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

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

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

                        Commission File number 000-24623

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

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

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

                                 (516) 622.9200
                          (Issuer's telephone number)

                                       N/A
      (Former name, address, and fiscal year, if changed since last report)


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of June 30, 2003, the issuer had 21,056,690 shares of Common Stock, par value
$.001 per share, outstanding. As of December 31, 2004, the issuer had 27,027,510
shares of Common Stock, par value $.001 per share, outstanding.

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

<PAGE>

                                TABLE OF CONTENTS


PART I       FINANCIAL INFORMATION

ITEM 1       FINANCIAL STATEMENTS                                          F1-F9

ITEM 2       PLAN OF OPERATION                                                10

ITEM 3       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       13

ITEM 4       CONTROLS AND PROCEDURES                                          13


PART II      OTHER INFORMATION                                                13

ITEM 1       LEGAL PROCEEDINGS                                                13

ITEM 2       CHANGES IN SECURITIES AND USE OF PROCEEDS                        14

ITEM 3       DEFAULTS UPON SENIOR SECURITIES                                  14

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

ITEM 5       OTHER INFORMATION                                                14

ITEM 6       EXHIBITS

             SIGNATURES

             CERTIFICATES

<PAGE>

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

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

The accompanying  consolidated balance sheet of New Generation Holdings, Inc. at
June  30,  2003 and the  consolidated  statements  of  losses  and  consolidated
statements  of cash flows for the three and six months  ended June 30,  2003 and
2002  have  been  prepared  by  the  Company's  management  in  conformity  with
accounting principles generally accepted in the United States of America. In the
opinion  of  management,   all  adjustments  considered  necessary  for  a  fair
presentation  of the results of  operations  and  financial  position  have been
included and all such adjustments are of a normal recurring nature.

Operating  results  for the three and six  months  ended  June 30,  2003 are not
necessarily  indicative  of the results that can be expected for the year ending
December 31, 2003.


                                      F-1
<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                          INDEX TO FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheet at June 30, 2003                        F-3
Condensed Consolidated Statements of Losses for the three and
  six months ended June 30, 2003 and 2002                                    F-4
Condensed Consolidated Statements of Cash Flows for the six months ended
  June 30, 2003 and 2002                                                     F-5
Notes to Condensed Consolidated Financial Statements                   F-6 ~ F-9


                                      F-2
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET


                                                                   June 30, 2003
                                                                    (unaudited)
                                                                   ------------
ASSETS
Current assets :
  Cash and cash equivalents                                        $          0
Total current assets                                                          0
Other assets:
Patent, net                                                              81,431
                                                                   ------------
                                                                   $     81,431
                                                                   ============

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities                         $  1,631,870
Total  current liabilities                                            1,631,870


(Deficiency in) stockholders' equity:
Preferred stock, par value $.001 per share; 1,000,000 authorized,
  none issued and outstanding at June 30, 2003
Common stock, par value $.001 per share; 50,000,000 authorized,
  21,056,690 issued and outstanding at June 30, 2003                     21,059
Additional paid-in capital                                           29,636,057
Accumulated deficit                                                 (31,207,555)
                                                                   ------------
Total (deficiency in) stockholders' equity                           (1,550,439)
                                                                   ------------
                                                                   $     81,431
                                                                   ============

See accompanying notes to unaudited condensed consolidated financial statements.


                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                     For the three months               For the six months
                                            June 30,                         June 30,
                                  ----------------------------    ----------------------------
                                      2003             2002             2003             2002
                                  ------------    ------------    ------------    ------------
<S>                               <C>             <C>             <C>             <C>
Operating expenses:
  Selling, general and
  administrative expenses         $     86,567    $    471,720    $    169,767    $  1,082,272

  Amortization and depreciation         25,860          36,150          51,720          72,342
                                  ------------    ------------    ------------    ------------

Total operating expenses               112,427         507,870         221,487       1,154,614
Loss from continuing
operations, before income
taxes and discontinued
operations                            (112,427)       (507,870)       (221,457)     (1,154,614)
Income (taxes) benefit                      --              --              --              --
                                  ============    ============    ============    ============
Loss from continuing
operations, before
discontinued operations               (112,427)       (507,870)       (221,457)     (1,154,614)
Loss from discontinued
operations                                  --        (343,578)       (220,779)     (1,050,510)
                                  ------------    ------------    ------------    ------------
Net  (loss)                           (112,427)       (851,448)       (442,266)     (2,205,124)
Cumulative effect of
accounting change                           --     (14,600,797)             --     (14,600,797)
                                  ============    ============    ============    ============
Net loss applicable to common
shares                            $   (112,427)   $(15,452,245)   $   (442,266)   $(16,805,921)

Income (loss) per common share
(basic and assuming dilution):    $      (0.01)   $      (0.73)   $      (0.02)   $      (0.80)

