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**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549







**FORM
      10-QSB/A**




**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, 2005




o  **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 Incorporation or organization)
            (I.R.S.
                Employer Identification No.)




c/o
                245 Park Avenue, 39thfloorNew
                York, New York 10167Address
                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. o Yes x No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). x Yes o 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
      September 30, 2005, the issuer had 39,777,510 shares of Common Stock, par value
      $.001 per share, outstanding. As of December 20, 2005 the issuer had 46,116,960
      shares of Common Stock, par value $.001 per share, outstanding.




Transitional
      Small Business Disclosure Format (Check one): Yes o No x





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            Statements**




TABLE
      OF CONTENTS





PART
                I
            FINANCIAL
                INFORMATIONITEM
                1
            FINANCIAL
                STATEMENTS
            F1-F12ITEM
                2
            PLAN
                OF OPERATION
            10ITEM
                3
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK
            13ITEM
                4
            CONTROLS
                AND PROCEDURES
            14PART
                II
            OTHER
                INFORMATION
            14ITEM
                1
            LEGAL
                PROCEEDINGS
            15ITEM
                2
            CHANGES
                IN SECURITIES AND USE OF
                PROCEEDS
            15ITEM
                3
            DEFAULTS
                UPON SENIOR SECURITIES
            16ITEM
                4
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS
            16ITEM
                5
            OTHER
                INFORMATION
            16ITEM
                6
            EXHIBITS
            16SIGNATURES
            16CERTIFICATES






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              Statements**




**EXPLANATORY
      NOTE**





This
      amendment is being filed to restate the New Generation Holdings, Inc. and
      Subsidiaries Condensed Consolidated Statements of Operations (Unaudited),
      Condensed Consolidated Balance Sheets (Unaudited) Condensed Consolidated
      Statements of Cash Flows (Unaudited), and Notes to Condensed Consolidated
      Financial Statements (Unaudited) to correct errors in accounting for warrants
      as
      described in footnote F to the Financial Statements herein. The Company (as
      defined below) is also revising the discussion under Item 4, Controls and
      Procedures in light of the restatement.





**PART
      1 FINANCIAL INFORMATION**




**ITEM
              1.**
            **FINANCIAL
                STATEMENTS**




The
      accompanying consolidated balance sheet of New Generation Holdings, Inc. at
      September 30, 2005 and the consolidated statements of losses and consolidated
      statements of cash flows for the nine months ended September 30, 2005 and 2004
      have been prepared by the Company's management in conformity with accounting
      principles generally accepted in the United States of America. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation of
      the
      results of operations and financial position have been included and all such
      adjustments are of a normal recurring nature.




Operating
      results for the three months ended September 30, 2005 are not necessarily
      indicative of the results that can be expected for the year ending December
      31,
      2005.




F-1
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**NEW
      GENERATION HOLDINGS, INC.**




Condensed
                Consolidated Balance Sheet at September 30,
                2005
            F-3Condensed
                Consolidated Statements of Losses for the three and
                six months ended September 30, 2005 and 2004
            F-4Condensed
                Consolidated Statements of Cash Flows for
                the nine months ended September 30, 2005 and 2004
            F-5Notes
                to Condensed Consolidated Financial
                Statements
            F-6
                - F-12








F-2
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              Statements**




**NEW
      GENERATION HOLDINGS, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**





September
                30,
              2005(unaudited)(Restated)AssetsCurrent
                assets :Cash
            
            $
            148,065$
            148,065Liabilities
                and (Deficiency in) Stockholders' Equity Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            1,658,054Total
                current liabilities
            
            
            1,658,054Warrant
                derivatives
            
            
            1,592,615Total
                liabilities
            
            
            3,250,669(Deficiency
                in) stockholders' equity:Preferred
                stock, par value $.001 per share; 1,000,000 authorized, none issued
                and
                outstanding at September 30, 2005
            
            
            —Common
                stock, par value $.001 per share; 50,000,000 authorized, 39,777,510
                issued
                and outstanding at September 30, 2005
            
            $
            39,778Common
                stock subscription
            
            
            484,646Additional
                paid-in capital
            
            
            30,775,315Other
                comprehensive income
            
            
            43,579Accumulated
                deficit
            
            
            (34,445,922
            )Total
                (deficiency in) stockholders' equity
            
            
            (3,102,604
            )$
            148,065





See
      accompanying notes to unaudited condensed consolidated financial
      statements.






