holdings, Inc. as of December 31, 1999 and for the period from April
15, 1999 (date of inception) through December 31, 1999, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles except as follows. KPMG
LLP's auditors' report on the financial statements of New Generation Holdings,
Inc. as of December 31, 1999 and for the period from April 15, 1999 (date of
inception) through December 31, 1999, contained a separate paragraph stating the
following:

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern. As discussed in note 7 to
         the financial statements, the Company has suffered recurring losses
         from operations and has a net capital deficiency that raise substantial
         doubt about its ability to continue as a going concern. Management's
         plans in regard to these matters are also described in note 7. The
         financial statements do not include any adjustments that might result
         from the outcome of this uncertainty.


                                      -20-
<PAGE>

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS COMPLIANCE
WITH SECTION 16(a)

MANAGEMENT

         The following table sets forth the names, ages and positions of our
executive officers and directors:

<TABLE>
<CAPTION>
         Name                      Age      Position and Offices with the Company
-------------------------------------------------------------------------------------
<S>                               <C>      <C>
         Jacques Mot                44      Chairman of the Board of Directors

         Paul Hokfelt               47      President, Chief Executive Officer and Director

         Thomas Marshall            43      Executive Vice President, Secretary and
                                            General Counsel and Director

         Anna Karin Portunato       34      Chief Financial Officer

         Terry Chabrowe             50      Director

         Sylvie Challande           29      Director

         Kjell Jacobsson            50      Director

         Marcel Rokegem             51      Director
</TABLE>

         Jacques Mot has served as the Chairman of the Board since April of
1999 and he served as President and Chief Executive Officer from April 1999 to
January 24, 2000. Mr. Mot is a founder of Bachkine & Meyer Industries, S.A.
("BMI"). Prior to the start up of BMI, Mr. Mot was an independent consultant
to Unilabs Group (listed on the Nasdaq and Swiss Stock Exchanges). Mr. Mot's
activities have primarily been securities related matters and investor
relations.

         Mr. Mot was also a Director of Argenta & Magnum Management
Company Ltd. - Gilbratar, a company that was engaged in providing financial
advisory services. From 1987 to 1992, Mr. Mot was the General Manager and
Director of Iesa Investissements S.A., a portfolio management and investment
company, where he handled portfolio and investment management on a confidential
basis. Mr. Mot attended the University of Lausanne, Switzerland studying
economics from 1976-1979.

         Paul Hokfelt has served as our President and Chief Executive Officer
since January 25, 2000. Paul is a Swedish national who has been active
internationally and gained senior management experience in several European
countries and the United States with service providers in the medical field.
Prior to joining us, Paul was most recently a director and CEO of UCT
International, a contract research organization. Additionally, he was
instrumental in his role as managing director and COO in the rapid growth of
Unilabs, S.A., a company he joined from its start-up and led through its trading
on the Swiss Stock Exchange in April 1997. Unilabs, S.A. is a European leader in
the field of medical laboratory diagnostics.


                                      -21-
<PAGE>

         Prior to these appointments, Paul was a senior officer with several
Scandinavian financial institutions for over ten years, amongst them SEB, which
specializes in the structuring of complex financing solutions. He holds a degree
in Business Administration from the Stockholm School of Economics (1976).

         Thomas Marshall has served as General Counsel, Executive Vice President
and Secretary since August of 1999. He has also been a member of our Board of
Directors since April of 1999. Prior to joining us, Mr. Marshall was counsel to
the New York office of the law firm of Schnader Harrison Segal & Lewis LLP (from
1996 to 1999) where he concentrated in Taxation and Corporate and Securities
law. From 1993 to 1996, he was associated with the law firm of Keck, Mahin &
Cate where he performed similar duties.

         Mr. Marshall holds a BS in Business Administration from the University
of Rhode Island, a JD from St. John's University School of Law and he was
awarded an LLM in Taxation from the New York University School of Law.

         Anna Karin Portunato has served as Chief Financial Officer since
April, 2000. She is an accountant who worked from 1988 to 1992 with Arthur
Andersen on a range of international projects. From 1994 on she has acted as
an independent financial consultant and accountant working with a number of
clients, including Arthur Andersen. She currently is CFO with Argo-Soditic, a
private equity fund based in Switzerland. Mrs. Portunato was educated in
Belgium and received an advanced economic degree from Lausanne HEC in 1988.
She holds dual US and Dutch citizenship.

         Terry Chabrowe has served as a Director since May, 2000. Mr.
Chabrowe is a director, chief finance officer and chief technology officer
for eMarketer, Inc. - a leading aggregator/publisher of information and
statistics for the Internet Industry and an NGP Partner. Additionally, he is
a founder of the New York based B2B-Hive incubator group. He began his career
in advertising at Ries Cappiello Colwell. During his tenure he served as
Chief Financial Officer and then Creative Director. In 1979, he co-founded
the advertising agency Cappiello+Chabrowe, one of the first agencies to apply
desktop publishing technology to the marketing and advertising process. In
the mid-1980's, Terry began development of a proprietary software system for
managing ad agencies and marketing departments of corporations which
developed into Arete, Inc.

         Sylvie Challande has served as a Director since May, 2000. Ms.
Challande is an attorney-at-law with the prestigious Geneva firm Budin &
Partners. Prior to being with Budin, she was with the law firm Poncet Warluzel &
Partners. Ms. Challande has a range of International experience specializing in
international corporate transactions. She graduated from the law school at the
University of Geneva in 1991, spent a year in the postgraduate program at the
University of Geneva and passed her Geneva Bar exam in 1993.

         Kjell Jacobsson has served as a Director since May, 2000. Mr.
Jacobsson is the Chairman of the Board and founder of Resco A.B., a leading
Swedish IT firm. Prior to his 13 years as CEO at Resco, Mr. Jacobsson was a
management consultant at Cepro AB, working on significant IT projects in the
Nordic Region, Sri Lanka and Iraq, and held various management positions at
Vattenfall, the largest energy company in Sweden. Kjell is the Chairman of
Lundvall Invest; an Internet oriented market research company, and is a board
member of Cashguard, Digidoc and Involve Learning.

                                      -22-
<PAGE>

         Marcel Rokegem has served as a Director since April, 1999. Mr. Rokegem
is a consultant to Van Moer Santerre Group, a brokerage firm with offices in
Brussels, Luxemburg and Monaco. From 1987 to 1992 he was a co-founding Partner
and Director of Euro Suisse Limited London, a member of the London Stock
Exchange. Mr. Rokegem was a Partner of Jessup and Lamont International Limited
of London, an affiliate of Jessup and Lamont Securities Co., Inc., and a member
of the New York Stock Exchange from 1982 to 1987. Prior to that, Mr. Rokegem
served as the Partner in Charge of International Equity trading for BIARD,
Hombergen, Pringiers & Co. Mr. Rokegem began his career in 1970 with
Kredietbank, NV of Brussels where he was responsible for domestic and
international equity trading and Eurobond sales until 1980.

         Mr. Rokegem has a degree in Applied Economic Sciences for Antwerpen
Jesuit University, as well as a diploma from the International Securities
Marketing Association. Mr. Rokegem is fluent in Dutch, French, English and
German.

Section 16(a) Beneficial Ownership Reporting Compliance

         The information required relating to compliance with Section 16(a)
of the Securities Act will be incorporated by reference to the Company's
definitive proxy statement or an amendment to this Form 10-KSB to be filed on
or about April 30, 2001.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation paid by us to
our Chairman and Chief Executive Officer. None of our other officers received
salary and bonus payments in excess of $100,000 during the year ended December
31, 2000.

                                 SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                Annual Compensation                           Long-Term Compensation
                                -------------------------------------------------------------------------------------------
                                                                            Awards                    Payouts
---------------------------------------------------------------------------------------------------------------------------
                                                                                  Securities
                                                     Other                          Under-                     All
Name and                                             Annual       Restricted        lying                     other
Principal                                            Compen-        Stock          Options/        LTIP      Compen-
Position             Year      Salary     Bonus      Sation        Award(s)          SARs        Payouts      sation
                                ($)        ($)        ($)            ($)             ($)           ($)         ($)
---------------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>        <C>       <C>          <C>              <C>            <C>         <C>
Paul Hokfelt         1999       (*)         0          0              0               0             0           0
CEO +
---------------------------------------------------------------------------------------------------------------------------
                     2000     138,120       0        15,560           0               0             0           0
---------------------------------------------------------------------------------------------------------------------------
Jacques Mot          1999        0          0           0             0               0             0           0
Chairman ^
---------------------------------------------------------------------------------------------------------------------------
                     2000^       0          0        324,000          0               0             0           0
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------

(*)      During 1999 we made an advance of $100,000 to induce Mr. Hokfelt to
         join our company as CEO. He did not begin his employment until January
         25, 2000. This payment was offset against salary payments owed to Mr.
         Hokfelt commencing on January 25, 2000. Mr. Hokfelt's current annual
         salary is 240,000CHF (approximately $142,000).

(^)      A consulting fee of $27,000 per month was paid to Mr. Mot in 2000.
         No consulting fees were paid to him in 1999.

(+)      The other compensation Mr. Hokfelt received was entirely comprised of
         $15,560 in automobile allowances pursuant to his employment agreement.


         We have an employment agreement with Paul Hokfelt, our President and
Chief Executive Officer pursuant to which we pay him commencing January 25,


                                      -23-
<PAGE>

2000 an annual salary of 240,000 CHF (approximately $142,000). We also pay
for all expenses relating to the lease and maintenance of Mr. Hokfelt's car
including insurance and gas. We anticipate that we will adopt bonus and stock
option plans in the near future and that Mr. Hokfelt will participate in
these programs. The agreement is for an initial term of three years and
renews automatically for additional one year terms unless either party
provides written notice of termination.

         In the event that we terminate Mr. Hokfelt's employment without cause,
he is entitled to receive his base salary and fringe benefits for the remainder
of the then current term and his pro-rated bonus. The agreement also contains a
non-competition covenant.

         New Generation Partners and Jacques Mot, our Chairman of the Board,
entered into a Consulting Agreement dated as of July 5, 2000 for his services as
a financial and business consultant to New Generation Partners and its
affiliates. The agreement is for an initial one year term beginning as of
January 1, 2000 and provides for a monthly compensation to be paid at a rate of
$27,000 per month. The term automatically renews for another one year period,
unless either party gives a notice of non-renewal to the other, not less than
thirty (30) days prior to the end of any one year period.

         Since December 31, 2000, Marcel Rokegem, one of our directors was
paid $106,000 in cash, and was issued 50,000 shares of our common stock in
consideration of his assistance in identifying and completing the acquisition
of all of the outstanding stock of Minerva.

Compensation of Directors

         Currently members of our Board of Directors do not receive any
compensation for service on our Board. We expect that a compensation plan for
Directors will be adopted in the future and Directors are eligible to receive
options under our stock incentive plan.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, certain information, as of April 18, 2001,
regarding beneficial ownership of our common stock by

         -   each stockholder known by us to be the beneficial owner of more
             than five percent (5%) of the outstanding shares of our common
             stock;
         -   each of our directors;
         -   each of the named executive officers; and
         -   all of our current executive officers and directors as a group.

<TABLE>
<CAPTION>

Name of                    Number of Shares
Beneficial Owner           Beneficially Owned(1)              Percent of Class (1)
----------------           ---------------------              --------------------
<S>                       <C>                                <C>
Icare BVBA                        3,648,658                         17.75%
Rapide BVBA                       3,648,658                         17.75%
Paul Hokfelt                        100,000                          0.49%
Thomas R. Marshall                        0                          0
Jacques Mot                         100,000                          0.49%
Anna Karin Portunato                      0                          0
Terry Chabrowe                       50,000 (2)                      0.24%
Sylvie Challande                          0                          0
Kjell Jacobsson                     157,150 (3)                      0.77%
Marcel Rokegem                       50,000                          0.24%

All executive officers and
directors as a group                457,150                          2.22%

</TABLE>

                                      -24-

<PAGE>

(1)      Shares of common stock subject to warrants currently exercisable or
         exercisable within 60 days of the date hereof are deemed outstanding
         for computing the number of shares beneficially owned and the
         percentage of outstanding shares of the class held by a person holding
         such warrants, but are not deemed outstanding for computing the
         percentage of any other person. Except as indicated by footnote, and
         subject to community property laws where applicable, the persons named
         in the table have sole voting and investment power with respect to all
         shares of common stock shown as beneficially owned by them.

(2)      Includes 50,000 shares owned by eMarketer, Inc. of which Mr. Chabrowe
         is a director, chief finance officer and chief technology officer.

