UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549










FORM
10-Q








xQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended June 30, 2009





or





oTRANSITION REPORT PURSUANT TO 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
                
                20-4255141(State or other jurisdiction of
                  incorporation or organization)
                
                (I.R.S. Employer
                  Identification No.)





c/o 245
Park Avenue


New York,
NY 10167




(Address of principal executive offices) (Zip Code)





Registrant’s
telephone number, including area code: (212) 792-4030





Indicate
by check mark whether the registrant (1) has 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.  Yes  þNo o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes o No o




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.





Large
      accelerated filero
              
              Acceleratedfiler
      o
              
              Non-accelerated
      filer o
                (Do
      not check if a smallerreporting company)
              
              Smaller
      reporting company þ





Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).  Yes þNo o





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 July 28, 2009 was 99,956,045.










NEW
GENERATION HOLDINGS, INC.





Form
10-Q


For
the Quarter Ended June 30, 2009








TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATIONItem
      1.
                      Financial
      Statements (Unaudited)
                      
                      3Condensed
      Consolidated Balance Sheet
                      
                      3Condensed
      Consolidated Statements of Losses
                      
                      4Condensed
      Consolidated Statement of Stockholders’ Deficiency
                      
                      5Condensed
      Consolidated Statements of Cash Flows
                      
                      6Notes
      to Condensed Consolidated Financial Statements
                      
                      7Item
      2.
                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                      
                      11Item
      3.
                      Quantitative
      and Qualitative Disclosures About Market Risk
                      
                      15Item
      4.
                      Controls
      and Procedures
                      
                      15Item 4T.
                      Controls
      and Procedures
                      
                      15PART
      II - OTHER INFORMATIONItem
      1.
                      Legal
      Proceedings
                      
                      17Item
      1A.
                      Risk
      Factors
                      
                      17Item
      2.
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      
                      17Item
      3.
                      Defaults
      Upon Senior Securities
                      
                      17Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      
                      17Item
      5.
                      Other
      Information
                      
                      17Item
      6.
                      Exhibits
                      
                      18




2







PART
I – FINANCIAL INFORMATION





ITEM
      1.
            FINANCIAL
      STATEMENTS (UNAUDITED)





NEW
GENERATION HOLDINGS, INC.


(A
Development Stage Company)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 June
      30,
                  
                  
                  December
      31,2009
                  
                  
                  2008(Unaudited)AssetsCurrent
      assets:Cash
                  
                  $
                  -
                  
                  
                  $
                  -Total
      assets
                  
                  $
                  -
                  
                  
                  $
                  -Liabilities
      and deficiency in stockholders' equityCurrent
      liabilities:Accounts
      payable and accrued expenses:
                  
                  $
                  531,923
                  
                  
                  $
                  500,945Due
      to Plastinum
                  
                  
                  -
                  
                  
                  
                  -Due
      to stockholder
                  
                  
                  -
                  
                  
                  
                  -Total
      current liabilities
                  
                  
                  531,923
                  
                  
                  
                  500,945Deficiency
      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 shares issued and outstanding
                  
                  
                  99,956
                  
                  
                  
                  99,956Additional
      paid-in capital
                  
                  
                  38,671,184
                  
                  
                  
                  38,671,184Other
      comprehensive income
                  
                  
                  20,926
                  
                  
                  
                  20,926Accumulated
      deficit prior to development stage
                  
                  
                  (31,081,731
                  )
                  
                  
                  (31,081,731
                  )Deficit
      accumulated during the development stage
                  
                  
                  (8,242,258
                  )
                  
                  
                  (8,211,280
                  )Total
      deficiency in stockholders' equity
                  
                  
                  (531,923
                  )
                  
                  
                  (500,945
                  )Total
      liabilities and deficiency in stockholders' equity
                  
                  $
                  -
                  
                  
                  $
                  -
 
 See
accompanying notes to unaudited condensed consolidated financial
statements.
 3


NEW
GENERATION HOLDINGS, INC.
 (A
Development Stage Company)
 CONDENSED
CONSOLIDATED STATEMENTS OF LOSSES
 (Unaudited)
 
