<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



                For the quarterly period ended September 30, 2001
                        Commission file number 000-24623


                          New Generation Holdings, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)



                      Delaware                       13-4056896
          -------------------------------   ----------------------------
          (State or other jurisdiction of   (IRS Employer Identification
           incorporation or organization)              Number)



                          400 West Broadway, 6th Floor
                            New York, New York 10012
              ----------------------------------------------------
                    (Address of principal executive offices)


                                 (212) 937-5054
              ----------------------------------------------------
                (Issuer's telephone number, including area code)


              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if changed Since Last Report)

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 past 12 months (or
for such shorter period that the registrant was required to file such reports)
Yes [ x ] No [ ], and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] 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 latest practicable date:

         As of November 7, 2001 the Issuer had outstanding 20,887,110 shares of
its Common Stock, $0.001 par value.



<PAGE>

                           New Generation Holdings Inc

                     Quarterly Report on Form 10-QSB for the
                   Quarterly Period Ending September 30, 2001


                                Table of Contents


Part I:  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Consolidated Condensed Balance Sheets:
         September 30, 2001 and December 31, 2000

         Consolidated Condensed Statement of Losses and Comprehensive Losses:
         Nine Months Ended September 30, 2001 and 2000

         Consolidated Condensed  Statement of Cash Flows:
         Nine Months Ended September 30, 2001 and 2000

         Notes to Consolidated Condensed Financial Statements:
         September 30, 2001

Item 2.  Management's Discussion and Analysis

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults Upon Senior Securities

         Item 4.  Submission of Matters to a Vote of Security Holders

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K



<PAGE>

<TABLE>
                                        NEW GENERATION HOLDINGS, INC.
                                    CONSOLIDATED CONDENSED BALANCE SHEET
<CAPTION>

                                                                             September 30,    December 31,
                                                                                 2001             2000
                                                                             -------------    -------------
                                                                              (UNAUDITED)
<S>                                                                          <C>              <C>
                                ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                                 $  1,502,143     $    855,404
   Accounts receivable, net                                                       587,964               -
   Other receivables                                                            1,058,894               -
   Prepaid expenses and other current assets                                      441,657           46,524
                                                                             -------------    -------------
     Total Current Assets                                                       3,590,658          901,928

Property, plant and equipment, net                                                297,816          124,618
Equity investments in associated companies, including
goodwill and other intangible assets, net of accumulated amortization          15,613,627        2,684,792
Investment, at cost                                                               150,307          152,262
Patents, net                                                                      288,810          340,530

     Total Assets                                                            $ 19,941,218     $  4,204,130
                                                                             =============    =============

                  LIABILITES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued liabilities                                  $  3,987,514     $   645,623
                                                                             -------------    ------------
      Total current liabilities                                                 3,987,514         645,623

                                                                             -------------    ------------
Total liabilities                                                               3,987,514         645,623

Minority Interest                                                                  89,224               -

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S EQUITY:
Preferred stock, $0.001 par value; 1,000,000 shares authorized, none
issued at September 30, 2001 and December 31, 2000                                                      -
Common stock, $0.001 par value; 50,000,000 shares authorized,
20,887,110 and 15,074,788 issued and outstanding at
September 30, 2001 and December 31, 2000, respectively                             20,887          15,075
   Additional paid in capital                                                  29,487,628      11,942,781
   Accumulated deficit                                                        (13,731,950)     (8,427,737)
   Accumulated other comprehensive income                                          87,915          28,388
                                                                             -------------    ------------
     Total stockholder's equity                                                15,864,480       3,558,507
                                                                             -------------    ------------

                  Total liabilities and stockholder's equity                 $ 19,941,218     $ 4,204,130
                                                                             =============    ============

                      See accompanying footnotes to the unaudited financial statements
</TABLE>


<PAGE>

<TABLE>
                                  NEW GENERATION HOLDINGS, INC
               CONSOLIDATED CONDENSED STATEMENT OF LOSSES AND COMPREHENSIVE LOSSES
                                           (UNAUDITED)
<CAPTION>

