UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549









FORM
10-K







x ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
year ended December 31, 2008





 ̈   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.(Exact
      name of registrant as specified in its
charter)




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




c/o
      245 Park Avenue
                New York, New York 10167Address
      of principal executive offices) (Zip
Code)




Issuer's
telephone number: (212) 792-4030




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


Title of each class
              
              Name of each exchange on which
      registeredNone
              
              None




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





Common Stock, par value
$.001 per share





Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act.   ̈ Yes þ No








Indicate
by check mark whether the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  ̈ Yes þ No





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. þ Yes   ̈ No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrants’ knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      accelerated filer
                   ̈
                
                Accelerated
                  filer
       ̈
                
                Non-accelerated
      filer  ̈
                  (Do
      not check if a smaller reporting
                  company)
                
                Smaller
      reporting
                  company þ





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). þ Yes
 ̈ No





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates as of June 30, 2008 was approximately $847,419, computed by
reference to the closing sales price of the registrant’s common stock as
reported by the OTC Bulletin Board.





APPLICABLE
ONLY TO CORPORATE ISSUERS





The
number of shares outstanding of the registrant's Common Stock, par value $.001
per share (the "Common Stock"), as of March 10, 2009 was
99,956,045.







TABLE
OF CONTENTS





PagePART IItem
      1.
                        Business
                        4Item
      1A.
                        Risk
      Factors
                        5Item
      2.
                        Properties
                        9Item
      3.
                        Legal
      Proceedings
                        9Item
      4.
                        Submission
      of Matters to a Vote of Security Holders
                        9PART IIItem
      5.
                        Market
      For Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                        10Item
      6.
                        Selected
      Financial Data
                        11Item
      7.
                        Management's
      Discussion and Analysis of Financial Condition and Results of
      Operation
                        11Item
      7A.
                        Quantitative
      and Qualitative Disclosures About Market Risk
                        17Item
      8.
                        Financial
      Statements and Supplementary Data
                        18Item
      9.
                        Changes
      In and Disagreements With Accountants on Accounting And Financial
      Disclosure
                        19Item
      9A.
                        Controls
      And Procedures
                        19Item
      9A(T).
                        Controls
      And Procedures
                        19Item
      9B.
                        Other
      Information
                        20PART IIIItem
      10.
                        Directors,
      Executive Officers and Corporate Governance
                        21Item
      11.
                        Executive
      Compensation
                        23Item
      12.
                        Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                        24Item
      13.
                        Certain
      Relationships and Related Transactions, Director
    Independence
                        25Item
      14.
                        Principal
      Accounting Fees and Services
                        25PART IVItem
      15.
                        Exhibits,
      Financial Statement Schedules
                        26Signatures
                        
                        29




3


PART
I





FORWARD-LOOKING
STATEMENTS





Statements
used in this Form 10-K, 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 made orally with the approval of an authorized
executive officer of the Company that utilize 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
speaking to anticipated actions, results or projections in the future 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 cautions readers not to place undue reliance on any
such statements and that 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.  BUSINESS.





New
Generation Holdings, Inc. ("we," "us," "NGH", “our” or the "Company") is a
Delaware corporation founded in 1999.





THE COMPANY CURRENTLY HAS NO
OPERATING BUSINESS AND IS A “SHELL” COMPANY WITH NO MATERIAL ASSETS AND NO
OPERATIONS.





As
discussed in more detail below under “MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION - MANAGEMENTS PLAN OF OPERATION”, as a “shell” company, the
Company currently does not engage in any business activities that provide cash
flow. Going forward, we will seek to enter into a business combination with
another entity, though no material discussions have yet been had with respect to
any potential business combination and there can be no assurance that we will be
successful in entering into any business combination transaction.





Recent Development - Reverse
Split, Conversion of Series B Preferred Stock  and Ownership of 95% of
Company by CEO





OUR PRESIDENT AND CHIEF
EXECUTIVE OFFICER CURRENTLY OWNS APPROXIMATELY 95% OF OUR COMMON
STOCK.





On July
7, 2008, at the Annual Meeting of Stockholders of the Company, the stockholders
approved a 1-for-10 reverse stock split of the Company’s Common Stock (the
“Reverse Split”). The Reverse Split became effective on August 1, 2008. In
connection with the Reverse Split, a new trading symbol was assigned to shares
of the Company’s post-Reverse Split Common Stock, that new symbol being
“NGHO”.





Also on
July 7, 2008 at the Annual Meeting of Stockholders of the Company, the
stockholders ratified a Debt Exchange Agreement entered into with Mr. Jacques
Mot, the Company’s President and Chief Executive Officer, pursuant to which the
amount of $207,429 by which the Company was indebted to Mr. Mot, which amount
represented all outstanding cash advances made to the Company by Mr. Mot through
December 31, 2007, was exchanged by Mr. Mot for 91,081 newly issued shares of
the Company’s Series B Preferred Stock. Pursuant to the terms of the Series B
Preferred Stock, upon the effectiveness of the Reverse Split on August 1, 2008,
each share of Series B Preferred Stock held by Mr. Mot automatically converted
into 1,000 shares of the Company’s post-Reverse Split Common Stock (the
“Automatic Conversion”).


4





AFTER
GIVING EFFECT TO THE REVERSE SPLIT AND THE AUTOMATIC CONVERSION AND INCLUDING
SHARES OF COMMON STOCK OWNED BY MR. MOT PRIOR THERETO, MR. MOT CURRENTLY OWNS
94,958,208, OR APPROXIMATELY 95%, OF THE CURRENTLY OUTSTANDING SHARES OF COMMON
STOCK OF THE COMPANY.





Spin Off of
Plastinum





At December 31, 2006, we owned
approximately 94% of the issued and outstanding equity securities of Plastinum
Polymer Technologies Corp., formerly known as Plastinum Corp.
(“Plastinum”).  On February 20, 2007, we effected a pro rata
distribution (or "spin off") of Plastinum to our stockholders whereby our
stockholders of record as of that date received one share of Plastinum common
stock for each share of our common stock the stockholder owned, and the Company
no longer owns any interest in Plastinum or Plastinum’s business. Consequently,
we currently have no operating business and are a “shell” company with no
material assets and no material operations.  The operations of Plastinum are
presented as discontinued operations in the accompanying consolidated financial
statements.





Number of
Employees





As of
December 31, 2008, we had one employee, Jacques Mot, our Chief Executive
Officer.  We have no full-time employees.  We also use
independent contractors to fulfill administrative functions.





Costs and Effects of
Compliance with Environmental Laws




NGH does
not have any costs associated with compliance with environmental laws or
regulations.





Customers;
Suppliers





NGH has
no customers or suppliers and is therefore not dependent on any customer or
supplier.





Patent and
Trademarks




NGH
currently does not own any patents, trademarks or licenses of any
kind.





ITEM
1A.  RISK FACTORS





An investment in our company is
suitable only for the persons who can afford the loss of their entire
investment.  Accordingly, investors should carefully consider the following
risk factors, as well as other information set forth herein, in making an
investment decision with respect to our securities. We have sought to identify what we
believe to be all material risks to our business, but we cannot predict whether,
or to what extent, any of such risks may be realized nor can we guarantee that
we have identified all possible risks that might arise.





The
Company has No Business Operations and No Material Assets





At
December 31, 2006, the Company’s sole business operations consisted of the
business conducted through its approximately 94% owned subsidiary,
Plastinum.





EFFECTIVE FEBRUARY 20, 2007,
THE COMPANY “SPUN OFF” PLASTINUM TO ITS STOCKHOLDERS AND NOW NO LONGER OWNS ANY
INTEREST IN PLASTINUM OR THE PLASTINUM BUSINESS DISCUSSED HEREIN AND CURRENTLY
HAS NO BUSINESS OPERATIONS AND IS A "SHELL" COMPANY WITH NO MATERIAL ASSETS OR
OPERATIONS.




5




Our
CEO Owns 95% of Our Common Stock





As
discussed above under “Recent Development–Reverse Split, Conversion
of Series B Preferred Stock  and Ownership of 95% of Company by CEO”,
MR. JACQUES MOT, OUR
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OWNS APPROXIMATELY
95% OF THE CURRENTLY OUTSTANDING SHARES OF COMMON STOCK OF THE
COMPANY.





Our
Financial Results May Be Affected By Factors Outside Of Our Control





Our
future operating results may vary significantly from quarter to quarter due to a
variety of factors, many of which are outside of our control. Our anticipated
expense levels are based, in part, on our estimates of future revenues but may
vary from what we expect. We may be unable to adjust spending rapidly enough to
compensate for any unexpected revenues shortfall. Accordingly, any significant
shortfall in revenues in relation to our planned expenditures would materially
adversely affect our business, operating results, and financial
condition.




We cannot
predict with certainty our revenues and operating results. Further, we believe
that period-to-period comparisons of our operating results are not necessarily a
meaningful indication of future performance.





Employees





As of
December 31, 2008, we had one employee, Jacques Mot, our Chief Executive
Officer. Prior to January 1, 2005, Mr. Mot served as a consultant.





Dependence
Upon Management





Our
future performance and success are dependant upon the efforts and abilities of
our management. To a very significant degree, we are dependent upon the
continued services of Jacques Mot, our president and chief executive officer. We
do not maintain key man life insurance on Mr. Mot.




Lack
Of Independent Directors





We do not
have a majority of independent directors on our board of directors and we cannot
guarantee that our board of directors will have a majority of independent
directors in the future. In the absence of a majority of independent directors,
our executive officers, which are also principal stockholders and directors,
could establish policies and enter into transactions without independent review
and approval thereof. This could present the potential for a conflict of
interest between our stockholders and us generally and the controlling officers,
stockholders or directors.





Limitation
Of Liability And Indemnification Of Officers And Directors





Our
officers and directors are required to exercise good faith and high integrity in
our management affairs. Our Certificate of Incorporation provides, however, that
our officers and directors shall have no liability to our stockholders for
losses sustained or liabilities incurred which arise from any transaction in
their respective managerial capacities unless they violated their duty of
loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly violated the law, approved an improper dividend or stock repurchase,
or derived an improper benefit from the transaction. Our articles and bylaws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate our business or conduct the internal affairs, provided that in
connection with these activities they act in good faith and in a manner that
they reasonably believe to be in, or not opposed to, our best interests, and
their conduct does not constitute gross negligence, misconduct or breach of
fiduciary obligations.




6




Disclosure
Controls and Procedures




We
currently have only one employee. Given our limited personnel and limited
resources, we may be unable to maintain effective controls to insure that we are
able to make all required public filings in a timely manner.  If we do
not make all public filings in a timely manner, our shares of common stock may
be delisted from the OTC Bulletin Board.  We could also be subject to
regulatory action and/or lawsuits by stockholders.





Certificate
of Incorporation Grants the Board of Directors the Power to Designate and Issue
Additional Shares of Common and/or Preferred Stock.




Our
certificate of incorporation grants our Board of Directors authority to, without
any action by our stockholders, designate and issue, from our authorized
capital, shares in such classes or series (including classes or series of common
stock and/or preferred stock) as it deems appropriate and establish the rights,
preferences, and privileges of such shares, including dividends, liquidation and
voting rights. The rights of holders of classes or series of common stock or
preferred stock that may be issued could be superior to the rights of the common
stock offered hereby.  Our board of directors’ ability to designate and
issue shares could impede or deter an unsolicited tender offer or takeover
proposal. Further, the issuance of additional shares having preferential rights
could adversely affect other rights appurtenant to the shares of common stock
offered hereby. Any such issuances will dilute the percentage of ownership
interest of our stockholders and may dilute our book value.