 Cumulative Periodfrom April 7, 2003(Reestablishment ofDevelopment StageCompany) toThree Months ended June 30,
                  
                  
                  Six Months ended June 30,
                  
                  
                  June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  2009Operating
      expenses:General
      and administrative expenses
                  
                  $
                  12,728
                  
                  
                  $
                  25,434
                  
                  
                  $
                  30,978
                  
                  
                  $
                  51,635
                  
                  
                  $
                  1,191,439Total
      operating expenses
                  
                  
                  12,728
                  
                  
                  
                  25,434
                  
                  
                  
                  30,978
                  
                  
                  
                  51,635
                  
                  
                  
                  1,191,439Loss
      from continuing operations before other income (expense)
                  
                  
                  (12,728
                  )
                  
                  
                  (25,434
                  )
                  
                  
                  (30,978
                  )
                  
                  
                  (51,635
                  )
                  
                  
                  (1,191,439
                  )Change
      in value of warrant liability
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,254,174
                  )Interest
      expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (796,645
                  )Loss
      from continuing operations before provision for income
    taxes
                  
                  
                  (12,728
                  )
                  
                  
                  (25,434
                  )
                  
                  
                  (30,978
                  )
                  
                  
                  (51,635
                  )
                  
                  
                  (8,242,258
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      loss from continuing operations
                  
                  
                  (12,728
                  )
                  
                  
                  (25,434
                  )
                  
                  
                  (30,978
                  )
                  
                  
                  (51,635
                  )
                  
                  
                  (8,242,258
                  )Loss
      from discontinued operations, net of tax
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (5,267,038
                  )Net
      loss
                  
                  $
                  (12,728
                  )
                  
                  $
                  (25,434
                  )
                  
                  $
                  (30,978
                  )
                  
                  $
                  (51,635
                  )
                  
                  $
                  (13,509,296
                  )Net
      loss per common share, basic and diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )Weighted
      average shares outstanding, basic and diluted
                  
                  
                  99,956,045
                  
                  
                  
                  8,874,998
                  
                  
                  
                  99,956,045
                  
                  
                  
                  8,874,998Comprehensive
      loss:Net
      loss
                  
                  $
                  (12,728
                  )
                  
                  $
                  (25,434
                  )
                  
                  $
                  (30,978
                  )
                  
                  $
                  (51,635
                  )Foreign
      currency translation loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Comprehensive
      loss
                  
                  $
                  (12,728
                  )
                  
                  $
                  (25,434
                  )
                  
                  $
                  (30,978
                  )
                  
                  $
                  (51,635
                  )
 
 See
accompanying notes to unaudited condensed consolidated financial
statements.
 4


NEW
GENERATION HOLDINGS, INC.
 (A
Development Stage Company)
 CONDENSED
CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
 (Unaudited)
 
 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
                          )Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (30,978
                          )
                          
                          
                          -
                          
                          
                          
                          (30,978
                          )Balance,
      June 30, 2009 (Unaudited)
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          99,956,045
                          
                          
                          $
                          99,956
                          
                          
                          $
                          38,671,184
                          
                          
                          $
                          -
                          
                          
                          $
                          (31,081,731
                          )
                          
                          $
                          (8,242,258
                          )
                          
                          $
                          20,926
                          
                          
                          $
                          (531,923
                          )
 
 See
accompanying notes to unaudited condensed consolidated financial
statements.
  5
 NEW
GENERATION HOLDINGS, INC.
 (A
Development Stage Company)
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 
 Cumulative Periodfrom April 7, 2003(Reestablishment ofDevelopment StageCompany)
      toSix
      Months ended June 30,
                            
                            
                            June
      30,2009
                            
                            
                            2008
                            
                            
                            2009Cash
      flows from operating activities:Net
      income (loss)
                            
                            $
                            (30,978
                            )
                            
                            $
                            (51,635
                            )
                            
                            $
                            (13,509,296
                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Warrants
      issued for services
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            21,100Stock
      based compensation
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            154,172Amortization
      of debt discount
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            774,481Change
      in value of warrant liability
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            6,254,174Expenses
      paid by Plastinum
                            
