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

                                   FORM 10-QSB

                                 Amendment No. 1

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

                For the quarterly period ended September 30, 2006

                 THE SECURITIES EXCHANGE ACT OF 1934


                       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 245 Park Avenue, 39th floor
                            New York, New York 10167
               (Address of principal executive offices) (Zip Code)

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. |X| Yes |_| No

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

                      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 November 9, 2006, the issuer had 49,998,260 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                                           F-1

ITEM 1    FINANCIAL STATEMENTS                                        F-2 - F-12

ITEM 2    PLAN OF OPERATION                                                3

ITEM 3    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK                                                      8

ITEM 4    CONTROLS AND PROCEDURES                                          8

PART II   OTHER INFORMATION                                                9

ITEM 1    LEGAL PROCEEDINGS                                                9

ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS                        9

ITEM 3    DEFAULTS UPON SENIOR SECURITIES                                  9

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              9

ITEM 5    OTHER INFORMATION                                                9

ITEM 6    EXHIBITS                                                         9

          SIGNATURES                                                      10

          CERTIFICATIONS


                                        2

<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-QSB/A ("Amendment No. 1") amends the Current
Report of New Generation Holdings, Inc. (the "Company") on Form 10-QSB for the
quarter ended September 30, 2006, as filed with the Securities and Exchange
Commission on November 20, 2006 (the "Original Filing"). This Amendment No. 1 is
being filed for the purpose of correcting the presentation of our Plastinum
operations, which were originally presented as discontinued operations. The
Plastinum operations are now presented as a part of continuing operations.

We have not updated the information contained herein for events occurring
subsequent to November 20, 2006, the filing date of the Original Filing.

<PAGE>

                          PART 1 FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying condensed consolidated balance sheet of New Generation
Holdings, Inc. at September 30, 2006 and the condensed consolidated statements
of losses and condensed consolidated statements of cash flows for the nine
months ended September 30, 2006 and 2005 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 nine months ended September 30, 2006 are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2006.


                                       F-1

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                          INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet at September 30, 2006                F-3
Condensed Consolidated Statements of Losses for the three and
  nine months ended September 30, 2006 and 2005                           F-4
Condensed Consolidated Statement of Deficiency in Stockholder's
  Equity at September 30, 2006                                            F-5
Condensed Consolidated Statements of Cash Flows for the nine months
  ended September 30, 2006 and 2005                                       F-6
Notes to Condensed Consolidated Financial Statements                  F-7 - F-12


                                       F-2

<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                          (A Development Stage Company)

                      CONDENSED CONSOLIDATED BALANCE SHEEET
                               SEPTEMBER 30, 2006
                                   (Unaudited)
                                   (Restated)

Assets
Current assets:
  Cash                                                         $     47,088
                                                               ------------
Total assets                                                   $     47,088
                                                               ============
Liabilities and deficiency in stockholders' equity
Current liabilities:
Accounts payable and accrued expenses:                         $  1,338,806
Due to stockholder                                                  357,122
                                                               ------------
Total current liabilities                                         1,695,928
Warrant derivatives                                              10,220,995
Convertible notes payable, net of discount of $119,300              380,700
                                                               ------------
Total liabilities                                                12,297,623
                                                               ------------
Minority interest                                                   477,660
                                                               ------------
Deficiency in stockholders' equity:
Preferred stock, par value $.001 per share; 1,000,000 shares
  authorized, 528,630 shares issued and outstanding                     529
Common stock, par value $.001 per share; 50,000,000 shares
  authorized, 49,998,260 shares issued and outstanding               49,998
Additional paid-in capital                                       29,927,120
Other comprehensive income                                           25,256
Accumulated deficit prior to development stage                  (31,081,731)
Deficit accumulated during the development stage                (11,649,367)
                                                               ------------
Total deficiency in stockholders' equity                        (12,728,195)
                                                               ------------
Total liabilities and deficiency in stockholders' equity       $     47,088
                                                               ============

See accompanying notes to unaudited condensed consolidated financial statements.


                                       F-3

<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                          (A Development Stage Company)

                   CONDENSED CONSOLIDATED STATEMENTS OF LOSSES
                                   (Unaudited)

                                   (Restated)

<TABLE>
<CAPTION>
                                                                                                         Cumulative Period
                                                                                                         from April 7, 2003
                                                                                                        (Reestablishment of
                                                                                                         Development Stage
                                                    Three months ended          Nine months ended           Company) to
                                                      September 30,               September 30,            September 30,
                                                    2006          2005          2006          2005              2006
                                                -----------   -----------   -----------   -----------   -------------------
                                                (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)       (Unaudited)
<S>                                             <C>           <C>           <C>           <C>           <C>
Operating expenses:
  General and administrative expenses           $   517,947   $   299,046   $ 1,128,067   $   924,275   $  4,142,905
  Depreciation and amortization                          --            --            --            --        107,790
  Research and development                           40,095       392,582       292,684       631,410      1,183,726
                                                -----------   -----------   -----------   -----------   ------------
Loss from operations before
  other income (expense)                           (558,042)     (691,628)   (1,420,751)   (1,555,685)    (5,434,421)
Change in value of warrant liability             (6,108,294)     (857,415)   (4,501,968)     (857,415)    (5,424,645)
Interest expense                                    (17,171)           --       (54,837)           --       (813,141)
Loss allocable to minority interest                  15,970            --        22,840            --         22,840
                                                -----------   -----------   -----------   -----------   ------------
Loss from operations
  before provision for income taxes              (6,667,537)   (1,549,043)   (5,954,716)   (2,413,100)   (11,649,367)
Provision for income taxes                               --            --            --            --             --
                                                -----------   -----------   -----------   -----------   ------------
Net loss                                         (6,667,537)   (1,549,043)   (5,954,716)   (2,413,100)   (11,649,367)
                                                ===========   ===========   ===========   ===========   ============
Net loss per common share, basic and diluted:   $     (0.13)  $     (0.04)  $     (0.12)       $(0.07)
                                                ===========   ===========   ===========   ===========
Weighted average shares outstanding, basic
  and diluted                                    49,998,260    36,444,177    48,346,994    32,575,398
Comprehensive loss:
  Net loss                                      $(6,667,537)  $(1,549,043)  $(5,954,716)  $(2,413,100)
  Foreign currency translation (loss) gain               --        10,030        (3,713)       29,196
                                                -----------   -----------   -----------   -----------
Comprehensive loss                              $(6,667,537)  $(1,539,013)  $(5,958,429)  $(2,383,904)
                                                ===========   ===========   ===========   ===========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                       F-4