                                        Three Months ended            Nine Months Ended
                                          September 30,                  September 30,
                                       2001            2000            2001          2000
                                       ----            ----            ----          ----
<S>                                <C>             <C>             <C>             <C>
Revenues:
   Consulting                      $    293,400    $          -    $    843,335    $          -
   License revenue                       64,246               -         489,268               -
   Service revenue                      277,902               -         677,918               -
                                   -------------   -------------   -------------   -------------
                                        635,548               -       2,010,521               -
Operating expenses
   General and administrative         2,038,876       1,049,819       4,839,034       2,760,472
   Product development                    5,954          50,000          20,190         127,147
   Write off of note receivable               -         500,000               -         500,000
   Depreciation & amortization          997,927          35,780       2,531,232          87,549
                                   -------------   -------------   -------------   -------------
                                      3,042,757       1,635,599       7,390,456       3,475,168

Net loss from operations             (2,407,209)     (1,635,599)     (5,379,935)     (3,475,168)

Other income/expense:
  Equity in profits/(losses)
    in affiliates                         5,533               -         (10,158)              -
  Interest income/(expense), net              -          42,342           5,226          67,843

  Other income, (net)                    97,918               -         154,437               -
  Currency exchange difference           82,187               -         (65,211)              -
                                   -------------   -------------   -------------   -------------
                                        185,638          42,342          84,294          67,843
                                   -------------   -------------   -------------   -------------
Net loss before income taxes         (2,221,571)     (1,593,257)     (5,295,641)     (3,407,325)
Income (tax) benefit                    194,236               -          (5,472)              -
                                   -------------   -------------   -------------   -------------
Net Loss                           $ (2,027,335)   $ (1,593,257)   $ (5,301,113)   $ (3,407,325)
                                   =============   =============   =============   =============

Basic and diluted net loss
  per common share                 $      (0.10)   $      (0.13)   $      (0.27)   $      (0.27)
                                   =============   =============   =============   =============
Shares used to compute basic
  and diluted net loss per
  common share                       20,678,095      12,552,061      19,565,103      12,552,061

Comprehensive loss:
Net loss                             (2,027,335)     (1,593,257)     (5,301,113)     (3,407,325)

Foreign currency translation
  gain (loss)                                 -               -         (59,527)              -
                                   -------------   -------------   -------------   -------------
Comprehensive loss                 $ (2,027,335)   $ (1,593,257)   $ (5,360,640)   $ (3,407,325)
                                   =============   =============   =============   =============

                See accompanying footnotes to the unaudited financial statements
</TABLE>


<PAGE>

<TABLE>
                           NEW GENERATION HOLDINGS, INC
                  CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                    (UNAUDITED)
<CAPTION>

                                                     Nine Months ended September 31,
                                                          2001            2000
                                                          ----            ----
<S>                                                   <C>             <C>
Cash flows from operating activities:
   Net Loss                                           $(5,301,113)    $(3,407,325)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation & amortization                        2,531,232          87,549
     Equity based compensation expense                    394,222         646,435
     Write off of note receivable                               -         500,000
     Equity in net losses of affiliates                    10,158               -
     Changes in operating assets and liabilities:
     Current assets, net                               (2,136,340)        131,660

     Accounts payable and accrued expenses              3,341,891         100,767
                                                      ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                  (1,159,950)     (1,940,914)
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of fixed assets                              (212,089)       (136,872)
   Investment in note receivable                                -        (500,000)
   Investments in partner companies                             -        (343,797)
   Cash acquired in connection with acquisition         1,473,778
                                                      ------------    ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES               1,261,689        (980,669)
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash received from shareholder/affiliates                    -         297,447
   Repayment of shareholder loans                               -        (351,054)
   Issuance of common stock, net                          545,000       5,248,035
                                                      ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 545,000       5,194,428

Effects of exchange rates on cash                               -               -
Net increase in cash and cash equivalents                 646,739       2,272,845
Cash and cash equivalents, January 1                      855,404           3,708
                                                      ------------    ------------
CASH AND CASH EQUIVALENTS, SEPTEMBER 30               $ 1,502,143     $ 2,276,553
                                                      ============    ============

