UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                        Commission File number 000-24623

                          NEW GENERATION HOLDINGS, INC.
                          -----------------------------
          (Exact name of small business issuer as specified in charter)

                     Delaware                             13-4056896
         (State or other jurisdiction of               (I.R.S. Employer
          Incorporation or organization)             Identification No.)

               c/o Westerman Ball Ederer Miller & Sharfstein, LLP
                              170 Old Country Road
                                    Suite 400
                             Mineola, New York 11501
               (Address of principal executive offices) (Zip Code)

                                 (516) 622.9200
                          (Issuer's telephone number)

                           400 West Broadway, 6th Fl.
                            New York, New York 10012
      (Former name, address, and fiscal year, if changed since last report)

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date.

As of March 31, 2003, the issuer had 21,056,690 shares of Common Stock, par
value $.001 per share, outstanding. As of December 31, 2004, the issuer had
27,027,510 shares of Common Stock, par value $.001 per share, outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]

<PAGE>

                                TABLE OF CONTENTS


PART I     FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS                                           F1-F9

ITEM 2     PLAN OF OPERATION                                                 10

ITEM 3     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
           RISK                                                              13

ITEM 4     CONTROLS AND PROCEDURES                                           13


PART II    OTHER INFORMATION                                                 13

ITEM 1     LEGAL PROCEEDINGS                                                 13

ITEM 2     CHANGES IN SECURITIES AND USE OF PROCEEDS                         14

ITEM 3     DEFAULTS UPON SENIOR SECURITIES                                   14

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               14

ITEM 5     OTHER INFORMATION                                                 14

ITEM 6     EXHIBITS

           SIGNATURES

           CERTIFICATES

<PAGE>

PART 1    FINANCIAL INFORMATION
--------------------------------------------------------------------------------

ITEM 1.   FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

The accompanying  consolidated balance sheet of New Generation Holdings, Inc. at
March  31,  2003 and the  consolidated  statements  of losses  and  consolidated
statements of cash flows for the three months ended March 31, 2003 and 2002 have
been  prepared  by  the  Company's  management  in  conformity  with  accounting
principles generally accepted in the United States of America. In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments are of a normal recurring nature.

Operating  results for the three months ended March 31, 2003 are not necessarily
indicative of the results that can be expected for the year ending  December 31,
2003.


                                      F-1
<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                          INDEX TO FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheet at March 31, 2003                       F-3
Condensed Consolidated Statements of Losses for the three months ended
  March 31, 2003 and 2002                                                    F-4
Condensed Consolidated Statements of Cash Flows for the there months
  ended March 31, 2003 and 2002                                              F-5
Notes to Condensed Consolidated Financial Statements                   F-6 ~ F-9



                                      F-2
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET


                                                                  March 31, 2003
                                                                   (unaudited)
                                                                  ------------
ASSETS
Current assets:
  Cash and cash equivalents                                       $          0
                                                                  ------------
Total  current assets                                                       00
Patents, net                                                           107,790
                                                                  ------------
                                                                  $    107,790
                                                                  ============
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities                        $  1,470,303
                                                                  ------------
Total current liabilities                                            1,470,303
Net liabilities of discontinued operations                           3,920,309
(Deficiency in) stockholders' equity:
Preferred stock, par value $.001 per share; 1,000,000 authorized,
  none issued and outstanding at March 31, 2003
Common stock, par value $.001 per share; 50,000,000 authorized,
  21,056,690 issued and outstanding at March 31, 2003                   21,059
Additional paid-in capital                                          29,636,051
Accumulated deficit                                                (34,939,932)
                                                                  ------------
Total (deficiency in) stockholders' equity                          (5,282,822)

                                                                  $    107,790
                                                                  ============


See accompanying notes to unaudited condensed consolidated financial statements.

