UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB
                                 Amendment No. 2

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

                  For the quarterly period ended June 30, 2006

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

                        Commission File number 000-24623

                          NEW GENERATION HOLDINGS, INC.
                          -----------------------------

          (Exact name of small business issuer as specified in charter)

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


                         c/o 245 Park Avenue, 39th floor
                            New York, New York 10167

               Address of principal executive offices) (Zip Code)

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date:

As of August 8, 2006, the issuer had 49,998,260 shares of Common Stock, par
value $.001 per share, outstanding.

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|


<PAGE>


                                TABLE OF CONTENTS

PART I      FINANCIAL INFORMATION

ITEM 1      FINANCIAL STATEMENTS                                           F1-F6

ITEM 2      PLAN OF OPERATION                                                  7

ITEM 3      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        11

ITEM 4      CONTROLS AND PROCEDURES                                           11

PART II     OTHER INFORMATION                                                 12

ITEM 1      LEGAL PROCEEDINGS                                                 12

ITEM 2      CHANGES IN SECURITIES AND USE OF PROCEEDS                         12

ITEM 3      DEFAULTS UPON SENIOR SECURITIES                                   13

ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               13

ITEM 5      OTHER INFORMATION

ITEM 6      EXHIBITS

            SIGNATURES

            CERTIFICATES

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

<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 2 on Form 10-QSB/A ("Amendment No. 2") amends the Current
Report of New Generation Holdings, Inc. (the "Company") on Form 10-QSB for the
quarter ended June 30, 2006, as filed with the Securities and Exchange
Commission on August 14, 2006 (the "Original Filing") and as amended on November
30, 2006. This Amendment No. 2 is being filed for the purpose of correcting the
presentation of our Plastinum operations as discontinued operations. The
Plastinum operations are now presented as a part of continuing operations.

We have not updated the information contained herein for events occurring
subsequent to August 14, 2006, the filing date of the Original Filing.


                          PART 1 FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


The accompanying condensed consolidated balance sheet of New Generation
Holdings, Inc. at June 30, 2006 and the condensed consolidated statements of
losses and condensed consolidated statements of cash flows for the six months
ended June 30, 2006 and 2005 have been prepared by the Company's management in
conformity with accounting principles generally accepted in the United States of
America. In the opinion of management, all adjustments considered necessary for
a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.

Operating results for the six months ended June 30, 2006 are not necessarily
indicative of the results that can be expected for the year ending December 31,
2006.

<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                          INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet at June 30, 2006 (unaudited)            F-3
Condensed Consolidated Statements of Losses for the three and
  six months ended June 30, 2006 and 2005 and for the period ending
  April 7, 2003 (date of inception as a development stage
  enterprise) to June 30, 2006.                                              F-4
Condensed Consolidated Statement of Deficiency in Stockholder's
  Equity at June 30, 2006 and for the period April 7, 2003 (date of
  inception as a development stage enterprise).                              F-5
Condensed Consolidated Statements of Cash Flows for the six months
  ended June 30, 2006 and 2005 and for the period April 7, 2003 (date of
  inception as a development stage enterprise).                              F-6
Notes to Condensed Consolidated Financial Statements (unaudited)      F-7 - F-10

                                       F-2

<PAGE>

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

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2006
                                   (Unaudited)
                                   (Restated)

Assets

Current assets:
  Cash                                                             $      1,198
                                                                   ============


Liabilities and deficiency in stockholders' equity

Current liabilities:

Accounts payable and accrued expenses:                             $  1,745,700
Convertible note payable, stockholder (Note E)                          753,304
                                                                   ------------

Total current liabilities                                             2,499,004

Warrant derivatives (Note F)                                          4,112,701
                                                                   ------------

Total liabilities                                                     6,611,705
                                                                   ------------

Minority interest                                                       493,630
                                                                   ------------

Deficiency in stockholders' equity: (Note B)