(3)      Includes 57,150 shares owned directly by Mr. Jacobsson and 100,000
         shares owned by Resco AB of which Mr. Jacobsson is chairman of the
         board and founder.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Bachkine & Meyer Industries, S.A, our former majority shareholder,
had been advancing us funds pursuant to the terms of a Line of Credit
Agreement dated as of April 15, 1999. In addition to the Line of Credit
Agreement, B.A.M.I. Consulting, S. A., a British Virgin Islands corporation,
and an affiliate of Bachkine & Meyer was entitled to receive a monthly
management consulting fee of $75,000 pursuant to the terms of a Consulting
Agreement dated as of April 15, 1999. On November 13, 2000, we entered into
an agreement with BMI to retire the entire amount of the outstanding
shareholder loan. We paid BMI $300,000 in cash, BMI forgave $500,000 of the
shareholder loan and the balance of $1,365,696 was converted into 380,417
shares of Common Stock that were issued at BMI's direction to Nasha Holdings
Ltd. In addition, on the same date, we entered into an agreement with BAMI to
convert the $675,000 outstanding balance due as consulting fees into 188,022
shares of Common Stock that were issued at BAMI's direction to NASI
Intelligence, SA.

         On June 5, 2000, the Company made a $500,000 secured bridge loan to
Double Impact Inc., an entity with whom it had entered into a Strategic
Collaboration Agreement. The loan was not repaid when due and the Company
entered into a settlement agreement, dated November 13, 2000 with Double
Impact and Bachkine & Meyer Industries SA ("BMI"), a stockholder of the
Company, under which (i) the Company forgave the principal and interest under
the Double Impact loan in its entirety, (ii) Double Impact released the
Company from its obligation to pay any accrued fees that were due to Double
Impact under a Strategic Collaboration Agreement and (iii) Double Impact
released BMI from its obligation to deliver 500,000 shares of the Company's
Common Stock to Double Impact. In connection with the settlement, BMI agreed
to forgive $500,000 of the principal of its outstanding shareholder loan to
the Company.

         We have a short term rental agreement with MBM Realty LLC for our
office space in New York. There is no rent due, but we do reimburse MBM for
certain expenses, including a portion of cost incurred for phones, utilities
and cleaning services. MBM is controlled by Thomas Marshall who is one of our
officers and is also a Director.

         Marcel Rokegem, one of our directors, received $106,000 as a
finder's fee in connection with our purchase of our initial twenty five
percent stake in Minerva. On April 7, 2001 Mr. Rokegem also received 50,000
restricted shares of our common stock as consideration for his services in
closing on our acquisition of the remaining seventy five percent of Minerva's
shares on February 28, 2001.


ITEM 13. EXHIBITS, LIST AND REPORTS of FORM 8-K.

         (a)      The following documents are filed as part of this Form:

                  Financial Statements. See index of Financial Statements on
                  page F-1 at the beginning of the attached Financial
                  Statements.

         (b)      Exhibits

<TABLE>
<S><C>
         ++(3)     (i)      Amended and Restated Certificate of Incorporation
         ++        (ii)     By-Laws
         ++(4)     (i)      Specimen Certificate for Common Stock
         ++        (ii)     Form of Warrant at $6.00 expiring 2 years after
                            Commencement Date
         ++        (iii)    Form of Warrant at $12.00 expiring March 5, 2004
         ++        (iv)     Form of Warrant at $12.00 expiring February 24, 2004
         ^         (v)      Form of Warrant at $8.00 expiring 2 years after
                            Commencement Date
         ++(10)    (i)      Employment Agreement of Paul Hokfelt dated January 25,
                            2000
         +         (ii)     Line of Credit Agreement dated as of April 15, 1999


                                      -25-
<PAGE>

         +         (iii)    Consulting Agreement dated as of April 15, 1999
         #         (iv)     Strategic Collaboration Agreement dated as of March 31,
                            2000 by and between the Company and New Generation
                            Partners, Inc., on one hand, and Double Impact, Inc., on
                            the other
         ^         (v)      Share Transfer Agreement dated as of March 31, 2000 by and
                            among Bachkine & Meyer Industries, S.A., Double Impact,
                            Inc. and the Company.
         ^         (vi)     Termination Agreement dated as of April 15, 2000 by and
                            between the Company and BAMI Consulting, S.A.
         ^         (vii)    Subscription Agreement dated as of April 10, 2000 by and
                            between the Company and Gauk Holding, Inc.
         ^         (viii)   Subscription Agreement dated as of April 10, 2000 by and
                            between the Company and Mercer International S.A.
                   (ix)     (Reserved)
         #         (x)      Form of Subscription Agreement
         #         (xi)     Amendment to Line of Credit Agreement, dated July 15,
                            2000, between the Company and Bachkine & Meyer Industries,
                            S.A.
         **        (xii)    Loan Retirement Agreement dated as of November 13, 2000 by
                            and between the Company and Bachkine & Meyer Industries
                            SA.
         **        (xiii)   Consulting Fee Conversion Agreement dated as of November
                            13, 2000 by and between the Company and BAMI Consulting,
                            Inc.
         ***       (xiv)    Share Exchange Agreement dated as of December 29, 2000 by
                            and among the Company and New Generation Partners, Inc.,
                            on one hand, and Icare BVBA, Rapide BVBA, Rene De
                            Vleeschauwer and Robert Jordaens.
         ****      (xv)     Share Exchange Agreement dated as of February 28, 2001 by
                            and among the Company and New Generation Partners, Inc.,
                            on one hand, and Icare BVBA, Rapide BVBA, Rene De
                            Vleeschauwer and Robert Jordaens.
         *         (xvi)    Consulting Agreement by and between New Generation
                            Partners, Inc and Jacques Mot dated as of July 5, 2000.
         *(21)              Subsidiaries of the Registrant
</TABLE>
-----------------------------
*        Filed herewith
+        Incorporated by reference to the Company's Form 10-QSB for the period
         ending June 30, 1999 filed on August 23, 1999.
++       Incorporated by reference to the Company's Form 10-KSB for the period
         beginning April 15, 1999 and ending December 31, 1999 filed on March
         30, 2000.
^        Incorporated by reference to the Company's Form 10-QSB for the period
         ending March 31, 2000 filed on May 23, 2000.
#        Incorporated by reference to the Company's Form 10-QSB for the period
         ending June 30, 2000 filed on August 30, 2000.
**       Incorporated by reference to the Company's Form 10-QSB for the period
         ending September 30, 2000 filed on November 21, 2000.
***      Incorporated by reference to the Company's Form 8-K filed on February
         28, 2001
****     Incorporated by reference to the Company's Form 8-K filed on March 12,
         2001



                                      -26-
<PAGE>
(2)      Reports on Form 8-K

         No reports on Form 8-K were filed during the fourth quarter of fiscal
1999.

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                                                  Page
                                                                                                  ----
----------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>
Independent Auditors' Report                                                                       F-2
----------------------------------------------------------------------------------------------------------
Consolidated Balance Sheets                                                                        F-4
----------------------------------------------------------------------------------------------------------
Consolidated Statements of Operations                                                              F-5
----------------------------------------------------------------------------------------------------------
Consolidated Statements of Changes in Stockholders' Deficit and Comprehensive Loss                 F-6
----------------------------------------------------------------------------------------------------------
Consolidated Statements of Cash Flows                                                              F-7
----------------------------------------------------------------------------------------------------------
Notes to Consolidated Financial Statements                                                         F-8
----------------------------------------------------------------------------------------------------------
Appendix A -- Minerva Software N.V. Financial Statements                                           F-21
----------------------------------------------------------------------------------------------------------
</TABLE>


                                      -27-
<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                        Consolidated Financial Statements

                           December 31, 2000 and 1999


















                                          F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
New Generation Holdings, Inc.:


We have audited the accompanying consolidated balance sheets of New
Generation Holdings, Inc. (the Company) and subsidiaries as of December 31,
2000, and the related consolidated statements of operations, changes in
shareholders' deficit and comprehensive loss and cash flows for the year
ended December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit. The
accompanying financial statements of the Company as of December 31, 1999 and
for the period from April 15, 1999 (inception) to December 31, 1999 were
audited by other auditors whose report, dated March 3, 2000, on those
statements included an explanatory paragraph that described the uncertainty
regarding the Company's ability to continue as a going concern.

We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the 2000 financial statements referred to above present fairly,
in all material respects, the consolidated financial position of New Generation
Holdings, Inc. as of December 31, 2000, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

KPMG Fides Peat

Geneva, April 19, 2001

                                          F-2

<PAGE>

                          Independent Auditors' Report


The Board of Directors and Stockholders
New Generation Plastic, Inc.:


We have audited the accompanying balance sheet of New Generation Plastic,
Inc. (a development stage company) (the "Company") as of December 31, 1999,
and the related statements of operations, stockholders' equity (deficit), and
cash flows for the period from April 15, 1999 (inception) through December
31, 1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of New Generation Plastic, Inc.
(a development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the period from April 15, 1999 (inception)
through December 31, 1999, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 7 to the
financial statements, the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in note 7. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.



KPMG LLP


McLean, VA
March 3, 2000



                                     F-3

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,          DECEMBER 31,
                                                                              2000                  1999
                                                                          ------------          ------------
<S>                                                                       <C>                   <C>
ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                                                 $855,404                $3,708
    Prepaid expenses and other current assets                                   46,524               159,554
                                                                          ------------          ------------
       Total current assets                                                    901,928               163,262

Property, plant and equipment, net                                             124,618                     -
Equity investments in associated companies, including goodwill and
     other intangible assets, net of accumulated amortization                2,684,792                     -
Cost method investment                                                         152,262                     -
Patents, net                                                                   340,530               443,929
                                                                          ------------          ------------
       Total assets                                                         $4,204,130              $607,191
                                                                          ============          ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
    Accounts payable and accrued liabilities                                  $645,623            $1,162,798
    Due to shareholder                                                               -             2,175,186
                                                                          ------------          ------------
       Total current liabilities                                              $645,623             3,337,984
                                                                          ------------          ------------
       Total liabilities                                                      $645,623            $3,337,984
                                                                          ------------          ------------

SHAREHOLDERS' EQUITY (DEFICIT):
    Common stock, $0.001 par value;
    50,000,000 shares authorized, 15,074,788 and 11,842,761
    issued and outstanding at December 31, 2000 and 1999,
    respectively                                                                15,075                11,843
    Preferred stock, $0.001 par value;
    1,000,000 shares authorized, none issued or outstanding                          -                     -
    Additional paid-in capital                                              11,942,781               804,690
    Accumulated deficit                                                     (8,427,737)           (3,547,326)
    Accumulated other comprehensive income                                      28,388                     -
                                                                          ------------          ------------

       Total shareholders' equity (deficit)                                  3,558,507            (2,730,793)
                                                                          ------------          ------------

Commitments and contingencies
Total liabilities and shareholders' equity (deficit)                        $4,204,130              $607,191
                                                                          ============          ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                          F-4

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                               FOR THE PERIOD
                                                                                YEAR           APRIL 15, 1999
                                                                                ENDED            (INCEPTION)
                                                                            DECEMBER 31,       TO DECEMBER 31,
                                                                                2000                1999
                                                                            ------------       ---------------
<S>                                                                         <C>                <C>
OPERATING EXPENSES:
General and administrative                                                    $4,457,189           $2,046,982
Product development                                                              252,342            1,426,236
Equity in net losses of affiliated companies                                    (250,577)                   -
                                                                            ------------         ------------

LOSS FROM OPERATIONS                                                          (4,960,108)          (3,473,218)
Interest expense                                                                  (3,357)             (74,108)
Interest income                                                                   89,347                    -
                                                                            ------------         ------------

Net loss before income taxes                                                  (4,874,118)          (3,547,326)
Income taxes                                                                      (6,293)                   -
                                                                            ------------         ------------

Net loss                                                                     $(4,880,411)         $(3,547,326)
                                                                            ============         ============

Basic and diluted net loss per common share                                      $(0.40)               $(0.30)

Shares used to compute basic and diluted net
    loss per common share                                                     12,286,241           11,842,761
</TABLE>

See accompanying notes to consolidated financial statements.