                                      F-3
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF LOSSES
                                    UNAUDITED


                                                    For the three months
                                                          March 31,
                                              ------------------------------
                                                  2003              2002
                                              ------------      ------------
Operating expenses:
Selling, general and                          $     83,200      $    610,886
 administrative expenses
  Depreciation and amortization                     25,860            36,192
                                              ------------      ------------

Total operating expenses                           109,060           647,078

Loss from continuing operations,
  before discontinued operations                  (109,060)         (647,078)
Income (taxes) benefit                                   0               334
                                              ------------      ------------
Loss from continuing operations,
  before discontinued operations                  (109,060)         (646,744)
Loss from discontinued operations                 (220,779)         (706,932)
                                              ------------      ------------
Net  (loss)                                   $   (329,839)     $ (1,353,676)
                                              ============      ============

Income (loss) per common share
  (basic and assuming dilution):              $      (0.02)     $      (0.06)
                                              ============      ============

Continuing Operations                                (0.01)            (0.03)
Discontinued Operations                              (0.01)            (0.03)

Weighted Average Shares
  Outstanding                                   21,056,690        21,044,768


See accompanying notes to unaudited condensed consolidated financial statements

                                      F-4
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED


                                                         For the three months
                                                            ended March 31,
                                                       ------------------------
                                                          2003           2002
                                                       ---------      ---------

Net cash (used in) operating activities                $ (30,000)     $(400,365)

Cash Flows from Investing Activities                      30,000        (54,513)

Cash Flows from Financing Activities                          --        200,000

Net (decrease) in cash and cash equivalents                            (231,942)
                                                                      ---------
Cash and cash equivalents at beginning of period       $      --        788,098
                                                       ---------      ---------
Cash and cash equivalents at end of period             $      --      $ 556,157
                                                       =========      =========
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for interest             $      --      $  14,002
  Cash paid during the period for taxes                       --             --
  Common stock issued for services                            --        186,170


                                      F-5
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying  unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-QSB,  and therefore,  do not include
all the information  necessary for a fair  presentation  of financial  position,
results of operations and cash flows in conformity  with  accounting  principles
generally  accepted  in the  United  States of  America  for a  complete  set of
financial statements.

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals) considered  necessary for a fair presentation have been included.  The
results from operations for the three-month  period ended March 31, 2003 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2003. The unaudited  condensed  consolidated  financial  statements
should be read in conjunction  with the December 31, 2002  financial  statements
and  footnotes  thereto  included  in  the  Company's  Securities  and  Exchange
Commission Form 10K-SB.

Business and Basis of Presentation

New Generation Holdings, Inc. (the "Company") , was formed under the laws of the
State of Delaware in April,  1999.  The Company is  currently  inactive  with no
significant  operations  and is  seeking to develop  and market  within  Europe,
through its wholly  subsidiary,  New  Generation  Plastic,  Inc., a  proprietary
technology designed to process two or more discrete plastic polymers.

Until ceasing operations in April, 2003, the Company was also engaged, through a
group of  wholly  and  majority-  subsidiaries  (the  "Minerva  Group"),  in the
development of mainframe  computer system  software  solutions in the life cycle
management, data warehousing and data modeling sectors in Europe.

The consolidated  financial  statements include the accounts of the Company, and
domestic and foreign  subsidiaries  that are more than 50% owned and controlled.
Investments  in  affiliates  in which the  Company  has the  ability to exercise
significant influence,  but not control, are accounted for by the equity method.
All other  investments  in  affiliates  are  carried  at cost.  All  significant
intercompany  transactions and balances have been eliminated in the consolidated
financial statements.

Discontinued Operations

During the period  December 2000 through  February  2001,  the Company  acquired
Minerva  Softcare  N.V.,  a  company  formed  under the laws of the  country  of
Belgium,  and its wholly owned  subsidiaries,  Case Belgium N.V., Case Nederland
B.V.,  and Case  France S.A (the  "Minerva  Group").  The Company  acquired  the
Minerva Group in exchange for 7,430,238  shares of its restricted  common stock,
valued  at  $  19,219,603,   plus  net  liabilities   assumed  of  approximately
$1,108,000.

The  Minerva  Group  was  an  integrated  technology   infrastructure  solutions
provider,  which specialized in developing and marketing data warehousing,  life
cycle management and data modeling platforms and solutions.  The Minerva Group's
operations  were  principally  located in  Belgium,  with its other  significant
operations in France, the United Kingdom, and the Netherlands.

As a result of the lack of liquidity, in late 2002, the Minerva Group was forced
to significantly curtail its operations.  In April 2003, the Minerva Group filed
for  liquidation  under the  bankruptcy  laws of the  Country of  Belgium.  As a
result, the court appointed liquidator  overseeing the winding up of the Minerva
Group's affairs, foreclosed on substantially all of the Company's assets and the
Minerva Group ceased all operations.

                                      F-6
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Accordingly,   the  Minerva  Group's  results  have  been  accounted  for  as  a
discontinued  operation  and all  periods  shown have been  restated  to reflect
discontinued operations accounting

Minerva Group  liabilities  as of March 31, 2003 are $3,920,309 and are included
in the accompanying  condensed consolidated balance sheet. There were no Minerva
Group assets as of March 31, 2003.