Preferred stock, par value $.001 per share;
  1,000,000 shares authorized, none issued and outstanding                   --
Common stock, par value $.001 per share; 50,000,000 shares
  authorized, 49,998,260 shares issued and outstanding                   49,998
Additional paid-in capital                                           28,884,170
Other comprehensive income                                               25,256
Accumulated deficit prior to development stage                      (31,081,731)
Deficit accumulated during the development stage                     (4,981,830)
                                                                   ------------

Total deficiency in stockholders' equity                             (7,104,137)
                                                                   ------------

Total liabilities and deficiency in stockholders' equity           $      1,198
                                                                   ============


See accompanying notes to unaudited condensed consolidated financial statements.

                                       F-3

<PAGE>

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

                 CONDENSED CONSOLIDATED STATEMENT OF LOSSES
                                   (Unaudited)
                                   (Restated)

<TABLE>
<CAPTION>
                                                                                                           Cumulative Period
                                                                                                           from April 7, 2003
                                                                                                           (Reestablishment of
                                                                                                           Development Stage
                                                                                                              Company) to
                                                Three months ended June 30,    Six months ended June 30,       June 30,
                                                    2006          2005           2006           2005              2006
                                                ------------   -----------    -----------    -----------   -------------------
                                                 (Unaudited)   (Unaudited)    (Unaudited)    (Unaudited)       (Unaudited)

<S>                                             <C>             <C>            <C>           <C>            <C>
Operating expenses:
  General and administrative expenses           $    363,975    $    242,248   $   610,120   $    629,746   $  3,621,395
  Depreciation and amortization                           --              --            --             --        107,790
  Research and development                           232,793          31,969       252,589        234,311      1,147,194
                                                ------------    ------------   -----------   ------------   ------------

Loss from operations before
  other income (expense)                            (596,768)       (274,217)     (862,709)      (864,057)    (4,876,379)

Change in value of warrant liability               1,361,347              --     1,606,326             --        683,649
Interest expense                                     (18,833)             --       (37,666)            --       (795,970)
Loss allocable to minority interest                    6,870              --         6,870             --          6,870
                                                ------------    ------------   -----------   ------------   ------------

Income (loss) from operations
  before provision for income taxes                  752,616        (274,217)      712,821       (864,057)    (4,981,830)

Provision for income taxes                                --              --            --             --             --
                                                ------------    ------------   -----------   ------------   ------------
Net income (loss)                               $    752,616    $   (274,217)  $   712,821   $   (864,057)  $ (4,981,830)
                                                ============    ============   ===========   ============   ===========


Net earnings (loss) per common share, basic     $       0.02    $      (0.01)  $      0.02   $      (0.03)
                                                ============    ============   ===========   ============
Net earnings (loss) per common share, diluted   $       0.02    $      (0.01)  $      0.01   $      (0.03)
                                                ============    ============   ===========   ============

Weighted average shares outstanding, basic        48,428,670      32,345,510    47,507,676     29,807,676
Weighted average shares outstanding, diluted      50,000,000      32,345,510    50,000,000     29,807,676

Comprehensive loss:
  Net income (loss)                             $    752,616    $   (274,217)  $   712,821   $   (864,057)
  Foreign currency translation (loss) gain            (1,122)         (1,406)       (3,713)        19,166
                                                ------------    ------------   -----------   ------------
Comprehensive income (loss)                     $    751,494    $   (275,623)  $   709,108   $   (844,891)
                                                ============    ============   ===========   ============
</TABLE>


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

                                       F-4

<PAGE>

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

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

<TABLE>
<CAPTION>
                                                       Common Stock            Additional       Common
                                                ---------------------------     Paid-in          Stock
                                                   Shares        Par value      Capital        Subscribed
                                                ------------   ------------   ------------    ------------
<S>                                               <C>          <C>            <C>             <C>
Balance, December 31, 2002                        21,056,690   $     21,059   $ 29,636,051    $         --