                                          F-5

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CHANGES IN
                  SHAREHOLDERS' DEFICIT AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
                                                                                                        ACCUMULATED
                                   COMMON STOCK             ADDITIONAL                                     OTHER
                             -------------------------       PAID-IN      ACCUMULATED  COMPREHENSIVE   COMPREHENSIVE
                                SHARES         AMOUNT        CAPITAL        DEFICIT        LOSS            INCOME         TOTAL
                             ----------     ----------     -----------   ------------  -------------   -------------  -----------
<S>                          <C>              <C>          <C>            <C>          <C>              <C>           <C>
Balance at April 15,
  1999 (inception)                    -        $     -     $        -     $        -    $         -     $        -    $         -

Issuance of common
  stock to Bachkine &
  Meyer Industries, SA       11,580,000         11,580        804,953              -              -                       816,533

Issuance of common stock
  in conjunction with
  merger with SW
  Ventures, Inc.                262,761            263          (263)              -              -              -              -

Net loss                              -              -              -     (3,547,326)    (3,547,326)                   (3,547,326)

Comprehensive loss                                                                      $(3,547,326)
                             ----------       --------     ----------    ------------   ============    ----------    ------------
Balance at
December 31, 1999            11,842,761        $11,843     $  804,690    $(3,547,326)                   $        -    $(2,730,793)
                             ----------       --------     ----------    ------------                   ----------    ------------
Issuance of common stock        706,556        $   707     $5,298,225    $         -    $         -     $        -    $ 5,298,932
Issuance of common stock
  for services rendered          25,058             25        155,398              -              -              -        155,423

Issuance of common stock
  to Bachkine & Meyer
  Industries SA                 568,439            568      2,040,135              -              -              -      2,040,703
Satisfaction of
  liability by Bachkine &
  Meyer Industries SA                 -              -        500,000              -              -              -        500,000
Issuance of common stock
  for businesses acquired     1,931,974          1,932      2,606,233              -              -              -      2,608,165
Issuance of warrants for
  services                            -              -        538,100              -              -              -        538,100
Net loss                              -              -              -     (4,880,411)    (4,880,411)             -     (4,880,411)
Currency translation
  adjustment                          -              -              -              -         28,388         28,388         28,388

Comprehensive loss                    -              -              -              -    $(4,852,023)             -              -
                             ----------       --------     ----------    ------------   ============    ----------    ------------
Balance at
December 31, 2000            15,074,788        $15,075    $11,942,781    $(8,427,737)                      $28,388     $3,558,507
                             ==========       ========     ==========    ============                   ==========    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                          F-6

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                           FOR THE PERIOD FROM
                                                                       YEAR ENDED      APRIL 15, 1999 (INCEPTION)
                                                                      DECEMBER 31,           TO DECEMBER 31,
                                                                          2000                    1999
                                                                      ------------     --------------------------
<S>                                                                   <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                              $(4,880,411)            $(3,547,326)
Adjustments to reconcile net loss to net cash used in
    operating activities:
Depreciation and amortization                                             123,643                  73,270
Equity instruments issued for services                                    693,523                       -
Equity in net losses of affiliates                                        250,577                       -
Impairment losses in advances to associated companies                     606,000                       -
INCREASE (DECREASE) IN CASH RESULTING FROM CHANGES IN:
Prepaid expenses and other current assets                                 110,948                (159,554)
Accounts payable and accrued liabilities                                  161,030               1,162,798
                                                                      ------------            ------------
Net cash used in operating activities                                  (2,934,690)             (2,470,812)
                                                                      ------------            ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment                                (144,862)                      -
Acquisition of equity in associated companies                            (476,629)                      -
Purchase of patents                                                             -                (517,199)
Advances to associated companies                                         (106,000)                      -
Increase in secured loans                                                (500,000)                      -
                                                                      ------------            ------------
Net cash used in investing activities                                  (1,227,491)               (517,199)
                                                                      ------------            ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in shareholders loan                                              (300,000)              2,175,196
Issuance of common stock                                                5,298,932                 816,533
                                                                      ------------            ------------
Net cash provided by financing activities                               4,998,932               2,991,719
                                                                      ------------            ------------
Effects of exchange rate changes on cash and cash equivalents              14,945                       -
                                                                      ------------            ------------
Net increase in cash and cash equivalents                                 851,696                   3,708

CASH AND CASH EQUIVALENTS:
    Beginning of period                                                     3,708                       -
                                                                      ------------            ------------
    End of period                                                        $855,404                  $3,708
                                                                      ============            ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

CASH PAID DURING THE PERIOD FOR:
    Interest                                                                3,357                       -
    Income taxes                                                                -                       -
</TABLE>

See accompanying notes to consolidated financial statements

                                          F-7

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1        ORGANISATION

         New Generation Holdings, Inc. (formerly named New Generation Plastic,
         Inc.) (the "Company") was organised on April 15, 1999 under the laws
         of the State of Delaware. During June 1999, the Company exchanged
         262,761 shares of its common stock for all the issued and outstanding
         common stock of SW Ventures Inc ("SWV"). Concurrently, SWV changed
         its name to New Generation Plastic, Inc. As at the date of the merger,
         the net assets of the Company and SWV were determined to have a
         nominal value. Accordingly, the transaction has been recorded at the
         par value of the stock exchanged. In connection with the merger, the
         Company also completed the issuance to Bachkine & Meyer Industries,
         S.A., a British Virgin Island Corporation (BMI) of 11,580,000 shares
         representing approximately 98% of the oustanding common stock on a
         post-split basis for certain technology and assets from BMI relating
         to a proprietary and patented method of recycling mixed plastics. On
         May 17, 2000, the Company changed its name again to New Generation
         Holdings, Inc.

         During the period from April 15, 1999 (inception) through December 31,
         1999, the Company was in the development stage and devoted
         substantially all of its efforts to develop and market the patented
         technology designed to process two or more discrete plastic polymers
         ("NGP Process"). The Company is no longer in the development stage.
         The Company believes the NGP Process is capable of producing
         commercially usable plastic polymers from a mixed stream of discrete
         virgin polymers or waste plastic. As of December 31, 2000, its planned
         plastics operations have not commenced.

         Effective January 25, 2000, the Board of Directors approved a change in
         the business model of the Company to include the development of, and
         investment in, Internet and technology-related consultancy companies
         primarily located in Europe. As part of this strategic shift, the
         Company has invested in five companies involved in software
         development, business-to-business e-commerce and ventures oriented
         towards new emerging Internet infrastructure and wireless Internet
         applications.

         On December 29, 2000, the Company acquired a 25% interest in Minerva
         Softcare NV, as described in note 7. The Company plans to focus a
         substantial amount of its energy on development of the Minerva
         business.

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PREPARATION

         The consolidated financial statements have been prepared in accordance
         with Generally Accepted Accounting Principles in the United States.

         The consolidated financial statements include those companies which are
         effectively controlled directly by New Generation Holdings, Inc., where
         control is defined as the power to govern the financial and operating
         policies. This control is generally evidenced when New Generation
         Holdings, Inc. directly or indirectly owns more than 50% of the voting
         rights of a company's share capital.

         All significant intercompany transactions and balances have been
         eliminated in the consolidated financial statements. Certain prior year
         amounts have been reclassified to conform with the current year's
         presentation.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the amounts reported in the consolidated
         financial statements and accompanying disclosures. Although these
         estimates are based on management's best knowledge of current events
         and actions the company may undertake in the future, actual results
         ultimately may differ from these estimates.

         GOING CONCERN

         The financial statements have been prepared on a going concern basis,
         and do not reflect any adjustments related to the uncertainty
         surrounding the Company's recurring losses or accumulated deficit. See
         note 3 to the consolidated financial statements.

                                          F-8

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         TRANSLATION OF NON-US CURRENCY AMOUNTS

         The reporting currency for the consolidated financial statements of the
         Company is the United States dollar. The functional currency for the
         Company's non-US operations is generally the applicable local currency.
         Accordingly, assets and liabilities are included in the consolidated
         financial statements by translating them into the reporting currency at
         the exchange rates applicable at the end of the reporting period. The
         consolidated statements of operations and cash flows are translated at
         the average monthly exchange rates during the year. Translation gains
         or losses are accumulated as a separate component of shareholders'
         equity. Currency transaction gains or losses arising from transactions
         of Group companies in currencies other than their functional currency
         are included in the consolidated statement of operations for each
         period.

         TAXATION

         Current income taxes include all taxes based on the taxable profits of
         the Company.

         Deferred income taxes are provided using the asset and liability
         method, under which deferred tax consequences are recognised for
         temporary differences between the tax bases of assets and liabilities
         and their carrying values for financial reporting purposes, and for
         operating loss and tax credit carryforwards. Deferred tax assets and
         liabilities are measured using enacted tax rates expected to apply to
         taxable income in the years in which those temporary differences are
         expected to be recovered or settled. The effect on deferred tax assets
         and liabilities of a change in tax rates is recognized in income in the
         period that includes the enactment date.

         PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment are recorded at cost of purchase and
         depreciated over their estimated useful lives on a straight-line basis.
         Estimated useful lives of major depreciable assets are as follows:

<TABLE>
<S>                                                                 <C>
           Office furniture                                         3-5 years
           Computer equipment                                       2-3 years
</TABLE>

         INVESTMENTS

         The Company's investments in associated companies are accounted for
         under the equity method if the Company has the ability to exercise
         significant influence over the operating and financial policies of the
         investees, otherwise by the cost method. Under the cost method, the
         Company's share of the earnings and losses of such companies is not
         included in the consolidated statements of operations. In general,
         the Company applies the equity method to investments where it owns
         20% or more of the outstanding voting stock of the investee.

                                          F-9

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         ACQUISITIONS AND INTANGIBLE ASSETS

         The Company has accounted for its business acquisitions using the
         purchase method of accounting. Under this method, the costs of the
         acquisition are allocated to the assets acquired and liabilities
         assumed based upon respective fair values. See also Note 6.

         Goodwill, the excess of cost over the fair value of net assets of
         businesses acquired, is amortised on a straight-line basis over
         its estimated useful life. Goodwill as of December 31, 2000 is
         attributable to the Company's acquisition of 25% of the outstanding
         common stock of Minerva Softcare NV ("Minerva"), and is included in
         the carrying value of this investment. It is being amortised over
         its estimated useful life of five years.

         The carrying value of intangible assets, including patents, is
         evaluated for possible impairment based on achievement of business plan
         objectives and milestones, the fair value of each ownership interest in
         the associated company relative to carrying value, the financial
         condition and prospects of the associated company, expected future cash
         flows of the intangible asset, and other relevant factors. If
         impairment exists, the carrying amount of the intangible is reduced by
         the shortfall in estimated discounted cash flows.

         NET INCOME (LOSS) PER SHARE

         The Company computes net income (loss) per share in accordance with
         Statement of Financial Accounting Standard ("SFAS") No. 128, Earnings
         Per Share. Under the provisions of SFAS 128, basic net income (loss)
         per share is computed by dividing the net income (loss) for the period
         by the weighted average number of common shares outstanding during the
         period. Diluted net income (loss) per share is computed by dividing the
         net income (loss) for the period by the weighted average number of
         common and dilutive potential common shares outstanding during the
         period. As the Company had net losses during the periods presented,
         basic and diluted net income (loss) per share are the same.

         CASH AND CASH EQUIVALENTS

         Cash and cash equivalents comprise cash on hand and deposits held at
         call with banks and are carried in the balance sheet at cost.

         PRODUCT DEVELOPMENT COSTS

         Product development costs include expenses incurred by the Company for
         research, design and development of the Company's proprietary
         technology. Product development costs are expensed as incurred, and
         amounted to $252,342 and $1,426,236 in 2000 and 1999, respectively.

         STOCK OPTIONS AND WARRANTS

         The Company applies the intrinsic value-based method of accounting
         prescribed by Accounting Principles Board ("APB") Opinion No. 25,
         "Accounting for Stock Issued to Employees," and related interpretations
         including FASB Interpretation No. 44, "Accounting for Certain
         Transactions involving Stock Compensation, an interpretation of APB
         Opinion No. 25" issued in March 2000, to account for its
         compensation-related stock option and warrant activities. SFAS No.
         123, "Accounting for Stock-Based Compensation," established accounting
         and disclosure requirements using a fair value-based method of
         accounting for stock-based employee compensation plans. As allowed by
         SFAS No. 123, the Company has elected to continue to apply the
         intrinsic value-based method of accounting described above, and has
         adopted the fair value disclosure requirements of SFAS No. 123.
         Warrants issued to non-employees for services are accounted for at fair
         value under SFAS No. 123

                                          F-10

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3        LIQUIDITY

         As reflected in the accompanying consolidated financial statements, the
         Company incurred net losses of $4,880,411 for the year ended December
         31, 2000, and $3,547,326 during the period from April 15, 1999
         (inception) to December 31, 1999, and has an accumulated deficit of
         $8,427,737 as of December 31, 2000. In addition, the Company has had
         negative cash flow from operating activities since inception. On
         February 28, 2001, the Company acquired the remaining 75% of Minerva.
         Management believes that cash flow from this entity, combined with
         planned reductions in operating costs and committed shareholder
         funding will provide the Company with sufficient liquidity to enable
         it to continue its operations.

         There is no assurance that these or other funding sources will be
         sufficient to enable the Company to continue as a going concern, and
         the Company is continuing to seek financing to support its operating
         and development efforts, and is exploring a number of alternatives in
         this regard.

4        PROPERTY, PLANT AND EQUIPMENT, NET

         Property, plant and equipment, net is as follows at December 31, 2000:

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                                        2000
<S>                                                               <C>
         Office furniture                                               $106,968
         Computer equipment                                               37,894
                                                                        --------
         Property, plant and equipment, at cost                          144,862
         Less :  accumulated depreciation                                (20,244)
                                                                        --------
         Total property, plant and equipment, net                       $124,618
                                                                        --------
</TABLE>

         There was no property, plant and equipment as of December 31, 1999. No
         assets are held under capital lease agreements.

                                          F-11

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5        INCOME TAXES

         No provisions for US federal or state income taxes has been recorded as
         the Company has incurred net operating losses since inception. As of
         December 31, 2000, the Company has net operating loss carryforwards
         available to offset future taxable income of $6,749,159, which expire
         beginning in 2019.