Lack of
Liquid Trading Market
for Common Stock





Although
our stock is quoted on the OTC Bulletin Board (the “OTCBB”) under the symbol
“NGHO”, the market for our common stock is not liquid as there have been days
when our stock did not trade even though it is was quoted.





Limited
Market Due To Penny Stock





Our stock
differs from many stocks, in that it is considered a penny stock. The
Securities and Exchange Commission has adopted a number of rules to regulate
penny stocks. These rules include, but are not limited to, Rules 3a5l-l, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange
Act of 1934, as amended. Because our securities probably constitute penny stock
within the meaning of the rules, the rules would apply to our securities and us.
The rules may further affect the ability of owners of our stock to sell their
securities in any market that may develop for them. There may be a limited
market for penny stocks, due to the regulatory burdens on broker-dealers. The
market among dealers may not be active. Investors in penny stock often are
unable to sell stock back to the dealer that sold them the stock. The mark-ups
or commissions charged by the broker-dealers may be greater than any profit a
seller may make. Because of large dealer spreads, investors may be unable to
sell the stock immediately back to the dealer at the same price the dealer sold
the stock to the investor. In some cases, the stock may fall quickly in value.
Investors may be unable to reap any profit from any sale of the stock, if they
can sell it at all.





Stockholders
should be aware that, according to the Securities and Exchange Commission
Release No. 34-29093, the market for penny stocks has suffered in recent years
from patterns of fraud and abuse. These patterns include: control of the market
for the security by one or a few broker-dealers that are often related to the
promoter or issuer; manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; “boiler room”
practices involving high pressure sales tactics and unrealistic price
projections by inexperienced sales persons; excessive and undisclosed bid-ask
differentials and markups by selling broker-dealers; and the wholesale dumping
of the same securities by promoters and broker-dealers after prices have been
manipulated to a desired level, along with the inevitable collapse of those
prices with consequent investor losses.




7


Furthermore,
the penny stock designation may adversely affect the development of any public
market for our shares of common stock or, if such a market develops, its
continuation. Broker-dealers are required to personally determine whether an
investment in penny stock is suitable for customers. Penny stocks are securities
(i) with a price of less than five dollars per share; (ii) that are not traded
on a "recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); and (iv) of an issuer with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years), or
with average annual revenues of less than $6,000,000 for the last three years.
Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in our common stock
are urged to obtain and read such disclosure carefully before purchasing any
shares that are deemed to be penny stock. Rule 15g-9 of the Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that
investor.





This
procedure requires the broker-dealer to (i) obtain from the investor information
concerning his financial situation, investment experience and investment
objectives; (ii) reasonably determine, based on that information, that
transactions in penny stocks are suitable for the investor and that the investor
has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for the Company's
stockholders to resell their shares to third parties or to otherwise dispose of
them.





The
Trading Price Of Our Common Stock May Decrease Due To Factors Beyond Our
Control





The
trading price of our common stock will be subject to significant fluctuations in
response to numerous factors, including:





·
            Variations
      in anticipated or actual results of operations;·
            Announcements
      of new products or technological innovations by us or our
      competitors;·
            Changes
      in earnings estimates of operational results by
  analysts;·
            Results
      of product demonstrations;·
            Inability
      of market makers to combat short positions on the
stock;·
            Inability
      of the market to absorb large blocks of stock sold into the
      market;·
            Comments
      about us or our markets posted on the
Internet.




Moreover,
the stock market from time to time has experienced extreme price and volume
fluctuations, which have particularly affected the market prices for emerging
growth companies and which often have been unrelated to the operating
performance of the companies. These broad market fluctuations may adversely
affect the market price of our common stock. If our stockholders sell
substantial amounts of their common stock in the public market, the price of our
common stock could fall. These sales also might make it more difficult for us to
sell equity or equity related securities in the future at a price we deem
appropriate.





We
Pay No Dividends





We have
never declared nor paid cash dividends on our capital stock. We currently intend
to retain any earnings for funding growth however these plans may change
depending upon capital raising requirements.




Sarbanes-Oxley
and Federal Securities Laws Reporting Requirements Can Be Expensive




As a
public reporting company, we are subject to the Sarbanes-Oxley Act of 2002, as
well as the information and reporting requirements of the Securities Exchange
Act of 1934, as amended, and other federal securities laws. The costs of
compliance with the Sarbanes-Oxley Act and of preparing and filing annual and
quarterly reports, proxy statements and other information with the SEC, and
furnishing audited reports to shareholders, are significant and may increase in
the future.


8




Potential
Inability to Make Required Public Filings





We
currently have only one employee and no material assets. Given our limited
personnel and limited resources, we may be unable to continue to make all
required public filings in a timely manner, in which case shares of our common
stock may be delisted from the OTC Bulletin Board. We could also be subject to
regulatory action and/or lawsuits by stockholders.





Doubt
as to Ability to Continue as Going Concern





The
Company's independent certified public accountant has stated in their report
included in this Annual Report that we have suffered recurring losses
from operations that raise substantial doubt about our ability to continue as a
going concern.





ITEM
2.  PROPERTIES.





NGH does
not own or make lease payments on any real property.





ITEM
3. LEGAL PROCEEDINGS.




As of
December 31, 2008, we are not a party to any pending legal proceeding and our
property is not subject to any pending legal proceeding, and no such proceedings
are known to the Company to be threatened or contemplated against
it.




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





None.




9


PART
II




ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.





Market
Information





Our
common stock currently trades on the OTC Bulletin Board under the symbol
“NGHO”.  On March 10, 2009, the last sales price for our common stock
as reported by the OTC Bulletin Board was $0.005 per share.





On August
1, 2008, a 1-for-10 reverse split of our common stock was
effective.  The following table sets forth for the periods indicated
the high and low sales prices for our common stock as reported by the OTC
Bulletin Board.  The historical sales prices prior to August 1, 2008
have been adjusted to reflect the effectiveness of the reverse
split.




High
                  
                  
                  Low4th
      Quarter 2008, ended 12/31/08
                  
                  $
                  0.01
                  
                  
                  $
                  0.0053rd
      Quarter 2008, ended 9/30/08
                  
                  $
                  0.08
                  
                  
                  $
                  0.0022nd
      Quarter 2008, ended 6/30/08
                  
                  $
                  0.018
                  
                  
                  $
                  0.0061st
      Quarter 2008, ended 3/31/08
                  
                  $
                  0.022
                  
                  
                  $
                  0.0154th
      Quarter 2007, ended 12/31/07
                  
                  $
                  0.08
                  
                  
                  $
                  0.023rd
      Quarter 2007, ended 9/30/07
                  
                  $
                  0.10
                  
                  
                  $
                  0.042nd
      Quarter 2007, ended 6/30/07
                  
                  $
                  0.30
                  
                  
                  $
                  0.081st
      Quarter 2007, ended 3/31/07
                  
                  $
                  6.55
                  
                  
                  $
                  0.31





Holders





The
number of record holders of our common stock as of March 10, 2009, was
approximately 153 based on information received from our transfer agent. 
This amount excludes an indeterminate number of shareholders whose shares are
held in “street” or “nominee” name.




Dividend
Policy





We have
not paid any dividends since our inception and we do not anticipate or
contemplate paying dividends on our common stock in the foreseeable
future.  It is our present intention to utilize all available funds
for the development of our business.




Securities Authorized for
Issuance Under Equity Compensation Plans





None.





Recent Sales of Unregistered
Securities





This item
is not applicable.




Issuer Purchases of Equity
Securities





There
were no repurchases of equity securities by the us or any affiliated purchasers
during the fourth quarter of the year ended December 31, 2008.


10





ITEM 6.  SELECTED FINANCIAL
DATA.





This item
is not applicable.





ITEM
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.





Statements
used in this Form 10-K, 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 made orally with the approval of an authorized
executive officer of the Company that utilize 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
speaking to anticipated actions, results or projections in the future 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, scuh as those set forth above under “Risk
Factors”.  The Company cautions readers not to place undue reliance on
any such statements and that 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.





The
following discussion should be read in conjunction with our consolidated
financial statements and related notes included as part of this
report.





Recent Development - Reverse
Split, Conversion of Series B Preferred Stock  and Ownership of 95% of
Company by CEO





OUR PRESIDENT AND CHIEF
EXECUTIVE OFFICER CURRENTLY OWNS APPROXIMATELY 95% OF OUR COMMON
STOCK.





On July
7, 2008, at the Annual Meeting of Stockholders of the Company, the stockholders
approved a 1-for-10 reverse stock split of the Company’s Common Stock (the
“Reverse Split”). The Reverse Split became effective on August 1, 2008. In
connection with the Reverse Split, a new trading symbol was assigned to shares
of the Company’s post-Reverse Split Common Stock, that new symbol being
“NGHO”.





Also on
July 7, 2008 at the Annual Meeting of Stockholders of the Company, the
stockholders ratified a Debt Exchange Agreement entered into with Mr. Jacques
Mot, the Company’s President and Chief Executive Officer, pursuant to which the
amount of $207,429 by which the Company was indebted to Mr. Mot, which amount
represented all outstanding cash advances made to the Company by Mr. Mot through
December 31, 2007, was exchanged by Mr. Mot for 91,081 newly issued shares of
the Company’s Series B Preferred Stock. Pursuant to the terms of the Series B
Preferred Stock, upon the effectiveness of the Reverse Split on August 1, 2008,
each share of Series B Preferred Stock held by Mr. Mot automatically converted
into 1,000 shares of the Company’s post-Reverse Split Common Stock (the
“Automatic Conversion”).





AFTER
GIVING EFFECT TO THE REVERSE SPLIT AND THE AUTOMATIC CONVERSION AND INCLUDING
SHARES OF COMMON STOCK OWNED BY MR. MOT PRIOR THERETO, MR. MOT CURRENTLY OWNS
94,958,208, OR APPROXIMATELY 95%, OF THE CURRENTLY OUTSTANDING SHARES OF COMMON
STOCK OF THE COMPANY.




11




Critical Accounting
Policies





The
preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements; we believe the following
critical accounting policies involve the most complex, difficult and subjective
estimates and judgments:





Use
of Estimates





The
preparation of consolidated 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 may differ from those
estimates.





Going
Concern




On
February 20, 2007, we effected a pro rata distribution (or "spin off") of
Plastinum Polymer Technologies Corp., formerly known as Plastinum Corp.
(“Plastinum”) to our stockholders whereby our stockholders of record as of
that date received one share of Plastinum common stock for each share of our
common stock the stockholder owned, and the Company no longer owns any interest
in Plastinum or Plastinum’s business. CONSEQUENTLY, WE CURRENTLY
HAVE NO OPERATING BUSINESS AND ARE A “SHELL” COMPANY WITH NO MATERIAL ASSETS OR
OPERATIONS. At present, we have insufficient capital on hand to fund our
operations through 2008. The foregoing matters raise substantial doubt about our
ability to continue as a going concern.





Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements
(“SFAS 157”).  SFAS 157 defines fair value to be the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date and emphasizes
that fair value is a market-based measurement, not an entity-specific
measurement.  It establishes a fair value hierarchy and expands disclosures
about fair value measurements in both interim and annual periods. SFAS 157 is
effective for fiscal years beginning after November 15, 2007 and interim periods
within those fiscal years.  The Company adopted SFAS 157 on January 1, 2008
which did not have a material impact on its consolidated financial position and
results of operations. The Company also adopted the deferral provisions of the
Financial Accounting Standards Board Staff Position No. 157-2, which delays
the effective date of SFAS No. 157 for all nonrecurring fair value
measurements of non-financial assets and liabilities until fiscal years
beginning after November 15, 2008.