                            
                            -
                            
                            
                            
                            38,455
                            
                            
                            
                            141,856Gain
      on settlement of payables
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            (44,675
                            )Interest
      converted to preferred stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            43,341Depreciation
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            107,790Loss
      attributed to minority interest
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (46,366
                            )Increase
      (decrease) in liabilities:Accounts
      payable
                            
                            
                            30,978
                            
                            
                            
                            13,180
                            
                            
                            
                            1,512,300Cash
      used in operating activities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (4,591,123
                            )Cash
      flows from financing activities:Cash
      retained by former subsidiary
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (36,893
                            )Advances
      from stockholder
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            712,335Proceeds
      from sale of convertible notes
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            500,000Proceeds
      from sale of common stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            3,394,755Cash
      provided by financing activities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,570,197Effect
      of exchange rate changes on cash
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            20,926Net
      (decrease) increase in cash
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Cash,
      beginning of period
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Cash,
      end of period
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Supplemental
      disclosure of non-cash financing activities:Expenses
      paid by former subsidiary
                            
                            $
                            -
                            
                            
                            $
                            38,455
 
 See
accompanying notes to  unaudited condensed consolidated financial
statements.
 
 6




NEW
GENERATION HOLDINGS, INC.
 (A
Development Stage Company)
 
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  JUNE 30,
2009
 (Unaudited)
  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 June 30,
2009 we have accumulated losses of $8,242,258.
  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.
 
 Basis
of Presentation
  The
accompanying unaudited condensed consolidated financial statements as of June
30, 2009 and for the three and six month periods ended June 30, 2009 and 2008
and from date of inception as development stage enterprise (April 7, 2003) to
June 30, 2009 have been prepared by NGH pursuant to the rules and regulations of
the Securities and Exchange Commission, including Form 10-Q and Regulation S-X.
The information furnished herein reflects all adjustments (consisting of normal
recurring accruals and adjustments) which are, in the opinion of management,
necessary to fairly present the operating results for the respective periods.
Certain information and footnote disclosures normally present in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such
rules and regulations. The company believes that the disclosures provided are
adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the audited financial statements
and explanatory notes for the year ended December 31, 2008 as disclosed in the
company's 10-K for that year as filed with the SEC, as it may be
amended.
  The
results of the six months ended June 30, 2009 are not necessarily indicative of
the results to be expected for the pending full year ending December 31,
2009.
 7
  Going
Concern
  The
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 $8,242,258 from the reestablishment of development
stage operations, have not generated any revenue during that period, have a
deficit in working capital of $531,923 at June 30, 2009 and have a stockholders'
deficiency of $531,923 at June 30, 2009.
 
 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.
  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 $8,242,258 from the reestablishment of development stage
operations to June 30, 2009, and have an accumulated deficit of $39,323,989 as
of June 30, 2009. In addition, our current liabilities exceeded our current
assets by $531,923 as of June 30, 2009. Consequently, our operations are subject
to all risks inherent in the establishment of a new business
enterprise.
 
 Net
Earnings (Loss) 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 three months ended June 30,
2009 and 2008. For the six months ended June 30, 2009 and 2008, per share basic
and diluted net loss amounted to $0.00 and $0.01, respectively. For the three
and six months ended June 30, 2009 and 2008, 198,558 and 1,490,633 potential
shares, respectively, were excluded from the shares used to calculate diluted
earnings per share as their inclusion would be antidilutive.
 8
  Recent
Accounting Pronouncements
 