<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                          (A Development Stage Company)

     CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>
                                       Preferred Stock          Common Stock        Additional     Common
                                     -------------------   ----------------------     Paid-in       Stock
                                      Shares   Par value     Shares     Par value     Capital     Subscribed
                                     -------   ---------   ----------   ---------   -----------   ----------
<S>                                  <C>          <C>      <C>           <C>        <C>            <C>
Balance, December 31, 2002                --      $ --     21,056,690    $21,059    $29,636,051    $      --
Disposition of previously
  controlled wholly and majority
  owned subsidiaries, net                 --        --             --         --             --           --
                                     -------      ----     ----------    -------    -----------    ---------
Net loss from January 1, 2003 to
  April 7, 2003                           --        --             --         --             --           --
Balance, April 7, 2003                    --        --     21,056,690     21,059     29,636,051           --
Net loss                                  --        --             --         --             --           --
                                     -------      ----     ----------    -------    -----------    ---------
Balance, December 31, 2003                --        --     21,056,690     21,059     29,636,051           --
Sale of common stock                      --        --      6,500,120      6,500        643,514           --
Common stock subscribed                   --        --             --         --             --       54,600
Shares physically issued                  --        --             --         --             --           --
Currency translation adjustment           --        --             --         --             --           --
Net loss                                  --        --             --         --             --           --
                                     -------      ----     ----------    -------    -----------    ---------
Balance, December 31, 2004                --        --     27,556,810     27,559     30,279,565       54,600
Sale of common stock                      --        --     18,014,150     18,014      1,783,401           --
Warrants issued for services              --        --             --         --         21,100           --
Shares physically issued                  --        --        546,000        546         54,054      (54,600)
Common stock subscribed                   --        --             --         --             --      131,300
Beneficial conversion feature             --        --             --         --        753,304           --
Reclassification of warrants to
  liabilities                             --        --             --         --     (4,275,966)          --
Currency translation adjustment           --        --             --         --             --           --
Net loss                                  --        --             --         --             --           --
                                     -------      ----     ----------    -------    -----------    ---------
Balance, December 31, 2005                --        --     46,116,960     46,119     28,615,458      131,300
Shares physically issued
  (unaudited)                             --        --      1,313,000      1,313        129,987     (131,300)
Sale of common stock (unaudited)          --        --      2,568,300      2,566        254,264           --
Conversion of debt                   528,630       529             --         --        796,116           --
Warrants issued with debt                 --        --             --         --        126,700           --
Stock based compensation                  --        --             --         --        120,134           --
Reclassification of warrants to
  liabilities (unaudited)                 --        --             --         --       (792,426)          --
Reclassification of liabilities to
  warrants (unaudited)                    --        --             --         --        272,043           --
Subsidiary stock issued for
  accrued expenses                        --        --             --         --        404,844           --
Currency translation adjustment
  (unaudited)                             --        --             --         --             --           --
Net income (unaudited)                    --        --             --         --             --           --
                                     -------      ----     ----------    -------    -----------    ---------
Balance, September 30, 2006
  (unaudited)                        528,630       529     49,998,260    $49,998    $29,927,120    $      --
                                     =======      ====     ==========    =======    ===========    =========

<CAPTION>
                                         Accumulated Deficit
                                     ---------------------------
                                       Prior to        During          Other
                                      Development    Development   Comprehensive   Stockholders'
                                         Stage          Stage          Income        Deficiency
                                     ------------   ------------   -------------   -------------
<S>                                  <C>            <C>               <C>          <C>
Balance, December 31, 2002           $(34,634,693)  $         --      $    --      $ (4,977,583)
Disposition of previously
  controlled wholly and majority
  owned subsidiaries, net               3,882,801             --           --         3,882,801
Net loss from January 1, 2003 to
  April 7, 2003                          (329,839)            --           --          (329,839)
                                     ------------   ------------      -------      ------------
Balance, April 7, 2003                (31,081,731)            --           --        (1,424,621)
Net loss                                       --       (330,321)          --          (330,321)
                                     ------------   ------------      -------      ------------
Balance, December 31, 2003            (31,081,731)      (330,321)          --        (1,754,942)
Sale of common stock                           --             --           --           650,014
Common stock subscribed                        --             --           --            54,600
Shares physically issued                       --             --           --                --
Currency translation adjustment                --             --       14,383            14,383
Net loss                                       --       (620,770)          --          (620,770)
                                     ------------   ------------      -------      ------------
Balance, December 31, 2004            (31,081,731)      (951,091)      14,383        (1,656,715)
Sale of common stock                           --             --           --         1,801,415
Warrants issued for services                   --             --           --            21,100
Shares physically issued                       --             --           --                --
Common stock subscribed                        --             --           --           131,300
Beneficial conversion feature                  --             --           --           753,304
Reclassification of warrants to
  liabilities                                  --             --           --        (4,275,966)
Currency translation adjustment                --             --       14,586            14,586
Net loss                                       --     (4,743,560)          --        (4,743,560)
                                     ------------   ------------      -------      ------------
Balance, December 31, 2005            (31,081,731)    (5,694,651)      28,969        (7,954,536)
Shares physically issued
  (unaudited)                                  --             --           --                --
Sale of common stock (unaudited)               --             --           --           256,830
Conversion of debt                             --             --           --           796,645
Warrants issued with debt                      --             --           --           126,700
Stock based compensation                       --             --           --           120,134
Reclassification of warrants to
  liabilities (unaudited)                      --             --           --          (792,426)
Reclassification of liabilities to
  warrants (unaudited)                         --             --           --           272,043
Subsidiary stock issued for
  accrued expenses                             --             --           --           404,844
Currency translation adjustment
  (unaudited)                                  --             --       (3,713)           (3,713)
Net income (unaudited)                         --     (5,954,716)          --        (5,954,716)
                                     ------------   ------------      -------      ------------
Balance, September 30, 2006
  (unaudited)                        $(31,081,731)  $(11,649,367)     $25,256      $(12,728,195)
                                     ============   ============      =======      ============
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                       F-5