Fair
value is defined as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date.  SFAS No. 157 also
expands disclosures about instruments measured at fair value and establishes a
fair value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair
value.  The standard describes three levels of inputs that may be used to
measure fair value:




Level 1 —
Quoted prices for identical assets and liabilities in active
markets;




Level 2 —
Quoted prices for similar assets and liabilities in active markets; quoted
prices for identical or similar assets and liabilities in markets that are not
active; and model-derived valuations in which all significant inputs and
significant value drivers are observable  in active markets;
and


12




Level 3 —
Valuations derived from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable.




The
Company designates cash equivalents as Level 1. As of December 31, 2008 and
2007, the Company did not have any cash equivalents, therefore there were no
assets measured at fair value.





In
February 2007, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities-Including an
Amendment of FASB Statement No. 115 (“SFAS 159”).  SFAS 159
permits entities to measure eligible assets and liabilities at fair
value.  Unrealized gains and losses on items for which the fair value
option has been elected are reported in earnings.  SFAS 159 is
effective for fiscal years beginning after November 15, 2007.  The
Company adopted SFAS 159 on January 1, 2008 and did not elect the fair value
option which did not have a material impact on its consolidated financial
position and results of operations.





In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141R, Business Combinations, and
Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in
Consolidated Financial Statements,   an amendment of ARB No.
51.  These new standards significantly change the accounting for and
reporting of business combination transactions and noncontrolling interests
(previously referred to as minority interests) in consolidated financial
statements.  Both standards are effective for fiscal years beginning on or
after December 15, 2008, with early adoption prohibited. These Statements are
effective for the Company beginning on January 1, 2009.  The Company is
currently evaluating the provisions of FAS 141(R) and FAS 160.





In March
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 161, Disclosures About Derivative
Instruments and Hedging Activities,   an amendment of FASB Statement No.
133.  This new standard enhances the disclosure requirements related
to derivative instruments and hedging activities required by FASB Statement No. 133. 
This standard is effective for fiscal years and interim periods beginning after
November 15, 2008, with early adoption encouraged. The Company adopted the
required provisions of SFAS 161 on January 1, 2008 and the adoption did not have
a significant impact on its consolidated financial position and results of
operations.





In April
2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142, “Goodwill and Other
Intangible Assets”.   The Company is required to adopt FSP 142-3 on
January 1, 2009.  The guidance in FSP 142-3 for determining the
useful life of a recognized intangible asset shall be applied prospectively to
intangible assets acquired after adoption, and the disclosure requirements shall
be applied prospectively to all intangible assets recognized as of, and
subsequent to, adoption.  The Company is currently evaluating the
impact of FSP 142-3 on its consolidated financial position, results of
operations or cash flows.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  This Statement will not have
an impact on the Company’s consolidated financial statements.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts, an interpretation of FASB Statement No. 60.”  The
scope of this Statement is limited to financial guarantee insurance (and
reinsurance) contracts, as described in this Statement, issued by enterprises
included within the scope of Statement 60. Accordingly, this Statement does not
apply to financial guarantee contracts issued by enterprises excluded from the
scope of Statement 60 or to some insurance contracts that seem similar to
financial guarantee insurance contracts issued by insurance enterprises (such as
mortgage guaranty insurance or credit insurance on trade receivables). This
Statement also does not apply to financial guarantee insurance contracts that
are derivative instruments included within the scope of FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities.” This Statement
will not have an impact on the Company’s consolidated financial
statements.


13




In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" ("FSP APB 14-1").  FSP
APB 14-1 requires the issuer of certain convertible debt instruments that
may be settled in cash (or other assets) on conversion to separately account for
the liability (debt) and equity (conversion option) components of the instrument
in a manner that reflects the issuer's non-convertible debt borrowing
rate.  FSP APB 14-1 is effective for fiscal years beginning after
December 15, 2008 on a retroactive basis.  The Company is
currently evaluating the potential impact, if any, of the adoption of FSP
APB 14-1 on its consolidated financial position, results of operations or
cash flows.





Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not, or are not believed by
management to, have a material impact on the Company's present or future
consolidated financial





MANAGEMENT'S
PLAN OF OPERATION





The
following discussion and analysis provides information which our management
believes to be relevant to an assessment and understanding of our results of
operations and financial condition. This discussion should be read together with
our consolidated financial statements and the notes to financial statements,
which are included in this report.





ON FEBRUARY 20, 2007, THE
COMPANY EFFECTED THE SPIN OFF OF ITS PLASTINUM SUBSIDIARY AS DETAILED ABOVE.
CONSEQUENTLY, WE CURRENTLY HAVE NO OPERATING BUSINESS AND ARE A “ SHELL ”
COMPANY WITH NO MATERIAL ASSETS OR OPERATIONS .




As a
“shell” company, the Company currently does not engage in any business
activities that provide cash flow. Going forward, we will seek to enter into a
business combination with another entity, though no material discussions have
yet been had with respect to any potential business combination and there can be
no assurance that we will be successful in entering into any business
combination transaction.





In
investigating and seeking a business combination, we may pursue an acquisition
strategy whereby we will acquire businesses with a history of operating revenues
in markets that provide room for growth. We intend to engage in identifying,
investigating and, if investigation warrants, acquiring companies that will
enhance revenues and increase shareholder value. The focus of such a strategy is
to pursue growth by acquiring undervalued businesses with a history of operating
revenues. We will utilize several criteria to evaluate prospective acquisitions
including whether the business to be acquired (1) is an established business
with viable services or products, (2) has an experienced and qualified
management team, (3) has room for growth and/or expansion into other markets,
(4) is accretive to earnings, (5) offers the opportunity to achieve and/or
enhance profitability, and (6) increases shareholder value. Due to our limited
financial resources, in order to complete an acquisition, we will be required to
seek additional financing, through either equity or debt financing.




Alternatively,
a business combination may involve the acquisition of, or merger with, a company
which desires to establish a public trading market for its shares, while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering. A company may desire to
become publicly traded for certain perceived benefits which may include, among
other things, facilitating or improving the terms on which additional equity
financing may be obtained, providing liquidity for the principals of and
investors in a business, creating a means for providing incentive stock options
or similar benefits to key employees, and offering greater flexibility in
structuring acquisitions, joint ventures and the like through the issuance of
stock. Potentially available business combinations may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult, complex and risky.


14




Any
target business that is selected for a business combination may be a financially
unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that
event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.


15


RESULTS
OF OPERATIONS





YEAR ENDED DECEMBER 31, 2008
COMPARED TO THE YEAR ENDED
DECEMBER 31, 2007




Operating
losses from continuing operations increased from $25,353 for the year ended
December 31, 2007 to $81,326 for the year ended December 31, 2008. The increase
of $55,973 was the result of a decrease in a net recovery of general and
administrative expenses (resulting from a settlement of accounts payable in
2007) of $43,631 and an increase in professional fees of $12,342. Professional
fees were our only expense during the 2008 period. At present, we currently have
no operating business and are incurring costs to maintain the company as a
“shell” company and fulfill our reporting requirements.




We also
recorded other income of $1,102,832 during the year ended December 31, 2007
which consists of a non-cash credit for the change in fair value of our warrant
liabilities which occurred during the first quarter.




Loss from
discontinued operations was $196,224 for the year ended December 31, 2007. The
discontinued operations reflect the operations of our Plastinum subsidiary,
which have been included in operations through the February 20, 2007 date of
completion of the spin off transaction.





LIQUIDITY
AND CAPITAL RESOURCES





As of
December 31, 2008, we had a deficiency in working capital of $500,945. We do not
have sufficient capital resources to meet projected cash flow deficits and will
continue to rely on debt and equity funding. If we are unable to raise
additional capital through debt or equity financings, on terms acceptable to us,
and are not successful in generating sufficient liquidity from operations, then
this lack of financing would have a material adverse effect on our business,
results of operations, liquidity and financial condition.





During
the years ended December 31, 2008 and 2007, Plastinum paid certain of our
expenses and accounts payable, primarily related to professional fees. These
payments aggregated $271,522 through November 30, 2008. During December of 2008,
our president and majority shareholder paid this amount to Plastinum, which
represented the repayment of funds advanced by Plastinum on our behalf. This
payment has been accounted for as a contribution to capital and recorded as
additional paid-in capital.


16




We have
relied mostly on advances from stockholders and related parties and sales of our
common stock. There is no assurance that the stockholders or related parties
will continue to provide sufficient funds for us to successfully continue our
operations. Therefore, we will need additional capital to continue our
operations and will endeavor to raise funds through the sale of equity shares
and revenues from operations.




To the
extent we seek to implement our acquisition strategy, we will be entirely
dependent upon our limited available financial resources and we cannot ascertain
with any degree of certainty the capital requirements for the successful
execution of our acquisition strategy. However, our current limited financial
resources are expected to be insufficient to implement that strategy. Therefore,
we will be required to seek additional financing to complete an acquisition.
Also, in the event of the consummation of an acquisition, we may require
additional financing to fund the operations or growth of the
target.





There can
be no assurance that additional financing will be available on acceptable terms,
or at all. To the extent that additional financing proves to be unavailable when
needed, we would, in all likelihood, be compelled to abandon our acquisition
strategy. Our inability to secure additional financing, if needed, could also
have a material adverse effect on our continued development or growth. We have
no arrangements with any bank or financial institution to secure additional
financing and there can be no assurance that any such arrangement, if required
or otherwise sought, would be available on terms deemed to be commercially
acceptable to us and in our best interests.





Although
we have no commitments as of this date to issue our securities, we will, in all
likelihood, issue a substantial number of additional shares in connection with
or following an acquisition. To the extent that additional shares of common
stock are issued, our stockholders would experience dilution of their ownership
interests in NGH. Additionally, if we issue a substantial number of shares of
common stock in connection with or following an acquisition, a change in control
of NGH may occur which may affect, among other things, our ability to utilize
net operating loss carry forwards, if any. Furthermore, the issuance of a
substantial number of shares of common stock may adversely affect prevailing
market prices for the common stock and could impair our ability to raise
additional capital through the sale of its equity securities. We may use
consultants and other third parties providing goods and services. These
consultants or third parties may be paid in cash, stock, options or other
securities of NGH.





OFF-BALANCE
SHEET ARRANGEMENTS





We do not
have any off-balance sheet arrangements.




ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK





This item
is not applicable.


17


ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
following consolidated financial statements are included herewith: the Company's
audited Consolidated Financial Statements as of and for the fiscal years ended
December 31, 2008 and December 31, 2007.





THESE CONSOLIDATED FINANCIAL
STATEMENTS SHOULD BE REVIEWED WITH CAUTION AS ON FEBRUARY 20, 2007, THE COMPANY
EFFECTED THE SPIN OFF OF ITS PLASTINUM SUBSIDIARY AS DETAILED UNDER “BUSINESS -
SPIN OFF OF PLASTINUM”. CONSEQUENTLY, WE CURRENTLY HAVE NO OWNERSHIP INTEREST IN
PLASTINUM, NO OPERATING BUSINESS AND NO MATERIAL ASSETS OR MATERIAL
OPERATIONS.




18




NEW
GENERATION HOLDINGS, INC.




INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS




For
      the Fiscal Years Ended December 31, 2008 and 2007
                          
                          PageReport
      of Independent Registered Public Accounting Firm
                          
                          
                          F-2Consolidated
      Balance Sheets as of December 31, 2008 and 2007
                          
                          
                          F-3Consolidated
      Statements of Losses for the Years ended December 31, 2008 and 2007 and
      for cumulative period from April 7, 2003 (date of inception as development
      stage enterprise) to December 31, 2008
                          
                          
                          F-4Consolidated
      Statements of Deficiency in Stockholders’ Equity for the Years ended
      December 31, 2008
                          
                          
                          F-5Consolidated
      Statements of Cash Flows for Years ended December 31, 2008 and 2007 and
      for cumulative period from April 7, 2003 (date of inception as development
      stage enterprise) to December 31, 2008
                          
                          
                          F-6Notes
      to Consolidated Financial Statements
                          
                          
                          F-7







F-1




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board of
Directors
 New
Generation Holdings, Inc.
 New York,
New York
 
 We have
audited the accompanying balance sheets of New Generation Holdings, Inc., a
development stage company, as of December 31, 2008 and 2007, and the related
statements of losses, statement of stockholders' equity, and cash flows for each
of the two years in the period ended December 31, 2008 and the period April 7,
2003 (date of inception) through December 31, 2008. These financial statements
are the responsibility of the company's management. Our responsibility is to
express an opinion on the financial statements based upon our
audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (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 misstatements. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly we express no such opinion. 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 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 New Generation Holdings, Inc., a
development stage company, at December 31, 2008 and 2007 and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 2008 and the period April 7, 2003 (date of inception) through
December 31, 2008 in conformity with accounting principles generally accepted in
the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note A, the Company has a
generated negative cash outflows from operating activities, experienced
recurring net operating losses, and is dependent on securing additional equity
and debt financing to support its business efforts. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to this matter are described in Note A. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  /s/RBSM LLPNew
      York, New York
                    RBSM
      LLPMarch
      31, 2009


F-2


NEW
GENERATION HOLDINGS, INC.
 (A
Development Stage Company)
 CONSOLIDATED
BALANCE SHEETS
 DECEMBER
31, 2008 and 2007
 
 December
      31,2008
                                    
                                    
                                    2007AssetsCurrent
      assets:Cash
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Total
      assets
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Liabilities
      and deficiency in stockholders' equityCurrent
      liabilities:Accounts
      payable and accrued expenses:
                                    
                                    $
                                    500,945
                                    
                                    
                                    $
                                    499,099Due
      to Plastinum
                                    
                                    
                                    -
                                    
                                    
                                    
                                    192,042Due
      to stockholder
                                    
                                    
                                    -
                                    
                                    
                                    
                                    207,429Total
      current liabilities
                                    
                                    
                                    500,945
                                    
                                    
                                    
                                    898,570Deficiency
      in stockholders' equity:Preferred
      stock, par value $.001 per share; 1,000,000 shares authorized, none issued
      and outstanding
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Common
      stock, par value $.001 per share; 150,000,000 shares authorized,
      99,956,045 and 8,875,045 shares issued and outstanding
                                    
                                    
                                    99,956
                                    
                                    
                                    
                                    8,875Additional
      paid-in capital
                                    
                                    
                                    38,671,184
                                    
                                    
                                    
                                    38,283,314Other
      comprehensive income
                                    
                                    
                                    20,926
                                    
                                    
                                    
                                    20,926Accumulated
      deficit prior to development stage
                                    
                                    
                                    (31,081,731
                                    )
                                    
                                    
                                    (31,081,731
                                    )Deficit
      accumulated during the development stage
                                    
                                    
                                    (8,211,280
                                    )
                                    
                                    
                                    (8,129,954
                                    )Total
      deficiency in stockholders' equity
                                    
                                    
                                    (500,945
                                    )
                                    
                                    
                                    (898,570
                                    )Total
      liabilities and deficiency in stockholders' equity
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
  See
accompanying notes to consolidated financial statements.
  F-3
  NEW
GENERATION HOLDINGS, INC.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENTS OF LOSSES
  Cumulative
      Periodfrom
      April 7, 2003(Reestablishment
      ofDevelopment
      StageCompany)
      toYears
      ended December 31,
                                      
                                      
                                      December
      31,2008
                                      
                                      
                                      2007
                                      
                                      
                                      2008Operating
      expenses:General
      and administrative expenses
                                      
                                      $
                                      81,326
                                      
                                      
                                      $
                                      25,353
                                      
                                      
                                      $
                                      1,160,461Total
      operating expenses
                                      
                                      
                                      81,326
                                      
                                      
                                      
                                      25,353
                                      
                                      
                                      
                                      1,160,461Loss
      from continuing operations beforeother income
      (expense)
                                      
                                      
                                      (81,326
                                      )
                                      
                                      
                                      (25,353
                                      )
                                      
                                      
                                      (1,160,461
                                      )Change
      in value of warrant liability
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,102,832
                                      
                                      
                                      
                                      (6,254,174
                                      )Interest
      expense
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (796,645
                                      )(Loss)
      income from continuing operationsbefore provision for income
      taxes
                                      
                                      
                                      (81,326
                                      )
                                      
                                      
                                      1,077,479
                                      
                                      
                                      
                                      (8,211,280
                                      )Provision
      for income taxes
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Net
      (loss) income from continuing operations
                                      
                                      
                                      (81,326
                                      )
                                      
                                      
                                      1,077,479
                                      
                                      
                                      
                                      (8,211,280
                                      )Loss
      from discontinued operations, net of tax
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (196,224
                                      )
                                      
                                      
                                      (5,267,038
                                      )Net
      (loss) income
                                      
                                      $
                                      (81,326
                                      )
                                      
                                      $
                                      881,255
                                      
                                      
                                      $
                                      (13,478,318
                                      )Net
      (loss) income per common share, basic and diluted:Continuing
      operations
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      0.13Discontinued
      operations
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      (0.02
                                      )$
                                      (0.00
                                      )
                                      
                                      $
                                      0.11Weighted
      average shares outstanding, basic and diluted
                                      
                                      
                                      46,949,889
                                      
                                      
                                      
                                      8,343,192Comprehensive
      income (loss):Net
      (loss) income
                                      
                                      $
                                      (81,326
                                      )
                                      
                                      $
                                      881,255Foreign
      currency translation loss
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Comprehensive
      (loss) income
                                      
                                      $
                                      (81,326
                                      )
                                      
                                      $
                                      881,255
  See
accompanying notes to consolidated financial statements.
  F-4
  NEW
GENERATION HOLDINGS, INC.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
  Accumulated DeficitAdditional
                          
                          
                          Common
                          
                          
                          Prior to
                          
                          
                          During
                          
                          
                          OtherPreferred Stock
                          
                          
                          Common Stock
                          
                          
                          Paid-in
                          
                          
                          Stock
                          
                          
                          Development
                          
                          
                          Development
                          
                          
                          Comprehensive
                          
                          
                          Stockholders'Shares
                          
                          
                          Par value
                          
                          
                          Shares
                          
                          
                          Par value
                          
                          
                          Capital
                          
                          
                          Subscribed
                          
                          
                          Stage
                          
                          
                          Stage
                          
                          
                          Income
                          
                          
                          DeficiencyBalance,
      December 31, 2002
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          2,105,716
                          
                          
                          $
                          2,106
                          
                          
                          $
                          29,655,004
                          
                          
                          $
                          -
                          
                          
                          $
                          (34,634,693
                          )
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          (4,977,583
                          )Disposition
      of previously controlled  wholly and majority owned
      subsidiaries,  net
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,882,801
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,882,801Net
      loss from January 1, 2003 to  April 7, 2003
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (329,839
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (329,839
                          )Balance,
      April 7, 2003
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,105,716
                          
                          
                          
                          2,106
                          
                          
                          
                          29,655,004
                          
                          
                          
                          -
                          
                          
                          
                          (31,081,731
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (1,424,621
                          )Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (330,321
                          )
                          
                          
                          -
                          
                          
                          
                          (330,321
                          )Balance,
      December 31, 2003
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,105,716
                          
                          
                          
                          2,106
                          
                          
                          
                          29,655,004
                          
                          
                          
                          -
                          
                          
                          
                          (31,081,731
                          )
                          
                          
                          (330,321
                          )
                          
                          
                          -
                          
                          
                          
                          (1,754,942
                          )Sale
      of common stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          650,012
                          
                          
                          
                          650
                          
                          
                          
                          649,364
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          650,014Common
      stock subscribed
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          54,600
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          54,600Shares
      physically issued
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Currency
      translation adjustment
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          14,383
                          
                          
                          
                          14,383Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (620,770
                          )
                          
                          
                          -
                          
                          
                          
                          (620,770
                          )Balance,
      December 31, 2004
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,755,728
                          
                          
                          
                          2,756
                          
                          
                          
                          30,304,368
                          
                          
                          
                          54,600
                          
                          
                          
                          (31,081,731
                          )
                          
                          
                          (951,091
                          )
                          
                          
                          14,383
                          
                          
                          
                          (1,656,715
                          )Sale
      of common stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,801,415
                          
                          
                          
                          1,801
                          
                          
                          
                          1,799,614
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,801,415Warrants
      issued for services
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          21,100
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          21,100Shares
      physically issued
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          54,600
                          
                          
                          
                          55
                          
                          
                          
                          54,545
                          
                          
                          
                          (54,600
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Common
      stock subscribed
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          131,300
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          131,300Beneficial
      conversion feature
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          753,304
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          753,304Reclassification
      of warrants to liabilities
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (4,275,966
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (4,275,966
                          )Currency
      translation adjustment
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          14,586
                          
                          
                          
                          14,586Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (4,743,560
                          )
                          
                          
                          -
                          
                          
                          
                          (4,743,560
                          )Balance,
      December 31, 2005
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          4,611,743
                          
                          
                          
                          4,612
                          
                          
                          
                          28,656,965
                          
                          
                          
                          131,300
                          
                          
                          
                          (31,081,731
                          )
                          
                          
                          (5,694,651
                          )
                          
                          
                          28,969
                          
                          
                          
                          (7,954,536
                          )Shares
      physically issued
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          131,300
                          
                          
                          
                          131
                          
                          
                          
                          131,169
                          
                          
                          
                          (131,300
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Sale
      of common stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          256,830
                          
                          
                          
                          257
                          
                          
                          
                          256,573
                          
                          
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          256,830Conversion
      of debt
                          
                          
                          528,630
                          
                          
                          
                          529
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          796,116
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          796,645Warrants
      issued with debt
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          126,700
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          126,700Stock
      based compensation
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          240,268
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          240,268Reclassification
      of warrants to liabilities
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (792,426
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (792,426
                          )Reclassification
      of liabilities to warrants
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          272,043
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          272,043Subsidiary
      stock issued for accrued expenses
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          633,595
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          633,595Currency
      translation adjustment
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (8,043
                          )
                          
                          
                          (8,043
                          )Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (8,583,596
                          )
                          
                          
                          -
                          
                          
                          
                          (8,583,596
                          )Balance,
      December 31, 2006
                          
                          
                          528,630
                          
                          
                          
                          529
                          
                          
                          
                          4,999,873
                          
                          
                          $
                          5,000
                          
                          
                          $
                          30,321,003
                          
                          
                          $
                          -
                          
                          
                          $
                          (31,081,731
                          )
                          
                          $
                          (14,278,247
                          )
                          
                          $
                          20,926
                          
                          
                          $
                          (15,012,520
                          )Common
      stock issued upon conversion  of preferred stock
                          
                          
                          (528,630
                          )
                          
                          
                          (529
                          )
                          
                          
                          3,867,208
                          
                          
                          
                          3,867
                          
                          
                          
                          (3,338
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -Reclassification
      of warrant liability  to permanent equity
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          11,050,524
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          11,050,524Issuance
      of warrants for accrued expense
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          442,070
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          442,070Common
      stock issued for accrued services
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          7,964
                          