F-3
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              Statements**




**NEW
      GENERATION HOLDINGS, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF LOSSES**


**UNAUDITED**




For
                the three months
            
            For
                the nine monthsSeptember
                30,
            
            September
                30,2005
            
            2004
            
            2005
            
            2004(Restated)
            
            
            
            (Restated)Operating
                expenses:Selling,
                general and administrative expenses
            
            $
            691,628
            
            $
            124,206
            
            $
            1,555,685
            
            $
            308,447Depreciation
                and amortization
            
            
            —
            
            
            —
            
            
            —
            
            
            30,210Research
                & Development
            
            
            —
            
            
            76,373
            
            
            —
            
            
            158,967Total
                operating expenses
            
            
            691,628
            
            
            200,579
            
            
            1,555,685
            
            
            497,624Change
                in value of warrant liability
            
            
            (857,415
            )
            
            —
            
            
            (857,415
            )
            
            —Exchange
                Gain
            
            
            —
            
            
            1,865
            
            
            —
            
            
            9,043Loss
                from operations
            
            
            (1,549,043
            )
            
            (198,714
            )
            $
            (2,413,100
            )
            
            (488,581
            )Income
                (taxes) benefit
            
            
            —
            
            
            —
            
            
            —
            
            
            —Net
                (loss)
            
            $
            (1,549,043
            )
            
            (198,714
            )
            $
            (2,413,100
            )
            $
            (488,581
            )Net
                loss per common share
            
            $
            (0.04
            )
            
            (0.01
            )
            $
            (0.07
            )
            $
            (0.02
            )(basic
                and assuming dilution):
            
            $
            (0.04
            )
            
            (0.01
            )
            $
            (0.07
            )
            $
            (0.02
            )Weighted
                Average Shares Outstanding
            
            
            36,444,177
            
            
            24,430,790
            
            
            32,575,398
            
            
            24,430,790





See
      accompanying notes to un-audited condensed consolidated financial
      statements.






F-4
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              Statements**




**NEW
      GENERATION HOLDINGS, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH
      FLOWS**


**UNAUDITED**




For
                the nine months ended
              September
                30,2005
            
            2004Net
                cash (used in) operating activities
            
            $
            (1,510,605
            )
            $
            (524,522
            )Cash
                Flows from Investing Activities
            
            
            —
            
            
            —Cash
                Flows from Financing Activities
            
            
            1,652,115
            
            
            552,776Net
                increase(decrease) in cash and cash equivalents
            
            
            141,510
            
            
            28,254Cash
                and cash equivalents at beginning of period
            
            
            6,555
            
            
            —Cash
                and cash equivalents at end of period
            
            $
            148,065
            
            $
            28,254Supplemental
                Disclosures of Cash Flow Information:Cash
                paid during the period for interest
            
            
            —
            
            
            —Cash
                paid during the period for taxes
            
            
            —
            
            
            —Warrants
                issued in exchange for services
            
            $
            21,100
            
            
            —





See
      accompanying notes to un-audited condensed consolidated financial
      statements.






F-5
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              Statements**




**NEW
      GENERATION HOLDINGS, INC.**





**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS**


SEPTEMBER
      30, 2005


(UNAUDITED)




**NOTE
      A - SUMMARY OF ACCOUNTING POLICIES**




**General**




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




In
      the
      opinion of management, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation have been included. The results
      from operations for the three-month period ended September 30, 2005 are not
      necessarily indicative of the results that may be expected for the year ended
      December 31, 2005. The unaudited condensed consolidated financial statements
      should be read in conjunction with the December 31, 2004 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 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.




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
      inter-company transactions and balances have been eliminated in the consolidated
      financial statements.





**Restatement**





The
      accompanying financial statements as of September 30, 2005 and for the three
      and
      nine month periods ended September 30, 2005 have been restated to reclassify
      certain warrants as derivative liabilities due to the fact that the Company
      does
      not have sufficient authorized shares to enable the exercise of all of our
      outstanding common stock purchase warrants.





The
      result of the restatement is to increase the warrant derivative liability at
      September 30, 2005 by $1,592,615 and to increase the loss for the three and
      nine
      month periods ended September 30, 2005 by $857,415 as a result of the increase
      of the warrant liability during the three month period. The changes in reported
      amounts are summarized as follows:


As
                  Reported
              
              Change
              
              As
                  Restated**Balance
                  sheet:**Warrant
                  derivatives
              
              $
              —
              
              $
              1,592,615
              
              $
              1,592,615Additional
                  paid-in capital
              
              
              31,510,515
              
              
              (735,200
              )
              
              30,775,315Accumulated
                  deficit
              
              
              (33,588,507
              )
              
              (857,415
              )
              
              (34,445,922
              )**Three
                  months ended September 30, 2005**Change
                  in value of warrant liability
              
              
              —
              
              
              (857,415
              )
              
              (857,415
              )Net
                  loss
              
              
              (691,628
              )
              
              (857,415
              )
              
              (1,549,043
              )Loss
                  per share
              
              
              (0.02
              )
              
              (0.02
              )
              
              (0.04
              )**Nine
                  months ended September 30, 2005**Change
                  in value of warrant liability
              
              
              —
              
              
              (857,415
              )
              
              (857,415
              )Net
                  loss
              
              
              (1,555,685
              )
              
              (857,415
              )
              
              (2,413,100
              )Loss
                  per share
              
              
              (0.05
              )
              
              (0.02
              )
              
              (0.07
              )








F-6
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              Statements**





**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 No. 123, "Accounting for Stock Based
      Compensation," to provide alternative methods of transition for voluntary change
      to the fair value based method of accounting for stock based employee
      compensation. In addition, the 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.