<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                          (A Development Stage Company)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Cumulative Period
                                                                        from April 7, 2003
                                                                       (Reestablishment of
                                               Nine months ended         Development Stage
                                                 September 30,             Company) to
                                           -------------------------      September 30,
                                               2006          2005              2006
                                           -----------   -----------   -------------------
                                           (Unaudited)   (Unaudited)       (Unaudited)
<S>                                        <C>           <C>              <C>
Cash flows from operating activities:
Net loss                                   $(5,954,716)  $(2,413,100)     $(11,649,367)
Adjustments to reconcile net loss to net
  cash used in operating activities:
  Warrants issued for services                      --        21,100            21,100
  Stock based compensation                     120,134            --           120,134
  Amortization of debt discount                  7,400            --           760,704
  Change in value of warrant liability       4,501,968       857,415         5,424,645
  Interest converted to preferred stock         43,341
  Depreciation                                      --            --           107,790
  Loss attributed to minority interest         (22,840)           --           (22,840)
Increase (decrease) in liabilities:
  Accounts payable                             (52,213)       (5,216)        1,217,560
                                           -----------   -----------      ------------
Cash used in operating activities           (1,356,926)   (1,539,801)       (4,020,274)
                                           -----------   -----------      ------------
Cash flows from financing activities:
Advances from stockholder                      147,351            --           147,351
Proceeds from sale of convertible notes        500,000            --           500,000
Proceeds from sale of common stock             757,430     1,652,115         3,394,755
                                           -----------   -----------      ------------
Cash provided by financing activities        1,404,781     1,652,115         4,042,106
                                           -----------   -----------      ------------
Effect of exchange rate changes on cash         (3,713)       29,196            25,256
                                           -----------   -----------      ------------
Net increase in cash                            44,142       141,510            47,088
Cash, beginning of period                        2,946         6,555                --
                                           -----------   -----------      ------------
Cash, end of period                        $    47,088   $   148,065      $     47,088
                                           ===========   ===========      ============
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                       F-6

<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006
                                   (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 company" or "NGH" ), 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"), and we have been developing, through our subsidiary, Plastinum, Inc.
("Plastinum"), a proprietary technology designed to process two or more discrete
plastic polymers. The technology is in the final stages of testing and, when
testing is completed, the technology will be marketed primarily in the United
States.

To date, the Company has generated no sales revenues, has incurred expenses and
has sustained losses. Consequently, its 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 September 30, 2006, the
Company has accumulated losses of $11,649,367.

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 statement.

NGH intends to present a proposal to its stockholders to approve a pro-rata
distribution of Plastinum's common stock, commonly referred to as a "spinoff",
pursuant to which each stockholder of NGH will receive one share of Plastinum
common stock for each share of NGH owned.

BASIS OF PRESENTATION

The accompanying unaudited financial statements as of September 30, 2006 and for
the three and nine month periods ended September 30, 2006 and 2005 and from
reestablishment of development stage (April 7, 2003) to September 30, 2006 have
been prepared by NGH pursuant to the rules and regulations of the Securities and
Exchange Commission, including Form 10-QSB and Regulation S-B. 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, 2005 as disclosed in the company's 10-KSB
for that year as filed with the SEC, as it may be amended.

The results of the nine months ended September 30, 2006 are not necessarily
indicative of the results to be expected for the pending full year ending
December 31, 2006.

RESTATEMENT

The accompanying balance sheet as of September 30, 2006 and the accompanying
statement of operations have been restated to correct the presentation of our
Plastinum operations, which were originally presented as discontinued
operations. The Plastinum operations are now presented as a part of continuing
operations.

The statement of operations has been restated as follows:

<TABLE>
<CAPTION>
                                               Three months ended        Nine months ended
                                                 September 30,             September 30,
                                            -----------------------   -----------------------
                                               2006         2005         2006         2005       Cumulative
                                            ----------   ----------   ----------   ----------   -----------
<S>                                         <C>          <C>          <C>          <C>          <C>
General and administrative:
  As reported                                       80       59,944      130,689      195,974     1,001,508
  As restated                                  517,947      299,046    1,128,067      924,275     4,142,905
Depreciation and amortization
  As reported                                       --           --           --           --            --
  As restated                                       --           --           --           --       107,790
Research and development
  As reported                                       --           --           --           --            --
  As restated                                   40,095      392,582      292,684      631,410     1,183,726
Loss before other income (expense)
  As reported                                      (80)     (59,944)    (130,689)    (195,974)   (1,001,508)
  As restated                                 (558,042)    (691,628)  (1,420,751)  (1,555,685)   (5,434,421)
Interest expense
  As reported                                     (675)          --      (38,341)          --      (796,645)
  As restated                                  (17,171)          --      (54,837)          --      (813,141)
Loss attributable to minority interest
  As reported                                       --           --           --           --            --
  As restated                                   15,970           --       22,840           --        22,840
Net loss from continuing operations
  As reported                               (6,109,049)    (917,359)  (4,670,998)  (1,053,389)   (7,222,798)
  As restated                               (6,667,537)  (1,549,043)  (5,954,716)  (2,413,100)  (11,649,367)
Net loss from discontinued operations
  As reported                                 (558,488)    (631,684)  (1,283,718)  (1,359,711)   (4,426,569)
  As restated                                       --           --           --           --            --
Net loss per share, continuing operations
  As reported                                    (0.12)       (0.03)       (0.10)       (0.03)
  As restated                                    (0.13)       (0.04)       (0.12)       (0.07)
</TABLE>