                          
                          
                          8
                          
                          
                          
                          10,808
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          10,816Stock
      based compensation
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (86,096
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (86,096
                          )Net
      income
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          881,255
                          
                          
                          
                          
                          
                          
                          
                          881,255Adjustment
      for deconsolidation of  former subsidiary
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (3,451,657
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          5,267,038
                          
                          
                          
                          
                          
                          
                          
                          1,815,381Balance,
      December 31, 2007
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          8,875,045
                          
                          
                          
                          8,875
                          
                          
                          
                          38,283,314
                          
                          
                          
                          -
                          
                          
                          
                          (31,081,731
                          )
                          
                          
                          (8,129,954
                          )
                          
                          
                          20,926
                          
                          
                          
                          (898,570
                          )Preferred
      stock issued as payment of  debt to stockholder
                          
                          
                          91,081
                          
                          
                          
                          91
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          207,338
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          207,429Beneficial
      conversion feature of preferred stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          207,429
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          207,429Dividend
      on preferred stock attributable to  beneficial conversion
      feature
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (207,429
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (207,429
                          )Common
      stock issued upon conversion  of preferred stock
                          
                          
                          (91,081
                          )
                          
                          
                          (91
                          )
                          
                          
                          91,081,000
                          
                          
                          
                          91,081
                          
                          
                          
                          (90,990
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Payment
      of debt by stockholder
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          271,522
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          271,522Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (81,326
                          )
                          
                          
                          -
                          
                          
                          
                          (81,326
                          )Balance,
      December 31, 2008
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          99,956,045
                          
                          
                          $
                          99,956
                          
                          
                          $
                          38,671,184
                          
                          
                          $
                          -
                          
                          
                          $
                          (31,081,731
                          )
                          
                          $
                          (8,211,280
                          )
                          
                          $
                          20,926
                          
                          
                          $
                          (500,945
                          )
  See
accompanying notes to consolidated financial statements.
 F-5
  NEW
GENERATION HOLDINGS, INC.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
  Cumulative Periodfrom April 7, 2003(Reestablishment ofDevelopment StageCompany) toYears ended December 31,
                      
                      
                      December 31,2008
                      
                      
                      2007
                      
                      
                      2008Cash
      flows from operating activities:Net
      income (loss)
                      
                      $
                      (81,326
                      )
                      
                      $
                      881,255
                      
                      
                      $
                      (13,478,318
                      )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Warrants
      issued for services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      21,100Stock
      based compensation
                      
                      
                      -
                      
                      
                      
                      (86,096
                      )
                      
                      
                      154,172Amortization
      of debt discount
                      
                      
                      -
                      
                      
                      
                      5,430
                      
                      
                      
                      774,481Change
      in value of warrant liability
                      
                      
                      -
                      
                      
                      
                      (1,102,832
                      )
                      
                      
                      6,254,174Expenses
      paid by Plastinum
                      
                      
                      79,480
                      
                      
                      
                      62,376
                      
                      
                      
                      141,856Gain
      on settlement of payables
                      
                      
                      
                      
                      
                      
                      (44,675
                      )
                      
                      
                      (44,675
                      )Interest
      converted to preferred stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      43,341Depreciation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      107,790Loss
      attributed to minority interest
                      
                      
                      -
                      
                      
                      
                      (5,611
                      )
                      
                      
                      (46,366
                      )Increase
      (decrease) in liabilities:Accounts
      payable
                      
                      
                      1,846
                      
                      
                      
                      30,663
                      
                      
                      
                      1,481,322Cash
      used in operating activities
                      
                      
                      -
                      
                      
                      
                      (259,490
                      )
                      
                      
                      (4,591,123
                      )Cash
      flows from financing activities:Cash
      retained by former subsidiary
                      
                      
                      -
                      
                      
                      
                      (36,893
                      )
                      
                      
                      (36,893
                      )Advances
      from stockholder
                      
                      
                      -
                      
                      
                      
                      256,957
                      
                      
                      
                      712,335Proceeds
      from sale of convertible notes
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      500,000Proceeds
      from sale of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,394,755Cash
      provided by financing activities
                      
                      
                      -
                      
                      
                      
                      220,064
                      
                      
                      
                      4,570,197Effect
      of exchange rate changes on cash
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      20,926Net
      (decrease) increase in cash
                      
                      
                      -
                      
                      
                      
                      (39,426
                      )
                      
                      
                      -Cash,
      beginning of period
                      
                      
                      -
                      
                      
                      
                      39,426
                      
                      
                      
                      -Cash,
      end of period
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Supplemental
      disclosure of non-cash financing activities:Preferred
      stock issued as settlement of stockholder debt
                      
                      $
                      207,429
                      
                      
                      $
                      -Beneficial
      conversion feature of preferred stock
                      
                      
                      207,429
                      
                      
                      
                      -Dividend
      on preferred stock attributable to beneficial conversion
      feature
                      
                      
                      207,429
                      
                      
                      
                      -Expenses
      paid by former subsidiary
                      
                      
                      79,480
                      
                      
                      
                      121,212Debt
      paid by stockholder credited to paid-in capital
                      
                      
                      271,522
                      
                      
                      
                      -Warrants
      issued for accrued consulting
                      
                      
                      -
                      
                      
                      
                      442,070Reclassification
      of warrant liability to equity
                      
                      
                      -
                      
                      
                      
                      11,050,524Accrued
      liabilities settled in common stock
                      
                      
                      -
                      
                      
                      
                      10,816
 
 See
accompanying notes to consolidated financial
statements.
  F-6
  NEW
GENERATION HOLDINGS, INC.
 (A
Development Stage Company)
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  DECEMBER
31, 2008
  NOTE
A - SUMMARY OF ACCOUNTING POLICIES
  A summary
of the significant accounting policies applied in the preparation of the
accompanying consolidated financial statements follows.
  Business
 
 New
Generation Holdings, Inc. ("we ", "us", "our", "NGH", or the "Company"), was
formed under the laws of the State of Delaware in 1999. We are a development
stage company, as defined by Statement of Financial Accounting Standards No. 7
("SFAS No. 7"). At December 31, 2006, we owned approximately 94% of the issued
and outstanding equity securities of Plastinum Polymer Technologies Corp.,
formerly known as Plastinum Corp. (“Plastinum”). On February 20, 2007, we
effected a pro rata distribution (or "spin off") of Plastinum to our
stockholders whereby our stockholders of record as of that date received
one share of Plastinum common stock for each share of our common stock the
stockholder owned, and the Company no longer owns any interest in Plastinum or
Plastinum’s business. The results of operations of Plastinum have been included
in these financial statements through February 20, 2007 and are presented as
discontinued operations in the financial statements.
  To date,
the Company has generated no sales revenues, has incurred expenses and has
sustained losses. We currently have no operating business and are a "shell"
company with no material assets. Consequently, our operations are subject to all
the risks inherent in the establishment of a new business enterprise. For the
period from entering the development stage on April 7, 2003 through December 31,
2008 we have accumulated losses of $8,211,280.
  The
consolidated financial statements include the accounts of NGH and our domestic
and foreign subsidiaries that are more than 50% owned and controlled. All
significant intercompany transactions and balances have been eliminated in the
consolidated financial statements.
 
 Going
Concern
  The
consolidated financial statements have been prepared on a going concern basis,
and do not reflect any adjustments related to the uncertainty surrounding our
recurring losses or accumulated deficit.
  We have
had substantial net losses of $8,211,280 from the reestablishment of development
stage operations, have not generated any revenue during that period, have a
deficit in working capital of $500,945 at December 31, 2008 and have a
stockholders' deficiency of $500,945 at December 31, 2008.
 
 On
February 20, 2007, we effected the spin off of our Plastinum subsidiary as
detailed above. Consequently, we currently have no operating business and are a
“shell” company with no materials assets. At present, we have insufficient
capital on hand to fund our operations through 2009. The foregoing matters raise
substantial doubt about our ability to continue as a going concern.
 
 As a
“shell” company, the Company currently does not engage in any business
activities that provide cash flow. Going forward, we will seek to enter into a
business combination with another entity which may include the acquisition of
another company that we believe will enhance revenues and increase shareholder
value. Due to our limited financial resources, in order to complete an
acquisition, we will be required to seek additional financing, through either
equity or debt financing.
  F-7
  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 may differ from those estimates.
  Liquidity
 
 As
reflected in the accompanying consolidated financial statements, we have
incurred net losses of $8,211,280 from the reestablishment of development stage
operations to December 31, 2008, and have an accumulated deficit of $39,293,011
as of December 31, 2008. In addition, our current liabilities exceeded our
current assets by $500,945 as of December 31, 2008 and we currently have no
operating business and are a "shell" company with no material assets.
Consequently, our operations are subject to all risks inherent in the
establishment of a new business enterprise.
  Foreign
Currency Translation
 
 The
Company translates the foreign currency financial statements of its foreign
subsidiaries in accordance with the requirements of SFAS No. 52, "Foreign
Currency Translation." Assets and liabilities are translated at current exchange
rates, and related revenue and expenses are translated at average exchange rates
in effect during the period. Resulting translation adjustments are recorded as a
separate component in stockholders' equity. Foreign currency transaction gains
and losses are included in the statement of income.
 
 Income
Taxes
 
 Deferred
income taxes are provided using the asset and liability method for financial
reporting purposes in accordance with the provisions of Statements of Financial
Standards No. 109, "Accounting for Income Taxes". Under this method, deferred
tax assets and liabilities are recognized 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 removed or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the
consolidated statements of operations in the period that includes the enactment
date.
 
 Cash
and Cash Equivalents
 
 Cash
equivalents are comprised of highly liquid investments with maturity of three
months or less when purchased. We maintain our cash in bank deposit accounts
which, at times, may exceed insured limits. We have not experienced any losses
in our accounts.
 
 Concentrations
of Credit Risk
 
 Financial
instruments and related items, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash and cash equivalents.
The Company places its cash and temporary cash investments with credit quality
institutions. At times, such investments may be in excess of applicable
government mandated insurance limits.
  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 accounts payable and accrued expenses and short-term borrowings, as
reflected in the balance sheets, approximate fair value because of the
short-term maturity of these instruments.
  F-8
  Advertising
 
 We charge
the costs of advertising to expense as incurred. For the years ended December
31, 2008 and 2007, we incurred no advertising costs.
 
 Stock
Based Compensation
 
 We
account for our share-based compensation under the provisions of FASB Statement
No. 123(R), “Share-Based Payment”, (“FAS 123R”). We adopted FAS 123R as of
January 1, 2006, using the modified prospective application method. We did not
have any unvested amounts of stock based compensation grants issued and
outstanding at the date of implementation.
 
 Comprehensive
Income
 
 SFAS No.
130, "Reporting Comprehensive Income," establishes standards for reporting and
displaying of comprehensive income, its components and accumulated balances.
Comprehensive income is defined to include all changes in equity except those
resulting from investments by owners and distributions to owners. Among other
disclosures, SFAS 130 requires that all items that are required to be recognized
under current accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. Comprehensive income includes gains and losses on
foreign currency translation adjustments and is included as a component of
stockholders' equity.
 