The consolidated  financial statements have been restated to present the Minerva
operations  as  a  discontinued  operation.   Operating  results  of  discounted
operations are summarized as follows:

                                      Three Months Ended    Three Months Ended
                                        March 31, 2003        March 31, 2002
                                      ------------------    ------------------
    Net sales                             $ 129,059            $ 533,085
    Income (loss) before income taxes      (220,779)            (706,856)
    Income taxes (benefit)                       --                   76
    Net income (loss)                     $(220,779)           $(706,932)

Stock Based Compensation

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
No. 148 ("SFAS No. 148"),  "Accounting for Stock Based  Compensation  Transition
and  Disclosure an amendment of SFAS 123." This  statement  amends SFAS No. 123,
"Accounting for Stock Based  Compensation,"  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock based employee  compensation.  In addition,  this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for stock
based  employee  compensation  and the  effect of the  method  used on  reported
results.  The  Company  has  chosen to  continue  to  account  for  stock  based
compensation  using the intrinsic value method  prescribed in APB Opinion No. 25
and related interpretations. Accordingly, compensation expense for stock options
is  measured as the excess,  if any, of the fair market  value of the  Company's
stock at the date of the grant over the  exercise  price of the related  option.
The Company has adopted the annual disclosure  provisions of SFAS No. 148 in its
financial  reports for the year ended  December 31, 2002 and adopted the interim
disclosure provisions for its financial reports for the subsequent periods.


                                      F-7
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Stock Based Compensation (Continued)
Had compensation  costs for the Company's stock options been determined based on
the fair value at the grant dates for the  awards,  the  Company's  net loss and
losses per share would have been as follows:

                                                      For the three months ended
                                                               March 31,
                                                         2003           2002
                                                     -----------    -----------
Net loss - as reported                               $  (329,839)   $(1,353,676)
Add: Total stock based employee compensation
expense as reported under intrinsic value method               _              _
(APB. No. 25)
Deduct: Total stock based employee compensation
expense as reported under fair value based method              _              _
(SFAS No. 123)
Net loss - Pro Forma                                    (329,839)    (1,353,676)
Net loss attributable to common stockholders - Pro
forma                                                   (329,839)    (1,353,676)
Basic (and assuming dilution) loss per share - as
reported                                                   (0.02)         (0.06)
Basic (and assuming dilution) loss per share - Pro
forma                                                $     (0.02)   $     (0.06)

New Accounting Pronouncements

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104,  Revenue  Recognition.  The staff updated and revised the existing  revenue
recognition in Topic 13, Revenue Recognition,  to make its interpretive guidance
consistent with current accounting  guidance,  principally EITF Issue No. 00-21,
"Revenue  Arrangements with Multiple  Deliverables."  Also, SAB 104 incorporates
portions of the Revenue  Recognition in Financial  Statements - Frequently Asked
Questions  and  Answers  document  that the SEC staff  considered  relevant  and
rescinds  the  remainder.   The  company's  revenue  recognition   policies  are
consistent  with  this  guidance;  therefore,  this  guidance  did  not  have an
immediate impact on the company's consolidated financial statements.

On March 31, 2004,  the  Financial  Accounting  Standards  Board (FASB) issued a
proposed Statement, Share-Based Payment, an amendment of FASB Statements No. 123
and 95, that would require companies to account for stock-based  compensation to
employees using a fair value method as of the grant date. The proposed statement
addresses the accounting for transactions in which a company  receives  employee
services  in  exchange  for  equity  instruments  such  as  stock  options,   or
liabilities that are based on the fair value of the company's equity instruments
or that may be settled  through the issuance of such equity  instruments,  which
includes the  accounting  for  employee  stock  purchase  plans.  This  proposed
statement would eliminate a company's ability to account for share-based  awards
to employees using APB Opinion 25,  Accounting for Stock Issued to Employees but
would not change  the  accounting  for  transactions  in which a company  issues
equity  instruments for services to non-employees or the accounting for employee
stock ownership plans. The proposed  statement,  if adopted,  would be effective
for awards that are  granted,  modified,  or settled in fiscal  years  beginning
after  December  15,  2004.  The  Company  is in the  process of  assessing  the
potential  impact  of this  proposed  statement  to the  consolidated  financial
statements.