Continuing Operations                    (0.01)          (0.71)          (0.01)          (0.75)
Discontinued Operations                  (0.00)          (0.02)          (0.01)          (0.05)

Weighted Average Shares
Outstanding                         21,056,690      21,056,790      21,056,690      21,056,690
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements

                                      F-4
<PAGE>

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


                                                          For the six months
                                                            ended June 30,
                                                          2003         2002
                                                       ---------    ---------

Net cash (used in) operating activities                $ (30,000)   $(230,906)

Cash Flows from Investing Activities                      30,000     (164,750)

Cash Flows from Financing Activities                          --      200,000

Net (decrease) in cash and cash equivalents                   --     (204,354)
Cash and cash equivalents at beginning of period              --      788,098
                                                                    ---------
Cash and cash equivalents at end of period             $      --    $ 388,088
                                                                    =========
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for interest             $      --    $  22,454
  Cash paid during the period for taxes                       --           --
  Common stock issued for services                            --      198,095


See accompanying notes to unaudited condensed consolidated financial statements



                                      F-5
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

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

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals) considered  necessary for a fair presentation have been included.  The
results from  operations for the three-month and six month period ended June 30,
2003 are not necessarily  indicative of the results that may be expected for the
year ended December 31, 2003.  The unaudited  condensed  consolidated  financial
statements  should be read in  conjunction  with the December 31, 2002 financial
statements  and  footnotes  thereto  included in the  Company's  Securities  and
Exchange Commission Form 10K-SB.

Business and Basis of Presentation

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

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

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

Discontinued Operations

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

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

As a result of the lack of liquidity, in late 2002, the Minerva Group was forced
to significantly  curtail its operations.  Minerva entered into a master license
agreement  with Ikan  Finanz AG as of  December  31,  2002  pursuant to which it
licensed  substantially all of its proprietary  software in exchange for certain


                                      F-6
<PAGE>

royalty payments upon sales made by Ikan or any sublicensee. Ikan also agreed to
employee  most of Minerva's  then  existing  employees.  Ikan failed to make any
sales of Minerva  software  in the first  quarter of 2003 and we were  forced to
cease  Minerva's  operations  toward  the  end  of the  first  quarter  of  2003
culminating  with a liquidation  of Minerva  Softcare N.V.  under the bankruptcy
laws of the Country of Belgium in April of 2003. The court appointed  liquidator
overseeing  the  winding  up of  the  Minerva  Group's  affairs,  foreclosed  on
substantially  all of the  Company's  assets and the  Minerva  Group  ceased all
operations.

As a result of the placement of the Minerva Group into receivership, the Company
determined  its control of the Minerva Group as defined under FIN No. 46, ceased
, and  accordingly,  the Company  has  de-consolidated  the Minerva  Group as of
April, 2003 by reducing  consolidated  retained earnings (deficit) in the amount
of the net liabilities of the Minerva Group of $3,882,809.

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



                                      F-7
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

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

                                             Six Months Ended   Six Months Ended
                                               June 30, 2003      June 30, 2002
                                               -----------        -----------
       Net sales                               $   129,059        $(1,257,367)
       Income (loss) before income taxes          (220,779)        (1,076,259)
       Income taxes (benefit)                           --             25,745
       Net income (loss)                       $  (220,779)       $(1,050,510)


Stock Based Compensation

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



                                       F-8

<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Stock Based Compensation (Continued)

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

<TABLE>
<CAPTION>
                                                      For the three months ended        For the six months ended
                                                                June 30                          June 30
                                                          2003           2002            2003            2002
                                                     ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>
Net loss - as reported                               $   (112,419)   $(15,452,245)   $   (442,266)   $(16,805,921)
Add: Total stock based employee compensation                    0               0               0               0
expense as reported under intrinsic value method
(APB. No. 25)
Deduct: Total stock based employee compensation                 0               0               0               0
expense as reported under fair value based method
(SFAS No. 123)
Net loss - Pro Forma                                     (112,419)    (15,452,245)       (442,266)    (16,805,921)
Net loss attributable to common stockholders - Pro       (112,419)    (15,452,245)       (442,266)    (16,805,921)
forma
Basic (and assuming dilution) loss per share - as           (0.01)          (0.73)          (0.02)          (0.80)
reported
Basic (and assuming dilution) loss per share - Pro          (0.01)          (0.73)          (0.02)          (0.80)
forma
</TABLE>

New Accounting Pronouncements

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

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


                                      F-9
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE B - CAPITAL STOCK

The Company is authorized to issue 50,000,000  shares of common stock with a par
value of $.001  per  share.  As of June 30,  2003 the  Company  has  issued  and
outstanding 21,056,690 shares of common stock. The Company is also authorized to
issue  1,000,000  shares of preferred stock with a par value of $.001 per share.
There are no preferred shares outstanding at June 30, 2003.