 Net
(Loss) Earnings Per Share
  We use
SFAS No. 128, "Earnings Per Share" for calculating the basic and diluted
earnings (loss) per share. We compute basic earnings (loss) per share by
dividing net earnings (loss) by the weighted average number of common shares
outstanding. Diluted earnings (loss) per share is computed similar to basic
earnings (loss) per share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the
potential shares had been issued and if the additional shares were dilutive.
Common equivalent shares are excluded from the computation of net loss per share
if their effect is anti-dilutive.
  Per share
basic and diluted net loss amounted to $0.00 for the year ended December 31,
2008, compared with a net income of $0.11 for the year ended December 31, 2007.
For the year ended December 31, 2008, 586,688 potential shares were excluded
from the shares used to calculate diluted loss per share as their inclusion
would be anti dilutive. For the year ended December 31, 2007, 1,973,133
potential shares were excluded from the shares used to calculate diluted
earnings per share as their inclusion would increase net income per
share.
  F-9
 
 Recent
Accounting Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No.157, Fair Value Measurements
(“SFAS 157”).  SFAS 157 defines fair value to be the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date and emphasizes
that fair value is a market-based measurement, not an entity-specific
measurement.  It establishes a fair value hierarchy and expands disclosures
about fair value measurements in both interim and annual periods. SFAS 157 is
effective for fiscal years beginning after November 15, 2007 and interim periods
within those fiscal years.  The Company adopted SFAS 157 on January 1, 2008
which did not have a material impact on its consolidated financial position and
results of operations. The Company also adopted the deferral provisions of the
Financial Accounting Standards Board Staff Position No. 157-2, which delays
the effective date of SFAS No. 157 for all nonrecurring fair value
measurements of non-financial assets and liabilities until fiscal years
beginning after November 15, 2008.
 
 Fair
value is defined as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date.  SFAS No. 157 also
expands disclosures about instruments measured at fair value and establishes a
fair value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair
value.  The standard describes three levels of inputs that may be used to
measure fair value:
  Level 1 —
Quoted prices for identical assets and liabilities in active
markets;
  Level 2 —
Quoted prices for similar assets and liabilities in active markets; quoted
prices for identical or similar assets and liabilities in markets that are not
active; and model-derived valuations in which all significant inputs and
significant value drivers are observable  in active markets;
and
  Level 3 —
Valuations derived from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable.
  The
Company designates cash equivalents as Level 1. As of December 31, 2008 and
2007, the Company did not have any cash equivalents, therefore there were no
assets measured at fair value.
 
 In
February 2007, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities-Including an
Amendment of FASB Statement No. 115 (“SFAS 159”).  SFAS 159
permits entities to measure eligible assets and liabilities at fair
value.  Unrealized gains and losses on items for which the fair value
option has been elected are reported in earnings.  SFAS 159 is
effective for fiscal years beginning after November 15, 2007.  The
Company adopted SFAS 159 on January 1, 2008 and did not elect the fair value
option which did not have a material impact on its consolidated financial
position and results of operations.
 
 In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141R, Business Combinations , and
Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in
Consolidated Financial Statements,   an amendment of ARB No. 51
..  These new standards significantly change the accounting for and
reporting of business combination transactions and noncontrolling interests
(previously referred to as minority interests) in consolidated financial
statements.  Both standards are effective for fiscal years beginning on or
after December 15, 2008, with early adoption prohibited. These Statements are
effective for the Company beginning on January 1, 2009.  The Company is
currently evaluating the provisions of FAS 141(R) and FAS 160.
  F-10
  In March
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 161, Disclosures About Derivative
Instruments and Hedging Activities,   an amendment of FASB Statement No.
133 .  This new standard enhances the disclosure requirements
related to derivative instruments and hedging activities required by FASB Statement No. 133
..  This standard is effective for fiscal years and interim periods
beginning after November 15, 2008, with early adoption encouraged. The Company
adopted the required provisions of SFAS 161 on January 1, 2008 and the adoption
did not have a significant impact on its consolidated financial position and
results of operations.
 
 In April
2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142, “Goodwill and Other
Intangible Assets”.   The Company is required to adopt FSP 142-3 on
January 1, 2009.  The guidance in FSP 142-3 for determining the
useful life of a recognized intangible asset shall be applied prospectively to
intangible assets acquired after adoption, and the disclosure requirements shall
be applied prospectively to all intangible assets recognized as of, and
subsequent to, adoption.  The Company is currently evaluating the
impact of FSP 142-3 on its consolidated financial position, results of
operations or cash flows.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  This Statement will not have
an impact on the Company’s consolidated financial statements.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts, an interpretation of FASB Statement No. 60.”  The
scope of this Statement is limited to financial guarantee insurance (and
reinsurance) contracts, as described in this Statement, issued by enterprises
included within the scope of Statement 60. Accordingly, this Statement does not
apply to financial guarantee contracts issued by enterprises excluded from the
scope of Statement 60 or to some insurance contracts that seem similar to
financial guarantee insurance contracts issued by insurance enterprises (such as
mortgage guaranty insurance or credit insurance on trade receivables). This
Statement also does not apply to financial guarantee insurance contracts that
are derivative instruments included within the scope of FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities.” This Statement
will not have an impact on the Company’s consolidated financial
statements.
 
 In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" ("FSP APB 14-1").  FSP
APB 14-1 requires the issuer of certain convertible debt instruments that
may be settled in cash (or other assets) on conversion to separately account for
the liability (debt) and equity (conversion option) components of the instrument
in a manner that reflects the issuer's non-convertible debt borrowing
rate.  FSP APB 14-1 is effective for fiscal years beginning after
December 15, 2008 on a retroactive basis.  The Company is
currently evaluating the potential impact, if any, of the adoption of FSP
APB 14-1 on its consolidated financial position, results of operations or
cash flows.
 
 Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not, or are not believed by
management to, have a material impact on the Company's present or future
consolidated financial
  NOTE
B -CAPITAL STOCK
 
 On
February 16, 2007, our stockholders approved, and we filed, an Amendment to our
Certificate of Incorporation, effective as of its filing, increasing the number
of our authorized shares of common stock from 50,000,000 to
150,000,000.
  Our Board
of Directors of the Company unanimously adopted resolutions approving the
amendment of our Certificate of Incorporation (the “Charter Amendment”) in order
to effect a 1-for-10 reverse stock split with respect to our outstanding shares
of common stock, subject to the approval of the Charter Amendment by our
stockholders at the Annual Meeting. Such approval was received on July 7, 2008
and the reverse split became effective on August 1, 2008. All share and per
share amounts in these financial statements have been retroactively restated to
reflect this reverse split.
  F-11
  We are
also authorized to issue 1,000,000 shares of preferred stock with a par value of
$.001 per share.
 
 During
the year ended December 31, 2002, our president advanced funds to the Company
for working capital purposes in the form of a non-interest bearing unsecured
promissory note payable on demand. The net amount of the advances due our
president at December 31, 2007 was $207,429. On December 31, 2007, we entered
into a Debt Exchange Agreement with our president. Pursuant to the Debt Exchange
Agreement we agreed to issue 91,081 shares of our Series B Preferred Stock to
him to retire the debt. The Debt Exchange Agreement was subject to ratification
by our stockholders at the next annual stockholders meeting. The agreement was
ratified on July 7, 2008. Because the Debt Exchange Agreement was subject to
ratification, the preferred shares were not considered outstanding until the
date of ratification.
 
 Each
share of Series B Preferred Stock was initially convertible into 10,000 shares
(pre split) of our common stock; however the conversion was limited by the
number of shares of our common stock then available for issuance. Upon
stockholder approval (received July 7, 2008) and the filing of an amendment to
our Amended and Restated Certificate of Incorporation effecting a 1-for-10
reverse stock split of our common stock, each share of Series B Preferred Stock
automatically converted (effective August 1, 2008) into 1,000 shares of our
post-reverse split common stock. Based upon the number of outstanding shares of
our common stock as of December 31, 2008, after giving effect to the reverse
stock split and automatic conversion, our president owns approximately 95% of
our outstanding shares of post-reverse split common stock.
 
 Since the
effective conversion price of the preferred stock is less then the fair value of
our common stock, we have attributed a beneficial conversion feature of $207,429
to the preferred stock. This amount has been recorded as a dividend to the
preferred shareholder in the financial statements.
 
 During
December of 2008, our president and majority shareholder paid $271,522 to
Plastinum, which represented the repayment of funds advanced by Plastinum on our
behalf. This payment has been accounted for as a contribution to capital and
recorded as additional paid-in capital.
 
 On
February 20, 2007, upon the effectiveness of the spin off of Plastinum to our
stockholders, 528,630 shares of our Series A Preferred Stock automatically
converted into 3,867,208 post-split shares of our common
stock.
 
 On March
7, 2007, we issued warrants to purchase an aggregate of 198,558
post-split shares of common stock of NGH at an exercise price of $3.50 per
share or 1,985,584 shares of Plastinum at an exercise price of $0.35 per share.
These warrants were issued to consultants pursuant to consultant agreements. The
value of these warrants had previously been accrued in the financial statements
in the amount of $442,070.
 
 Until
February 16, 2007, we did not have sufficient authorized shares to enable the
exercise of our outstanding common stock purchase warrants. We have previously
reclassified the fair value of the warrants as a liability on the balance sheet
at December 31, 2006. At February 16, 2007 the fair value of each instrument was
again computed under a Black Scholes model with the following assumptions: (1)
dividend yield of 0% (2) expected volatility of 117% (3) risk-free interest rate
of 4.75% and (4) expected life and exercise prices consistent with each
individual instrument. These calculations resulted in an aggregate value of
derivative instruments of approximately $11,050,000. As a result, for the three
months ended March 31, 2007 we recorded approximately $1,103,000 as a credit to
Change in Value of Warrant Liability. The value of the derivative instruments
was then reclassified to permanent equity.
 
 On April
5, 2007, we issued 7,964 shares of our common stock, valued at $10,816, for
services provided to us. This amount had been accrued at December 31,
2006.
  F-12
 
 NOTE
C- WARRANTS AND STOCK OPTIONS
 
 Employee
Stock Options
 
 Transactions
involving NGH’s stock options issued to employees are summarized as
follows:
 
 2008
                                                          
                                                          
                                                          2007Number
                                                          
                                                          
                                                          Weighted
                                                            Average
                                                            Exercise Price
                                                          
                                                          
                                                          Number
                                                          
                                                          
                                                          Weighted
                                                            Average
                                                            Exercise PriceOutstanding
      at beginning of the period
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          $
                                                          —
                                                          
                                                          
                                                          
                                                          370,000
                                                          
                                                          
                                                          $
                                                          12.90Granted
      during the period
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —Exercised
      during the period
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —Expired
      during the period
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          (370,000
                                                          )
                                                          
                                                          
                                                          12.90Outstanding
      at end of the period
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          $
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          $
                                                          —Exercisable
      at end of the period
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          $
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          $
                                                          —
 
 Warrants
 
 Transactions
involving NGH’s warrant issuances are summarized as follows:
 
 2008
                                                          
                                                          
                                                          2007Number
                                                          
                                                          
                                                          Weighted
                                                            Average
                                                            Exercise Price
                                                          
                                                          
                                                          Number
                                                          
                                                          
                                                          Weighted
                                                            Average
                                                            Exercise PriceOutstanding
      at beginning of the period
                                                          
                                                          
                                                          1,973,133
                                                          
                                                          
                                                          $
                                                          3.50
                                                          
                                                          
                                                          
                                                          2,458,657
                                                          
                                                          
                                                          $
                                                          3.50Granted
      during the period
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          198,558
                                                          
                                                          
                                                          
                                                          3.50Exercised
      during the period
                                                          
                                                          
                                                          (20,000
                                                          )
                                                          
                                                          
                                                          2.50
                                                          
                                                          
                                                          
                                                          (684,082
                                                          )
                                                          
                                                          
                                                          3.50Expired
      during the period
                                                          
                                                          
                                                          (1,366,445
                                                          )
                                                          