 In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” (SFAS 160). SFAS
160 requires that non-controlling (or minority) interests in subsidiaries be
reported in the equity section of the company’s balance sheet, rather than in a
mezzanine section of the balance sheet between liabilities and equity. SFAS 160
also changes the manner in which the net income of the subsidiary is reported
and disclosed in the controlling company’s income statement. SFAS 160 also
establishes guidelines for accounting or changes in ownership percentages and
for deconsolidation. SFAS 160 is effective for financial statements for fiscal
years beginning on or after December 15, 2008 and interim periods within those
years. The adoption of SFAS 160 did not have a material impact on our financial
position, results of operations or cash flows.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities-an amendment of FASB Statement No. 133” (SFAS 161). SFAS
161 requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial reporting. SFAS
161 is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
The adoption of SFAS 161 did not have a material impact on our financial
position, results of operations or cash flows.
  Effective
January 1, 2009, the Company adopted the Financial Accounting Standards Board's
Staff Position (FSP) on the Emerging Issues Task Force (EITF) Issue No. 03-6-1,
“Determining Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities.”  The FSP required that all unvested
share-based payment awards that contain nonforfeitable rights to dividends
should be included in the basic Earnings Per Share (EPS)
calculation.  This standard did not affect the consolidated financial
position or results of operations.
  In April
2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments” (“FSP FAS No. 115-2”). FSP FAS
No. 115-2 provides guidance in determining whether impairments in debt
securities are other than temporary, and modifies the presentation and
disclosures surrounding such instruments. This FSP is effective for interim
periods ending after June 15, 2009, but early adoption is permitted for interim
periods ending after March 15, 2009. The adoption of this standard during the
second quarter of 2009 had no impact on the Company’s consolidated financial
position or results of operations.
  In April
2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS No. 157-4”). FSP
FAS No. 157-4 provides additional guidance in determining whether the market for
a financial asset is not active and a transaction is not distressed for fair
value measurement purposes as defined in SFAS No. 157, “Fair Value
Measurements.” FSP FAS No. 157-4 is effective for interim periods ending after
June 15, 2009, but early adoption is permitted for interim periods ending after
March 15, 2009. The adoption of this standard during the second quarter of 2009
had no impact on the Company’s consolidated financial position or results of
operations.
  In April
2009, the FASB issued FSP FAS No. 107-1 and APB 28-1, “Interim Disclosures about
Fair Value of Financial Instruments” (“FSP FAS No. 107-1 and APB 28-1”). This
FSP amends FASB Statement No. 107, “Disclosures about Fair Values of Financial
Instruments,” to require disclosures about fair value of financial instruments
in interim financial statements as well as in annual financial statements. APB
28-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require
those disclosures in all interim financial statements. This standard is
effective for interim periods ending after June 15, 2009, but early adoption is
permitted for interim periods ending after March 15, 2009. The adoption of this
standard during the second quarter of 2009 had no impact on the Company’s
consolidated financial position or results of operations.
  In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”
(“SFAS No. 165”). SFAS No. 165 establishes general standards
of accounting for and disclosure of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued.
SFAS No. 165 will be effective for interim and annual financial
periods ending after June 15, 2009. The Company adopted
SFAS No. 165 during the three months ended June 30, 2009 and
evaluated subsequent events through the issuance date of the financial
statements. SFAS No. 165 had no impact on the Company’s consolidated
financial position or results of operations.
 
 In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principals – a
replacement of FAS No.162” (“SFAS No. 168”). This
statement establishes the Codification as the source of authoritative U.S.
accounting and reporting standards recognized by the FASB for use in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP. Rules and interpretive releases of the SEC
under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. The Codification was the result of a project of FASB
to organize and simplify all authoritative GAAP literature into one source. This
statement is effective for interim reporting and annual periods ending after
September 15, 2009. Accordingly, the Company will adopt SFAS No. 168
during the quarter ended September 30, 2009. The Company does not
anticipate this statement to have a material impact on its consolidated
financial position, results of operations or cash
flows.
 9
  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 statements.
 
 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.
  We are
also authorized to issue 1,000,000 shares of preferred stock with a par value of
$.001 per share.
 
 NOTE C
- RELATED PARTY TRANSACTIONS
 
 During
the six month period ended June 30, 2008, Plastinum paid certain of our expenses
and accounts payable, primarily related to professional fees. These payments
aggregated $38,455 during that period.




10


ITEM 2.
              MANAGEMENT'S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
  Statements
used in this Form 10-Q, 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.
 
 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 2009. The foregoing matters raise substantial doubt about our
ability to continue as a going concern.
 