Supplemental information:
Interest paid                                         $         -    $          -
Taxes paid                                                      -               -
Common stock issued in exchange for services              394,222         646,435
Common stock issued in exchange for acquisitions       14,293,076               -
Common stock issued in exchange for debt                        -               -
Acquisition:
  Assets acquired, net                                  1,458,966               -
  Goodwill and other intangible assets, net            13,942,532               -
  Liabilities assumed, net                             (1,108,422)              -
  Common stock issued                                 (14,293,076)              -
                                                      ------------    ------------
    Net cash paid for acquisition                     $         -     $         -
                                                      ============    ============
</TABLE>
         See accompanying footnotes to the unaudited financial statements


<PAGE>

                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEBMER 30, 2001
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES
---------------------------------------

General
-------

The accompanying unaudited consolidated 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 generally
accepted accounting principles.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine month period ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2001. The unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated December 31, 2000 financial
statements and footnotes thereto included in the Company's SEC Form 10KSB.

Basis of Presentation
---------------------

New Generation Holdings, Inc. ("Company") was incorporated in the State of
Delaware on April 15, 1999. The Company has two ongoing business focuses: (a)
the expansion and operation of Minerva Softcare N.V., and the acquisition of
further established software and consulting businesses, and (b) the continued
commercialization of our patented plastic technology.

In two separate transactions consummated on December 29, 2000 (for 25%) and
February 28, 2001 (for 75%), respectively, the Company acquired all of the
outstanding shares of Minerva. Minerva is a Belgian company engaged in the
business of software development and providing software solutions. Minerva's
products have enabled it to evolve from pure product development and selling, to
solution provision and technical consulting. Minerva specializes in developing
and marketing data warehousing, life cycle management and data modeling
platforms and solutions.

The consolidated financial statements include the companies which are
effectively controlled directly by New Generation Holdings Inc., where control
is defined as the power to govern the financial and operating policies. This
control is generally evidenced when New Generation Holdings, Inc. directly or
indirectly owns more than 50% or the voting rights of the company's share
capital. Significant intercompany transactions have been eliminated in
consolidation. Certain prior period amounts have been reclassified for
comparative purposes.

Recent Accounting Pronouncements
--------------------------------

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. ("FAS") 141, "Business Combinations" ("FAS
141") and FAS 142, "Goodwill and Other Intangible Assets" ("FAS 142"). FAS 141
addresses the initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination. FAS 142 addresses the
initial recognition and measurement of intangible assets acquired outside of a
business combination, whether acquired individually or with a group of other
assets, and the accounting and reporting for goodwill and other intangibles
subsequent to their acquisition. These standards require all future business
combinations to be accounted for using the purchase method of accounting.
Goodwill will no longer be amortized but instead will be subject to impairment
tests at least annually. The Company is required to adopt FAS 141 and FAS 142 on
a prospective basis as of January 1, 2002; however, certain provisions of these
new standards may also apply to any acquisitions concluded subsequent to June
30, 2001. As a result of implementing these new standards, the Company will
discontinue the amortization of goodwill as of December 31, 2001. The
amortization of goodwill reduced our net income by $2,346,135 for the nine
months ended September 30, 2001. We have not quantified the impact of adopting
other provisions of these standards. If amortization of goodwill was not applied
during the nine month periods ended September 30, 2001 and September 30, 2000,
loss from continuing operations before income tax would have been $2,949,506 and
$3,407,325 respectively.



<PAGE>

                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEBMER 30, 2001
                                   (UNAUDITED)


In October 2001, the Financial Accounting Standards Board issued FAS
144,"Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS
144"). FAS 144 addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. This statement supersedes FAS 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of" ("FAS 121") and related literature and establishes a single accounting
model, based on the framework established in FAS 121, for long-lived assets to
be disposed of by sale. The Company is required to adopt FAS 144 no later than
January 1, 2002. The Company does not believe that the adoption of FAS 144 will
have a material impact on its consolidated financial statements.


NOTE B - ACQUISITION
--------------------

In February 2001 the Company acquired seventy five percent (75%) of the
outstanding shares of Minerva Softcare N.V., in exchange for 5,365,342
unregistered shares (having a then fair market value of $14,293,076) of the
Company's common stock in a transaction accounted for using the purchase method
of accounting. The Company had previously acquired twenty-five percent (25%) of
the outstanding shares of Minerva Softcare N.V. in December 2000.