                                                          
                                                          3.50
                                                          
                                                          
                                                          
                                                          —
                                                          
                                                          
                                                          
                                                          —Outstanding
      at end of the period
                                                          
                                                          
                                                          586,688
                                                          
                                                          
                                                          $
                                                          3.50
                                                          
                                                          
                                                          
                                                          1,973,133
                                                          
                                                          
                                                          $
                                                          3.50Exercisable
      at end of the period
                                                          
                                                          
                                                          586,688
                                                          
                                                          
                                                          $
                                                          3.50
                                                          
                                                          
                                                          
                                                          1,973,133
                                                          
                                                          
                                                          $
                                                          3.50
  The
warrants exercised during 2008 and 2007 were exercised into shares of
Plastinum.
  The
number and weighted average exercise prices of NGH’s options and warrants
outstanding as of December 31, 2008 are as follows:
  Range of Exercise Prices
                                
                                Remaining
                                  Number
                                  Outstanding
                                
                                Weighted Average
                                  Contractual Life
                                  (Years)
                                
                                Weighted
                                  Average
                                  Exercise Price$3.50
                                
                                
                                586,688
                                
                                1.3
                                
                                $
                                3.50
 
 NOTE
D - INCOME TAXES
 
 We have
adopted SFAS No. 109 which requires the recognition of deferred tax liabilities
and assets for the expected future tax consequences of events that have been
included in the financial statement or tax returns. Under this method, deferred
tax liabilities and assets are determined based on the difference between
financial statements and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Temporary differences between taxable income reported for financial reporting
purposes and income tax purposes are insignificant.
  F-13
  For
income tax reporting purposes, the Company's aggregate unused net operating
losses approximate $9,036,000 which expire through 2028, subject to limitations
of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset
related to the carryforward is approximately $3,163,000. The Company has
provided a valuation reserve against the full amount of the net operating loss
benefit, because in the opinion of management based upon the earning history of
the Company, it is more likely than not that the benefits will not be realized.
The increase in the valuation allowance for 2008 and 2007 was $29,000 and
$105,000, respectively.
 
 Components
of deferred tax assets as of December 31, 2008 are as follows:
  Non
      Current:Net
      operating loss carryforward
                    
                    $
                    3,163,000Valuation
      allowance
                    
                    
                    (3,163,000
                    )Net
      deferred tax asset
                    
                    $
                    —
 
 NOTE
E - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 
 Accounts
payable and accrued liabilities at December 31, 2008 are as
follows:
 2008Accounts
      payable
                      
                      $
                      138,263Accrued
      expenses
                      
                      
                      362,682Total
                      
                      $
                      500,945
 
 NOTE
F - RELATED PARTY TRANSACTIONS
 
 During
the year ended December 31, 2002, our president advanced funds to the Company
for working capital purposes in the form of a non-interest bearing unsecured
promissory note payable on demand. The net amount of the advances due our
president at December 31, 2007 was $207,429. On December 31, 2007, we entered
into a Debt Exchange Agreement with our president. Pursuant to the Debt Exchange
Agreement we agreed to issue 91,081 shares of our Series B Preferred Stock to
him to retire the debt. The Debt Exchange Agreement was subject to ratification
by our stockholders at the next annual stockholders meeting. The agreement was
ratified on July 7, 2008. Because the Debt Exchange Agreement was subject to
ratification, the preferred shares were not considered outstanding until the
date of ratification.
 
 Each
share of Series B Preferred Stock was initially convertible into 10,000 shares
(pre split) of our common stock; however the conversion was limited by the
number of shares of our common stock currently authorized for issuance. Upon
stockholder approval (received July 7, 2008) and the filing of an amendment to
our Amended and Restated Certificate of Incorporation effecting a 1-for-10
reverse stock split of our common stock, each share of Series B Preferred Stock
automatically converted (effective August 1, 2008) into 1,000 shares of our
post-reverse split common stock. Based upon the number of outstanding shares of
our common stock as of June 30, 2008, after giving effect to the reverse stock
split and automatic conversion, our president owns approximately 95% of our
outstanding shares of post-reverse split common stock.
  During
the years ended December 31, 2008 and 2007, Plastinum paid certain of our
expenses and accounts payable, primarily related to professional fees. These
payments aggregated $271,522 through November 30, 2008. During December of 2008,
our president and majority shareholder paid this amount to Plastinum, which
represented the repayment of funds advanced by Plastinum on our behalf. This
payment has been accounted for as a contribution to capital and recorded as
additional paid-in capital.
  F-14




ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





This item
is not applicable.




ITEM
9A. CONTROLS AND PROCEDURES





This item
is not applicable.




ITEM
9A(T). CONTROLS AND PROCEDURES





Evaluation of Disclosure
Controls and Procedures





We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) that are designed to be effective in providing reasonable assurance that
information required to be disclosed in our reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission (the “ SEC”),
and that such information is accumulated and communicated to our management to
allow timely decisions regarding required disclosure.





The
Company’s management, under the supervision and with the participation of the
Company's Chief Executive Officer and Chief Financial (and principal accounting)
Officer, carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31,
2008.  Based upon that evaluation and the identification of the
material weakness in the Company’s internal control over financial reporting as
described below under “Management’s Report on Internal Control over Financial
Reporting,” the Chief Executive Officer and Chief Financial Officer concluded
that the Company’s disclosure controls and procedures were ineffective as of the
end of the period covered by this report.





Evaluation of and Report on
Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting of the Company.  Management, with the
participation of our principal executive officer and principal financial
officer, has evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2008 based on the criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, because of
the Company’s limited resources and limited number of employees, management
concluded that, as of December 31, 2008, our internal control over financial
reporting is not effective in providing reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.





To
mitigate the current limited resources and limited employees, we rely heavily on
direct management oversight of transactions, along with the use of legal and
accounting professionals. At such time, if any, that we are not a “shell”
company, we expect to increase our number of employees, which will enable us to
implement adequate segregation of duties within the internal control
framework.





This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the SEC that permit the
company to provide only management's report in this annual
report.


19





Limitations on Effectiveness
of Controls and Procedures





Our
management, including our Chief Executive Officer and Chief Financial Officer,
does not expect that our disclosure controls and procedures or our internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include, but are not limited to, the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.





Changes in Internal Control
over Financial Reporting





There was
no change in our internal controls over financial reporting identified in
connection with the requisite evaluation that occurred during our last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





ITEM
9B. OTHER INFORMATION





This item
is not applicable.


20


PART
III




ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




Management





Our
directors, executive officers, significant employees, as well as their ages and
the positions they held, as of December 31, 2008, are set forth
below.  Our directors hold office until our next annual meeting of
stockholders and until their successors in office are elected and
qualified.  All of our officers serve at the discretion of our Board
of Directors.  There are no family relationships among our executive
officers and directors:





Name
              
              Age
              
              Position
      and Offices with the CompanyJacques
      Mot
              
              52
              
              Chairman
      of the Board of Directors, President and CEOMarcel
      Rokegem
              
              60
              
              DirectorRobert
      Scherne
              
              52
              
              Chief
      Financial Officer





Jacques Mot served as the
Chairman of the Board, President and CEO from April of 1999 to January 24, 2000
and again from February 2002 until the present. Mr. Mot was also a Director of
Argenta & Magnum Management Company Ltd. - - Gibraltar, 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.





Marcel Rokegem has served as
a Director since 1999. As of 1991 he acted as an independent investment
consultant. From 1987 to 1991 he was co-founding partner and director of Euro
Suisse Securities, a member of the London Stock Exchange. From 1982 to 1987 he
was co-founding partner and director of Jesup and Lamont International, an
affiliate of Jesup and Lamont Securities Co., a member of the New York Stock
Exchange and one of the oldest Wall Street firms. Prior to that Mr. Rokegem was
partner in charge of the international department of Biard, Hombergen, Pringiers
and Co., a member of the Brussels Stock Exchange. He started his career with
Kredietbank in Brussels where he was responsible for international equity
trading and sales. He attended the Antwerp Jesuit University where he studied
AES (Applied Economic Science). He is a diploma holder from I.S.M.A. and is an
officially recognized insurance consultant.





Robert Scherne has provided
his services as the interim Chief Financial Officer of New Generation Holdings,
Inc. since February, 2006 on a leased basis through Robert C. Scherne, CPA, PC,
a company that specializes in providing financial management personnel to
businesses on a temporary basis. Mr. Scherne has been the principal of
Robert C. Scherne, CPA, PC, since March 2003. Mr. Scherne has served as CFO
and Secretary of Forme Capital, Inc. from September 2007 to present, as CFO,
Secretary and Treasurer of Dentalserve.com from December 2006 until December
2007, and as CFO of UniPro Financial Services, Inc., from September 2005 until
November 2006. Prior to 2003, Mr. Scherne was employed as an
accountant by Merdinger, Fruchter Rosen and Company from December 1993 to
December 2002; by Louis Sturz & Co. and its successor firm Grossman,
Russo & Shapiro from July 1986 until November 2002; and by L.H.
Frishkoff &Co. and its successor firm A. Uzzo &Co. from July 1978
to June 1986. Mr. Scherne holds a Bachelors of Business Administration
degree in Accounting from Pace University (New York City), and is an active
member of the American Institute of Certified Public Accountants and the New
York State Society of Certified Public Accountants.


21





Involvement in Certain Legal
Proceedings





To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:







•
              the subject of any bankruptcy
      petition filed by or against any business of which such person was a
      general partner or executive officer either at the time of the bankruptcy
      or within two years prior to that
time;
 
 •
              convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);
 
 •
              subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or
 
 •
              found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.




Compliance with Section
16(a) of the Securities Exchange Act




Section
16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than 10 percent of a registered class of our
equity securities, to file reports of ownership and changes in ownership with
the SEC.  To the Company’s knowledge, all reports required to be filed
under  Section 16(a) during the fiscal year ended December 31,
2008 were timely filed.





Code of
Ethics





We have
not adopted a Code of Ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions because of the small number of persons
involved in the management of the Company.




Audit
Committee





We do not
presently have a separately-designated standing Audit Committee.  The
entire Board of Directors acts as the Audit Committee.





Audit Committee Financial
Expert





We do not
presently have a qualified financial expert serving on our Board of Directors as
we do not have adequate financial resources at this time to hire such an
expert.


22


ITEM
11. EXECUTIVE COMPENSATION





The
following table sets forth the cash and non-cash compensation for each of our
last two fiscal years awarded to, earned by or paid to (i) each individual
serving as our chief executive officer during the fiscal year ended December 31,
2008, (ii) the most highly compensated individuals (up to two) other than the
chief executive officer that served as an executive officer at the conclusion of
the fiscal year ended December 31, 2008 and who received total compensation in
excess of $100,000 during such fiscal year and (iii) the most highly compensated
individuals (up to two) that did not serve as an executive officer at the
conclusion of the fiscal year ended December 31, 2008 but who received total
compensation in excess of $100,000 during such fiscal year (collectively, the
“named executive officers”):




SUMMARY
COMPENSATION TABLE





Name
      & Principal
                      Position
                    
                    Year
                    
                    Salary
                      ($)
                    
                    Bonus
                      ($)
                    
                    Stock
      Awards
                      ($)
                    
                    Option
                      Awards
                      ($)
                    
                    Non-Equity
      Incentive Plan Compensation ($)
                    
                    Nonqualified
                      Deferred
                      Compensation
                      Earnings
      ($)
                    
                    All
      Other Compensation
                      ($)
                    
                    Total
                      ($)Jacques
      Mot
                    
                    
                    2008
                    
                    -
                    
                    
                    -
                    
                    -
                    
                    
                    -
                    
                    -
                    
                    
                    -
                    
                    -
                    
                    
                    -Chief
      Executive Officer
                    
                    
                    2007
                    
                    -
                    
                    
                    -
                    
                    -
                    
                    
                    -
                    
                    -
                    
                    
                    -
                    
                    -
                    
                    
                    -




Employment
Agreements





We
entered into a Consulting Agreement with Jacques Mot dated July 5, 2000 pursuant
to which Mr. Mot receives $27,000 per month for his services to the Company. The
Agreement has a one (1) year term with automatic renewal unless terminated by
either party. As of January 1, 2005, Mr. Mot became an employee of the Company
and he receives the same compensation as he received under his Consulting
Agreement. For the fiscal years ending December 31, 2007 and December 31, 2008,
Mr. Mot consented to forego receipt of compensation from NGH.