                                      F-8
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE B - CAPITAL STOCK

The Company is authorized to issue 50,000,000  shares of common stock with a par
value of $.001 per  share.  As of March 31,  2003 the  Company  has  issued  and
outstanding 21,056,690 shares of common stock. The Company is also authorized to
issue  1,000,000  shares of preferred stock with a par value of $.001 per share.
There are no preferred shares outstanding at March 31, 2003.

NOTE C - STOCK OPTIONS

The  following  table  summarizes  the  changes in options  outstanding  and the
related prices for the shares of the Company's  common stock issued to employees
of the Company under a non-qualified employee stock option plan.

<TABLE>
<CAPTION>
                   Warrants Outstanding                                 Warrants Exercisable
                   --------------------                                 --------------------
                                         Weighted Average
                        Number           Contractual Life           Number          Weighted Average
   Exercise prices:   Outstanding            (Years)             Exercisable         Exercise Price
   ----------------   -----------        ----------------        -----------        ----------------
<S>                    <C>                      <C>               <C>                    <C>
        $  6.00        2,960,706                2.5               2,960,706              $ 6.00
           8.00           91,400                3.2                  91,400                8.00
          12.00          115,000                3.2                 115,000               12.00
           1.80           20,000                3.0                  20,000                1.80
                       ---------             ------               ---------              ------
                       3,187,106                3.0               3,187,106              $ 6.25
                       =========             ======               =========              ======
</TABLE>

Transactions involving the Company's warrant issuance are summarized as follows:

                                                     Number   Weighted Average
                                                   of shares   Exercise Price
                                                   ---------  ----------------
   Outstanding at December 31, 2001                3,187,106     $    6.25
   Granted                                                --            --
   Exercised                                              --            --
   Cancelled                                              --            --
                                                   ---------     ---------
                                                          --             0
   Outstanding at December 31, 2002                3,187,106          6.25
   Granted                                                --            --
   Exercised                                              --            --
   Cancelled                                              --            --
                                                   ---------     ---------
   Outstanding at March 31, 2003                   3,187,106     $    6.25
                                                   =========     =========

                                      F-9
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE C - STOCK OPTIONS (CONTINUED)

If the Company recognized compensation cost for the non-qualified employee stock
option plan in  accordance  with SFAS No. 123, the  Company's pro forma net loss
and net loss per share would have been  $(329,839) and $(0.02) per share for the
period  ended  March 31,  2003 and  $(1,353,676)  and  $(0.06) per share for the
period ended March 31, 2002, respectively.

NOTE D - TRANSACTIONS WITH RELATED PARTIES

During the year ended December 31, 2002, the Company's  President advanced funds
to the  Company  for  working  capital  purposes  in the form of a  non-interest
bearing unsecured note payable on demand.  The net amount of the advance due the
Company's  President  at March 31, 2003 is  $200,000  and is included in accrued
expenses.

NOTE E - SUBSEQUENT EVENTS

The Company raised $597,082 in exchange for the issuance of 5,970,820  shares of
common stock (and warrants to purchase an additional  5,970,820 shares of common
stock at a purchase  price of $0.35 per  share) in a  Regulation  S offering  to
foreign investors that commenced in April of 2004.

ITEM 2.   PLAN OF OPERATION

New Generation Holdings, Inc. (the "Company", "we" or "us") was formed under the
laws of the State of Delaware in 1999. The Company is currently inactive with no
significant  operations  and is  seeking to develop  and market  within  Europe,
through its wholly subsidiary,  a proprietary technology designed to process two
or more discrete plastic polymers.

Until ceasing  operations  in December,  2002,  the Company,  through a group of
wholly-owned  and  majority-owned  subsidiaries  (the "Minerva  Group") was also
engaged, through a group of wholly and majority-subsidiaries, in the development
of mainframe  computer system software  solutions in the life cycle  management,
data warehousing and data modeling sectors in Europe.

In  April  2003,   Minerva's  creditors  forced  the  Company  into  involuntary
liquidation,  and as a  result,  the  Court  appointed  Trustee  overseeing  the
liquidation  foreclosed on substantially all of the Company's assets and Minerva
ceased all operations.

Due to a lack of  liquidity,  we did not timely  file any of our public  filings
commencing  with our annual report for the year ended  December 31, 2002 through
our  quarterly  report for the period ended  September  30, 2004.  We anticipate
filing any remaining  delinquent filings and timely filing our annual report for
the year ended  December  31,  2004.  We then  intend to file with the SEC proxy
materials  for the  purposes  of  among  other  things  electing  directors  and
selecting the Company's independent auditors.