         The sources of the Company's loss before taxes were as follows:

<TABLE>
<CAPTION>
                                                                                         PERIOD FROM
                                                                                       APRIL 15, 1999
                                                                YEAR ENDED               (INCEPTION)
                                                               DECEMBER 31,            TO DECEMBER 31,
                                                                   2000                     1999
<S>                                                            <C>                     <C>
United States                                                   $(3,751,205)              $(3,547,326)
Non-United States                                                (1,122,913)                        -
                                                               ------------               -----------
Loss before taxes                                               $(4,874,118)              $(3,547,326)
                                                               ============               ===========
</TABLE>

       Income tax expense consists of:

<TABLE>
<CAPTION>
                                                         CURRENT        DEFERRED             TOTAL
                                                       -----------    -------------       -----------
<S>                                                    <C>            <C>                 <C>
Year ended December 31, 2000:
United States                                          $         -    $           -       $
Non-United States                                            6,293                              6,293
                                                       -----------    -------------       -----------
                                                            $6,293    $           -            $6,293
                                                       ===========    =============       ===========

For the period April 15, 1999 to December 31, 1999:

United States                                          $         -    $           -       $         -
Non-United States                                                -                -                 -
                                                       -----------    -------------       -----------

                                                       $         -    $           -       $         -
                                                       ===========    =============       ===========
</TABLE>

         Income tax expense was $6,293 and $0 for the periods ended December 31,
         2000 and 1999, respectively, and differed from the amounts computed by
         applying the U.S. federal income tax rate of 35% to net loss before
         income taxes as a result of the following:

<TABLE>
<CAPTION>
                                                                                         PERIOD FROM
                                                                                       APRIL 15, 1999
                                                                YEAR ENDED               (INCEPTION)
                                                               DECEMBER 31,            TO DECEMBER 31,
                                                                   2000                     1999
<S>                                                             <C>                       <C>
Expected tax benefit                                            $(1,705,941)              $(1,241,564)
State and local income tax benefit, net of
federal tax benefit                                                (243,700)                 (212,840)
Equity in net losses of affiliates                                   87,702                         -
Change in valuation allowance                                     1,868,232                 1,454,404
                                                                -----------               -----------
Income taxes                                                    $     6,293               $         -
                                                                ===========               ===========
</TABLE>

                                          F-12
<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5        INCOME TAXES (CONTINUED)

         Temporary differences that give rise to deferred tax assets and
         liabilities are as follows:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,             DECEMBER 31,
                                                                   2000                     1999
<S>                                                             <C>                     <C>
Deferred tax assets / liabilities:
Net operating loss carryforwards                                $ 2,604,035                   584,757
Start-up costs                                                      688,217                   839,263
Other                                                               133,121                    30,384
                                                                -----------               -----------
    Total deferred tax assets                                     3,425,373                 1,454,404
Less:  Valuation allowance                                       (3,425,373)               (1,454,404)
                                                                -----------               -----------
    Net deferred tax assets                                     $         -               $         -
                                                                ===========               ===========
</TABLE>

         In assessing the realizability of deferred tax assets, management
         considers whether it is more likely than not that some portion or all
         of the deferred tax assets will not be realized. The ultimate
         realization of deferred tax assets is dependent upon the generation of
         future taxable income during the periods in which those temporary
         differences become deductible. Management considers the scheduled
         reversal of deferred tax liabilities, projected future taxable income
         and tax planning strategies in making this assessment. As of December
         31, 2000 and 1999, a valuation allowance was recorded for the full
         amount of the deferred tax assets as the Company did not believe that
         it was more likely than not that the deferred tax assets will be
         recoverable.

6        INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                               DECEMBER 31,             DECEMBER 31,
                                                                   2000                     1999
<S>                                                             <C>                         <C>
Patent at historical cost                                       $  517,199                  $517,199
Accumulated amortisation                                          (176,669)                  (73,270)
                                                                ----------                  --------
Net book value of patent                                        $  340,530                  $443,929
                                                                ==========                  ========
</TABLE>


                                          F-13

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7        EQUITY INVESTMENTS IN ASSOCIATED COMPANIES

         Equity investments in associated companies consist of the following,
         all of which were acquired during 2000:

<TABLE>
<CAPTION>
COMPANY AND LOCATION                      OWNERSHIP PERCENTAGE AND                ACQUISITION
--------------------                          ACCOUNTING METHOD                       DATE
                                              -----------------                       ----
<S>                                           <C>                              <C>
Washnet (The Netherlands)                     35% (equity method)              October 5, 2000
Tarinfo (Sweden)                              24% (equity method)              August 2, 2000
Adventagon (Sweden)                           20% (equity method)              September 4, 2000
Minerva Softcare (Belgium)                    25% (equity method)              December 29, 2000
</TABLE>

         As of December 31, 2000, the combined total assets of the equity
         method investee companies was $1,772,607, total liabilities were
         $1,580,055 and equity was $192,552. The combined net loss for the
         year was $154,352.

         On December 29, 2000, the Company acquired a 25% interest in
         Minerva, an integrated technology infrastructure solutions provider
         of extraction modelling and lifecycle management software, in
         exchange for 1,931,974 restricted shares of the Company's common
         stock. The total cost of the acquisition was $ 2,608,165 and was
         determined based on management's assessment of the value of the
         restricted stock issued. As of the acquisition date, the Company's
         share of the net book value of Minerva was $88,768. As of the date
         of the consolidated financial statements, the Company has not yet
         completed the purchase accounting analysis to allocate the acquisition
         cost to the acquired net assets. As of December 31, 2000, the excess
         cost of $2,519,397 over its share of the Minerva net assets at the
         acquisition date has been recorded as goodwill, and will be allocated
         to identified intangibles and other assets acquired and liablities
         assumed as appraisals and other valuation studies are completed. This
         goodwill is being amortized on a straight line basis over 5 years.

         The total balance of equity investments in other associated
         companies is $76,627 as of December 31, 2000. All of the other
         companies are engaged in wireless applications and/or Internet-based
         business services.

         If the investment in 25% of the common stock of Minerva had been
         completed as of the beginning of each of the periods presented, and
         accounted for under the equity method, the Company's net losses would
         have been $4,843,889 and $3,866,434 for year ended December 31, 2000
         and the period from April 15, 1999 (inception) to December 31, 1999,
         respectively. This pro forma information does not necessarily reflect
         the results of operations as they would have been if the investment
         had been completed as of the beginning of such periods and is not
         necessarily indicative of the results which may be obtained in the
         future.

         The Company advanced $106,000 to one of its associated companies on
         October 5, 2000. Based on an analysis of the investee's financial
         condition, management has concluded that the loan is impaired at
         December 31, 2000, and fully unrecoverable. The impairment loss of
         $106,000 has been recorded in "General and administrative expenses" in
         the statement of operations.

8        ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

         Accounts payable and accrued liabilities are as follows:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                     2000                     1999
<S>                                                                <C>                     <C>
Accounts payable                                                   $551,793                $  487,798
Accrued expenses                                                     87,537                         -
Accrued consulting expense to related party                               -                   675,000
Provision for income taxes                                            6,293                         -
                                                                   --------                ----------
Total                                                              $645,623                $1,162,798
                                                                   ========                ==========
</TABLE>

                                          F-14

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9        RELATED PARTY TRANSACTIONS

         On June 5, 2000, the Company made a $500,000 secured bridge loan to
         Double Impact Inc., an entity with whom it had entered into a
         Strategic Collaboration Agreement for assistance in locating European
         investment opportunities. The loan was not repaid when due and the
         Company entered into a settlement agreement, dated November 13, 2000
         with Double Impact and Bachkine & Meyer Industries SA ("BMI"), a
         stockholder of the Company, under which (i) the Company forgave the
         principal and interest under the Double Impact loan in its entirety,
         (ii) Double Impact released the Company from its obligation to pay any
         accrued fees that were due to Double Impact under a Strategic
         Collaboration Agreement and (iii) Double Impact released BMI from its
         obligation to deliver 500,000 shares of the Company's Common Stock to
         Double Impact. In connection with the settlement, BMI agreed to forgive
         $500,000 of the principal of its outstanding shareholder loan to the
         Company. This transaction has been recorded as an expense, with a
         corresponding increase in additional paid-in capital.

         During 1999 and 2000, BMI had been advancing funds to the Company under
         a convertible line of credit agreement dated April 15, 1999 (the BMI
         LOC). As of April 1, 2000, BMI and the Company agreed that (i) no
         further interest would be due on the amounts outstanding under BMI LOC
         retroactive to January 1, 2000 and (ii) BMI's right to demand repayment
         under the BMI LOC would be extended to December 31, 2000. On November
         13, 2000, the Company and BMI agreed to retire the outstanding balance
         of the BMI LOC by a cash payment of $300,000, the forgiveness of
         $500,000 of indebtedness, and the conversion of the remaining balance
         of $1,365,703 into 380,417 shares of the Company's restricted common
         stock, valued at the market value on the date of the agreement. The
         impact of this related party transaction has been recorded in
         shareholders'equity, with no gain or loss recorded in the statement
         of operations.

         In addition to the line of credit agreement discussed above, B.A.M.I.
         Consulting SA ("BAMI"), a British Virgin Island corporation and an
         affiliate of BMI, was entitled to receive a monthly management
         consulting fee of $75,000 in exchange for engineering expertise in the
         development and commercialisation of the NGP Process. For the period
         ended December 31, 1999, $675,000 of such fee was accrued as a general
         and administrative expense, but had not been paid. On April 15, 2000,
         BAMI and the Company entered into a Termination Agreement in which it
         was agreed that because of the change in the Company's business focus,
         BAMI would terminate the Consulting Agreement as of December 31, 1999
         and could receive the balance of accrued consulting fees in the form of
         the Company's common stock. On November 13, 2000, the Board of
         Directors approved the issuance of 188,022 shares of the Company's
         restricted common stock, valued at the market value on the date of the
         agreement, to settle the accrued management consulting fee. This
         related party transaction has been recorded in shareholders' equity,
         with no gain or loss recorded during the year.

         In connection with the Minerva investment, a finder's fee of $106,000
         was paid to one of the directors of the Company. This amount was
         recorded in "general and administrative expenses" in the
         consolidated statement of operations as of December 31, 2000.

                                          F-15

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10       EQUITY INSTRUMENTS AND CAPITAL STOCK

         At December 31, 2000, the Company had equity-based activities as
         described below.

         WARRANT AND OPTION PLANS

         Warrants on shares of the Company's common stock have been issued as
         a pro-rata distribution to shareholders with exercise prices of not
         less than the fair market value of the stock on the date of grant. The
         company applies APB 25 and related interpretations in accounting for
         its warrant activities. Accordingly, no compensation cost has been
         recognized for its warrant plans in its results of operations. In
         addition to those warrant-based compensation activities, the Company
         issues warrants in exchange for services provided to the Company. These
         warrants are valued at their fair value at the date of the grant.

         Had the Company recorded a charge for the fair value of warrants
         granted consistent with SFAS 123, net loss would have been increased by
         $567,763 and $0 in 2000 and 1999, respectively. The impact of this
         charge on net loss per common share, both basic and assuming full
         dilution, would have been $(0.05) and $(0.00) in 2000 and 1999,
         respectively. The weighted average fair value of warrants granted was
         $2.75 in 2000 and $0.00 in 1999. The fair value of each warrant grant
         is estimated on the date of the grant using the Black-Scholes option
         pricing model, with the following weighted average assumptions used
         for grants in 2000 and 1999.

<TABLE>
<CAPTION>
                                                              2000                       1999
<S>                                                         <C>                        <C>
Risk-free interest rates                                      6.40%                     5.50 %
Expected option lives                                       3.1 years                  2.0 years
Expected volatilities                                         57 %                       30 %
Expected dividend yields                                       0 %                        0 %
</TABLE>

               A summary of the status of the Company's warrant issuances at
               December 31, 2000 and 1999, follows:

<TABLE>
<CAPTION>
                                                                                   WEIGHTED AVERAGE
                                                              WARRANTS              EXERCISE PRICE
                                                            ---------------------------------------
<S>                                                         <C>                    <C>
Outstanding at April 15, 1999                                         -                        -
Granted                                                       2,960,706                    $6.00
Exercised                                                             -                        -
Cancelled                                                             -                        -
                                                              ---------                   ------
Outstanding at December 31, 1999                              2,960,706                    $6.00
Granted                                                         206,400                   $10.23
Exercised                                                             -                        -
Cancelled                                                             -                        -
                                                              ---------                   ------
Outstanding at December 31, 2000                              3,167,106                    $6.28
                                                              =========                   ======
</TABLE>

                  The number of outstanding warrants that were exercisable at
                  year-end 2000 and 1999 were 3,167,106 and 2,960,706,
                  respectively.

                                          F-16

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10       EQUITY INSTRUMENTS AND CAPITAL STOCK (CONTINUED)

         The following table summarizes information about warrants outstanding
         and exercisable at December 31, 2000.