Pursuant
to an engagement letter with Robert Scherne, CPA, P.C. dated February 10, 2006,
we retained Robert Scherne as our interim Chief Financial Officer on a
consulting basis. Pursuant to the terms of the engagement letter, we pay Robert
Scherne, CPA, P.C. at an hourly rate of $150 per hour.





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END





There
were no equity awards outstanding as of December 31, 2008.




DIRECTOR
COMPENSATION





No
director of the Company received compensation in 2008 and we do not currently
have a compensation plan for members of our Board of Directors for service on
our Board of Directors.


23


ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.





The
following table sets forth, certain information, as of March 10, 2009, 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.





Name
      of Beneficial Owner
                        
                        Number of
                          Shares Beneficially
                          Owned
                        
                        Percent
                          of ClassJacques
      Mot
                        
                        
                        94,958,208
                        
                        95.0
                        %Marcel
      Rokegem
                        
                        
                        5,000
                        
                        *
                        %Robert
      Scherne
                        
                        
                        7,964
                        
                        *
                        %All
      executive officers and directors as a group
                        
                        
                        94,971,172
                        
                        95.0
                        %




*
less than 1%


24





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.




On July
7, 2008 at the Annual Meeting of Stockholders of the Company, the stockholders
ratified a Debt Exchange Agreement entered into with Mr. Jacques Mot, the
Company’s President and Chief Executive Officer, pursuant to which the amount of
$207,429 by which the Company was indebted to Mr. Mot, which amount represented
all outstanding cash advances made to the Company by Mr. Mot through December
31, 2007, was exchanged by Mr. Mot for 91,081 newly issued shares of the
Company’s Series B Preferred Stock.  Pursuant to the terms of the
Series B Preferred Stock, upon the effectiveness of a 1-for-10 reverse stock
split of the Company’s Common Stock on August 1, 2008, each share of Series B
Preferred Stock held by Mr. Mot automatically converted into 1,000 shares of the
Company’s post-reverse split Common Stock (the “Automatic
Conversion”).  AFTER GIVING EFFECT TO THE REVERSE SPLIT AND THE
AUTOMATIC CONVERSION AND INCLUDING SHARES OF COMMON STOCK OWNED BY MR. MOT PRIOR
THERETO, MR. MOT CURRENTLY OWNS 94,958,208, OR APPROXIMATELY 95%, OF THE
CURRENTLY OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY.





The Board
of Directors has determined that Mr. Rokegem is “independent” and that Mr. Mot
is not “independent” as defined in NASDAQ Marketplace Rule 4200.





ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.




Audit
Fees, Audit Related Fees, Tax Fees and All Other Fees




The
following is a summary of the fees billed to New Generation Holdings, Inc. by
RBSM LLP for professional services rendered for the fiscal years ended December
31, 2008 and 2007:




Fee
      Category
                    
                    Fiscal
      2008
                      Fees
                    
                    
                    Fiscal
      2007
                      FeesAudit
      Fees
                    
                    $
                    23,200
                    
                    
                    $
                    43,000Audit-Related
      Fees
                    
                    
                    477
                    
                    
                    
                    —Tax
      Fees
                    
                    
                    2,750
                    
                    
                    
                    1,200All
      Other Fees
                    
                    
                    —
                    
                    
                    
                    —Total
      Fees
                    
                    $
                    26,427
                    
                    
                    $
                    44,200




AUDIT
FEES. Consists of fees billed for professional services rendered for the audit
of New Generation Holdings, Inc.'s consolidated financial statements and review
of the interim consolidated financial statements included in quarterly reports
and services that are normally provided by RBSM LLP in connection with statutory
and regulatory filings or engagements.





AUDIT-RELATED
FEES. Consists of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of New Generation
Holding, Inc.'s consolidated financial statements and are not reported under
"Audit Fees." There were no Audit-Related services provided in fiscal 2008 or
2007.





TAX FEES.
Consists of fees billed for professional services for tax compliance, tax advice
and tax planning. There were tax services provided in the fiscal year 2008 and
2007.





ALL OTHER
FEES. Consists of fees for products and services other than the services
reported above. There were no management consulting services provided in fiscal
2008 or 2007.




Audit
Committee Pre-Approval Policies and Procedures




The
Company currently does not have a separately-designated standing Audit
Committee, and accordingly, the Company's Board of Directors' policy is to
pre-approve all audit and permissible non-audit services provided by the
independent auditors. These services may include audit services, audit-related
services, tax services and other services. Pre-approval is generally provided
for up to one year and any pre-approval is detailed as to the particular service
or category of services and is generally subject to a specific budget. The
independent auditors and management are required to periodically report to the
Company's Board of Directors regarding the extent of services provided by the
independent auditors in accordance with this pre-approval, and the fees for the
services performed to date. The Board of Directors may also pre-approve
particular services on a case-by-case basis.


25


ITEM
15.  EXHIBITS, FINANCITAL STATEMENT SCHEDULES.





(a)
              Documents
      filed as part of this report.


(1)
            Financial
      Statements. The following financial statements are included in
      Part II, Item 8 of this Annual Report on Form
    10-K:





Report of
RBSM LLP on Consolidated Financial Statements as of and for the periods ended
December 31, 2008 and December 31, 2007





Consolidated
Balance Sheets as of December 31, 2008 and 2007





Consolidated
Statements of Losses for the Years ended December 31, 2008 and 2007 and for
cumulative period from April 7, 2003 (date of inception as development stage
enterprise) to December 31, 2008





Consolidated
Statements of Deficiency in Stockholders’ Equity for the Years ended December
31, 2008





Consolidated
Statements of Cash Flows for Years ended December 31, 2008 and 2007 and for
cumulative period from April 7, 2003 (date of inception as development stage
enterprise) to December 31, 2008





Notes to
Consolidated Financial Statements





(2)
            Financial
      Statement Schedules.




Additional
Schedules are omitted as the required information is inapplicable or the
information is presented in the consolidated financial statements or related
notes.





(3)
            Exhibits
      required to be filed by Item 601 of Regulation
  S-K.





See
Exhibit Index located immediately following this Item 15.





The
exhibits filed herewith are attached hereto (except as noted) and those
indicated on the Exhibit Index which are not filed herewith were previously
filed with the Securities and Exchange Commission as indicated.




26


EXHIBIT
INDEX





Exhibit
      No.
                      
                      Description&
      &&
                      3.1
                      
                      Certificate
      of Incorporation++
                      3.2
                      
                      By-Laws***
                      3.3
                      
                      Certificate
      of Designation of Series B Preferred Stock++
                      4.1
                      
                      Specimen
      Certificate for Common Stock++
                      4.2
                      
                      Form
      of Warrant at $0.35 expiring 3 years after issuance
date&&&&
                      4.3
                      
                      Form
      of Warrant to Purchase Common Stock issued to certain consultants on March
      7, 2007.+
                      10.1
                      
                      Consulting
      Agreement of Jacques Mot dated as of April 15, 1999.+++
                      10.5
                      
                      Consulting
      Agreement by and between New Generation Holdings, Inc and Jacques Mot
      dated as of July 5, 2000.*
                      10.6
                      
                      Demand
      Promissory Note in favor of Jacques Mot dated December 31,
      2002.**
                      10.11
                      
                      Engagement
      Letter between New Generation Holdings, Inc. and Robert S. Scherne, CPA,
      PC dated February 10, 2006.**
                      10.12
                      
                      Consulting
      Agreement between New Generation Holdings, Inc. and Clanders Inv. Ltd.
      dated March 15, 2006.**
                      10.13
                      
                      Consulting
      Agreement between New Generation Holdings, Inc. and Patrick
      Hellinckx dated March 15, 2006.**
                      10.14
                      
                      Consulting
      Agreement between New Generation Holdings, Inc. and Jan Rasschaert dated
      March 15, 2006.**
                      10.15
                      
                      Consulting
      Agreement between New Generation Holdings, Inc. and Polymer
      Consulting Limited dated March 15, 2006.**
                      10.16
                      
                      Consulting
      Agreement between New Generation Holdings, Inc. and Volarder Corp.
      Ltd. dated March 15, 2006.&&
                      10.17
                      
                      Election
      to Convert and Amendment to Exchange Agreement among New Generation
      Holdings, Inc., Plastinum Corp. and Jacques Mot dated as of July 10,
      2006&&
                      10.18
                      
                      Advisory
      Agreement between New Generation Holdings, Inc. and Valley Road Capital,
      dated July 10,
2006.




27





***
              10.19
              
              Debt
      Exchange Agreement between New Generation Holdings, Inc. and Jacques Mot
      dated December 31, 2007.****
              21
              
              Subsidiaries
      of the Registrant&
              31.1
              
              Certificate
      pursuant to section 302 of the Sarbanes-Oxley Act of
  2002.&
              31.2
              
              Certificate
      pursuant to section 302 of the Sarbanes-Oxley Act of
  2002.&
              32.1
              
              Certificate
      pursuant to section 906 of the Sarbanes-Oxley Act of
  2002.&
              32.2
              
              Certificate
      pursuant to section 906 of the Sarbanes-Oxley Act of
  2002.









&
              Filed
      herewith.&&
              Incorporated
      by reference to the Company’s Form 8-K filed on July 12,
    2006&&&
              Incorporated
      by reference to the Company’s Form 10-KSB for the year ended December 31,
      2007 filed on March 7, 2007




&&&&
                  Incorporated
      by reference to the Company’s Form 10-QSB for the period ended March 31,
      2007 filed on May 11, 2007+
                  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-KSB for year ended December 31, 2000
      filed on April 16, 2001.*
                  Incorporated
      by reference to the Company's Form 10-KSB for the year ended December 31,
      2002 filed on February 15, 2004.**
                  Incorporated
      by reference to the Company's Form 10-KSB for year ended December 31, 2005
      filed on April 11, 2006***
                  Incorporated
      by reference to the Company’s Form 8-K filed on January 3,
      2008.****
                  Incorporated
      by reference to the Company's Form 10-KSB for year ended December 31, 2007
      filed on March 28,
2008




28


SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
on March 31, 2009 by the undersigned, thereunto duly authorized.




NEW
      GENERATION HOLDINGS, INC.
                    (Registrant)By:
                  /s/
      Jacques MotJacques
      Mot
                    (Chief
      Presiding
Officer)




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below on March 31, 2009 by the following persons on behalf of the
registrant and in the capacities indicated:




By:
                    /s/
      Jacques MotJacques
      Mot
                      Director
      and CEO
                      (Principal
      Executive Officer)By:
                    /s/
      Robert ScherneRobert
      Scherne
                      Interim
      Chief Financial Officer
                      (Principal
      Financial and Accounting Officer)By:
                    /s/
      Marcel RokegemMarcel
      Rokegem
                      Director




29