UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

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

                        Commission File number 000-24623

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

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

                                 245 Park Avenue
                                   39th Floor
                               New York, NY 10022
               (Address of principal executive offices) (Zip Code)

                                 (516) 622-9200
                          (Issuer's telephone number)

               c/o Westerman Ball Ederer Miller & Sharfstein, LLP
                              170 Old Country Road
                                    Suite 400
                             Mineola, New York 11501

      (Former name, address, and 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 Exchange Act during the past 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. Yes [ ] No [X]

                      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 May 15, 2005, the issuer had 34,505,510  shares of Common Stock, par value
$.001 per share, outstanding.

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

<PAGE>

                                TABLE OF CONTENTS

PART I     FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS                                            F1-F9

ITEM 2     PLAN OF OPERATION                                                  10

ITEM 3     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK         13

           CONTROLS AND PROCEDURES
ITEM 4                                                                        13
           OTHER INFORMATION
PART II                                                                       13
           LEGAL PROCEEDINGS
ITEM 1                                                                        13
           CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 2                                                                        14
           DEFAULTS UPON SENIOR SECURITIES
ITEM 3                                                                        14
           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 4                                                                        14
           OTHER INFORMATION
ITEM 5
           EXHIBITS                                                           14
ITEM 6
           SIGNATURES

           CERTIFICATES

<PAGE>

PART 1    FINANCIAL INFORMATION

--------------------------------------------------------------------------------

ITEM 1.   FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

The accompanying consolidated balance sheet of New Generation Holdings, Inc. at
September 30, 2004, the consolidated statements of cash flows for the nine month
period ended September 30, 2004 and the consolidated statements of losses for
the three and nine months ended September 30, 2004 and 2003 have been prepared
by the Company's management in conformity with accounting principles generally
accepted in the United States of America. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature.

Operating results for the three and nine months ended September 30, 2004 are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2004.



                                      F-1
<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                          INDEX TO FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheet at September 30, 2004                   F-3
Condensed Consolidated Statements of Losses for the                          F-4
  three and nine months ended September 30, 2004 and 2003
Condensed Consolidated Statements of Cash Flows for the                      F-5
  nine months ended September 30, 2004 and 2003
Notes to Condensed Consolidated Financial Statements                   F-6 - F-9



                                      F-2
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                             September 30, 2004
                                                                                 (unaudited)
                                                                                 -----------
<S>                                                                              <C>
ASSETS
Current assets :
  Cash and cash equivalents                                                      $     28,254

Total  current assets                                                            $     28,254
                                                                                 ------------

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities                                       $  1,719,001
Total  current liabilities                                                          1,719,001


(Deficiency in) stockholders' equity:
Preferred stock, par value $.001 per share; 1,000,000 authorized, none issued
and outstanding at September 30, 2004 Common stock, par value $.001 per share;
50,000,000 authorized,
24,430,790 issued and outstanding at September 30, 2004                                24,420
Additional paid-in capital and common stock subscribed.                            30,185,466
Accumulated deficit                                                               (31,900,633)
                                                                                 ------------
Total (deficiency in) stockholders' equity                                         (1,690,747)
                                                                                 $     28,254
                                                                                 ============
</TABLE>

           See accompanying notes to unaudited condensed consolidated
                             financial statements.


                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                         For the three months             For the nine months
                                             September 30,                   September 30,
                                        2004              2003           2004            2003
                                        ----              ----           ----            ----
<S>                                <S>               <C>             <C>             <C>
Operating expenses:
  Selling, general and
  administrative expenses           $ 124,206          $ 82,000       $ 308,447       $ 251,767

  Amortization and depreciation            --            25,860          30,210          77,580
  Research and development             76,373                --         158,967              --
                                    ---------          --------       ---------       ---------

Total operating expenses              200,579           107,860         497,624         329,347
Exchange Gain                           1,865                --           9,043              --
Loss from continuing
operations, before income
taxes and discontinued
operations                           (198,714)         (107,860)       (488,581)       (329,347)
Income (taxes) benefit                     --                --              --              --
Loss from continuing
operations, before
discontinued operations              (198,714)         (107,860)       (488,581)       (329,347)
Loss from discontinued
operations                                 --                --              --        (220,779)
                                    ---------          --------       ---------       ---------
Net  (loss)                          (198,714)         (107,860)       (488,581)       (550,126)
Cumulative effect of                       --                --              --              --
accounting change
                                    =========          ========       =========       =========
Net loss applicable to common
shares                              $(198,714)        $(107,860)      $(488,581)      $(550,126)
Income (loss) per common
share (basic and assuming
dilution):                               (.00)            (0.01)          (0.02)          (0.03)
Continuing Operations                    (.00)            (0.01)          (0.02)          (0.02)
Discontinued Operations                                       0                           (0.01)