The balance sheet at September 30, 2006 has been restated as follows:

<TABLE>
<CAPTION>
                                                         As Reported   As Restated
                                                         -----------   -----------
<S>                                                       <C>           <C>
Cash                                                             13        47,088
Cash - discontinued operations                               47,075            --
Accounts payable and accrued expenses                     1,295,275     1,338,806
Due to stockholder                                          207,429       357,122
Net current liabilities of discontinued operations          193,224            --
Convertible notes payable                                        --       380,700
Net non-current liabilities of discontinued operations      380,700            --
</TABLE>

Upon completion of the spin off of our Plastinum subsidiary, the Plastinum
operations will be presented as discontinued operations. The losses from the
Plastinum operations for the three months ended September 30, 2006 and 2005 were
$558,488 and $631,684, respectively. The losses from the Plastinum operations
for the nine months ended September 30, 2006 and 2005 were $1,283,718 and
$1,359,711, respectively. The losses from the Plastinum operations from April 7,
2003 (reestablishment of Development Stage Company) to September 30, 2006 were
$4,426,569.


                                       F-7

<PAGE>

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 $11,649,367 from the reestablishment of
development stage operations, have not generated any revenue during that period,
have a deficit in working capital of $1,648,840 at September 30, 2006 and have a
stockholders' deficiency of $12,728,195 at September 30, 2006. These factors
raise substantial doubt about our ability to continue as a going concern.

The continuation of the company as a going concern is dependent on our ability
to develop revenues and to obtain additional financing from outside sources.

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.

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.

For the three and nine months ended September 30, 2006 and 2005, 66,876,560
potential shares and 23,985,230 potential shares, respectively, were excluded
from the shares used to calculate basic and diluted earnings per share as their
inclusion would be antidilutive.

RECLASSIFICATIONS

Certain prior period items have been reclassified to conform to the current
period presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment". SFAS 123(R) will provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. SFAS 123(R) covers a wide
range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. SFAS 123(R) replaces FASB Statement No. 123,
"Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees". SFAS 123, as originally issued in
1995, established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, that statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have been had the preferable fair-value-based method been used. Public entities
(other than those filing as small business issuers) will be required to apply
SFAS 123(R) as of the first interim or annual reporting period that begins after
June 15, 2005. SFAS 123(R) is applicable for Plastinum effective the first
interim period that starts after December 15, 2005. We have evaluated the impact
of the adoption of SFAS 123(R), and believe that the impact may be significant
to the company's future overall results of operations and financial position.


                                       F-8

<PAGE>

In March 2005, the staff of the SEC issued Staff Accounting Bulletin No. 107
("SAB 107"). The interpretations in SAB 107 express views of the staff regarding
the interaction between SFAS 123(R) and certain SEC rules and regulations and
provide the staff's views regarding the valuation of share-based payment
arrangements for public companies. In particular SAB 107 provides guidance
related to share-based payment transactions with nonemployees, the transition
from public entity status, valuation methods (including assumptions such as
expected volatility and expected term), the accounting for certain redeemable
financial instruments issued under share-based payment arrangements, the
classification of compensation expense, non-GAAP financial measures, first-time
adoption of SFAS 123(R) in an interim period, capitalization of compensation
cost related to share-based payment arrangements, the accounting for income tax
effects of share-based payment arrangements upon adoption of SFAS 123(R), the
modification of employee share options prior to adoption of SFAS 123(R) and
disclosures in Management's Discussion and Analysis subsequent to adoption of
SFAS 123(R).

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions
No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements-An Amendment of APB Opinion No. 28". SFAS 154
provides guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005 and is required to be adopted by us in the first quarter
of 2006. We have evaluated the effect that the adoption of SFAS 154 will have on
our results of operations and financial condition and do not expect it to have a
material impact.

In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, "Accounting for
Uncertainty in Income Taxes--An Interpretation of FASB Statement No. 109" (FIN
48). This Interpretation clarifies the accounting for uncertainty in income
taxes recognized in a company's financial statements. FIN 48 requires companies
to determine whether it is "more likely than not" that a tax position will be
sustained upon examination by the appropriate taxing authorities before any part
of the benefit can be recorded in the financial statements. It also provides
guidance on the recognition, measurement and classification of income tax
uncertainties, along with any related interest and penalties. FIN 48 will also
require significant additional disclosures. This Interpretation will be
effective for fiscal years beginning after December 15, 2006. We will implement
this Interpretation in the first quarter of 2007 on a prospective basis. We are
currently evaluating the potential impact this Interpretation will have on our
financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157), which provides guidance on how to measure assets and liabilities that use
fair value. SFAS 157 will apply whenever another US GAAP standard requires (or
permits) assets or liabilities to be measured at fair value but does not expand
the use of fair value to any new circumstances. This standard also will require
additional disclosures in both annual and quarterly reports. SFAS 157 will be
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and will be adopted by us beginning in the first quarter of
2008. We are currently evaluating the potential impact this standard may have on
our financial position and results of operations, but do not believe the impact
of the adoption will be material.

In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (SAB 108). SAB 108 was
issued in order to eliminate the diversity of practice in how public companies
quantify misstatements of financial statements, including misstatements that
were not material to prior years' financial statements. We will initially apply
the provisions of SAB 108 in connection with the preparation of our annual
financial statements for the year ending December 31, 2006. We have evaluated
the potential impact SAB 108 may have on our financial position and results of
operations and do not believe the impact of the application of this guidance
will be material.