 Recent
Accounting Pronouncements
 
 In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” (SFAS 160). SFAS
160 requires that non-controlling (or minority) interests in subsidiaries be
reported in the equity section of the company’s balance sheet, rather than in a
mezzanine section of the balance sheet between liabilities and equity. SFAS 160
also changes the manner in which the net income of the subsidiary is reported
and disclosed in the controlling company’s income statement. SFAS 160 also
establishes guidelines for accounting or changes in ownership percentages and
for deconsolidation. SFAS 160 is effective for financial statements for fiscal
years beginning on or after December 15, 2008 and interim periods within those
years. The adoption of SFAS 160 did not have a material impact on our financial
position, results of operations or cash flows.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities-an amendment of FASB Statement No. 133” (SFAS 161). SFAS
161 requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial reporting. SFAS
161 is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
The adoption of SFAS 161 did not have a material impact on our financial
position, results of operations or cash flows.
  Effective
January 1, 2009, the Company adopted the Financial Accounting Standards Board's
Staff Position (FSP) on the Emerging Issues Task Force (EITF) Issue No. 03-6-1,
“Determining Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities.”  The FSP required that all unvested
share-based payment awards that contain nonforfeitable rights to dividends
should be included in the basic Earnings Per Share (EPS)
calculation.  This standard did not affect the consolidated financial
position or results of operations.
  12
 In April
2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments” (“FSP FAS No. 115-2”). FSP FAS
No. 115-2 provides guidance in determining whether impairments in debt
securities are other than temporary, and modifies the presentation and
disclosures surrounding such instruments. This FSP is effective for interim
periods ending after June 15, 2009, but early adoption is permitted for interim
periods ending after March 15, 2009. The adoption of this standard during the
second quarter of 2009 had no impact on the Company’s consolidated financial
position or results of operations.
  In April
2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS No. 157-4”). FSP
FAS No. 157-4 provides additional guidance in determining whether the market for
a financial asset is not active and a transaction is not distressed for fair
value measurement purposes as defined in SFAS No. 157, “Fair Value
Measurements.” FSP FAS No. 157-4 is effective for interim periods ending after
June 15, 2009, but early adoption is permitted for interim periods ending after
March 15, 2009. The adoption of this standard during the second quarter of 2009
had no impact on the Company’s consolidated financial position or results of
operations.
  In April
2009, the FASB issued FSP FAS No. 107-1 and APB 28-1, “Interim Disclosures about
Fair Value of Financial Instruments” (“FSP FAS No. 107-1 and APB 28-1”). This
FSP amends FASB Statement No. 107, “Disclosures about Fair Values of Financial
Instruments,” to require disclosures about fair value of financial instruments
in interim financial statements as well as in annual financial statements. APB
28-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require
those disclosures in all interim financial statements. This standard is
effective for interim periods ending after June 15, 2009, but early adoption is
permitted for interim periods ending after March 15, 2009. The adoption of this
standard during the second quarter of 2009 had no impact on the Company’s
consolidated financial position or results of operations.
 In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”
(“SFAS No. 165”). SFAS No. 165 establishes general standards
of accounting for and disclosure of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued.
SFAS No. 165 will be effective for interim and annual financial
periods ending after June 15, 2009. The Company adopted
SFAS No. 165 during the three months ended June 30, 2009 and
evaluated subsequent events through the issuance date of the financial
statements. SFAS No. 165 had no impact on the Company’s consolidated
financial position or results of operations.
 
 In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principals – a
replacement of FAS No.162” (“SFAS No. 168”). This
statement establishes the Codification as the source of authoritative U.S.
accounting and reporting standards recognized by the FASB for use in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP. Rules and interpretive releases of the SEC
under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. The Codification was the result of a project of FASB
to organize and simplify all authoritative GAAP literature into one source. This
statement is effective for interim reporting and annual periods ending after
September 15, 2009. Accordingly, the Company will adopt SFAS No. 168
during the quarter ended September 30, 2009. The Company does not
anticipate this statement to have a material impact 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.
  13
 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.
  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.
  RESULTS
OF OPERATIONS
 