The total purchase price and carrying value of the seventy-five percent (75%) of
the net assets acquired of Minerva Softcare N.V. were as follows:

         Assets acquired                             $   1,458,966
         Goodwill and other intangibles                 13,942,532
         Liabilities assumed                            (1,108,422)
                                                     --------------
         Total                                       $  14,293,076
                                                     ==============


NOTE C - SEGMENT INFORMATION
----------------------------

During 2001 and 2000, the Company operated in three reportable segments:

Minerva Softcare N.V., New Generation Plastic, Inc., New Generation Partners,
Inc. The Company's three reportable segments are managed separately based on
fundamental differences in their operations.

Minerva Softcare N.V. is engaged in the business of software development and
providing software solutions.

New Generations Plastic, Inc. is in the development stage of commercializing
patented plastic technology.

New Generation Partners, Inc. is seeking new investment opportunities in
established software and consulting businesses.

The Company also segments its business through geographic locations. Those
geographic segments are: United States, Sweden, Switzerland, United Kingdom,
France, and the Benelux countries.

Segment operating income is total segment revenue reduced by operating expenses
identifiable with the business segment. Corporate includes general corporate
administrative costs.

The Company evaluates performance and allocates resources based upon
operating income. The accounting policies of the reportable segments are the
same as those described in the summary of accounting policies. There are no
inter-segment sales.



<PAGE>
<TABLE>

                                NEW GENERATION HOLDINGS, INC
                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     SEPTEMBER 30, 2001
                                        (UNAUDITED)
INDUSTRY SEGMENTS
-----------------
<CAPTION>

                                    Three Months Ended                Nine Months Ended
                                       September 30,                    September 30,
                                    2001           2000            2001            2000
                                    ----           ----            ----            ----
<S>                            <C>             <C>             <C>             <C>
Net Sales to External
Customers
Minerva Softcare N.V.              635,548               -       2,010,521               -
New Generation Plastic, Inc.             -               -               -               -
New Generation Partners,
Inc.                                     -               -               -               -
All Other                                -               -               -               -
                               ------------    ------------    ------------    ------------
Total Sales to External
Customers                      $   635,548     $         -     $ 2,010,521     $         -
                               ============    ============    ============    ============

Segment Depreciation and
Amortization
Minerva Softcare N.V.               50,917               -         102,324               -
New Generation Plastic, Inc.             -          25,960          51,720          77,639
New Generation Partners,
Inc.                               947,010           9,820       2,377,188           9,910
All Other                                -               -               -               -
                               ------------    ------------    ------------    ------------
Total Depreciation and
Amortization                   $   997,927     $    35,780     $ 2,531,232     $    87,549
                               ============    ============    ============    ============

Segment General and
Administrative Expense
Minerva Softcare N.V             1,707,390               -       3,150,896               -
New Generation Plastic, Inc.        10,236               -               -               -
New Generation Partners,
Inc.                               321,250       1,049,819       1,688,138       2,760,472
All Other                                -               -              -                -
                               ------------    ------------    ------------    ------------
Total General and
Administrative Expense         $ 2,038,876     $ 1,049,819     $ 4,839,034     $ 2,760,472
                               ============    ============    ============    ============

Purchase of Fixed Assets
Minerva Softcare N.V                54,000               -         208,533               -
New Generation Plastic, Inc.             -               -              -                -
New Generation Partners,
Inc.                                 3,556         105,507           3,556         136,872
All Other                                -               -               -               -
                               ------------    ------------    ------------    ------------
Total Purchases of Fixed
Assets                         $    57,556     $   105,507     $   212,089     $   136,872
                               ============    ============    ============    ============

Segment Operating  Loss
Minerva Softcare N.V            (1,122,758)              -      (1,242,699)              -
New Generation Plastic, Inc.       (16,190)        (50,000)        (71,910)       (127,147)
New Generation Partners,
Inc.                            (1,268,260)     (1,585,599)     (4,065,326)     (3,348,021)
All Other                                -               -               -               -
                               ------------    ------------    ------------    ------------
Total Segment Operating
Income (Loss)                  $(2,407,209)    $(1,635,599)    $(5,379,935)    $(3,475,168)
                               ============    ============    ============    ============
</TABLE>


<PAGE>


                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


INDUSTRY SEGMENTS (Continued
----------------------------

Segment Assets                                      September 30,   December 31,
                                                    -------------   ------------
                                                        2001             2000
                                                        ----             ----