<TABLE>
<CAPTION>
                  OUTSTANDING AND EXERCISABLE
                 -----------------------------------------------------
                                      WEIGHTED
                                       AVERAGE            WEIGHTED
    RANGE OF                        REMAINING YEARS       AVERAGE
    EXERCISE                        OF CONTRACTUAL        EXERCISE
     PRICES          WARRANTS            LIFE               PRICE
---------------- ---------------- ------------------- ----------------
<S>              <C>              <C>                 <C>
       $  6         2,960,706              1.5                $6.00

        7-9            91,400              1.5                $8.00
         12           115,000              3.1               $12.00
                    ---------        ---------               ------
       0-12         3,167,106             1.56                $6.28
                    =========        =========               ======
</TABLE>

         In addition to the above warrant activity, the Board of Directors
         approved a Stock Compensation Plan on September 27, 2000, to provide
         for the granting of options to employees to buy shares of the Company's
         common stock. 1,920,000 shares of New Generation Holdings, Inc. common
         stock have been designated for this plan. These options are to vest in
         periods ranging from the date of grant to one year after the grant
         date. As of December 31, 2000, there have been no grants under this
         plan.

11       CONTINGENCIES AND COMMITMENTS

         Minimum rental commitments under noncancellable leases, primarily for
         office facilities, are $38,474 in 2001, $38,474 in 2002, $38,474 in
         2003. Rental expense amounted to $62,537 in 2000 and $ 0 in 1999. Also
         see note 15.

         The Company is subject to legal proceedings and claims arising out of
         its business activities. Management, after review and consultation with
         counsel, considers that any liability from these pending lawsuits and
         claims would not materially affect the consolidated financial position,
         results of operations or liquidity of the Company.

         The Company has issued a guarantee of $34,006 to the owners of its
         Geneva premises.

12       EMPLOYEES BENEFIT PLANS

         During 2000, the Company has contributed $20,745 to retirement plans
         for employees in Geneva and London. No expense was recorded during the
         period ended December 31, 1999.

                                          F-17

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13       SEGMENT INFORMATION

         The Company has two reportable segments consisting of: Associated
         Companies and NGP Process. Associated Companies' operations represent
         the costs for providing strategic and operational support to the
         associated companies, as well as the related administrative costs and
         the effects of the ownership in these companies. Costs attributed to
         Associated Companies also include all corporate holding company level
         expenses not directly attributable to the NGP Process. NGP Process
         represents all expenses and costs related to the maintenance of the
         patent as well as the direct and indirect costs and expenses related to
         the industrial application of the NGP process.

         The following table summarizes segment asset and operating balances, by
         reportable segment. The accounting policies of the segments are the
         same as those described in Note 2.

<TABLE>
<CAPTION>
                                                                             ASSOCIATED
                                                          NGP PROCESS         COMPANIES           TOTAL
                                                          -----------       -----------       ------------
<S>                                                         <C>             <C>               <C>
AS OF AND FOR THE TWELVE MONTHS
   ENDED DECEMBER 31, 2000
Operating results                                           $(355,741)      $(4,604,367)      $(4,960,108)
Depreciation and amortization                                (103,399)          (20,244)         (123,643)
Expenditure for long-lived assets                                   -           144,862           144,862
Long-lived assets                                             340,530         2,961,672         3,302,202
                                                          -----------       -----------       ------------

AS OF AND FOR THE PERIOD ENDED
DECEMBER 31, 1999
Operating results                                         $(3,473,218)      $         -       $(3,473,218)
Depreciation and amortization                                  73,270                 -            73,270
Expenditure for long-lived assets                             517,199                 -           517,199
Long-lived assets                                             443,929                 -           443,929
                                                          -----------       -----------       ------------
</TABLE>

         Information concerning principal geographic areas is presented below
         according to the area where the activity is taking place.

<TABLE>
<CAPTION>
                                                   AT DECEMBER 31, 2000           AT DECEMBER 31, 1999
                                                     AND FOR THE YEAR                AND THE PERIOD
                                                        THEN ENDED                     THEN ENDED
                                                ---------------------------     -------------------------
                                                  OPERATING        TOTAL         OPERATING        TOTAL
                                                   LOSSES         ASSETS           LOSSES         ASSETS
                                                -----------    ------------     -----------      --------
<S>                                             <C>            <C>              <C>              <C>
United States                                   $(4,605,365)   $ 11,427,114     $(3,473,218)     $607,191
Switzerland                                        (410,393)        127,761               -             -
United Kingdom                                     (332,921)        111,119               -             -
Benelux                                            (129,658)      2,899,135               -             -
Elimination of intercompany
   balances                                         768,805     (10,360,999)              -             -
                                                -----------    ------------     -----------      --------
Total                                           $(4,709,531)   $  4,204,130     $(3,473,218)     $607,191
                                                ===========    ============     ===========      ========
</TABLE>

                                          F-18

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14       QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                        ------------------
2000                                 MARCH 31        JUNE 30       SEPTEMBER 30   DECEMBER 31       TOTAL YEAR
----------------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>              <C>            <C>               <C>
Operating loss                      $(264,009)    $(1,251,366)     $(658,903)     $(2,786,536)      $(4,960,108)
Net loss                             (301,121)     (1,225,865)      (694,252)      (2,659,881)       (4,880,411)
Net loss per common
   share (basic) and fully diluted      (0.03)          (0.10)         (0.06)           (0.22)            (0.40)
Dividends declared per
   common share                             -               -              -                -                 -
Stock price range:
   High                                  8.38            8.38           7.50             5.25              8.38
   Low                                   6.00            6.50           5.13             2.88              3.00
                                   ----------     -----------      ---------      -----------       -----------

1999
----------------------------------------------------------------------------------------------------------------
Operating loss                     $        -       $(593,667)     $(650,372)     $(2,229,179)      $(3,473,218)
Net loss                                             (593,667)      (650,372)      (2,303,287)       (3,547,326)
Net loss per common
   share (basic) and fully diluted                      (0.05)         (0.05)           (0.19)            (0.30)
Dividends declared per
   common share                             -               -              -                -                 -
Stock price range:
   High                                     -            8.25           8.25             8.50              8.50
   Low                                                   3.00           4.13             6.25              3.00
                                   ----------     -----------      ---------      -----------       -----------
</TABLE>

  a)   Earnings per common share are computed independently for each of the
       quarters presented and, therefore, do not necessarily add up to the
       total for the year.

15       SUBSEQUENT EVENT

         On February 28, 2001, the Company acquired the 837,500 shares of
         Minerva common stock not previously owned, representing the remaining
         75% of the issued and outstanding shares of Minerva. In exchange for
         the remaining shares of Minerva, the Company issued an aggregate of
         5,365,342 shares of its own Common Stock. The aforementioned
         transaction contemplates the seller's reorganization and
         contribution of its ownership interests in Case Belgie NV, Case
         Nederland BV, and and Case France S.A. as part of the acquisition
         of Minerva. These entities together are referred to as "the Minerva
         Group".

         The Minerva Group is an integrated technology infrastructure solutions
         provider which specialises in developing and marketing data
         warehousing, life cycle management and data modelling platforms and
         solutions. Minerva is principally located in Belgium, with its other
         significant operations in the Netherlands.

                                          F-19

<PAGE>

15       SUBSEQUENT EVENT (CONTINUED)

         Pro forma balance sheet information of the Company and the Minerva
         Group as of December 31, 2000, as if the acquisition of 100% of the
         Minerva Group had occurred as of December 31, 2000 is as follows:

<TABLE>
<CAPTION>
                                                                                                DECEMBER 31,
                                                                                                    2000
                                                                                                ------------
<S>                                                                                               <C>
CURRENT ASSETS:

    Cash and cash equivalents                                                                      2,781,835
    Prepaid expenses and other current assets                                                      2,859,888
                                                                                                  ----------
       Total current assets                                                                        5,641,723

Property, plant and equipment, net                                                                   346,633
Investments in associated companies, including goodwill and
     other intangible assets, net of accumulated amortization                                      4,863,720
                                                                                                  ----------
       Total assets                                                                               10,852,076
                                                                                                  ==========



CURRENT LIABILITIES:
    Accounts payable and accrued liabilities                                                       4,950,601
                                                                                                  ----------
NET ASSETS                                                                                         5,901,475
                                                                                                  ----------
</TABLE>

<TABLE>
<CAPTION>

         Pro forma results of operations of the Company and the Minerva Group
         for the year ended December 31, 2000, as if the acquisition of 100%
         of the Minerva Group had occurred at the beginning of 2000 are as
         follows:

                                                                                                  YEAR ENDED
                                                                                                  DECEMBER 31,
                                                                                                      2000

<S>                                                                                               <C>
RESULTS OF OPERATIONS:
    Net sales                                                                                      4,707,939
    Operating loss                                                                                (4,197,940)
    Net loss                                                                                      (4,378,048)
                                                                                                  ==========
    Basic and diluted net loss per share                                                            (0.36)
</TABLE>

         The pro forma results of operations are based on the preliminary
         allocation of the Company's cost of the acquisition to the net assets
         acquired, which is subject to potential adjustment once the purchase
         price allocation has been finalized.

                                          F-20
<PAGE>


                              MINERVA SOFTCARE N.V.

                              Financial Statements

                           December 31, 2000 and 1999

                   (With Independent Auditors' Report Thereon)



                                          F-21

<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Minerva Softcare, N.V.:


We have audited the accompanying balance sheets of Minerva Softcare N.V. as of
December 31, 2000 and 1999, and the related statements of operations,
shareholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Minerva Softcare N.V. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles in the United States of America.



Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren





Represented by
P. Longerstaey

Brussels, Belgium
March 23, 2001

                                          F-22
<PAGE>


                              MINERVA SOFTCARE N.V.

                                 Balance Sheets

                           December 31, 2000 and 1999
                               (in Belgian Francs)

<TABLE>
<CAPTION>
                                                                                             2000                 1999
                                                                                      -------------------   ------------------
<S>                                                                                          <C>                  <C>
                                                 ASSETS
Current assets:
       Cash                                                                                  7,133,203            6,159,425
       Trade receivables, less allowance for doubtful
          accounts of 798,100 and 0 at December 31,                                         18,389,716           16,739,241
          2000 and 1999, respectively
       Other receivables:
          Shareholders                                                                          27,639            3,061,981
          Affiliates                                                                         4,149,813            9,868,296
          Other                                                                              4,525,960            3,932,246
       Note receivable                                                                       8,472,050                 --
       Deferred income taxes                                                                      --                160,900
       Prepaid expenses                                                                      2,759,047            1,585,882

                                                                                      -------------------   ------------------
             Total current assets                                                           45,457,428           41,507,971
                                                                                      -------------------   ------------------
Property, plant and equipment, net                                                           5,836,856            8,430,748
                                                                                      -------------------   ------------------
Other assets:
       Investments in affiliates                                                            21,002,000                 --
       Note receivable                                                                            --              7,480,718
       Other assets                                                                          1,101,534              153,034
                                                                                      -------------------   ------------------
             Total assets                                                                   73,397,818           57,572,471
                                                                                      ===================   ==================

                                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
       Trade accounts payable                                                                9,288,414           10,564,632
       Accrued expenses                                                                      4,764,945           14,329,935
       Other payables:
          Shareholders                                                                       6,852,283            2,642,639
          Affiliates                                                                        14,220,001            6,305,640
       Deferred income                                                                       9,178,792            6,035,254
       Income taxes payable                                                                  1,751,266               45,405
       Deferred income taxes                                                                 4,763,178                 --
       Current portion of long-term debt                                                          --                216,785
                                                                                      -------------------   ------------------
                Total current liabilities                                                   50,818,879           40,140,290
                                                                                      -------------------   ------------------

Long-term debt, excluding current portion                                                         --                836,113
Deferred income taxes                                                                          824,247            3,788,690
                                                                                      -------------------   ------------------
                Total liabilities                                                           51,643,126           44,765,093
                                                                                      -------------------   ------------------
Shareholders' equity:
       Common stock; par value BEF 1 per share;
           1,250,000 shares authorized, issued and outstanding                               1,250,000            1,250,000
       Retained earnings                                                                    20,504,692           11,557,378
                                                                                      -------------------   ------------------
                Total shareholders' equity                                                  21,754,692           12,807,378
                                                                                      -------------------   ------------------

                Total liabilities and shareholders' equity                                  73,397,818           57,572,471
                                                                                      ===================   ==================
</TABLE>


See accompanying notes to financial statements.


                                          F-23
<PAGE>


                              MINERVA SOFTCARE N.V.