Weighted Average Shares
Outstanding                        24,430,790        21,056,690      24,430,790      21,056,690
</TABLE>

           See accompanying notes to unaudited condensed consolidated
                              financial statements

                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                         For the nine months ended September 30,
                                                              2004                    2003
                                                              ----                    ----
<S>                                                        <C>                    <C>

Net cash (used in) operating activities                    $(524,522)             $  (30,000)

Cash Flows from Investing Activities, net                    552,776                  30,000

Cash Flows from Financing Activities                                                      --

Net (decrease) in cash and cash equivalents                                               --
Cash and cash equivalents at beginning of period                                          --
                                                                                          --
Cash and cash equivalents at end of period                 $  28,254              $       --
                                                           =========              ==========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest                      $      --           $       --
Cash paid during the period for taxes                         $      --           $       --
</TABLE>

           See accompanying notes to unaudited condensed consolidated
                              financial statements

                                      F-5
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

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

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals) considered  necessary for a fair presentation have been included.  The
results  from  operations  for the  three-month  and  nine  month  period  ended
September  30, 2004 are not  necessarily  indicative  of the results that may be
expected  for  the  year  ended  December  31,  2004.  The  unaudited  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
December 31, 2003  financial  statements and footnotes  thereto  included in the
Company's Securities and Exchange Commission Form 10K-SB.

Business and Basis of Presentation

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

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

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

Discontinued Operations

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

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

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

                                      F-6
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

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

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

<TABLE>
<CAPTION>
                                                Nine Months Ended     Nine Months Ended
                                               September 30, 2004     September 30, 2003
<S>                                                <C>                    <C>
       Net sales                                   $      --              $  129,659
       Income (loss) before income taxes                  --              $ (220,779)
       Income taxes (benefit)                             --                      --
       Net income (loss)                           $      --              $ (220,779)
</TABLE>


Stock Based Compensation

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
No. 148 ("SFAS No. 148"),  "Accounting for Stock Based  Compensation  Transition
and  Disclosure an amendment of SFAS 123." This  statement  amends SFAS No. 123,
"Accounting for Stock Based  Compensation,"  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock based employee  compensation.  In addition,  this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for stock
based  employee  compensation  and the  effect of the  method  used on  reported
results.  The  Company  has  chosen to  continue  to  account  for  stock  based
compensation  using the intrinsic value method  prescribed in APB Opinion No. 25
and related interpretations. Accordingly, compensation expense for stock options
is  measured as the excess,  if any, of the fair market  value of the  Company's
stock at the date of the grant over the  exercise  price of the related  option.
The Company has adopted the annual disclosure  provisions of SFAS No. 148 in its
financial  reports for the year ended  December 31, 2002 and adopted the interim
disclosure  provisions for its financial reports for the subsequent periods. The
Company did not make any stock compensation awards during the periods presented.


                                      F-7
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Stock Based Compensation (Continued)

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

<TABLE>
<CAPTION>
                                                             For the three months ended           For the nine months ended
                                                                     September 30                        September 30
                                                                2004              2003              2004               2003
                                                                ----              ----              ----               ----
<S>                                                          <C>            <C>                  <C>              <C>
Net loss - as reported                                       (198,714)      $ (107,860)          (488,581)        $(550,126)
Add: Total stock based employee compensation
expense as reported under intrinsic value method                     0                0                  0                 0
(APB. No. 25)
Deduct: Total stock based employee compensation
expense as reported under fair value based method                    0                0                  0                 0
(SFAS No. 123)
Net loss - Pro Forma                                         (198,714)        (107,860)          (488,581)         (550,126)
Net loss attributable to common stockholders - Pro
forma                                                        (198,714)        (107,860)          (488,581)         (550,126)
Basic (and assuming dilution) loss per share - as
reported                                                         (.00)           (0.01)             (0.02)            (0.03)
Basic (and assuming dilution) loss per share - Pro
forma                                                          $ (.00)         $ (0.01)             $0.02)         $  (0.03)
</TABLE>

New Accounting Pronouncements

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

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


                                      F-8
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (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, 2004 the Company has issued and
outstanding 24,430,790 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, 2004.

NOTE C - SUBSEQUENT EVENTS

Beginning  in March of 2004,  the Company has engaged in a Regulation S offering
to offshore investors. In this offering, a total of approximately  $1,300,000.00
has been raised and  13,447,820  shares of common stock and warrants to purchase
an  additional  10,322,820  shares of common  stock  have  been  issued.  Of the
approximately $1,300,000.00 raised in this offering, $215,000 was subscribed for
during  the three  month  period  ended  September  30,  2004 and  approximately
$550,000 was  subscribed  for during the nine month period ended  September  30,
2004 and is reflected on Company's balance sheet as of such date;  however,  the
Common Stock and Warrants for such  subscriptions were not issued until November
of 2004.