                                       F-9

<PAGE>

NOTE B - CAPITAL STOCK

NGH is authorized to issue 50,000,000 shares of common stock with a par value of
$.001 per share. As of September 30, 2006 we have issued and outstanding
49,998,260 shares of common stock. We are also authorized to issue 1,000,000
shares of preferred stock with a par value of $.001 per share. There are 528,630
preferred shares outstanding at September 30, 2006, and none at September 30,
2005.

During the nine months ended September 30, 2006 we received subscriptions in the
aggregate amount of $256,830 to purchase 2,568,300 shares of common stock along
with warrants for an additional 2,568,300 shares of common stock, at an exercise
price of $0.35 per share, in connection with a private placement of its
restricted common stock and warrants under Regulation S.

During May 2006, 1,430,000 warrants were exercised into an equal number of
shares of Plastinum common stock. We received proceeds of $500,500 from this
exercise and, since Plastinum is no longer a wholly owned subsidiary, we have
recorded this amount as a minority interest on the balance sheet, net of
allocated losses. During June 2006, 1,270,737 shares of Plastinum common stock
were issued to settle accrued consulting fees aggregating $404,844.

During the nine months ended September 30, 2005 we received subscriptions in the
aggregate amount of $1,652,115 to purchase 16,521,150 shares of common stock
along with warrants for an additional 13,396,150 shares of common stock, at an
exercise price of $0.35 per share, in connection with a private placement of its
restricted common stock and warrants under Regulation S.

During the three months ended March 31, 2005 we issued 200,000 common stock
purchase warrants for services. The warrants are exercisable immediately at an
exercise price of $0.25 per share and expire if unexercised in three years. The
warrants have been valued at $21,100 using the Black-Sholes option pricing model
with the following assumptions: (1) dividend yield of 0%; (2) expected
volatility of 60%, (3) risk-free interest rate of 3%, and (4) expected life of 3
years.

Since we do not have sufficient authorized shares to enable the exercise of our
outstanding common stock purchase warrants, we have classified the fair value of
the warrants as a liability on the balance sheet at September 30, 2006 (See Note
F).

On July 10, 2006, Plastinum issued options to purchase 3,000,000 shares of
common stock to each of two employees. The options vest over a three (3) year
period with 1,000,000 options vesting on each of the first second and third
anniversaries of the grant date. The options have an exercise price of $0.10 per
share. The options have been valued at $1,441,609 on the grant date using the
Black-Scholes model. The assumptions used in the Black-Scholes model are as
follows: (1) dividend yield of 0%; (2) expected volatility of 136%, (3)
risk-free interest rate of 4.9%, (4) expected life of 2 years and (5) estimated
fair value of Plastinum common stock of $0.29 per share. The compensation
expense is being recorded over the vesting period. During the quarter ended
September 30, 2006, we have recorded $120,134 of compensation expense related to
these options.

NOTE C - WARRANTS AND STOCK OPTIONS

Since we do not have sufficient authorized shares to enable the exercise of our
outstanding common stock purchase options and warrants, we have classified the
fair value of the options and warrants as a liability on the balance sheet at
September 30, 2006 (See Note F).


                                      F-10

<PAGE>

NOTE D - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2002 our president advanced funds to the
Company for working capital purposes in the form of a non-interest bearing
unsecured promissory note payable on demand. The net amount of the advances due
our president at September 30, 2006, is $207,429.

As of September 30, 2006, Plastinum has also received advances from our
president for working capital purposes. These advances aggregate $149,693 at
September 30, 2006.

Our president has also purchased $200,000 of the Plastinum convertible notes
described in Note G.

NOTE E - CONVERTIBLE NOTE PAYABLE TO RELATED PARTY

The Company entered into a Debt Exchange Agreement with its president and chief
executive officer, Jacques Mot and its subsidiary New Generation Plastic,
Inc.(now named Plastinum) dated as of the December 7, 2005. Pursuant to the Debt
Exchange Agreement, we issued Mr. Mot a Convertible Promissory Note in the
original principal amount of $753,304 representing outstanding amounts owed to
him under his Consulting Agreement through December 31, 2004. The Convertible
Promissory Note bore interest at a rate of 10% per annum, was payable on demand
and was convertible at the option of Mr. Mot into shares of our Preferred Stock,
or into shares of Plastinum Preferred Stock, subject to stockholder approval of
the "spinoff" of Plastinum. The conversion rate under the note was $1.507 per
share of Preferred Stock (whether NGH or Plastinum) and each share of Preferred
Stock is convertible into 73 shares of Common Stock subject to adjustment for
stock splits, stock dividends or similar transactions.

On July 10, 2006, the Company, Mr. Mot, and Plastinum entered into an Election
to Convert and Amendment to Debt Exchange Agreement which amended the Debt
Exchange Agreement dated as of December 7, 2005. Pursuant to the Election to
Convert and Amendment to Debt Exchange Agreement, Mr. Mot converted the
outstanding principal and accrued interest under the Convertible Promissory Note
issued by the Company to Mr. Mot in the approximate outstanding balance of
$796,645 into 528,630 shares of our Series A Preferred Stock. The Series A
Preferred Stock will vote together with the Common Stock on an "as-converted"
basis. The Preferred Stock will automatically convert into 38,589,990 shares of
the Company's Common upon the closing of the contemplated "spin-off" of
Plastinum to the Company's stockholders and at such time Mr. Mot will also
receive the same number of shares of common stock of Plastinum.

NOTE F - WARRANT AND DERIVATIVE LIABILITIES

As disclosed in Note B, we do not have sufficient authorized common shares
available to enable the exercise of outstanding options and warrants. Any
increase in authorized shares is subject to shareholder approval. Accordingly,
the Company can not be assured that there will be adequate authorized shares to
settle all contractual obligations under the option and warrant agreements
outstanding.

Accordingly, in accordance with the provisions of EITF 00-19, "Accounting for
Derivative Financial Instruments Indexed to and Potentially Settled in a
Company's Own Stock" the Company has reviewed all instruments previously
recorded as permanent equity under EITF 00-19.