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


For
                the three months endedSeptember
                30,2005
            
            2004Net
                loss - as reported
            
            $
            (1,549,043
            )
            $
            (198,714
            )Add:
                Total stock based employee compensation expense asreported
                under intrinsic value method (APB. No. 25)
            
            
            —
            
            
            —Deduct:
                Total stock based employee compensation expense asreported
                under fair value based method (SFAS No. 123)
            
            
            —
            
            
            —Net
                loss - Pro Forma
            
            $
            (1,549,043
            )
            $
            (198,714
            )Net
                loss attributable to common stockholders - Pro forma
            
            $
            (1,549,043
            )
            $
            (198,714
            )Basic
                (and assuming dilution) loss per share - as reported
            
            
            (0.04
            )
            
            (0.01
            )Basic
                (and assuming dilution) loss per share - Pro forma
            
            $
            (0.04
            )
            $
            (0.01
            )




**New
      Accounting Pronouncements**




**SFAS
      123R** . On
      March 31, 2004 the Financial Accounting Standards Board (“FASB”) issued its
      exposure draft, “Share-Based Payments”, which is a proposed amendment to SFAS
      123. The exposure draft would require all share-based payments to employees,
      including grants of employee stock options and purchases under employee stock
      purchase plans, to be recognized in the statement of operations based on their
      fair value. The FASB issued the final standard in December 2004 that is
      effective for public companies for interim and annual periods beginning after
      June 15, 2005. The Company has not yet assessed the impact of adopting this
      new
      standard.




F-7
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              Statements**




**FAS
      129-1** . In
      April 2004, the FASB issued FASB Staff Position (FSP) 129-1, “Disclosure
      Requirements under SFAS 129, “ *Disclosure
      of Information about Capital Structure* ,”
Relating to Contingently Convertible Securities.” The FSP interprets how the
      disclosure provisions of SFAS 129 apply to contingently convertible securities
      and their potentially dilutive effect on earnings per share. The Company is
      in a
      loss position for the three and nine months ended October 2, 2004, therefore,
      adoption of this FSP did not have a material effect on the Company’s financial
      position, results of operations, or cash flows.





**EITF
      04-08** . In
      September 2004, the Emerging Issues Task Force issued EITF 04-08 "The Effect
      of
      Contingently Convertible Debt on Diluted Earnings Per Share." EITF 04-08
      requires companies to include in diluted earnings per share, on the if-converted
      method, any shares of our common stock into which debt of the Company may be
      converted, regardless of whether the conversion threshold has been met. The
      Company adopted this standard as of September 2004. The Company has reported
      per
      share losses for all periods contained in this report. Since inclusion of
      additional shares would be anti-dilutive, no change to the Company’s historical
      results is required, therefore, adoption of this EITF did not have a material
      effect on the Company’s financial position, results of operations, or cash
      flows.




**SFAS
      151.** In
      November 2004, the Financial Accounting Standards Board (FASB) issued
      SFAS 151, Inventory Costs— an amendment of ARB No. 43, Chapter 4. This
      Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory
      Pricing,” to clarify the accounting for abnormal amounts of idle facility
      expense, freight, handling costs, and wasted material (spoilage).
      Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under
      some circumstances, items such as idle facility expense, excessive spoilage,
      double freight, and rehandling costs may be so abnormal as to require treatment
      as current period charges. . . .” This Statement requires that those items be
      recognized as current-period charges regardless of whether they meet the
      criterion of “so abnormal.” In addition, this Statement requires that allocation
      of fixed production overheads to the costs of conversion be based on the normal
      capacity of the production facilities. This Statement is effective for inventory
      costs incurred during fiscal years beginning after June 15, 2005. The
      Company does not anticipate that the implementation of this standard will have
      a
      material impact on its financial position, results of operations or cash
      flows.