Disposition of previously controlled
  wholly and majority owned subsidiaries,
  net                                                     --             --             --              --

Net loss from January 1, 2003 to
  April 7, 2003                                           --             --             --              --
                                                ------------   ------------   ------------    ------------

Balance, April 7, 2003                            21,056,690         21,059     29,636,051              --

Net loss                                                  --             --             --              --
                                                ------------   ------------   ------------    ------------

Balance, December 31, 2003                        21,056,690         21,059     29,636,051              --

Sale of common stock                               6,500,120          6,500        643,514              --

Common stock subscribed                                   --             --             --          54,600

Shares physically issued                                  --             --             --              --

Currency translation adjustment                           --             --             --              --

Net loss                                                  --             --             --              --
                                                ------------   ------------   ------------    ------------

Balance, December 31, 2004                        27,556,810         27,559     30,279,565          54,600

Sale of common stock                              18,014,150         18,014      1,783,401              --

Warrants issued for services                              --             --         21,100              --

Shares physically issued                             546,000            546         54,054         (54,600)

Common stock subscribed                                   --             --             --         131,300

Beneficial conversion feature                             --             --        753,304              --

Reclassification of warrants to
  liabilities                                             --             --     (4,275,966)             --

Currency translation adjustment                           --             --             --              --

Net loss                                                  --             --             --              --
                                                ------------   ------------   ------------    ------------
Balance, December 31, 2005                        46,116,960         46,119     28,615,458         131,300

Shares physically issued
  (unaudited)                                      1,313,000          1,313        129,987        (131,300)

Sale of common stock (unaudited)                   2,568,300          2,566        254,264

Reclassification of warrants to
  liabilities -unaudited)                                 --             --       (792,426)             --

Reclassification of liabilities
  to warrants (unaudited)                                 --             --        272,043              --

Subsidiary stock issued for
  accrued expenses                                        --             --        404,844              --

Currency translation adjustment
  (unaudited)                                             --             --             --              --

Net income (unaudited)                                    --             --             --              --
                                                ------------   ------------   ------------    ------------

Balance, June 30, 2006 (unaudited)                49,998,260   $     49,998   $ 28,884,170   $         --
                                                ============   ============   ============    ============

<CAPTION>
                                                            Accumulated Deficit
                                                ---------------------------------------------
                                                 Prior to         During           Other
                                                Development     Development     Comprehensive    Stockholders'
                                                   Stage          Stage            Income         Deficiency
                                                ------------    ------------    -------------    -------------
<S>                                             <C>             <C>             <C>              <C>
Balance, December 31, 2002                      $(34,634,693)   $         --    $          --    $  (4,977,583)

Disposition of previously controlled
  wholly and majority owned subsidiaries,
  net                                              3,882,801              --               --        3,882,801

Net loss from January 1, 2003 to
  April 7, 2003                                     (329,839)             --               --         (329,839)
                                                ------------    ------------    -------------    -------------

Balance, April 7, 2003                           (31,081,731)             --               --       (1,424,621)

Net loss                                                  --        (330,321)              --         (330,321)
                                                ------------    ------------    -------------    -------------

Balance, December 31, 2003                       (31,081,731)       (330,321)              --       (1,754,942)

Sale of common stock                                      --              --               --          650,014

Common stock subscribed                                   --              --               --           54,600

Shares physically issued                                  --              --               --               --

Currency translation adjustment                           --              --           14,383           14,383

Net loss                                                  --        (620,770)              --         (620,770)
                                                ------------    ------------    -------------    -------------

Balance, December 31, 2004                       (31,081,731)       (951,091)          14,383       (1,656,715)

Sale of common stock                                      --              --               --        1,801,415

Warrants issued for services                              --              --               --           21,100

Shares physically issued                                  --              --               --               --

Common stock subscribed                                   --              --               --          131,300

Beneficial conversion feature                             --              --               --          753,304

Reclassification of warrants to
  liabilities                                             --              --               --       (4,275,966)