                                      F-11

<PAGE>

During January through March, 2006 the fair value of new instruments issued
during this period have been classified as liabilities as of the date of issue.
This amount aggregated $149,362 computed under a Black Scholes model with the
following assumptions: (1) dividend yield of 0% (2) expected volatility of 141%
(3) risk-free interest rate of 4.4% and (4) expected life of 2 years.

During April through June, 2006 the fair value of new instruments issued during
this period have been classified as liabilities as of the date of issue. This
amount aggregated $643,064 computed under a Black Scholes model with the
following assumptions: (1) dividend yield of 0% (2) expected volatility of
138%-146% (3) risk-free interest rate of 5% and (4) expected life of 2 years.

During May 2006, 1,430,000 warrants were exercised into an equal number of
shares of Plastinum common stock. At the date of exercise, the fair value of the
warrants exercised was recomputed under a Black Scholes model with the following
assumptions: (1) dividend yield of 0% (2) expected volatility of 138% (3)
risk-free interest rate of approximately 5% and (4) expected life of 2 years. We
recorded a credit to Change in Value of Warrant Liability of $30,974, with
$272,043 being recorded as a credit to additional paid-in capital. The warrant
liability on that date was reduced by $303,017.

At September 30, 2006 the fair value of each instrument was again computed under
a Black Scholes model with the following assumptions: (1) dividend yield of 0%
(2) expected volatility of 127% (3) risk-free interest rate of approximately 5%
and (4) expected life and exercise prices consistent with each individual
instrument. These calculations resulted in an aggregate value of derivative
instruments of approximately $10,221,000. As a result, for the three and nine
months ended September 30, 2006 the Company recorded approximately $6,108,000
and $4,502,000, respectively, as a charge to Change in Value of Warrant
Liability.

NOTE G - PLASTINUM CONVERTIBLE NOTES PAYABLE

On July 10, 2006, Plastinum entered into a Convertible Loan Agreement with Mr.
Mot and a third party pursuant to which Plastinum borrowed an aggregate of
$500,000. The loans are convertible in an aggregate of 1,000,000 shares of
Plastinum common stock. If not converted earlier, the notes mature on May 31,
2010. In addition, the lenders received warrants to purchase an aggregate of
1,000,000 shares of Plastinum common stock at an exercise price of $0.50 per
share. In accordance with EITF 00-27, a portion of the proceeds was allocated to
the warrant based on its relative fair value, which totaled $126,700 using the
Black-Scholes option pricing model. The remaining balance was allocated to the
convertible notes. The assumptions used in the Black-Scholes model are as
follows: (1) dividend yield of 0%; (2) expected volatility of 136%, (3)
risk-free interest rate of 4.9%, (4) expected life of 2 years and (5) estimated
fair value of Plastinum common stock of $0.29 per share. The debt discount is
being amortized over the term of the notes. During the quarter ended September
30, 2006, amortization as interest expense amounted to $7,400. We have
determined that there is no beneficial conversion feature attributable to the
convertible notes.


                                      F-12

<PAGE>

ITEM 2. 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 financial statements and the notes to financial statements, which are
included in this report.

We have been pursuing a business plan related to Plastinum and the Plastinum
process described below which we are currently developing, through Plastinum.
The technology is in the final stages of testing and, when testing is completed,
the technology will be marketed primarily in the United States.

We are now considered to be in the development stage as defined by Statement of
Financial Accounting Standards ("SFAS") No. 7, "Accounting and reporting by
Development Stage Enterprises".

We intend to present a proposal to our stockholders to approve a pro-rata
distribution of Plastinum's common stock, commonly referred to as a "spinoff",
pursuant to which each stockholder of NGH will receive one share of Plastinum
common stock for each share of NGH owned.

NGH is a holding company and except for its ownership of the stock of Plastinum,
NGH does not own any other material assets. NGH previously owned interests in
businesses in Europe which failed financially and have not been operational for
several years. NGH and Plastinum management believe that Plastinum will be more
attractive from an investment standpoint if it were legally separated from the
holding company which owned the failed European businesses. If the distribution
were to be approved, NGH will have no assets. Plastinum would continue to
operate its business and its stockholders would own a direct equity interest in
the entity in which Plastinum's business operations are conducted.

PLASTINUM AND THE PLASTINUM PROCESS

Plastinum owns and is developing patented and proprietary plastic blending
technology, whereby various kinds of plastic can be mixed without the use of
expensive chemical additives. We believe that the uniqueness of this blending
technology stems from its potential cost-effective applications in many fields
of the plastic industry from the recycling of computer scrap to the creation of
new thermo plastic compound and, in conjunction with saw dust, to the creation
of new versions of wood plastic.

Plastinum mission is to commercialize the technology through applications in the
virgin plastic markets (polymer alloys) and the plastic recycling sector
(recycling of obsolete computer and other electronic equipment).

We believe our patented proprietary process, the Plastinum technology, is
capable of producing homogeneous, commercially usable polymer end products from
mixed virgin plastic and/or recycled waste plastic without chemical additives,
or so-called compatibilizers which link non-compatible resins.

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:


                                        3

<PAGE>

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.

FOREIGN CURRENCY TRANSLATION

The Company translates the foreign currency financial statements of its foreign
subsidiaries in accordance with the requirements of Statement of Financial
Accounting Standards No. 52, "Foreign Currency Translation." Assets and
liabilities are translated at current exchange rates, and related revenue and
expenses are translated at average exchange rates in effect during the period.
Resulting translation adjustments are recorded as a separate component in
stockholders' equity. Foreign currency translation gains and losses are included
in the statement of income.

GOING CONCERN

We are currently in the process of attempting to spin off our Plastinum
subsidiary. If the spin off is approved, we will have no assets. At present, we
have insufficient capital on hand to fund our operations through 2006. The
foregoing matters raise substantial doubt about our ability to continue as a
going concern.