**SFAS
      152.** In
      December 2004, the FASB issued SFAS No.152, “Accounting for Real Estate
      Time-Sharing Transactions—an amendment of FASB Statements No. 66 and 67” (“SFAS
      152) The amendments made by Statement 152 This Statement amends FASB Statement
      No. 66, Accounting for Sales of Real Estate, to reference the financial
      accounting and reporting guidance for real estate time-sharing transactions
      that
      is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
      Estate Time-Sharing Transactions. This Statement also amends FASB Statement
      No.
      67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
      to state that the guidance for (a) incidental operations and (b) costs incurred
      to sell real estate projects does not apply to real estate time-sharing
      transactions. The accounting for those operations and costs is subject to the
      guidance in SOP 04-2. This Statement is effective for financial statements
      for
      fiscal years beginning after June 15, 2005. with earlier application encouraged.
      The Company does not anticipate that the implementation of this standard will
      have a material impact on its financial position, results of operations or
      cash
      flows.




F-8
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              Statements**




**SFAS
      123R.** On
      December 16, 2004, the Financial Accounting Standards Board (“FASB”)
      published Statement of Financial Accounting Standards No. 123 (Revised
      2004), Share-Based Payment (“SFAS 123R”). SFAS 123R requires that compensation
      cost related to share-based payment transactions be recognized in the financial
      statements. Share-based payment transactions within the scope of SFAS 123R
      include stock options, restricted stock plans, performance-based awards, stock
      appreciation rights, and employee share purchase plans. The provisions of SFAS
      123R are effective as of the first interim period that begins after
      June 15, 2005. Accordingly, the Company will implement the revised standard
      in the third quarter of fiscal year 2005. Currently, the Company accounts for
      its share-based payment transactions under the provisions of APB 25, which
      does
      not necessarily require the recognition of compensation cost in the financial
      statements. The Company does not anticipate that the implementation of this
      standard will have a material impact on its financial position, results of
      operations or cash flows **.**




**SFAS
      153.** On
      December 16, 2004, FASB issued Statement of Financial Accounting Standards
      No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
      No. 29, Accounting for Nonmonetary Transactions (“ SFAS 153”). This
      statement amends APB Opinion 29 to eliminate the exception for nonmonetary
      exchanges of similar productive assets and replaces it with a general exception
      for exchanges of nonmonetary assets that do not have commercial substance.
      Under
      SFAS 153, if a nonmonetary exchange of similar productive assets meets a
      commercial-substance criterion and fair value is determinable, the transaction
      must be accounted for at fair value resulting in recognition of any gain or
      loss. SFAS 153 is effective for nonmonetary transactions in fiscal periods
      that
      begin after June 15, 2005. The Company does not anticipate that the
      implementation of this standard will have a material impact on its financial
      position, results of operations or cash flows.




F-9
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              Statements**





**NEW
      GENERATION HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


SEPTEMBER
      30, 2005


(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 September 30, 2005 the Company has issued and
      outstanding 39,777,510 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 September 30, 2005.




Since
      we
      do not have sufficient authorized shares to enable the exercise of all of our
      outstanding common stock purchase warrants, we have reclassified the fair value
      of certain warrants as a liability on the balance sheet at September 30, 2005
      (See Note E).





**NOTE
      C - SUBSEQUENT EVENTS**




In
      2002,
      we received loans from Jacques Mot, our President and Chief Executive Officer
      in
      amounts totaling $200,000. The loans are evidenced by a demand promissory note
      in favor of Mr. Mot dated December 31, 2002.




Subsequent
      to the date of the financial statements, the Company entered into a Debt
      Exchange Agreement with Mr. Mot and its wholly owned subsidiary New Generation
      Plastic, Inc. dated as of the December 7, 2005. Pursuant to the Debt Exchange
      Agreement, the Company 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 bears interest at a rate of 10% per annum, is payable on demand
      and is convertible at the option of Mr. Mot into shares of Company Preferred
      Stock, or into shares of NGP Preferred Stock, subject to stockholder approval
      of
      the "spinoff" of NGP. The conversion rate under the note is $1.507 per share
      of
      Preferred Stock (whether NGH or NGP) 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. Accordingly, if Mr. Mot
      converts the entire amount outstanding under the Convertible Promissory Note
      as
      of the date of issuance into shares of NGH Preferred Stock, he would own
      37,690,506 shares of Common Stock (including the 100,000 shares and currently
      exercisable options to purchase 1,100,000 shares he owned prior to the issuance
      of the Convertible Promissory Note) representing approximately 34% of the
      Company on a fully diluted basis or approximately 45% of the Company assuming
      exercise of Mr. Mot's options, but excluding options and/or warrants held by
      all
      other stockholders. Similarly, if our stockholders approve the "spinoff" of
      NGP
      and Mr. Mot elects to convert the entire amount outstanding under the
      Convertible Promissory Note into NGP Preferred Stock, he would own 37,690,506
      shares of NGP Common Stock representing approximately 34% on fully diluted
      basis or approximately 45% assuming exercise of Mr. Mot's options, but excluding
      options and/or warrants held by all other stockholders.