 THREE MONTHS ENDED JUNE 30,
2009 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 2008
  Operating
losses from continuing operations decreased from $25,434 for the three months
ended June 30, 2008 to $12,728 for the three months ended June 30, 2009. The
decrease of $12,706 was the result of a decrease in professional fees, which
were our only expenses during the periods presented. 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.
  SIX MONTHS ENDED JUNE 30, 2009
COMPARED TO THE SIX MONTHS
ENDED JUNE 30, 2008
  Operating
losses from continuing operations decreased from $51,635 for the six months
ended June 30, 2008 to $30,978 for the six months ended June 30, 2009. The
decrease of $20,657 was the result of a decrease in professional fees, which
were our only expenses during the periods presented. 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.
  14
 LIQUIDITY
AND CAPITAL RESOURCES
 
 As of
June 30, 2009, we had a deficiency in working capital of $531,923. 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.
 
 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 3.
            QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





This item
is not applicable.




ITEM 4.
            CONTROLS AND
      PROCEDURES





This item
is not applicable.





ITEM 4T.
            CONTROLS AND
      PROCEDURES






15


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.




As of the
end of the period covered by this Quarterly Report, our 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 our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the
Exchange Act).  Based upon that evaluation and the identification
of the material weakness in the Company’s internal control over financial
reporting as of December 31, 2008 (described below) which has not been
remediated as of of the end of the period covered by this Quarterly Report,
our Chief Executive Officer and Chief Financial Officer have concluded that the
Company’s disclosure controls and procedures were ineffective as of the end of
the period covered by this Quarterly Report.





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.




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.


16





PART
II - OTHER INFORMATION




ITEM 1.
            LEGAL
      PROCEEDINGS





This item
is not applicable.





ITEM 1A.
            RISK
      FACTORS





This item
is not applicable.




ITEM 2.
            UNREGISTERED SALES OF
      EQUITY SECURITIES AND USE OF
PROCEEDS




This item
is not applicable.





ITEM 3.
            DEFAULTS UPON SENIOR
      SECURITIES





This item
is not applicable.




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





On June
30, 2009, we held our Annual Meeting of Stockholders. At the meeting (i) each of
Jacques Mot and Marcel Rokegem was elected as a Director of the Company and (ii)
the appointment of RBSM LLP as independent auditors of the Company for the
fiscal year ending December 31, 2009 was ratified by a majority of the votes
cast at the meeting. The following is a summary of the number of votes cast for,
against or withheld on each matter voted upon at the meeting as well as the
number of abstentions as to each matter:




MATTER
                
                VOTES
                  FOR
                
                
                VOTES
                  AGAINST/
                  WITHHELD
                
                
                VOTES
                  ABSTAININGTo
      elect the following Directors to hold office until the next Annual Meeting
      and until their successors are elected and qualified:Jacques
      Mot
                
                
                95,567,481
                
                
                
                366,417
                
                
                
                -Marcel
      Rokegem
                
                
                95,569,031
                
                
                
                364,867
                
                
                
                -To
      ratify the appointment of RBSM LLP as independent auditors of the Company
      for the fiscal year ending December 31, 2009
                
                
                95,567,631
                
                
                
                366,267
                
                
                
                0




ITEM 5.
              OTHER
      INFORMATION




This item
is not applicable.





17


ITEM 6.
              EXHIBITS




The
following exhibits are being filed as part of this quarterly
report:





Exhibit
      No.
                
                Description31.1
                
                Certificate
      pursuant to section 302 of the Sarbanes-Oxley Act of 2002, filed
      herewith.31.2
                
                Certificate
      pursuant to section 302 of the Sarbanes-Oxley Act of 2002, filed
      herewith.32.1
                
                Certificate
      pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.32.2
                
                Certificate
      pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.






18





SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




NEW
      GENERATION HOLDINGS, INC.
                  (Registrant)Date: August
      14, 2009
                By:
                /s/
      Jacques MotName: Jacques Mot
                  Title: President and Chief Executive OfficerDate: August
      14, 2009
                By:
                /s/
      Robert ScherneName: Robert Scherne
                  Title: Interim
      Chief Financial Officer






19