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, 2004

( )   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, 2004, the issuer had 21,056,690 shares of Common Stock, par value
$.001 per share,  outstanding.  As of May 15,  2005,  the issuer had  34,504,510
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                                                  2

ITEM 3      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK         3

ITEM 4      CONTROLS AND PROCEDURES                                            3

PART II     OTHER INFORMATION
                                                                               4
ITEM 1      LEGAL PROCEEDINGS
                                                                               4
ITEM 2      CHANGES IN SECURITIES AND USE OF PROCEEDS
                                                                               5
ITEM 3      DEFAULTS UPON SENIOR SECURITIES
                                                                               5
ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                                                               5
ITEM 5      OTHER INFORMATION

ITEM 6      EXHIBITS                                                           5

            SIGNATURES                                                         6

            CERTIFICATES
<PAGE>

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

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

The accompanying  consolidated balance sheet of New Generation Holdings, Inc. at
June  30,  2004 and the  consolidated  statements  of  losses  and  consolidated
statements  of cash flows for the three and six months  ended June 30,  2004 and
2003  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,  2004 are not
necessarily  indicative  of the results that can be expected for the year ending
December 31, 2004.


                                      F-1
<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                          INDEX TO FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheet at June 30, 2004                        F-3
Condensed Consolidated Statements of Losses for the three and
  six months ended June 30, 2004 and 2003                                    F-4
Condensed Consolidated Statements of Cash Flows for the six
  months ended June 30, 2004 and 2003                                        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, 2004
                                                                    (unaudited)
                                                                   ------------
ASSETS
Current assets :
  Cash and cash equivalents                                        $     14,429

Total  current assets                                              $     14,429
                                                                   ------------


LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities                         $  1,723,139
Total  current liabilities                                            1,723,139


(Deficiency in) stockholders' equity:
Preferred stock, par value $.001 per share; 1,000,000 authorized,
none issued and outstanding at June 30, 2004                                 --
Common stock, par value $.001 per share; 50,000,000 authorized,
21,056,690 issued and outstanding at June 30, 2004                       21,055
Common stock subscribed                                                 336,459
Additional paid-in capital                                           29,636,054
Accumulated deficit                                                 (31,702,279)
                                                                   ------------
Total (deficiency in) stockholders' equity                           (1,707,889)
                                                                   $     14,429
                                                                   ============


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,
                                           --------                        --------
                                     2004             2003             2004              2003
                                 ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>
Operating expenses:
  Selling, general and
  administrative expenses        $    102,241    $     86,567    $    184,241    $    169,767

  Amortization and
  depreciation                          4,350          25,860          30,210          51,720
  Research and development             82,954              --          82,594              --
                                 ------------

Total operating expenses              189,545         112,427         297,405         221,487
Exchange Gain                           8,445                           7,178
Loss from continuing
operations, before income
taxes and discontinued
operations                           (181,100)       (112,427)       (290,227)        (221,457)
Income (taxes) benefit                     --              --              --               --
                                 ------------    ------------    ------------    ------------
Loss from continuing
operations, before
discontinued operations              (181,100)       (112,427)       (290,227)       (221,457)
Loss from discontinued
operations                                 --              --              --        (220,779)
                                 ------------    ------------    ------------    ------------
Net  (loss)                          (181,100)       (112,427)       (290,227)       (442,266)
Net loss applicable to common
shares                           $   (181,100)   $   (112,427)   $   (290,227)   $   (442,266)
Income (loss) per common share
(basic and assuming dilution):
                                 $       (.01)   $      (0.01)   $       (.01)   $      (0.02)

Continuing Operations                    (.01)          (0.01)           (.01)          (0.01)
Discontinued Operations                    --           (0.00)             --           (0.01)

Weighted Average Shares
Outstanding                        21,056,690      21,056,690      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,
                                                            2004         2003
                                                         ---------    ---------

Net cash (used in) operating activities                  $(322,030)   $ (30,000)

Cash Flows from Investing Activities                            --       30,000

Cash Flows from Financing Activities                       336,459           --

Net (decrease) in cash and cash equivalents                 14,429           --
Cash and cash equivalents at beginning of period                --           --
Cash and cash equivalents at end of period               $  14,429    $      --
                                                         =========    =========
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for interest               $      --    $      --
  Cash paid during the period for taxes                         --           --

See accompanying notes to unaudited condensed consolidated financial statements


                                      F-5
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (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,
2004 are not necessarily  indicative of the results that may be expected for the
year ended December 31, 2004.  The unaudited  condensed  consolidated  financial
statements  should be read in  conjunction  with the December 31, 2003 financial
statements  and  footnotes  thereto  included in the  Company's  Securities  and
Exchange Commission Form 10K-SB.

Business and Basis of Presentation

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

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

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

Discontinued Operations

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

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

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


                                      F-6
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (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, 2004         June 30, 2003
                                           ----------------     ----------------
       Net sales                              $      --            $  129,059
       Income (loss) before income taxes             --              (220,779)
       Income taxes (benefit)                        --                    --
       Net income (loss)                      $      --            $ (220,779)


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. The
Company did not make any stock compensation awards during the periods presented.


                                      F-7
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (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
                                                           2004              2003              2004               2003
                                                           ----              ----              ----               ----
<S>                                                     <C>               <C>               <C>                <C>
Net loss - as reported                                  $ (181,100)       $(112,419)        $ (290,227)        $(442,266)
Add: Total stock based employee compensation
expense as reported under intrinsic value method
(APB. No. 25)                                                   --               --                 --                --
Deduct: Total stock based employee compensation
expense as reported under fair value based method
(SFAS No. 123)                                                  --               --                 --                --
Net loss - Pro Forma                                      (181,100)        (112,419)          (290,227)         (442,266)
Net loss attributable to common stockholders - Pro        (181,100)        (112,419)          (290,227)         (442,266)
forma
Basic (and assuming dilution) loss per share - as             (.01)           (0.01)              (.01)             (.02)
reported
Basic (and assuming dilution) loss per share - Pro            (.01)           (0.01)              (.01)             (.02)
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-8
<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,  2004 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, 2004.