NEW ACCOUNTING PRONOUNCEMENTS

On January 1, 2006, we adopted the fair value recognition provisions of
Financial Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards ("SFAS") No. 123, Accounting for Stock Based Compensation, to account
for compensation costs under our stock option plans. We previously utilized the
intrinsic value method under Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (as amended) ("APB 25"). Under the
intrinsic value method prescribed by APB 25, no compensation costs were
recognized for our employee stock options because the option exercise price
equaled the market price on the date of the grant. Prior to January 1, 2006 we
only disclosed the pro forma effects on net income and earnings per share as if
the fair value recognition provisions of SFAS 123(R) had been utilized.

In adopting SFAS No. 123(R), we elected to use the modified prospective method
to account for the transition from the intrinsic value method to the fair value
recognition method. Under modified prospective method, compensation cost is
recognized from the adoption date forward for all new stock options granted and
for any outstanding unvested awards as if the fair value method had been applied
to those awards as of the date of the grant. We had no outstanding unvested
awards at the adoption date and we had no outstanding unvested awards during the
2005 comparative period.


                                        4

<PAGE>

In March 2005, the staff of the SEC issued Staff Accounting Bulletin No. 107
("SAB 107"). The interpretations in SAB 107 express views of the staff regarding
the interaction between SFAS 123(R) and certain SEC rules and regulations and
provide the staff's views regarding the valuation of share-based payment
arrangements for public companies. In particular SAB 107 provides guidance
related to share-based payment transactions with nonemployees, the transition
from public entity status, valuation methods (including assumptions such as
expected volatility and expected term), the accounting for certain redeemable
financial instruments issued under share-based payment arrangements, the
classification of compensation expense, non-GAAP financial measures, first-time
adoption of SFAS 123(R) in an interim period, capitalization of compensation
cost related to share-based payment arrangements, the accounting for income tax
effects of share-based payment arrangements upon adoption of SFAS 123(R), the
modification of employee share options prior to adoption of SFAS 123(R) and
disclosures in Management's Discussion and Analysis subsequent to adoption of
SFAS 123(R).

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions
No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements-An Amendment of APB Opinion No. 28". SFAS 154
provides guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005 and is required to be adopted by us in the first quarter
of 2006. We have evaluated the effect that the adoption of SFAS 154 will have on
our results of operations and financial condition and do not expect it to have a
material impact.

In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, "Accounting for
Uncertainty in Income Taxes--An Interpretation of FASB Statement No. 109" (FIN
48). This Interpretation clarifies the accounting for uncertainty in income
taxes recognized in a company's financial statements. FIN 48 requires companies
to determine whether it is "more likely than not" that a tax position will be
sustained upon examination by the appropriate taxing authorities before any part
of the benefit can be recorded in the financial statements. It also provides
guidance on the recognition, measurement and classification of income tax
uncertainties, along with any related interest and penalties. FIN 48 will also
require significant additional disclosures. This Interpretation will be
effective for fiscal years beginning after December 15, 2006. We will implement
this Interpretation in the first quarter of 2007 on a prospective basis. We are
currently evaluating the potential impact this Interpretation will have on our
financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157), which provides guidance on how to measure assets and liabilities that use
fair value. SFAS 157 will apply whenever another US GAAP standard requires (or
permits) assets or liabilities to be measured at fair value but does not expand
the use of fair value to any new circumstances. This standard also will require
additional disclosures in both annual and quarterly reports. SFAS 157 will be
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and will be adopted by us beginning in the first quarter of
2008. We are currently evaluating the potential impact this standard may have on
our financial position and results of operations, but do not believe the impact
of the adoption will be material.

In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (SAB 108). SAB 108 was
issued in order to eliminate the diversity of practice in how public companies
quantify misstatements of financial statements, including misstatements that
were not material to prior years' financial statements. We will initially apply
the provisions of SAB 108 in connection with the preparation of our annual
financial statements for the year ending December 31, 2006. We have evaluated
the potential impact SAB 108 may have on our financial position and results of
operations and do not believe the impact of the application of this guidance
will be material.


                                        5

<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2005

Operating losses decreased from $691,628 for the three months ended September
30, 2005 to $558,042 for the three months ended September 30, 2006. The decrease
of $133,586 was the result of a decrease in research and development expenses of
$352,487, partially offset by an increase in general and administrative expenses
of $218,901. The increase in general and administrative expense results
primarily from increased professional fees and travel expenses, along with stock
based compensation expense of $120,134 in 2006, with no comparable expense in
2005. Decreased research and development expenses are a direct result of
decreased spending in the current period as compared to 2005. We anticipate
additional expenditures of approximately $50,000 for research and development
for the remainder of 2006.

We also recorded net other financing expense of $6,125,465 in 2006, with an
expense of $857,415 in 2005. This other expense consists primarily of the
non-cash charge of $6,108,294 for the change in fair value of the warrant
liability.

Upon completion of the spin off of our Plastinum subsidiary, the Plastinum
operations will be presented as discontinued operations. The losses from the
Plastinum operations for the three months ended September 30, 2006 and 2005 were
$558,488 and $631,684, respectively.

NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2005

Operating losses decreased from $1,555,685 for the nine months ended September
30, 2005 to $1,420,751 for the nine months ended September 30, 2006. The
decrease of $134,934 was the result of a decrease in research and development
expenses of $338,726, partially offset by an increase in general and
administrative expenses of $203,792. The increase in general and administrative
expense results primarily from increased professional fees and travel expenses,
along with stock based compensation expense of $120,134 in 2006, with no
comparable expense in 2005. Decreased research and development expenses are a
direct result of decreased spending in the current period as compared to 2005.
We anticipate additional expenditures of approximately $50,000 for research and
development for the remainder of 2006.

We also recorded net other financing expense of $4,556,805 in 2006, with an
expense of $857,415 in 2005. This other expense consists primarily of the
non-cash charge of $4,501,968 for the change in fair value of the warrant
liability.