The
      Company has engaged in a Regulation S offering to offshore investors that
      commenced in March 2004. In this offering, a total of $2,506,027 has been raised
      through the date of this filing and 25,060,270 shares of common stock and
      warrants to purchase an additional 21,935,270 shares of common stock have been
      issued. Of the $2,506,027 raised in this offering, $27,300 was subscribed for
      during the three month period ended September 30, 2005 .




**NOTE
      D - TRANSACTIONS WITH RELATED PARTIES**




In
      2002,
      we received loans from Jacques Mot, our President and Chief Executive Officer
      in
      amounts totaling $200,000. The loans are evidenced by a demand promissory note
      in favor of Mr. Mot dated December 31, 2002.




The
      Company entered into a Debt Exchange Agreement with its president and chief
      executive officer, Jacques Mot and its wholly owned subsidiary New Generation
      Plastic, Inc. dated as of the December 7, 2005. Pursuant to the Debt Exchange
      Agreement, the Company 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 bears interest at a rate of 10% per annum, is payable on demand
      and is convertible at the option of Mr. Mot into shares of Company Preferred
      Stock, or into shares of NGP Preferred Stock, subject to stockholder approval
      of
      the "spinoff" of NGP. The conversion rate under the note is $1.507 per share
      of
      Preferred Stock (whether NGH or NGP) 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. Accordingly, if Mr. Mot
      converts the entire amount outstanding under the Convertible Promissory Note
      as
      of the date of issuance into shares of NGH Preferred Stock, he would own
      37,690,506 shares of Common Stock (including the 100,000 shares and currently
      exercisable options to purchase 1,100,000 shares he owned prior to the issuance
      of the Convertible Promissory Note) representing approximately 34% of the
      Company on a fully diluted basis or approximately 45% of the Company assuming
      exercise of Mr. Mot's options, but excluding options and/or warrants held by
      all
      other stockholders. Similarly, if our stockholders approve the "spinoff" of
      NGP
      and Mr. Mot elects to convert the entire amount outstanding under the
      Convertible Promissory Note into NGP Preferred Stock, he would own 37,690,506
      shares of NGP Common Stock representing approximately 34% on fully diluted
      basis or approximately 45% assuming exercise of Mr. Mot's options, but excluding
      options and/or warrants held by all other stockholders.




F-10
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              to Financial
              Statements**




**NOTE
      E - WARRANT AND DERIVATIVE LIABILITIES**




As
      disclosed in Note B, we do not have sufficient authorized common shares
      available to enable the exercise of all of our 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 note agreement
      and other 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. As of August 30, 2005, the initial date on which we
      had
      insufficient shares to settle all contractual obligations under option and
      warrant agreements outstanding, a $735,200 fair value of instruments previously
      recorded as permanent equity was recorded as a liability based upon fair values
      computed under a Black Scholes model with the following assumptions:
      (1) dividend yield of 0% (2) expected volatility of 146%
      (3) risk-free interest rate of 4% and (4) expected life and exercise
      prices consistent with each individual instrument.




At
      September 30, 2005 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 146% (3) risk-free interest
      rate of approximately 4% and (4) expected life and exercise prices
      consistent with each individual instrument. These calculations resulted in
      an
      aggregate value of derivative instruments of approximately $1,593,000. As a
      result, for the three and nine month periods ended September 30, 2005 the
      Company recorded approximately $857,000 as a charge to Change in Value of
      Warrant Liability.




**NOTE
      F- RESTATEMENT OF FINANCIAL STATEMENTS**





The
      Company has restated its condensed consolidated statement of operations for
      the
      period ended September 30, 2005 to correct the following errors in the financial
      statements previously filed.





The
                Company did not have sufficient shares of common stock to settle
                contractual obligations under option and warrant agreements and
                erroneously recorded the value of warrants and options issued as
                permanent
                equity .





The
      net
      effect of the correction of this error was to:





Decrease
                the Company’s reported additional paid in capital as of September 30, 2005
                by $735,200 from $31,510,515 to
                $30,775,315.





Increase
                the Company’s reported liabilities as September 30,m 2005 by $1,592,615
                from $1,658,054 to $3,250,669.





Increase
      the Company’s reported net loss for the nine month period ended September 30,
      2005 by $857,415 from $1,555,685 to $2,413,100.





Increase
      the Company’s reported net loss for the three month period ended September 30,
      2005 by $857,415 from $691,628 to $1,549,043.





Following
      are reconciliations of the Company’s restatement of the Condensed Consolidated
      Balance Sheet as of September 30, 2005.