NOTE C - SUBSEQUENT EVENTS

Beginning  in March of 2004,  the Company has engaged in a Regulation S offering
to offshore investors. In this offering, a total of approximately $1,300,000 has
been raised and  13,447,820  shares of common  stock and warrants to purchase an
additional   10,322,820  shares  of  common  stock  have  been  issued.  Of  the
approximately  $1,300,000  raised in this offering,  approximately  $225,000 was
subscribed   for  during  the  three  month  period  ended  June  30,  2004  and
approximately $330,000 was subscribed for during the six month period ended June
30, 2004 and is reflected on Company's  balance sheet as of such date;  however,
the common stock and warrants for such  subscriptions were not issued until July
of 2004.


                                      F-9
<PAGE>

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 March 31, 2005. We anticipate  filing
any remaining delinquent filings in the near future. We also intend to file with
the SEC  proxy  materials  for the  purposes  of  among  other  things  electing
directors and selecting the Company's independent auditors.

 CURRENT OPERATIONS

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

LIQUIDITY AND CAPITAL RESOURCES

As of June  30,  2004,  we had a  working  capital  deficit  of  $1,708,711.  We
generated no cash flow from operations  during the three month period ended June
30,  2004.  During the three month  period ended June 30, 2004 and the six month
period ended June 30, 2004,  we received  approximately  $225,000 and  $330,000,
respectively,  in the form of  subscriptions  in  connection  with  the  private
placement of our restricted common stock.

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.

Beginning  in March of 2004,  the Company has engaged in a Regulation S offering
to offshore investors. In this offering, a total of approximately $1,300,000 has
been raised and  13,447,820  shares of common  stock and warrants to purchase an
additional   10,322,820  shares  of  common  stock  have  been  issued.  Of  the
approximately  $1,300,000  raised in this offering,  approximately  $225,000 was
subscribed  for  through  the  three  month  period  ended  June  30,  2004  and
approximately  $330,000  was  subscribed  for through the six month period ended
June 30,  2004 and is  reflected  on  Company's  balance  sheet as of such date;
however,  the common stock and warrants for such  subscriptions  were not issued
until July of 2004.

We currently  have no  committments  for  additional  financing  and there is no
guarantee that we will be successful in raising additional required funds.

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

The independent  auditors  report on our December 31, 2003 financial  statements
states that our recurring losses raise  substantial  doubts about our ability to
continue as a going concern.


                                       2
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

PRODUCT RESEARCH AND DEVELOPMENT

During the three month period ended June 30, 2004,  we spent  $82,954 on product
development  expenses.  We have spent approximately  $195,000 from June 30, 2004
through  May 1, 2005 on  product  development  expenses.  Subject  to receipt of
additional  financing,  we expect to spend  approximately an additional $350,000
from May through December 2005 on product  development  expenses;  however we do
not have commitments for such financings as of the date of this filing.

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, 2004,  we had no  employees.  Currently,  Jacques Mot is our only
employee.

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

   Disclosure controls and procedures are controls and other procedures that are
designed  to ensure  that  information  required  to be  disclosed  by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that


                                       3
<PAGE>

information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and  communicated  to our management,  including our
principal  executive  and financial  officers,  as  appropriate  to allow timely
decisions regarding required disclosure.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period  covered by this Quarterly  Report,  we conducted an
evaluation,  under  the  supervision  and with the  participation  of our  chief
executive officer and chief financial  officer,  of our disclosure  controls and
procedures (as defined in Rules  13a-15(e) of the Exchange Act).  Based on their
evaluation,  our CEO and CFO have  concluded  that our  disclosure  controls and
procedures  need  improvement  and were not adequately  effective as of June 30,
2004 to ensure timely reporting with the Securities and Exchange Commission. Our
management  is in the process of  identifying  deficiencies  with respect to our
disclosure controls and procedures and implementing  corrective measures,  which
includes  the  establishment  of new  internal  policies  related  to  financial
reporting.

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

In the ordinary course of business, we may be involved in legal proceedings from
time to time. Although occasional adverse decisions or settlements may occur, we
believe  that the  final  disposition  of such  matters  will not have  material
adverse effect on our financial position, results of operations or liquidity. We
will seek to minimize  disputes but recognize the  inevitability of legal action
in today's business environment as an unfortunate price of conducting business.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

       (a)    During the period April 1, 2004 through June 30, 2004, the Company
              received  subscriptions  for a total of  2,148,000  shares  of its
              common  stock and  warrants to purchase  an  additional  2,148,000
              shares of its common stock to offshore  investors in reliance upon
              Regulation  S. The  warrants  have an exercise  price of $0.35 per
              share and expire three years from the date of  issuance.  Although
              the  shares and  warrants  were  subscribed  for during the second
              quarter  of 2004,  they were not  issued  until  July of 2004.  In
              connection   with  such   subscriptions,   the  Company   received
              approximately $225,000 (U.S.) giving effect to exchange rates.
       (b)    None
       (c)    The following table provides information about purchases by us and
              our affiliated  purchasers  during the quarter ended June 30, 2004
              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>
04/01/04-04/30/04        0                $ 0                    0                                 0
05/01/04-05/31/04        0                $ 0                    0                                 0
06/01/04-06/30/04        0                $ 0                    0                                 0
</TABLE>

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


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<PAGE>


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.


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<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.

May 23, 2005


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


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