Currency translation adjustment                           --              --           14,586           14,586

Net loss                                                  --      (4,743,560)              --       (4,743,560)
                                                ------------    ------------    -------------    -------------

Balance, December 31, 2005                       (31,081,731)     (5,694,651)          28,969       (7,954,536)

Shares physically issued
  (unaudited)                                                                                               --

Sale of common stock (unaudited)                          --              --               --          256,830

Reclassification of warrants to
  liabilities -unaudited)                                 --              --               --         (792,426)

Reclassification of liabilities
  to warrants (unaudited)                                 --              --               --          272,043

Subsidiary stock issued for
  accrued expenses                                        --              --               --          404,844

Currency translation adjustment
  (unaudited)                                             --              --           (3,713)          (3,713)

Net income (unaudited)                                    --         712,821               --          712,821
                                                ------------    ------------    -------------    -------------

Balance, June 30, 2006 (unaudited)              $(31,081,731)   $ (4,981,830)    $     25,256    $  (7,104,137)
                                                ============    ============    =============    =============
</TABLE>



See accompanying notes to consolidated financial statements.

                                       F-5


<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                          (A Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Restated)

<TABLE>
<CAPTION>
                                                                                     Cumulative Period
                                                                                     from April 7, 2003
                                                                                    (Reestablishment of
                                                                                     Development Stage
                                                                                        Company) to
                                                      Six months ended June 30,          June 30,
                                                        2006            2005               2006
                                                     (Unaudited)     (Unaudited)        (Unaudited)
                                                    ------------    ------------    -------------------

<S>                                                 <C>             <C>            <C>
Cash flows from operating activities:
Net income (loss)                                   $    712,821    $   (864,057)   $        (4,981,830)
Adjustments to reconcile net income (loss) to net
  cash used in operating activities:
  Warrants issued for services                                --          21,100                 21,100
  Amortization of debt discount                               --              --                753,304
  Change in value of warrant liability                (1,606,326)             --               (683,649)
  Depreciation                                                --              --                107,790
  Loss attributed to minority interest                    (6,870)             --                 (6,870)
Increase (decrease) in liabilities:
  Accounts payable                                       144,910          93,060              1,371,342
                                                    ------------    ------------    -------------------

Cash used in operating activities                       (755,465)       (749,897)            (3,418,813)
                                                    ------------    ------------    -------------------

Cash flows from financing activities:
Proceeds from sale of common stock                       757,430         726,018              3,394,755
                                                    ------------    ------------    -------------------

Effect of exchange rate changes on cash                   (3,713)         19,166                 25,256
                                                    ------------    ------------    -------------------

Net (decrease) increase in cash                           (1,748)         (4,713)                 1,198
Cash, beginning of period                                  2,946           6,555                     --
                                                    ------------    ------------    -------------------
Cash, end of period                                 $      1,198    $      1,842    $             1,198
                                                    ============    ============    ===================
</TABLE>



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

                                       F-6

<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006
                                   (Unaudited)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows.

BUSINESS

New Generation Holdings, Inc. ("we ", "us", " our company " or "NGH" ), was
formed under the laws of the State of Delaware in 1999. We are a development
stage company, as defined by Statement of Financial Accounting Standards No. 7
("SFAS No. 7"), and we have been developing, through our subsidiary, Plastinum,
Inc. ("Plastinum"), a proprietary technology designed to process two or more
discrete plastic polymers. The technology is in the final stages of testing and,
when testing is completed, the technology will be marketed primarily in the
United States.

To date, the Company has generated no sales revenues, has incurred expenses and
has sustained losses. Consequently, its operations are subject to all the risks
inherent in the establishment of a new business enterprise. For the period from
entering the development stage on April 7, 2003 through June 30, 2006, the
Company has accumulated losses of $4,981,830.