 CURRENT OPERATIONS

As a result of the  Minerva  Group's  operations  ceasing  in 2003,  we have not
undertaken any business  activities from continuing  operations.  The Company is
currently  dormant,  while we develop a plan to finance  and market our  plastic
polymers processing technology.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2003,  we had a working  capital  deficit of $  1,470,305.  As a
result of our  operating  losses  during the three month  period ended March 31,

                                       10
<PAGE>

2003, we generated a cash flow deficit of $ 30,000 from operating activities. We
met our cash requirements  during this period from the sale of our equipment and
furnishings  aggregating  $30,000.  No  cash  flow  was  provided  by  investing
activities during the three month period ended March 31, 2003.

While we have raised capital to meet our working  capital and financing needs in
the past,  aadditional  financing  is  required in order to meet our current and
projected  cash flow deficits from  operations and  development.  We are seeking
financing  in the form of  equity  in order to  provide  the  necessary  working
capital.

We raised  $597,082 in exchange for the  issuance of 5,970,820  shares of common
stock (and warrants to purchase an additional  5,970,820  shares of common stock
at a purchase  price of $0.35 per share) in a  Regulation  S offering to foreign
investors  that  commenced  in April  of 2004;  however,  we  currently  have no
commitments  for additional  financing and there is no guarantee that we will be
successful in raising additional required funds.

By adjusting its operations and  development  to the level of  capitalization  ,
management  believes it has suffucient  capital resources to meet projected cash
flow deficits  through the next twelve months . However,  if thereafter,  we are
not successful in generating  sufficient liquidity from operations or in raising
sufficient  capital  resources,  on terms  acceptable  to us,  this could have a
material  adverse effect on our business,  results of operations,  liquidity and
financial condition.

The independent  auditors  report on our December 31, 2002 financial  statements
states that our recurring losses raise  substantial  doubts about our ability to
continue as a going concern.

RECENT ACCOUNTING PRONOUNCEMENTS

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104,  Revenue  Recognition.  The staff updated and revised the existing  revenue
recognition in Topic 13, Revenue Recognition,  to make its interpretive guidance
consistent with current accounting  guidance,  principally EITF Issue No. 00-21,
"Revenue  Arrangements with Multiple  Deliverables."  Also, SAB 104 incorporates
portions of the Revenue  Recognition in Financial  Statements - Frequently Asked
Questions  and  Answers  document  that the SEC staff  considered  relevant  and
rescinds  the  remainder.   The  company's  revenue  recognition   policies  are
consistent  with  this  guidance;  therefore,  this  guidance  did  not  have an
immediate impact on the company's consolidated financial statements.

On March 31, 2004,  the  Financial  Accounting  Standards  Board (FASB) issued a
proposed Statement, Share-Based Payment, an amendment of FASB Statements No. 123
and 95, that would require companies to account for stock-based  compensation to
employees using a fair value method as of the grant date. The proposed statement
addresses the accounting for transactions in which a company  receives  employee
services  in  exchange  for  equity  instruments  such  as  stock  options,   or
liabilities that are based on the fair value of the company's equity instruments
or that may be settled  through the issuance of such equity  instruments,  which
includes the  accounting  for  employee  stock  purchase  plans.  This  proposed
statement would eliminate a company's ability to account for share-based  awards
to employees using APB Opinion 25,  Accounting for Stock Issued to Employees but
would not change  the  accounting  for  transactions  in which a company  issues
equity  instruments for services to non-employees or the accounting for employee
stock ownership plans. The proposed  statement,  if adopted,  would be effective
for awards that are  granted,  modified,  or settled in fiscal  years  beginning
after  December  15,  2004.  The  Company  is in the  process of  assessing  the
potential  impact  of this  proposed  statement  to the  consolidated  financial
statements.

PRODUCT RESEARCH AND DEVELOPMENT

We do not anticipate incurring research and development  expenditures during the
next 12 months.

ACQUISITION OR DISPOSITION OF PLANT AND EQUIPMENT

We do not anticipate the sale of any  significant  property,  plant or equipment
during the 12 months.  We do not anticipate the  acquisition of any  significant
property, plant or equipment during the next 12 months.

                                       11
<PAGE>

NUMBER OF EMPLOYEES

As of March 31, 2003, we had no employees.  Currently,  we have no employees but
engage Jacques Mot as a consultant.