Minerva Softcare N.V                                  4,314,006         129,827
New Generation Plastic, Inc.                            299,675         340,530
New Generation Partners, Inc.
                                                     15,327,537       3,727,163
All Other
                                                              -           6,610
                                                    ------------    ------------
Total Segment Assets                                $19,941,218     $ 4,204,130
                                                    ============    ============



GEOGRAPHIC SEGMENTS
-------------------


                          Three Months Ended            Nine Months Ended
                            September 30,                  September 30,
                           2001          2000            2001            2000
                           ----          ----            ----            ----
Net Sales to External
Customers

United States                   -              -             -                -
Sweden                          -              -             -                -
Switzerland                     -              -             -                -
United Kingdom                  -              -             -                -
France                    120,368              -       282,029                -
Benelux                   515,180              -     1,728,492                -
                        ----------   ------------   -----------     ------------
Total Sales to External
Customers               $ 635,548    $         -    $ 2,010,521     $         -
                        ==========   ============   ============    ============

Segment Assets                                      September 30,   December 31,
                                                    -------------   ------------
                                                        2001            2000
                                                        ----            ----
United States                                        14,951,113       1,084,706
Sweden                                                   16,799               -
Switzerland                                             163,898         127,761
United Kingdom                                           10,923         111,119
France                                                  887,171               -
Benelux                                               3,911,314       2,880,544
                                                    ------------    ------------
Total Segment Assets                                $19,941,218     $ 4,204,130
                                                    ============    ============



<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto, included elsewhere within
this Report.

Forward Looking Statements
--------------------------

This Form 10-QSB contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements included
herein that address activities, events or developments that the Company expects,
believes, estimates, plans, intends, projects or anticipates will or may occur
in the future, are forward-looking statements. Actual events may differ
materially from those anticipated in the forward-looking statements. Important
risks that may cause such a difference include: general domestic and
international economic business conditions, increased competition in the
Company's markets and products. Other factors may include, availability and
terms of capital, and/or increases in operating and supply costs. Market
acceptance of existing and new products, rapid technological changes,
availability of qualified personnel also could be factors. Changes in the
Company's business strategies and development plans and changes in government
regulation could adversely affect the Company. Although the Company believes
that the assumptions underlying the forward-looking statements contained herein
are reasonable, any of the assumptions could be inaccurate. There can be no
assurance that the forward-looking statements included in this filing will prove
to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company that the objectives
and expectations of the Company would be achieved.

OVERVIEW

The Company has transitioned from a development stage enterprise to that of an
active growth and acquisition stage Company. We began generating revenue in the
first quarter of 2001 following our acquisition of Minerva Softcare N.V. and are
directing much of our efforts to the development and expansion of Minerva's
operations. Our businesses are carried out in two of our subsidiaries formed for
those purposes. We are presently a holding company with no operations aside from
the ownership of the subsidiary corporations' stock.

THREE MONTHS ENDED SEPTEMBER 30, 2001

Revenues
--------

The Company's revenues increased to $635,548 during the third quarter of 2001 as
compared to no revenues during the same period in 2000. The Company's Minerva
software segment, 25% of which was acquired in December, 2000, and the remaining
75% of which was acquired in February, 2001, generated $635,548 in revenues from
licensing the Company's software products and related service activities during
the three months ended September 30, 2001.

Costs and Expenses
------------------

The Company's costs and expenses increased from $1,635,599 during the quarter
ended September 30, 2000 to $3,042,757 during the third quarter of 2001. General
and administrative expenses increased $989,057, or 94% to $2,038,876 during the
quarter. In addition to incurring costs associated with implementing the
Company's business plan (e.g., travel, professional fees, and consulting fees)
during the three months ended September 30, 2001, the Company issued common
stock to consultants in lieu of compensation. The Company also incurred the
costs associated with the operation of its subsidiary Minerva Softcare N.V. The
Company incurred amortization expense of $997,927 during the three months ended
September 30, 2001 as a result of the Company's acquisition of the Minerva
Softcare N.V. and recognition of related goodwill.