NOTE C - STOCK OPTIONS

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

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

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

                                                   Number    Weighted Average
                                                 of shares    Exercise Price
                                                 ---------   ----------------
   Outstanding at December 31, 2001              3,187,106      $    6.25
   Granted                                              --             --
   Exercised                                            --             --
   Cancelled                                            --             --
                                                 ---------      ---------
   Outstanding at December 31, 2002              3,187,106           6.25
   Granted                                              --             --
   Exercised                                            --             --
   Cancelled                                            --             --
                                                 ---------      ---------
   Outstanding at June 30, 2003                  3,187,106      $    6.25
                                                 =========      =========


                                      F-10

<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE C - STOCK OPTIONS (CONTINUED)

If the Company recognized compensation cost for the non-qualified employee stock
option plan in  accordance  with SFAS No. 123, the  Company's pro forma net loss
and net loss per share would have been  $(442,266) and $(0.02) per share for the
period  ended June 30,  2003 and  $(16,805,921)  and  $(0.80)  per share for the
period ended June 30, 2002, respectively.

NOTE D - TRANSACTIONS WITH RELATED PARTIES

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

NOTE E - SUBSEQUENT EVENTS

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

ITEM 2.   PLAN OF OPERATION

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

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

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

Due to a lack of  liquidity,  we did not timely  file any of our public  filings
commencing  with our annual report for the year ended  December 31, 2002 through
our  quarterly  report for the period ended  September  30, 2004.  We anticipate
filing any remaining  delinquent filings and timely filing our annual report for
the year ended December 31, 2004.

CURRENT OPERATIONS

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

LIQUIDITY AND CAPITAL RESOURCES

As of June 30,  2003,  we had a working  capital  deficit of $  1,631,870.  As a
result of our operating  losses during the six month period ended June 30, 2003,
we generated a cash flow deficit of $ 30,000 from operating  activities.  We met
our cash  requirements  during this period  from the sale of our  equipment  and


                                       10
<PAGE>

furnishings  aggregating  $30,000.  No  cash  flow  was  provided  by  investing
activities during the three month period ended June 30, 2003.

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

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

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

The effect of inflation on the Company's  revenue and operating  results was not
significant.  The  Company's  operations  are located in Europe and there are no
seasonal  aspects that would have a material  effect on the Company's  financial
condition or results of operations.

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

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


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<PAGE>

PRODUCT RESEARCH AND DEVELOPMENT

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

ACQUISITION OR DISPOSITION OF PLANT AND EQUIPMENT

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

NUMBER OF EMPLOYEES

As of June 30, 2003,  we had no employees.  Currently,  we have no employees but
engage Jacques Mot as a consultant.

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

CHANGES IN INTERNAL CONTROLS

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

PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         As of June 30,  2003,  the  Company  was a party to or was aware of the
pending legal proceedings or claims set forth below:

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

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

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<PAGE>

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)      None
(b)      None
     The following  table  provides  information  about  purchases by us and our
     affiliated  purchasers  during the  quarter  ended June 30,  2003 of equity
     securities  that  are  registered  by us  pursuant  to  Section  12 of  the
     Securities Exchange Act of 1934:


                      ISSUER PURCHASES OF EQUITY SECURITIES

<TABLE>
<CAPTION>
Period                  (a)               (b)                   (c)                               (d)
                  Total Number of       Average      Total Number of Shares (or     Maximum Number (or Approximate
                 Shares (or Units)    Price Paid    Units) Purchased as Part of   Dollar Value) of Shares (or Units)
                     Purchased)        per Share    Publicly Announced Plans or     that May Yet Be Purchased Under
                                       (or Unit)            Programs (1)               the Plans or Programs (1)
<S>                      <C>              <C>                    <C>                               <C>
04/01/03-04/30/03        0                $ 0                    0                                 0
05/01/03-05/31/03        0                $ 0                    0                                 0
06/01/03-06/30/03        0                $ 0                    0                                 0
</TABLE>

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


ITEM 3.  DEFAULT UPON SENIOR SECURITIES

No report is required.

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

None.

ITEM 5.  OTHER INFORMATION

Not applicable.

ITEM 6.           EXHIBITS

(a) Exhibits  required to be attached by Item 601 of  Regulation  S-B are listed
below and are incorporated herein by this reference.
                  Exhibit  31.1  Certificate  pursuant  to  section  302  of the
                  Sarbanes-Oxley Act of 2002. Exhibit 32.1 Certificate  pursuant
                  to section 906 of the Sarbanes-Oxley Act of 2002.


                                       13
<PAGE>

                                    SIGNATURE

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

NEW GENERATION HOLDINGS, INC.


February 28, 2005

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




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