September
                30, 2005(As
                Restated)
            
            (As
                Reported)Warrant
                derivatives
            
            $
            1,592,615
            
            $
            —Additional
                paid-in capital
            
            
            30,775,315
            
            
            31,510,515Accumulated
                deficit
            
            
            (34,445,922
            )
            
            (33,588,507
            )






F-11
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              to Financial
              Statements**




Following
      are reconciliations of the Company’s restatement of the Condensed Consolidated
      Statement of Operations for the periods ended September 30, 2005.





Three
                Months Ended
              September
                30, 2005
            
            Nine
                Months Ended
              September
                30, 2005(As
                Restated)
            
            (As
                Reported)
            
            (As
                Restated)
            
            (As
                Reported)Operating
                Expenses:Selling,
                General & Administrative
            
            $
            691,628
            
            $
            691,628
            
            $
            1,555,685
            
            $
            1,555,685Total
                Operating expenses
            
            
            691,628
            
            
            691,628
            
            
            1,555,685
            
            
            1,555,685Change
                in value of warrant liability
            
            
            (857,415
            )
            
            —
            
            
            (857,415
            )
            
            —Loss
                from operations
            
            
            (1,549,043
            )
            
            (691,628
            )
            
            (2,413,100
            )
            
            (1,555,685
            )Income
                Taxes ProvisionNet
                loss
            
            
            (1,549,043
            )
            
            (691,628
            )
            
            (2,413,100
            )
            
            (1,555,685
            )Earnings
                per common share (basic and diluted)
            
            $
            (0.04
            )
            $
            (0.02
            )
            $
            (0.07
            )
            $
            (0.05
            )






F-12
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              Statements**


**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 seeking to
      develop and market within Europe, through its wholly subsidiary, a proprietary
      technology designed to process two or more discrete plastic
      polymers.




Due
      to a
      lack of liquidity, the Company failed to timely file its annual report on Form
      10-KSB for the year ended December 31, 2002 and all subsequent quarterly and
      annual reports. The Company has since raised limited funds and filed its annual
      reports for the years ended December 31, 2002, December 31, 2003 and December
      31, 2004 and all quarterly reports through and including the period ended
      September 30, 2004. The Company anticipates filing its remaining delinquent
      filings in the near future at which point the Company will be current in its
      filings. The Company then intends to file with the SEC, proxy materials for
      the
      purposes of among other things electing directors, selecting the Company's
      independent auditors and approving a "spinoff" of the Company's wholly owned
      subsidiary, New Generation Plastic, Inc. to the Company's stockholders. As
      currently contemplated, each Company stockholder would receive one share of
      NGP
      Common Stock, par value, $0.001 for each share of Company Common Stock held
      by
      such stockholder. Upon approval of the "spinoff," NGP is expected to become
      a
      public company.




**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
      September 30, 2005, we had a working capital deficit of $1,509,989 . We
      generated no cash flow from operations during the nine month period ended
      September 30, 2005. During the nine month period ended September 30, 2005,
      we
      received $1,652,115 ( after giving effect to exchange rates) 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.




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              Statements**




The
      Company has engaged in a Regulation S offering to offshore investors that
      commenced in March 2004. In this offering, a total of $2,506,207 has been raised
      through the date of this filing and 25,060,270 shares of common stock and
      warrants to purchase an additional 21,935,270 shares of common stock have been
      issued. Of the $2,506,207 raised in this offering $3,977,751 (after giving
      effect to exchange rates) was subscribed for through the nine month period
      ended
      September 30, 2005 and is reflected on Company's balance sheet as of such date;
      however, some of the common stock and warrants for such subscriptions were
      not
      issued until the fourth quarter of 2005.




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




By
      adjusting its operations and development to the level of capitalization,
      management believes it has sufficient 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, 2004 financial statements states
      that our recurring losses raise substantial doubts about our ability to continue
      as a going concern.




**Recent
      Accounting Pronouncements**




**SFAS
      123R** . On
      March 31, 2004 the Financial Accounting Standards Board (“FASB”) issued its
      exposure draft, “Share-Based Payments”, which is a proposed amendment to SFAS
      123. The exposure draft would require all share-based payments to employees,
      including grants of employee stock options and purchases under employee stock
      purchase plans, to be recognized in the statement of operations based on their
      fair value. The FASB issued the final standard in December 2004 that is
      effective for public companies for interim and annual periods beginning after
      June 15, 2005. The Company has not yet assessed the impact of adopting this
      new
      standard.





**FAS
      129-1** . In
      April 2004, the FASB issued FASB Staff Position (FSP) 129-1, “Disclosure
      Requirements under SFAS 129, “ *Disclosure
      of Information about Capital Structure* ,”
Relating to Contingently Convertible Securities.” The FSP interprets how the
      disclosure provisions of SFAS 129 apply to contingently convertible securities
      and their potentially dilutive effect on earnings per share. The Company is
      in a
      loss position for the three and nine months ended October 2, 2004, therefore,
      adoption of this FSP did not have a material effect on the Company’s financial
      position, results of operations, or cash flows.