OFF-BALANCE SHEET ARRANGEMENTS

The  Company  does  not  maintain  off-balance  sheet  arrangements  nor does it
participate in non-exchange  traded  contracts  requiring fair value  accounting
treatment.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not exposed to foreign currency risk due to the Company's revenue
transactions being conducted in U.S. dollars.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company's Chief Executive and its Chief Financial Officer,  after evaluating
the  effectiveness  of the  Company's  disclosure  controls and  procedures  (as
defined in the Securities Exchange Act of 1934 Rules l3a-14(c) and 15d- 14(c) as
of a date  within 90 days of the filing  date of this  quarterly  report on Form
10-QSB (the "Evaluation  Date"),  have concluded that as of the Evaluation Date,
the Company's  disclosure controls and procedures were adequate and effective to
ensure that material  information relating to the Company would be made known to
it by others  within the Company,  particularly  during the period in which this
quarterly report on Form 10-QSB was being prepared.

CHANGES IN INTERNAL CONTROLS

There were not  significant  changes in the  Company's  internal  controls or in
other factors that could significantly  affect the Company's disclosure controls
and  procedures   subsequent  to  the  Evaluation   Date,  nor  any  significant
deficiencies or material  weaknesses in such disclosure  controls and procedures
requiring corrective actions.

PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         As of March 31,  2003,  the  Company was a party to or was aware of the
pending legal proceedings or claims set forth below:

         (a) In  April of 2003,  our  subsidiary,  Minerva  Softcare,  N.V.  was
liquidated  under the  bankruptcy  laws of Belgium  and all of its  assets  were
liquidated by a court appointed liquidator.

         (b) Mr.  Eduard  van Raay of  Net-Invest,  a former  consultant  to the
Company asserted a claim against the Company for payment of fees and expenses in
the  approximate  amount of  $75,000.  The  Company  believes  Mr.  van Raay has
obtained  a default  judgment  in the amount set forth  above  (plus  interest);
however, the Company believes it has meritorious defenses.

      (c) Rubenstein  Investor  Relations,  Inc., our former investor  relations
firm,  asserted a claim  against us in the first  quarter of 2003.  The  Company
believes  Rubenstein has obtained a default  judgment against the Company in the
approximate amount of $78,000); however, the Company believes it has meritorious
defenses.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)      None
(b)      None

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<PAGE>

     (c) The following table provides  information about purchases by us and our
     affiliated  purchasers  during the  quarter  endedMarch  31, 2003 of equity
     securities  that  are  registered  by us  pursuant  to  Section  12 of  the
     Securities Exchange Act of 1934:


                      ISSUER PURCHASES OF EQUITY SECURITIES

<TABLE>
<CAPTION>
Period                  (a)               (b)                   (c)                               (d)
                  Total Number of       Average      Total Number of Shares (or     Maximum Number (or Approximate
                 Shares (or Units)    Price Paid    Units) Purchased as Part of   Dollar Value) of Shares (or Units)
                     Purchased)        per Share    Publicly Announced Plans or     that May Yet Be Purchased Under
                                       (or Unit)            Programs (1)               the Plans or Programs (1)
                 -----------------    ----------    ---------------------------   ----------------------------------
<S>                      <C>              <C>                    <C>                               <C>
01/01/03-01/31/03        0                $ 0                    0                                 0
02/01/03-02/28/03        0                $ 0                    0                                 0
03/01/03-03/31/03        0                $ 0                    0                                 0
</TABLE>

(1)   We have not entered into any plans or programs under which we may
      repurchase its common stock.


ITEM 3.  DEFAULT UPON SENIOR SECURITIES

No report is required.

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

None.

ITEM 5.  OTHER INFORMATION

Not applicable.

ITEM 6.           EXHIBITS

(a) Exhibits  required to be attached by Item 601 of  Regulation  S-B are listed
below and are incorporated herein by this reference.

        Exhibit 31.1   Certificate pursuant to section 302 of the Sarbanes-Oxley
                       Act of 2002.

        Exhibit 32.1   Certificate pursuant to section 906 of the Sarbanes-Oxley
                       Act of 2002.


                                       13
<PAGE>

                                    SIGNATURE

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

NEW GENERATION HOLDINGS, INC.


February 28, 2005

/s/ Jacques Mot
-------------------
Jacques Mot
President, Chief Financial Officer, Secretary and Director



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