Upon completion of the spin off of our Plastinum subsidiary, the Plastinum
operations will be presented as discontinued operations. The losses from the
Plastinum operations for the nine months ended September 30, 2006 and 2005 were
$1,283,718 and $1,359,711, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2006, we had a deficiency in working capital of $1,648,840.
For the nine months ended September 30, 2006, we generated a net cash flow
deficit from operating activities of $1,356,926 consisting primarily of net loss
of $5,954,716, adjusted for a net change in liabilities of $52,213 and non-cash
financial expense of $4,501,968 related to the change in fair value of our
warrant liability and stock based compensation expense of $120,134. We have
funded our operations through the sale of our common stock through private
placements. 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.


                                        6

<PAGE>

We have relied mostly on advances from stockholders and sales of our common
stock. There is no assurance that the stockholders 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.

During the nine months ended September 30, 2006, we raised $256,830 in
subscriptions for 2,568,300 shares of common stock (and warrants to purchase an
additional 2,568,300 shares of common stock at a purchase price of $0.35 per
share exercisable for a period of three years) 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.

During May 2006, 1,430,000 warrants were exercised into an equal number of
shares of Plastinum common stock. We received proceeds of $500,500 from this
exercise.

During the third quarter of 2006, Plastinum sold its convertible notes for
proceeds of $500,000.

There can be no assurance that we will generate revenues from operations or
obtain sufficient capital on acceptable terms, if at all. Failure to obtain such
capital or generate such operating revenues would have an adverse impact on our
financial position and results of operations and ability to continue as a going
concern. There can be no assurance that additional private or public financings
including debt or equity financing, will be available as needed, or, if
available, on terms favorable to us. Any additional equity financing may be
dilutive to stockholders and such additional equity securities may have rights,
preferences or privileges that are senior to those of our existing common stock.

Furthermore, debt financing, if available, will require payment of interest and
may involve restrictive covenants that could impose limitations on our operating
flexibility. Our failure to successfully obtain additional future funding may
jeopardize our ability to continue our business and operations.

If we raise additional funds by issuing equity securities, existing stockholders
may experience a dilution in their ownership. In addition, as a condition to
giving additional funds to us, future investors may demand, and may be granted,
rights superior to those of existing stockholders.

RECENT DEVELOPMENTS UPDATE

On July 12, 2006 we submitted preliminary proxy materials to the SEC for the
purpose of, among other things, approving a pro-rata distribution of Plastinum
common stock commonly referred to as a "spinoff" pursuant to which each of our
stockholders will receive one share of Plastinum common stock for each share of
our common stock owned by such stockholder. Pursuant to the preliminary proxy
materials we are also seeking stockholder ratification of our debt conversion
transaction with our President and CEO Jacques Mot and approval of an Amendment
to our Certificate of Incorporation.


                                        7

<PAGE>

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 maintains disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as
amended) that are designed to ensure that information required to be disclosed
in our periodic reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to our
management, including our principal executive/financial officer, to allow timely
decisions regarding required disclosure.

As of September 30, 2006, our management carried out an evaluation under the
supervision of our Chief Executive Officer and our Chief Financial Officer of
the effectiveness of the design and operation of our system of disclosure
controls and procedures pursuant to the Securities Exchange Act.

As previously disclosed in a Current Report on Form 8-K , which we filed on
November 15, 2006 and as described in our Explanatory Note to this Form 10-K/A
and Note E to our accompanying consolidated financial statements, as a result of
comments raised by the Division of Corporate Finance of the Securities &
Exchange Commission (the "Commission"), we determined that accounting errors
were made in connection with accounting for and disclosing the beneficial
conversion feature embedded in a convertible note as a liability as of the date
of issuance instead of equity. In addition, based on further discussions with
the staff on January 5, 2007, we have now determined that our presentations of
our Plastinum operation as discontinued operations was not correct. As a result,
we have determined, as of September 30, 2006, that our disclosure controls were
not effective.

Based on the impact of the aforementioned accounting error, we determined to
restate our consolidated financial statements as of December 31, 2005 and 2004
and the years then ended and the period April 7, 2003 (date of inception as a
development state) through December 31, 2005 as well as our consolidated
financial statements as of September 30, 2006 and June 30, 2006

Subsequent to the date of the financial statements, we implemented the following
remedial measures to address the identified material weaknesses.

      o     We reviewed all convertible securities to identify any securities
            that may have embedded beneficial conversion features

      o     We have improved the supervision and training of our accounting
            staff to understand and implement applicable o accounting
            requirements, policies and procedures applicable to the accounting
            and disclosure of convertible securities.

Changes in Disclosure Controls and Procedures

      There were no changes in our internal controls over financial reporting
that occurred during the quarter ended September 30, 2006 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.


                                        8

<PAGE>

                            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. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

None.

(b) None

(c) ISSUER PURCHASES OF EQUITY SECURITIES

<TABLE>
<CAPTION>
                                            (b)                 (c)                               (d)
                           (a)            Average     Total Number of Shares (or     Maximum Number (or Approximate
                     Total Number of    Price Paid   Units) Purchased as Part of   Dollar Value) of Shares (or Units)
                    Shares (or Units)    per Share   Publicly Announced Plans or     that May Yet Be Purchased Under
   Period               Purchased)       (or Unit)           Programs (1)               the Plans or Programs (1)
-----------------   -----------------   ----------   ---------------------------   ----------------------------------
<S>                         <C>            <C>                   <C>                               <C>
04/01/06-04/31/06           0              $0                    0                                 0
05/01/06-05/28/06           0              $0                    0                                 0
06/01/06-06/31/06           0              $0                    0                                 0
</TABLE>

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.


                                        9

<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.


                                        /s/ Jacques Mot
                                        -------------------------------------
                                        Jacques Mot
                                        President and Chief Executive Officer
                                        January 19, 2007


                                       10