                                      F-9
<PAGE>

ITEM 2.   PLAN OF OPERATION

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

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

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

Due to a lack of  liquidity,  we did not timely  file any of our public  filings
commencing  with our annual report for the year ended  December 31, 2002 through
our quarterly  report for the period ended March 31, 2005. We anticipate  filing
any remaining delinquent filings in the near future. We also intend to file with
the SEC  proxy  materials  for the  purposes  of  among  other  things  electing
directors and selecting the Company's independent auditors.

CURRENT OPERATIONS

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

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2004, we had a working  capital  deficit of  $1,690,747.  We
generated  no cash flow from  operations  during  the nine  month  period  ended
September  30,  2004.  During the nine month period ended  September,  2004,  we
received approximately $550,000, in the form of subscriptions in connection with
the private placement of our restricted common stock.

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

Beginning  in March of 2004,  the Company has engaged in a Regulation S offering
to offshore investors. In this offering, a total of approximately  $1,300,000.00
has been raised through May 15, 2005 and  13,447,820  shares of common stock and
warrants to purchase an additional  10,322,820  shares of common stock have been
issued.   Of  the   approximately   $1,300,000.00   raised  in  this   offering,
approximately  $550,000 was  subscribed  for through the nine month period ended
September 30, 2004; however, the common stock and warrants for the subscriptions
for the three  month  period  ended  September  30,  2004 were not issued  until
November of 2004.

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

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

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

                                       10
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

PRODUCT RESEARCH AND DEVELOPMENT

During the three month period ended  September 30, 2004, we spent  approximately
$76,000 on product development  expenses.  We have spent approximately  $120,000
from September 30, through May 1, 2005 on product development expenses.  Subject
to  receipt  of  additional  financing,  we  expect  to spend  approximately  an
additional  $350,000  from May  through  December  2005 on  product  development
expenses;  however we do not have  commitments for such financing as of the date
of this filing.

ACQUISITION OR DISPOSITION OF PLANT AND EQUIPMENT

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

NUMBER OF EMPLOYEES

As of September  30, 2004, we had no  employees.  Currently,  Jacques Mot is our
only employee.

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

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

                                       11
<PAGE>

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

CHANGES IN INTERNAL CONTROLS

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

PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     (a) During the period July 1, 2004 through  September 30, 2004, the Company
         received  subscriptions  for a total of 2,242,720  shares of its common
         stock and warrants to purchase an  additional  2,242,720  shares of its
         common stock to offshore  investors in reliance upon  Regulation S. The
         warrants  have an  exercise  price of $0.35 per share and expire  three
         years from the date of issuance.  Although the shares and warrants were
         subscribed  for during the third quarter of 2004,  they were not issued
         until  November of 2004. In  connection  with such  subscriptions,  the
         Company received a total of approximately $215,000 (U.S.) giving effect
         to  exchange   rates.
     (b) None
     (c) The following table provides  information about purchases by us and our
         affiliated  purchasers  during the quarter ended  September 30, 2004 of
         equity  securities  that are registered by us pursuant to Section 12 of
         the Securities Exchange Act of 1934:

<TABLE>
<CAPTION>
                      ISSUER PURCHASES OF EQUITY SECURITIES
Period                  (a)               (b)                   (c)                               (d)
                  Total Number of       Average      Total Number of Shares (or     Maximum Number (or Approximate
                 Shares (or Units)    Price Paid    Units) Purchased as Part of   Dollar Value) of Shares (or Units)
                     Purchased)        per Share    Publicly Announced Plans or     that May Yet Be Purchased Under
                                       (or Unit)            Programs (1)               the Plans or Programs (1)
<S>                      <C>              <C>                    <C>                               <C>
07/01/04-07/31/04        0                $ 0                    0                                 0
08/01/04-08/31/04        0                $ 0                    0                                 0
09/01/04-09/30/04        0                $ 0                    0                                 0
</TABLE>


                                       12
<PAGE>

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

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

No report is required.

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

None.

ITEM 5.  OTHER INFORMATION

Not applicable.

ITEM 6.           EXHIBITS

(a)  Exhibits  required to be attached by Item 601 of Regulation S-B are  listed
below and are incorporated herein by this reference.

        Exhibit 31.1  Certificate pursuant to section 302 of  the Sarbanes-Oxley
                      Act of 2002.
        Exhibit 32.1  Certificate pursuant to section 906 of the Sarbanes-Oxley
                      Act of 2002.

                                       13
<PAGE>

                                    SIGNATURE

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

NEW GENERATION HOLDINGS, INC.


May 27, 2005

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