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**EITF
      04-08** . In
      September 2004, the Emerging Issues Task Force issued EITF 04-08 "The Effect
      of
      Contingently Convertible Debt on Diluted Earnings Per Share." EITF 04-08
      requires companies to include in diluted earnings per share, on the if-converted
      method, any shares of our common stock into which debt of the Company may be
      converted, regardless of whether the conversion threshold has been met. The
      Company adopted this standard as of September 2004. The Company has reported
      per
      share losses for all periods contained in this report. Since inclusion of
      additional shares would be anti-dilutive, no change to the Company’s historical
      results is required, therefore, adoption of this EITF did not have a material
      effect on the Company’s financial position, results of operations, or cash
      flows.




**SFAS
      151.** In
      November 2004, the Financial Accounting Standards Board (FASB) issued
      SFAS 151, Inventory Costs— an amendment of ARB No. 43, Chapter 4. This
      Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory
      Pricing,” to clarify the accounting for abnormal amounts of idle facility
      expense, freight, handling costs, and wasted material (spoilage).
      Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under
      some circumstances, items such as idle facility expense, excessive spoilage,
      double freight, and rehandling costs may be so abnormal as to require treatment
      as current period charges. . . .” This Statement requires that those items be
      recognized as current-period charges regardless of whether they meet the
      criterion of “so abnormal.” In addition, this Statement requires that allocation
      of fixed production overheads to the costs of conversion be based on the normal
      capacity of the production facilities. This Statement is effective for inventory
      costs incurred during fiscal years beginning after June 15, 2005. The
      Company does not anticipate that the implementation of this standard will have
      a
      material impact on its financial position, results of operations or cash
      flows.




**SFAS
      152.** In
      December 2004, the FASB issued SFAS No.152, “Accounting for Real Estate
      Time-Sharing Transactions—an amendment of FASB Statements No. 66 and 67” (“SFAS
      152) The amendments made by Statement 152 This Statement amends FASB Statement
      No. 66, Accounting for Sales of Real Estate, to reference the financial
      accounting and reporting guidance for real estate time-sharing transactions
      that
      is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
      Estate Time-Sharing Transactions. This Statement also amends FASB Statement
      No.
      67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
      to state that the guidance for (a) incidental operations and (b) costs incurred
      to sell real estate projects does not apply to real estate time-sharing
      transactions. The accounting for those operations and costs is subject to the
      guidance in SOP 04-2. This Statement is effective for financial statements
      for
      fiscal years beginning after June 15, 2005. with earlier application encouraged.
      The Company does not anticipate that the implementation of this standard will
      have a material impact on its financial position, results of operations or
      cash
      flows.




**SFAS
      123R.** On
      December 16, 2004, the Financial Accounting Standards Board (“FASB”)
      published Statement of Financial Accounting Standards No. 123 (Revised
      2004), Share-Based Payment (“SFAS 123R”). SFAS 123R requires that compensation
      cost related to share-based payment transactions be recognized in the financial
      statements. Share-based payment transactions within the scope of SFAS 123R
      include stock options, restricted stock plans, performance-based awards, stock
      appreciation rights, and employee share purchase plans. The provisions of SFAS
      123R are effective as of the first interim period that begins after
      June 15, 2005. Accordingly, the Company will implement the revised standard
      in the third quarter of fiscal year 2005. Currently, the Company accounts for
      its share-based payment transactions under the provisions of APB 25, which
      does
      not necessarily require the recognition of compensation cost in the financial
      statements. The Company does not anticipate that the implementation of this
      standard will have a material impact on its financial position, results of
      operations or cash flows .




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**SFAS
      153.** On
      December 16, 2004, FASB issued Statement of Financial Accounting Standards
      No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
      No. 29, Accounting for Nonmonetary Transactions (“ SFAS 153”). This
      statement amends APB Opinion 29 to eliminate the exception for nonmonetary
      exchanges of similar productive assets and replaces it with a general exception
      for exchanges of nonmonetary assets that do not have commercial substance.
      Under
      SFAS 153, if a nonmonetary exchange of similar productive assets meets a
      commercial-substance criterion and fair value is determinable, the transaction
      must be accounted for at fair value resulting in recognition of any gain or
      loss. SFAS 153 is effective for nonmonetary transactions in fiscal periods
      that
      begin after June 15, 2005. The Company does not anticipate that the
      implementation of this standard will have a material impact on its financial
      position, results of operations or cash flows.