                            Statements of Operations

                     Years ended December 31, 2000 and 1999
                               (in Belgian Francs)

<TABLE>
<CAPTION>
                                                                                  2000                     1999
                                                                           --------------------    ---------------------
<S>                                                                                <C>
Revenue:
       Consultancy                                                                35,267,799               22,451,621
       License revenue                                                            47,308,222               31,281,473
       Service revenue                                                             6,506,388                4,565,644
                                                                           --------------------    ---------------------

                    Total revenues                                                89,082,409               58,298,738
                                                                           --------------------    ---------------------
Operating expenses:
       Cost of revenues                                                          (36,673,501)             (23,364,777)
       Selling, general and administrative                                       (49,933,260)             (33,290,604)
                                                                           --------------------    ---------------------

                    Total operating expenses                                     (86,606,761)             (56,655,381)
                                                                           --------------------    ---------------------

                    Operating income                                               2,475,648                1,643,357
                                                                           --------------------    ---------------------
Other income (expense):
       Equity in earnings of affiliates                                            1,002,000                     --
       Financial income (expense), net                                             1,556,423                 (170,495)
       Other income, net                                                           8,972,346                7,646,676
                                                                           --------------------    ---------------------
                    Total other income (expense), net                             11,530,769                7,476,181
                                                                           --------------------    ---------------------
                    Income before income taxes                                    14,006,417                9,119,538
Income tax expense                                                                (5,059,103)              (3,710,406)
                                                                           --------------------    ---------------------
                    Net income                                                     8,947,314                5,409,132
                                                                           ====================    =====================

Net income per common share - basic and diluted                                         7.16                     4.33
                                                                           ====================    =====================
Weighted average number of common shares  -
    basic and diluted                                                              1,250,000                1,250,000
                                                                           ====================    =====================
</TABLE>

See accompanying notes to financial statements.


                                          F-24
<PAGE>


                              MINERVA SOFTCARE N.V.

                       Statements of Shareholders' Equity

                     Years ended December 31, 2000 and 1999
                               (in Belgian Francs)


<TABLE>
<CAPTION>


                                                                         COMMON             RETAINED
                                                                         STOCK              EARNINGS              TOTAL
                                                                     ---------------     ---------------      --------------
<S>                                                                     <C>                  <C>                 <C>
Balances at December 31, 1998                                            1,250,000            6,148,246           7,398,246

    Net income                                                                --              5,409,132           5,409,132
                                                                     ---------------     ---------------      --------------
Balances at December 31, 1999                                            1,250,000           11,557,378          12,807,378

    Net income                                                                --              8,947,314           8,947,314

Balances at December 31, 2000                                            1,250,000           20,504,692          21,754,692
                                                                     ================    ================     ==============

</TABLE>

See accompanying notes to financial statements.


                                       F-25
<PAGE>


                              MINERVA SOFTCARE N.V.

                            Statements of Cash Flows

                     Years ended December 31, 2000 and 1999
                               (in Belgian Francs)

<TABLE>
<CAPTION>

                                                                                                       2,000               1999
                                                                                              -----------------   ------------------
<S>                                                                                              <C>                 <C>
Operating activities:
       Net income                                                                                    8,947,314           5,409,132
       Adjustments to reconcile net income to net cash
          provided by operating activities:
             Depreciation                                                                            2,925,053           1,804,242
             Bad debt expense                                                                          798,100                --
             Litigation provision (reversal)                                                       (10,037,500)         10,037,500
             Equity in earnings of affiliates                                                       (1,002,000)               --
             Change in fair value of derivative instrument                                            (948,000)
             Effect of foreign exchange and discount amortization on note receivable                  (991,332)               --
             Gain on sale of property, plant and equipment                                             (10,517)
             Deferred income taxes                                                                   1,959,635           3,031,115
          Changes in operating assets and liabilities:
                Trade receivables                                                                   (2,448,575)         (3,164,542)
                Other receivables:
                    Affiliates                                                                         932,858          (1,615,487)
                    Other                                                                             (593,714)         (1,540,145)
                Prepaid expenses                                                                    (1,173,165)          2,924,215
                Note receivable                                                                             --          (6,946,718)
                Other assets                                                                             (500)            (153,034)
                Trade accounts payable                                                             (1,276,218)          (8,552,037)
                Accrued expenses                                                                       472,510           1,983,978
                Other payables:                                                                                               --
                    Shareholders'                                                                    4,209,644           2,642,639
                    Affiliates                                                                       7,914,361           6,305,640
                Income taxes payable                                                                 1,705,861              45,405
                Deferred income                                                                      3,143,538              39,662
                                                                                              -----------------   ------------------
                    Net cash provided by operating activities                                       14,527,353          12,251,565
                                                                                              -----------------   ------------------
Investing activities:
       Investments in affiliates                                                                   (20,000,000)               --
       Payments received from (advances to) shareholders', net                                       3,034,342          (2,904,600)
       Payments received on affiliate advances, net                                                  4,785,625           2,639,156
       Purchases of property, plant and equipment                                                   (1,211,161)         (6,351,855)
                                                                                              -----------------   ------------------
                    Net cash used by investing activities                                          (13,391,194)         (6,617,299)
                                                                                              -----------------   ------------------
Financing activities:
       Payments on long-term debt                                                                     (162,381)            (89,484)
                                                                                              -----------------   ------------------
                    Net cash used by financing activities                                             (162,381)            (89,484)
                    Net increase in cash                                                               973,778           5,544,782

Cash at beginning of year                                                                            6,159,425             614,643
                                                                                              -----------------   ------------------
Cash at end of year                                                                                  7,133,203           6,159,425
                                                                                              =================   ==================
Supplemental cash flow information:
       Interest paid during the year                                                                   435,323             190,790
                                                                                              =================   ==================
       Income taxes paid during the year                                                             1,393,607             633,806
                                                                                              =================   ==================

Supplemental disclosure on non-cash investing activitites:
       During the year ended Deceember 31, 1999, the Company capitalized
       property, plant and equipment and incurred debt obligations of
       BEF 1.1 million.

       During the year ended December 31, 2000, the Company disposed of
       property, plant and equipment with a net book value of approximately
       BEF 880,000 and outstanding debt obligations of BEF 890,517 (see note 5).

</TABLE>

See accompanying notes to financial statements.


                                       F-26
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


(1)    COMPANY OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)    NATURE OF BUSINESS

              Minerva Softcare N.V. ("Minerva" or the "Company") was
              incorporated in Belgium in 1993. Minerva is a technology solutions
              provider, focusing on data extraction, modeling and technology
              lifecycle management. The Company primarily operates through its
              headquarters in Belgium and has a branch operation in The
              Netherlands. Additionally, Minerva maintains a 40% ownership
              interest in a company that is affiliated by way of common
              management and ownership. This company supplements Minerva's
              products as it primarily operates as a value added reseller of
              several complementary technologies. The Company's revenues are
              derived primarily in Belgium and The Netherlands.

       (b)    OWNERSHIP

              In December 2000, 25% of the outstanding shares of the Company
              (represented by 312,500 shares) were purchased equally from the
              Company's two original shareholders by New Generation Partners
              B.V., a Netherlands company. The parent company of New Generation
              Partners B.V. is a wholly-owned subsidiary of New Generation
              Holdings, Inc., a Delaware corporation, whose shares are publicly
              traded in the United States.

              The acquisition of the 25% interest in Minerva was effected
              through the issuance of 1,931,974 shares of New Generation
              Holdings, Inc. common stock to the selling shareholders.

              As of December 31, 2000, the outstanding common stock of the
              Company amounts to 1,250,000 shares, with a stated value of 1
              Belgian Franc ("BEF") per share. All shares carry equal voting
              rights. As of December 31, 2000, 25% of the outstanding shares
              are owned by New Generation Partners B.V. The remaining 75% of
              the outstanding shares are owned equally by the Company's two
              original shareholders.


       (c)    BASIS OF PRESENTATION

              The financial statements of Minerva are prepared in accordance
              with generally accepted accounting principles in the United
              States of America ("US GAAP") and include the accounts of the
              Company, including its branch operations in The Netherlands. All
              significant accounts and transactions with the branch in The
              Netherlands have been eliminated in preparation of the financial
              statements. Investments in which the Company has significant
              influence, but less than a controlling voting interest, are
              reported under the equity method of accounting.


                                       F-27
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


              The exchange rate of the Belgian Franc to the U.S. Dollar was
              approximately US$1 = BEF 43.0 at December 31, 2000 and
              US$1 = BEF 43.8 on average for calendar year 2000.

              The financial statements are stated in the Company's functional
              currency, the Belgian Franc.

       (d)    INVESTMENTS IN AFFILIATES

              The Company's investments in affiliates consist of its 40%
              interest in Case Associates N.V. ("Case") and its 23.5% interest
              in QID N.V. ("QID"). Both of these companies are located in
              Belgium.

              In November 2000, Minerva acquired a 40% interest in Case, an
              entity affiliated by way of common management and ownership. Case
              and its wholly-owned subsidiary, Case Associates B.V., primarily
              operate as resellers of third-party software products. Their
              revenues are derived mainly from product sales and maintenance
              agreements. Total consideration for the Company's investment in
              Case was BEF 10 million in cash. The excess of the consideration
              over the carrying value of Case's net assets is being amortized
              over a five year period. As of December 31, 2000, the Company's
              investment in Case has been increased by BEF 915,000, representing
              Minerva's proportionate share of Case's consolidated earnings for
              the period since its ownership interest was acquired.

              In September 2000, Minerva acquired a 23.5% interest in QID. QID
              is a technology enterprise, engaged in the development of virtual
              private networks ("VPN"). Total consideration for the Company's
              investment in QID was BEF 10 million. The excess of the
              consideration over the fair value of QID's net assets is being
              amortized over a five year period. As of December 31, 2000, the
              Company's investment in QID has been increased by BEF 87,000
              representing Minerva's proportionate share of QID's earnings for
              the period since its ownership interest was acquired.

              Unaudited summarized financial information for Case, as of and
              for the year ended December 31, 2000, is presented below (in
              Belgian Franc). Activity related to QID as of and for the year
              ended December 31, 2000 was not significant.

<TABLE>
<CAPTION>
                                                              2000
                                                          ------------
              <S>                                         <C>
              Current assets                               89,599,873
              Other assets                                  3,415,553
                                                          ------------
                                                           93,015,426
                                                          ------------
              Current liabilities                          74,690,017
              Other liabilities                                23,165
              Shareholders' equity                         18,302,244
                                                          ------------
                                                          ------------
              Revenues                                     60,210,780
              Gross profit                                 33,311,934
              Net income                                    4,426,529
                                                          ------------
</TABLE>

       (e)    REVENUE RECOGNITION

              The Company accounts for revenue recognition in accordance with
              AICPA Statement of Position 97-2 ("SOP 97-2"), SOFTWARE REVENUE
              RECOGNITION. That statement requires that revenue recognized from
              software arrangements be allocated to each element of the
              arrangement based on the relative fair values of the elements,
              such as software products, upgrades, enhancements and post
              contract support.

              The Company's revenue is derived from three primary activities,
              licensing of its propriety software products, maintenance and
              consultancy. The licensing of the Company's software product is
              generally accompanied by a maintenance agreement covering a
              one-year period. The product license is granted for an indefinite
              period of time and revenue related to the sale of the software
              product is recognized upon delivery to the customer.


                                       F-28
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


              Post contract support or maintenance agreements included in the
              license agreement are renewable annually at the option of the
              customer. Under these agreements, the Company provides technical
              inquiry services and additional services such as the distribution
              of patches for corrections of discovered software errors. While
              the maintenance agreements are effective, the customer is entitled
              to receive new releases of the software products as they become
              available. The Company's licenses do not provide for specific
              upgrade or return rights. Revenues related to the maintenance
              agreements are recognized over the term of the agreement. Amounts
              that have been deferred under these contracts are recorded as
              deferred income in the Company's financial statements.

              The fair values attributable to the sale of the software product
              and the post contract service are determined by the Company by
              reference to the rates charged for renewal of such post contract
              service agreements upon expiration of the original agreements. The
              customer may renew the maintenance agreements annually, based on
              the original maintenance fee established with minor increases.

              Additionally, the Company offers consultancy services to its
              clients in the form of formal training on the use of software or
              system enhancements. These services are not integral to the
              operation and use of the Company's products and thus the Company
              recognizes revenue related to consultancy based upon established
              hourly rates as the services are performed.


       (f)    SOFTWARE DEVELOPMENT COSTS

              The Company accounts for software development costs under the
              Financial Accounting Standards Board's Statement of Financial
              Accounting Standards ("SFAS") No. 86, ACCOUNTING FOR COSTS OF
              COMPUTER SOFTWARE TO BE SOLD, LEASED OR OTHERWISE MARKETED. Under
              SFAS No. 86, the costs associated with software development are
              required to be capitalized after technological feasibility has
              been established. Based on the Company's product development
              process, technological feasibility is generally established upon
              completion of the working model. Costs incurred by the Company
              between completion of the working model and the point at which the
              product is ready for general release have been insignificant and,
              as a result, the Company has not capitalized any software
              development costs. Total software development costs approximated
              BEF 31,794,000 and 26,148,000 in 2000 and 1999, respectively, and
              are recorded within selling, general and administrative costs.

        (g)   FOREIGN CURRENCIES

              The financial statements of the Company have been prepared in its
              functional and local currency, the Belgian Franc. The Company does
              not have any foreign operations outside of the Eurozone
              (consisting of the countries that will adopt the


                                       F-29
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


              Euro as their official currency on January 1, 2002) and, as a
              result, there are no translation adjustments reflected as a
              component of other comprehensive income. Foreign currency
              transaction gains and losses, if any, resulting from foreign
              currency transactions outside of the Eurozone, are included in
              the results of operations for the periods presented.