<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 2001

Revenues
--------

The Company's revenues increased to $2,010,521 during the first nine months of
2001 as compared to no revenues during the same period in 2000. The Company's
Minerva software segment, 25% of which was acquired in December, 2000, and the
remaining 75% of which was acquired in February, 2001, generated $2,010,521 in
revenues from licensing the Company's software products and related service
activities during the nine months ended September 30, 2001.

Costs and Expenses
------------------

The Company's costs and expenses increased from $3,475,168 during the nine
months ended September 30, 2000 to $7,390,456 during the nine months ended
September 30, 2001. General and administrative expenses increased $2,078,562, or
75% to $4,839,034 during the same period. In addition to incurring costs
associated with implementing the Company's business plan (e.g. travel,
professional fees, and consulting fees) during the nine months ended September
30, 2001, the Company issued common stock to consultants in lieu of
compensation. The Company also incurred the costs associated with the operation
of its subsidiary Minerva Softcare N.V. The Company incurred amortization
expense of $2,531,232 during the nine months ended September 30, 2001 as a
result of the Company's acquisition of Minerva Softcare N.V. and recognition
of related goodwill.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2001, the Company had a deficit in working capital of
$396,856 compared to available working capital of $256,305 at December 31, 2000,
a decrease in working capital of $653,161. The decrease in working capital was
substantially due to the company's operating losses and increases in accounts
payable and accrued expenses.

As a result of the Company's operating loss of $5,301,113 during the nine months
ended September 30, 2001, the Company generated a cash flow deficit of
$1,159,950 from operating activities, adjusted principally for depreciation and
amortization of $2,531,232, and equity based compensation of $394,222. The
Company met its cash requirements during the first nine months of 2001 through
the receipt of $1,473,778 of cash acquired in connection with its acquisition of
75% of Minerva Softcare N.V. as well as $545,000 received in exchange for the
sales of the Company's common stock in a private placement to sophisticated
investors

While the Company has raised capital to meet its working capital requirements in
the past, additional financing is required, in order to meet current and
projected cash flow deficits from operations. The Company is seeking financing
in the form of equity and debt. There are no assurances the Company will be
successful in raising the funds required.

In prior periods, the Company has borrowed funds from significant shareholders
of the Company to satisfy certain obligations. There are no assurances that the
Company will be able to borrow funds from significant shareholders of the
Company in the future.

As the Company continues to expand, the Company will incur additional costs for
personnel. In order for the Company to attract and retain quality personnel,
management anticipates it will continue to offer competitive salaries, issue
common stock to consultants and employees, and grant Company stock options to
current and future employees.

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

The Company's former independent certified public accountants stated in their
report included in the Company's December 31, 2000 Form 10-KSB, that the Company
has incurred operating losses in the last two years, and that the Company is
dependent upon management's ability to develop profitable operations. These
factors among others may raise substantial doubt about the Company's ability to
continue as a going concern.



<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has no long-term debt as of September 30, 2001. The Company invests
in money market funds and, under its current policies, the Company does not use
interest rate derivative instruments to manage its exposure to interest rate
changes.

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

         There are no legal proceedings against the Company.

         The Company's former auditors KPMG Fides Peat have notified
         the Company that they have a claim for unpaid accounting expenses and
         may commence a legal proceeding to pursue such claim. The Company
         believes that it has no further obligations to KPMG Fides Peat.

Item 2.  Changes in Securities and Use of Proceeds

         (a)      None
         (b)      None
         (c)      Sale of Securities

                  During the quarter, the Company issued a total of 22,727
                  shares of common stock having a value of $3.30 per share in
                  exchange for services. This issuance is considered exempt from
                  registration by reason of Section 4(2) of the Securities Act
                  of 1933.

                  During the quarter, the Company issued a total of 181,667
                  shares of common stock in a private placement to sophisticated
                  investors, primarily outside of the United States in exchange
                  for $545,000, net of costs and fees. This issuance is
                  considered exempt from registration by reason of Section 4(2)
                  of the Securities Act of 1933.

Item 3.  Defaults Upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)      None

         (b)      None



<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                           New Generation Holdings, Inc.
                                           (Registrant)


Date: November 14, 2001                    By: /s/ Paul Hokfelt
                                               -------------------------
                                               Paul Hokfelt
                                               Chief Executive Officer


                                           By: /s/ Jeffrey McArthur
                                               -------------------------
                                               Jeffrey McArthur
                                               Chief Financial Officer