**Product
      Research and Development**




During
      the second quarter of 2004 we have been able to reactivate the NGP BT 30
      machine, which had been in storage since mid 2002, due to lack of operating
      capital. Since then, an engineer has been retained on a consulting basis in
      order to operate the machinery and develop further testing for clients within
      the plastic industry. NGP is executing several research programs for various
      industry leaders and government agencies. NGP has also recently built its first
      industrial size machine, with a capacity of 350KG per hour, or 2,400 Tons
      annually.





We
      anticipate incurring research and development expenditures during the 12 month
      period commencing on September 30, 2005 in the approximate amount of
      $75,000.




**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
      January 1, 2005, Jacques Mot, our Chief Executive Officer and Patrick Sulzer,
      our Chief Operating Officer are our only employees. Prior to January 1, 2005,
      Mr. Mot served as a consultant. As we grow, we will need to attract an unknown
      number of qualified employees. This projected increase in personnel is dependent
      upon our generating revenues and obtaining sources of financing. There is no
      guarantee that we will be successful in raising the funds required or generating
      revenues sufficient to fund the projected increase in the number of
      employees.




-13-
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              Statements**




**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.




**Inflation**




Our
      opinion is that inflation has not had a material effect on our
      operation.




**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 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
      September 30, 2005, the Company carried out an evaluation, under the supervision
      and with the participation of its management, including its Chief Executive
      Officer and Chief Financial Officer, of the effectiveness of the design and
      operation of the Company's disclosure controls and procedures pursuant to
      Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
      of
      1934, as amended. Based solely on the material weakness described below, the
      Company's Chief Executive Officer and Chief Financial Officer concluded that,
      as
      of September 30, 2005, the Company's disclosure controls and procedures were
      not
      effective as of the end of the fiscal period covered by this Quarterly Report
      on
      Form 10-Q/A-1. Due to this material weakness, the Company, in preparing its
      restated condensed consolidated financial statements as of and for the period
      ended September 30, 2005, performed additional procedures relating to inventory
      to enable it to conclude that the consolidated financial statements were
      prepared in accordance with U.S. generally accepted accounting
      principles.





During
      the course of the audit of our financial statements , for the year ended
      December 31, 2005 , our independent outside auditors determined we
      did
      not have sufficient authorized shares to enable the exercise of all of our
      outstanding common stock purchase 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 note agreement and other option and warrant agreements
      outstanding. Accordingly, we have reclassified the fair value of certain
      warrants as a liability on the balance sheet at September 30, 2005 The
      errors did result in the understatement of liabilities , loss before income
      taxes, and net loss for the interim fiscal quarter ended September 30, 2005,
      as
      described in the footnote F of the Financial Statements herein.





Changes
      in Internal Controls.





Since
      September 30, 2005, the Company has taken steps to correct its equity
      transaction processing procedures, accounting controls and reporting controls
      to
      prevent recurrence of such errors. Those include the employment an interim
      Chief
      Financial Officer ,
      who is
      a CPA with extensive CFO-level management and SEC reporting experience in public
      companies. The Company believes that this addition to the Company’s Finance and
      Accounting team will improve the quality of future period financial
      reporting.





Other
      than the change discussed above, there have been no significant changes in
      the
      Company's internal controls, or in other factors that could significantly affect
      these controls, subsequent to the date of that evaluation.




-14-
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              Statements**




**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 three month period ended September 30, 2005, we received subscriptions
                to purchase 5,000,000 shares of our common stock and warrants to
                purchase
                an additional 5,000,000 shares of our common stock to offshore investors
                for an aggregate purchase price of $500,000 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.




(b)
            None




(c)
            The
                following table provides information about purchases by us and our
                affiliated purchasers during the quarter ended September 30, 2005
                of
                equity securities that are registered by us pursuant to Section 12
                of the
                Securities Exchange Act of 1934:




ISSUER
      PURCHASES OF EQUITY SECURITIES




Period
            
            (a)
              Total
                Number of Shares
              (or
                Units) Purchased)
            
            (b)
              Average
                Price Paid per Share (or Unit)
            
            (c)
              Total
                Number of Shares (or Units)Purchased as Part of Publicly Announced Plans or Programs
                (1)
            
            (d)
              Maximum
                Number (or Approximate Dollar Value) of Shares (or Units)that May Yet Be Purchased Under the Plans or Programs (1)07/01/05-07/30/05
            
            
            0
            
            $
            0
            
            
            0
            
            
            008/01/05-08/31/05
            
            
            0
            
            $
            0
            
            
            0
            
            
            009/01/05-09/30/05
            
            
            0
            
            $
            0
            
            
            0
            
            
            0





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






-15-
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              Statements**




**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.






-16-
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              Statements**





**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
      4,
      2006







/s/
      JACQUES MOT


Jacques
      Mot


President,
      Chief Financial Officer, Secretary and Director


-17-