       (h)    CASH AND EQUIVALENTS

              The Company considers all highly liquid investments with a
              maturity of three months or less to be cash equivalents.

       (i)    ACCOUNTS RECEIVABLE

              Trade accounts receivable are reported net of an allowance for
              doubtful accounts equal to the estimated collection losses to be
              incurred. The estimated losses are based on actual collection
              experience and management's opinion of the current status of
              existing receivables.

       (j)    PROPERTY, PLANT AND EQUIPMENT

              Property, plant, and equipment are recorded at cost less
              accumulated depreciation.

              Depreciation is computed by the straight-line method over the
              estimated useful lives of the related assets. Repairs and
              maintenance are charged to operations as incurred, and
              expenditures for additions and improvements are capitalized. No
              interest was capitalized during the years ended December 31, 2000
              and 1999.

              The estimated useful lives of assets are as follows (in years):

<TABLE>
<S>                                                    <C>
              Furniture and fixtures                   5
              Computer equipment and software          3
              Vehicles                                 5
</TABLE>


                                       F-30
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


       (k)    IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE
              DISPOSED OF

              The Company accounts for long-lived assets in accordance with the
              provisions of Statement of Financial Accounting Standards No. 121,
              ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
              LONG-LIVED ASSETS TO BE DISPOSED OF. This Statement requires that
              long-lived assets and certain identifiable intangibles be reviewed
              for impairment whenever events or changes in circumstances
              indicate that the carrying amount of an asset may not be
              recoverable. Recoverability of assets to be held and used is
              reviewed by a comparison of the carrying amount of an asset to
              future net cash flows expected to be generated by the asset. If
              such assets are considered to be impaired, the impairment to be
              recognized is measured by the amount by which the carrying amount
              of the assets exceeds the fair value of the assets. Assets to be
              disposed of are reported at the lower of the carrying amount or
              fair value less costs to sell.

       (l)    FAIR VALUE OF FINANCIAL INSTRUMENTS

              SFAS No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL
              INSTRUMENTS, requires disclosure of the fair value of certain
              financial instruments. The carrying value of cash and cash
              equivalents, accounts receivable, accounts payable and short-term
              borrowings, as reflected in the balance sheets, approximate fair
              value because of the short-term maturity of these instruments.

        (m)   INCOME TAXES

              The Company accounts for income taxes under the asset and
              liability method whereby deferred tax assets and liabilities are
              recognized for the future tax consequences attributable to
              differences between the financial statement carrying amounts of
              existing assets and liabilities and their respective tax bases.
              Deferred tax assets and liabilities are measured using enacted tax
              rates expected to apply to taxable income in the years in which
              those temporary differences are expected to be recovered or
              settled. The effect on deferred tax assets and liabilities of a
              change in tax rates is recognized in income in the period that
              includes the enactment date.


                                       F-31
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


       (n)    DERIVATIVE FINANCIAL INSTRUMENTS

              The Company does not actively engage in activities to hedge its
              exposure to foreign currency exchange fluctuations. However, as of
              December 31, 2000, the Company is party to a currency forward
              contract to mitigate its exposure to foreign currency fluctuations
              in relation to a US Dollar ("USD") denominated note receivable.
              The contract, which carries a notional value of USD 200,000,
              matures in April 2001. The fair value of the forward contract at
              December 31, 2000 of approximately BEF 948,000 has been recorded
              within other assets and has been included in financial income
              (expense), net.

       (o)    NET INCOME PER SHARE

              Basic net income per share as disclosed in the statements of
              operations is based on the weighted average of all common shares
              outstanding during the period. Diluted net income per share is the
              same as basic net income per share as there are no potentially
              issuable shares outstanding as of December 31, 2000 and 1999.

       (p)    COMPREHENSIVE INCOME

              Comprehensive income is a measure of net income and all other
              changes in equity of the Company that result from transactions
              other than with stockholders. The Company does not have any
              elements of other comprehensive income. Accordingly, comprehensive
              income is the same as net income.

        (q)   USE OF ESTIMATES

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires management to
              make estimates and assumptions that affect the reported amount of
              assets and liabilities and disclosure of contingent assets and
              liabilities at the date of the financial statements, and the
              reported amount of revenues and expenses during the reporting
              period. Actual results could differ from those estimates.


                                       F-32
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


        (r)   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

              Statement of Financial Accounting Standards No. 133,  ACCOUNTING
              FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 133").

                  SFAS 133 was issued in June 1998. The Statement was
                  subsequently amended in June 1999, which deferred its
                  effective date. SFAS 133 establishes accounting and reporting
                  standards for derivative instruments, including certain
                  derivative instruments embedded in other contracts
                  (collectively referred to as derivatives), and for hedging
                  activities. This Statement requires every derivative
                  instrument to be recorded in the balance sheet as either an
                  asset or liability measured at its fair value. The Statement
                  requires that changes in the derivative's fair value be
                  recognized currently in earnings unless specific hedge
                  accounting criteria are met. Special accounting for qualifying
                  hedges permits derivative gains and losses to offset related
                  results on the hedged item in the income statement, and
                  requires that a company must formally document, designate, and
                  assess the effectiveness of transactions that receive hedge
                  accounting treatment.

                  Statement of Financial Accounting Standards No. 138,
                  ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN
                  HEDGING ACTIVITIES ("SFAS 138"), was issued in June 2000 and
                  addresses certain implementation issues with regards to SFAS
                  133.


                  SFAS 133, as amended by SFAS's 137 and 138, is effective for
                  all fiscal quarters of all fiscal years beginning after 15
                  June 2000. Adoption of the provisions of SFAS No. 133, as
                  amended by SFAS 137 and 138, did not have a material impact on
                  the Company's financial position or results of operations when
                  it was implemented effective January 1, 2001.


                                       F-33
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


               Statement of Financial Accounting Standards No. 140, ACCOUNTING
               FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
               EXTINGUISHMENTS OF LIABILITIES, a replacement of SFAS No. 125,
               ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
               EXTINGUISHMENTS OF LIABILITIES.

                  SFAS No. 140 was issued in September 2000. This Statement
                  replaces SFAS No. 125 and revises the standards for accounting
                  for securitizations and other transfers of financial assets
                  and collateral and requires certain disclosures. This
                  Statement provides accounting and reporting standards for
                  transfers and servicing of financial assets and
                  extinguishments of liabilities and provides consistent
                  standards for distinguishing transfers of financial assets
                  that are sales from transfers that are secured borrowings.
                  This Statement is effective for transfers and servicing of
                  financial assets and extinguishments of liabilities occurring
                  after March 31, 2001 and is effective for recognition and
                  reclassification of collateral and for disclosures relating to
                  securitization transactions and collateral for fiscal years
                  ending after December 15, 2000. The Company does not expect
                  that the provisions of SFAS No. 140 will have a material
                  impact on its financial position or results of operations.

(2)    OTHER RECEIVABLES

       Other receivables consist of:

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,
                                                            -----------------------------------------------
                                                                        2000                     1999
                                                            ----------------------    ---------------------
<S>                                                                  <C>                     <C>
              Value added tax receivable                             4,421,760               3,932,246
              Other                                                    104,200                   --
                                                            ----------------------    ---------------------
                                                                     4,525,960               3,932,246
                                                            ======================    =====================
</TABLE>


 (3)   PROPERTY, PLANT AND EQUIPMENT

       Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>

                                                                                DECEMBER 31,
                                                            -----------------------------------------------
                                                                        2000                     1999
                                                            ----------------------    ---------------------
<S>                                                              <C>                     <C>
            Furniture and fixtures                                   2,570,934                    2,532,877
            Vehicles (see note 5)                                         --                      1,100,000
            Computer equipment and software                         10,572,172                    9,399,068
                                                            ----------------------    ---------------------
                                                                    13,143,106                   13,031,945
            Less accumulated depreciation                           (7,306,250)                  (4,601,197)
                                                            ----------------------    ---------------------
                                                                     5,836,856                    8,430,748
                                                            ======================    ======================

</TABLE>


                                       F-34
<PAGE>

                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


       Depreciation expense for the years ended December 31, 2000 and 1999 was
       BEF 2,925,053 and BEF 1,804,242, respectively. During the year ended
       December 31, 2000, the Company disposed of a vehicle with a NBV of
       approximately BEF 880,000. No proceeds were received in relation to this
       disposal, however, a gain of BEF 10,517 was recognized as a result of the
       transfer of related debt (see note 5).

(4)    ACCRUED EXPENSES

       Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,
                                                            -----------------------------------------------
                                                                       2000                      1999
                                                            ---------------------    ----------------------
<S>                                                               <C>                     <C>
            Wages, salary and payroll expenses                       3,340,778                2,408,637
            Value added tax payable                                    139,089                  873,928
            Litigation provision (see note 12)                             --                10,037,500
            Other                                                    1,285,078                1,009,870
                                                            ---------------------    ----------------------
                                                                     4,764,945               14,329,935
                                                            =====================    ======================
</TABLE>

(5)    LONG-TERM DEBT

       On December 31, 1999, the Company assumed an outstanding loan with a
       financial institution related to a Company-used vehicle. During the year
       ended December 31, 2000, the vehicle and the related debt were
       transferred to a former employee of the Company. The net book value of
       the vehicle disposed of was BEF 880,000, resulting in a gain recognized
       by the Company on the disposal of BEF 10,067.

 (6)   INCOME TAXES

       Pretax income (loss) from operations and income taxes consist of the
       following:

<TABLE>
<CAPTION>

                                                          2000              1999
                                                     ---------------   ---------------
<S>                                                    <C>                <C>
        Year ended December 31, 2000:
          Belgium                                        2,235,994         9,963,275
          Foreign                                       11,770,423          (843,737)
                                                     ---------------   ---------------
                                                        14,006,417         9,119,538
                                                     ===============   ===============

</TABLE>

<TABLE>
<CAPTION>

                                                         CURRENT          DEFERRED             TOTAL
                                                      --------------    --------------    -----------------
<S>                                                        <C>              <C>                 <C>
        Year ended December 31, 2000:
          Belgium                                          (962,927)        1,733,991           771,064
          Foreign                                         4,062,395           225,644         4,288,039

</TABLE>

                                       F-35
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


<TABLE>
<S>                                                        <C>              <C>               <C>
                                                      --------------    --------------    -----------------
                                                          3,099,468         1,959,635         5,059,103
                                                      ==============    ==============    =================

        Year ended December 31, 1999:
          Belgium                                           679,291         3,256,759         3,936,050
          Foreign                                                 -          (225,644)         (225,644)
                                                      --------------    --------------    -----------------
                                                            679,291         3,031,115         3,710,406
                                                      ==============    ==============    =================

</TABLE>


       Income tax expense differs from the amounts computed by applying the
       statutory Belgian income tax rate of 40.17% as follows:

<TABLE>
<CAPTION>

                                                                                    DECEMBER 31
                                                                          ---------------------------------
                                                                              2000               1999
                                                                          --------------     --------------

<S>                                                                           <C>                <C>
        Computed "expected" tax expense                                       5,626,378          3,663,318
        Increase (decrease) in income taxes resulting from:
          Nondeductible expenses                                                532,894            346,085
          Differences in foreign tax rates                                     (608,531)            43,621
          Non-taxable equity in earnings of affiliates                         (402,503)                --
          Investment tax credits                                               (126,296)          (330,297)
          Other                                                                  37,161            (12,321)
                                                                          --------------     --------------

        Income tax expense                                                    5,059,103          3,710,406
                                                                          ==============     ==============
</TABLE>


       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets and liabilities are presented below:


<TABLE>
<CAPTION>
                                                                              2000               1999
                                                                          --------------     --------------
<S>                                                                         <C>                <C>
        Deferred tax assets:
             Loss carryforward - The Netherlands                                     --            225,644
          Less valuation allowance                                                                      -
                                                                          --------------     --------------
                   Net deferred tax assets                                           --            225,644
                                                                          --------------     --------------

        Deferred tax liabilities:
          Property, plant and equipment, due to
             differences in depreciation                                        824,247            783,686
          Note receivable related to Carleton litigation
             settlement                                                         350,302          3,005,004
          Litigation accrual not reversed for tax purposes                    4,032,064                 --
          Other                                                                 380,812             64,744
                                                                          --------------     --------------
                   Total gross deferred tax liabilities                       5,587,425          3,853,434
                                                                          --------------     --------------

                   Net deferred tax liabilities                               5,587,425          3,627,790
                                                                          ==============     ==============
</TABLE>


       As of December 31, 1999, the Company had available operating loss
       carryforwards of BEF 644,697 available to offset future taxable income in
       The Netherlands. Loss carryforwards in The Netherlands at December 31,
       1999 were utilized during the year ended December 31, 2000.


                                       F-36
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


(7)    FINANCIAL INCOME (EXPENSE), NET

       Financial income (expense), net consists of the following:

<TABLE>
<CAPTION>

                                                                          2000                 1999
                                                                     ---------------    -------------------
<S>                                                                    <C>                <C>
       Interest expense                                                   (435,323)          (190,790)
       Interest income                                                     675,871            439,715
       Foreign currency transaction gains (losses), net                  1,315,875           (419,420)
                                                                     ---------------    -------------------
                                                                         1,556,423           (170,495)
                                                                     ===============    ===================
</TABLE>


(8)    OTHER INCOME, NET

       Other income, net consists of the following:

<TABLE>
<CAPTION>
                                                                          2000                 1999
                                                                     ---------------    ----------------
<S>                                                                    <C>               <C>
       Settlement with Carleton USA                                             --         18,000,516
       Litigation (provision) reversal (see note 12)                    10,037,500        (10,037,500)
       Other expense, net                                               (1,065,154)          (316,340)
                                                                     ---------------    ----------------
                                                                         8,972,346          7,646,676
                                                                     ===============    ================
</TABLE>


       During 1999, the Company settled certain litigation with a former
       affiliate in the United States regarding the use of developed
       technologies. As a result of this settlement, Minerva was awarded a
       judgment of USD 500,000, to be paid in one installment of USD 300,000 in
       1999 and the remaining installment due in 2001. The total amount of the
       settlement has been recorded within other income for the year ended
       December 31, 1999. The portion of the settlement not paid during 1999 has
       been recorded within notes receivable. As of December 31, 2000 and 1999,
       the carrying value of the note receivable outstanding in relation to this
       settlement is BEF 8,472,050 and 7,480,718, respectively, net of discounts
       for imputed interest of BEF 87,950 and 553,282, respectively.

(9)    RELATED PARTY TRANSACTIONS

       Two of the Company's significant shareholders provide management services
       to the Company. These services consist of technical assistance as well as
       administrative and marketing assistance. Compensation paid to these
       shareholders for the years ended December 31, 2000 and 1999 was BEF
       10,511,558 and 4,542,786, respectively. Amounts payable to these
       shareholders at December 31, 2000 and 1999 were BEF 6,852,283 and
       2,642,639, respectively. Additionally, amounts due from these
       shareholders at December 31, 2000 and 1999, as a result of cash advances
       made to these shareholders, were BEF 27,639 and 3,061,981, respectively.


                                       F-37
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


       These shareholders also have significant ownership interests in a company
       from which Minerva rents office space in Belgium. The rental expense paid
       to this company for the years ended December 31, 2000 and 1999 was BEF
       1,253,219 and 849,312, respectively. Additionally, the Company pays an
       annual management fee to this company of BEF 400,000 per year. Amounts
       payable to this company at December 31, 2000 and 1999 were BEF 1,567,952
       and 2,247,680, respectively. Amounts due from this company at December
       31, 2000 and 1999 resulting from cash advances were BEF 3,145,574 and
       4,400,884, respectively.

       Certain individuals employed by the Company's affiliate, Case Associates
       N.V., are utilized in the revenue producing activities of Minerva. These
       personnel costs, along with other project related costs, are invoiced by
       Case to Minerva on a periodic basis. These amounts are recorded by the
       Company as a component of cost of revenues. The total costs charged
       during the years ended December 31, 2000 and 1999 were BEF 8,076,246 and
       4,822,770, respectively. Amounts payable to Case Belgium at December 31,
       2000 and 1999 were BEF 12,652,049 and 4,057,960, respectively. Amounts
       due from Case Belgium at December 31, 2000 and 1999 resulting from cash
       advances were BEF 321,610 and 3,851,925, respectively.

       Another affiliate of the Company, by way of common management and
       ownership, utilizes certain individuals employed by Minerva in certain of
       their projects. The related payroll and travel costs for these employees
       are charged to this affiliate as incurred. Total costs charged to this
       affiliate during the years ended December 31, 2000 and 1999 were BEF
       1,851,166 and 2,401,838, respectively. Amounts due from this affiliate at
       December 31, 2000 and 1999 were BEF 682,629 and 1,615,487, respectively.

       The following table summarizes the classification of related party
       expenses as reflected in the Company's Statement of Operations:

<TABLE>
<CAPTION>
                                                             2000              1999
                                                        ---------------    -------------
<S>                                                         <C>                <C>
          Cost of revenues                                  8,076,246          4,822,770
          Selling, general and administrative              10,313,611          3,390,260
                                                        ---------------    -------------
                                                           18,389,857          8,213,030
                                                        ===============    =============
</TABLE>


(10)   RISKS AND UNCERTAINTIES

       International Operations:

       The Company's revenues are derived primarily in Belgium and The
       Netherlands. However, potential future growth outside the Eurozone
       countries could expose the Company to risks associated with the impact of
       fluctuations in foreign exchange rates.

       Concentration of Customers and Credit Risks:


                                       F-38
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


       The Company's sales procedures generally do not require collateral. The
       Company maintains credit procedures to evaluate the credit worthiness of
       prospective customers and employs personnel specifically for the purpose
       of monitoring and collecting accounts receivable. Issues regarding
       customer accounts are immediately brought to the attention of management
       for resolution.

       For the years ended December 31, 2000 and 1999, 4 and 5 customers
       accounted for 52% and 75% of revenues, respectively. As of December 31,
       2000 and 1999, 3 and 4 customers, respectively, accounted for 59% and 64%
       of trade receivables, respectively.


                                       F-39
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


(11) SEGMENT INFORMATION

      Under SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
      RELATED INFORMATION, the Company is required to disclose certain
      information about its operating segments, as defined and used by
      management, as well as certain information concerning geographical and
      customer bases. Based on the Company's current revenue producing
      activities and operations, as well as on the tools used by management to
      evaluate the business, the Company has determined that it operates in one
      segment. However, certain geographical and customer information is
      presented below:

      The following table summarizes revenues recorded based on the geographic
      area where products are sold or where services are provided:

<TABLE>
<CAPTION>
                                                                            2000               1999
                                                                       ---------------     --------------
<S>                                                                       <C>                 <C>
        Belgium                                                           47,406,306          51,416,614
        The Netherlands                                                   41,676,103           6,882,124
                                                                       ---------------     --------------
                                                                          89,082,409          58,298,738
                                                                       ===============     ==============

</TABLE>

      The following table summarizes property and equipment employed in the
      Company's business, by geographical area:

<TABLE>
<CAPTION>
                                                                                  DECEMBER 31
                                                                       ----------------------------------
                                                                            2000               1999
                                                                       ---------------     --------------
<S>                                                                        <C>                 <C>
        Belgium                                                            5,758,219           8,430,748
        The Netherlands                                                       78,637                  --
                                                                       ---------------     --------------
                                                                           5,836,856           8,430,748
                                                                       ===============     ==============
</TABLE>


 (12)  COMMITMENTS AND CONTINGENCIES

       Liabilities for loss contingencies arising from claims, assessments,
       litigation, fines and penalties, and other sources are recorded when it
       is probable that a liability has been incurred and the amount of the
       assessment and/or remediation can be reasonably estimated.


                                       F-40
<PAGE>


                              MINERVA SOFTCARE N.V.

                          Notes to Financial Statements

                           December 31, 2000 and 1999


       The Company is the defendant to a claim filed by one of the Company's
       former sales agents in 1999. The sales agent has claimed reimbursement
       for certain expenses allegedly incurred on behalf of Minerva as well as
       fees related to consulting services rendered. As of December 31, 1999,
       the Company established a provision for the full amount of the claim,
       approximately BEF 10 million. In March 2000, a decision conclusion was
       reached by the courts in favor of Minerva. While appeals are pending, the
       Company believes that payment of the amounts claimed is no longer
       probable. As a result, the Company has reversed the established provision
       as of December 31, 2000 within other income, net.

       The Company is involved in other legal proceedings and claims arising in
       the ordinary course of business. Management believes that the disposition
       of these matters will not have a material adverse effect on the
       financial position or results of operations of the Company.

(13)   SUBSEQUENT EVENTS

       As discussed in note 1, 25% of the outstanding shares of the Company were
       acquired in December 2000 by New Generation Partners B.V., a Netherlands
       entity. In February 2001, the remaining 75% of the Company has been
       acquired by New Generation Partners, Inc, a wholly-owned subsidiary of
       New Generation Holdings, Inc. and the parent of New Generation Partners
       B.V. The acquisition was effected by the issuance of 2,682,671 shares of
       New Generation Holdings, Inc. common stock to each of the two
       shareholders of Minerva.


                                       F-41
<PAGE>



                                   Signatures

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Company has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          New Generation Holdings, Inc.
                                          (Registrant)


                                          /s/ Paul Hokfelt
                                          -------------------------------------
                                          Paul Hokfelt
                                          President and Chief Executive Officer
                                          (Chief Presiding Officer)


         In accordance with the Exchange Act, this report has been signed
below on April 17, 2001 by the following persons in the capacities indicated:


                                          /s/ Paul Hokfelt
                                          -------------------------------------
                                          Paul Hokfelt
                                          President, Chief Executive Officer
                                          and Director (Principal Executive
                                          Officer)

                                          /s/ Anna Karin Portunato
                                          -------------------------------------
                                          Anna Karin Portunato
                                          Chief Financial Officer
                                          (Principal Financial and Accounting
                                          Officer)

                                          /s/ Thomas Marshall
                                           ------------------------------------
                                          Thomas Marshall
                                          Director and Secretary

                                          /s/ Jacques Mot
                                          -------------------------------------
                                          Jacques Mot
                                          Director and Chairman

                                          /s/ Marcel Rokegem
                                          ------------------------------------
                                          Marcel Rokegem
                                          Director

<PAGE>

                          New Generation Holdings, Inc.
                                List of Exhibits

<TABLE>
<S><C>
         ++(3)      (i)        Amended and Restated Certificate of Incorporation
         ++         (ii)       By-Laws
         ++(4)      (i)        Specimen Certificate for Common Stock
         ++         (ii)       Form of Warrant at $6.00 expiring 2 years after
                               Commencement Date
         ++         (iii)      Form of Warrant at $12.00 expiring March 5, 2004
         ++         (iv)       Form of Warrant at $12.00 expiring February 24, 2004
         ^          (v)        Form of Warrant at $8.00 expiring 2 years after
                               Commencement Date
         ++(10)     (i)        Employment Agreement of Paul Hokfelt dated January 25,
                               2000
         +          (ii)       Line of Credit Agreement dated as of April 15, 1999
         +          (iii)      Consulting Agreement dated as of April 15, 1999
         #          (iv)       Strategic Collaboration Agreement dated as of March 31,
                               2000 by and between the Company and New Generation
                               Partners, Inc., on one hand, and Double Impact, Inc., on
                               the other
         ^          (v)        Share Transfer Agreement dated as of March 31, 2000 by
                               and among Bachkine & Meyer Industries, S.A., Double
                               Impact, Inc. and the Company.
         ^          (vi)       Termination Agreement dated as of April 15, 2000 by and
                               between the Company and BAMI Consulting, S.A.
         ^          (vii)      Subscription Agreement dated as of April 10, 2000 by and
                               between the Company and Gauk Holding, Inc.
         ^          (viii)     Subscription Agreement dated as of April 10, 2000 by and
                               between the Company and Mercer International S.A.
                    (ix)       (Reserved)
         #          (x)        Form of Subscription Agreement
         #          (xi)       Amendment to Line of Credit Agreement, dated July 15, 2000,
                               between the Company and Bachkine & Meyer Industries, S.A.
         **         (xii)      Loan Retirement Agreement dated as of November 13, 2000
                               by and between the Company and Bachkine & Meyer
                               Industries SA.
         **         (xiii)     Consulting Fee Conversion Agreement dated as of November
                               13, 2000 by and between the Company and BAMI Consulting,
                               Inc.
         ***        (xiv)      Share Exchange Agreement dated as of December 29, 2000
                               by and among the Company and New Generation Partners,
                               Inc., on one hand, and Icare BVBA, Rapide BVBA, Rene De
                               Vleeschauwer and Robert Jordaens.
         ****       (xv)       Share Exchange Agreement dated as of February 28, 2000
                               by and among the Company and New Generation Partners,
                               Inc., on one hand, and Icare BVBA, Rapide BVBA, Rene De
                               Vleeschauwer and Robert Jordaens.
         *          (xvi)      Consulting Agreement by and between New Generation
                               Partners, Inc and Jacques Mot dated as of July 5, 2000.
         *(21)                 Subsidiaries of the Registrant
</TABLE>

<PAGE>

-----------------------------
*        Filed herewith
+        Incorporated by reference to the Company's Form 10-QSB for the period
         ending June 30, 1999 filed on August 23, 1999.
++       Incorporated by reference to the Company's Form 10-KSB for the period
         beginning April 15, 1999 and ending December 31, 1999 filed on March
         30, 2000.
^        Incorporated by reference to the Company's Form 10-QSB for the period
         ending March 31, 2000 filed on May 23, 2000.
#        Incorporated by reference to the Company's Form 10-QSB for the period
         ending June 30, 2000 filed on August 30, 2000.
**       Incorporated by reference to the Company's Form 10-QSB for the period
         ending September 30, 2000 filed on November 21, 2000.
***      Incorporated by reference to the Company's Form 8-K filed on February
         28, 2001
****     Incorporated by reference to the Company's Form 8-K filed on March 12,
         2001