The consolidated financial statements include the accounts of NGH and our
domestic and foreign subsidiaries that are more than 50% owned and controlled.
All significant intercompany transactions and balances have been eliminated in
the consolidated financial statement.

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

BASIS OF PRESENTATION

The accompanying unaudited financial statements as of June 30, 2006 and for the
three and six month periods ended June 30, 2006 and 2005 and from
reestablishment of development stage (April 7, 2003) to June 30, 2006 have been
prepared by NGH pursuant to the rules and regulations of the Securities and
Exchange Commission, including Form 10-QSB and Regulation S-B. The information
furnished herein reflects all adjustments (consisting of normal recurring
accruals and adjustments), which are, in the opinion of management, necessary to
fairly present the operating results for the respective periods. Certain
information and footnote disclosures normally present in annual financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted pursuant to such rules and
regulations. The company believes that the disclosures provided are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the audited financial statements and explanatory
notes for the year ended December 31, 2005 as disclosed in the company's 10-KSB
for that year as filed with the SEC, as it may be amended.

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


                                       2
<PAGE>

Restatement

The accompanying statement of operations has been restated to correct
the following errors in the financial statements previously filed:

The Company has corrected the presentation of our Plastinum operations, which
were originally presented as discontinued operations. The Plastinum operations
are now presented as a part of continuing operations. The statement of
operations has been restated as follows:

<TABLE>
<CAPTION>
                                                       Three months ended June 30,     Six months ended September 30,
                                                            2006           2005             2006           2005          Cumulative
                                                        ---------       --------         ---------       --------        ----------
<S>                                                     <C>             <C>              <C>             <C>             <C>
General and administrative:
  As reported                                              48,172         49,733           130,609        136,030         1,001,428
  As restated                                             363,975        242,248           610,120        629,746         3,621,395

Depreciation and amortization
  As reported                                                  --             --                --             --                --
  As restated                                                  --             --                --             --           107,790

Research and development
  As reported                                                  --             --                --             --                --
  As restated                                             232,793         31,969           252,589        234,311         1,147,194

Loss before other income (expense)
  As reported                                             (48,172)       (49,733)         (130,609)      (136,030)       (1,001,428)
  As restated                                            (596,768)      (274,217)         (862,709)      (864,057)       (4,876,379)

Loss attributable to minority interest
  As reported                                                  --             --                --             --                --
  As restated                                               6,870             --             6,870             --             6,870

Net income (loss) from continuing operations
  As reported                                           1,294,342        (49,733)        1,438,051       (136,030)       (1,113,749)
  As restated                                             752,616       (274,217)          712,821       (864,057)       (4,981,830)

Net loss from discontinued operations
  As reported                                            (541,726)      (224,484)         (725,230)      (728,027)       (3,868,081)
  As restated                                                  --             --                --             --                --

Net loss per share, continuing operations, basic
  As reported                                                0.03             --              0.03          (0.01)
  As restated                                                0.02          (0.01)             0.02          (0.03)

Net loss per share, continuing operations, diluted
  As reported                                                0.03             --              0.03          (0.01)
  As restated                                                0.02          (0.01)             0.01          (0.03)
</TABLE>

Upon completion of the spin off of our Plastinum subsidiary, the Plastinum
operations will be presented as discontinued operations. The losses from the
Plastinum operations for the three months ended June 30, 2006 and 2005 were
$541,726 and $224,484, respectively. The losses from the Plastinum operations
for the six months ended June 30, 2006 and 2005 were $725,230 and $728,027,
respectively. The losses from the Plastinum operations from April 7, 2003
(reestablishment of Development Stage Company) to June 30, 2006 were $3,868,081.


                                       3
<PAGE>

GOING CONCERN

The financial statements have been prepared on a going concern basis, and do not
reflect any adjustments related to the uncertainty surrounding our recurring
losses or accumulated deficit

We have had substantial net losses of $4,981,830 from the reestablishment of
development stage operations, have not generated any revenue during that period,
have a deficit in working capital of $2,497,806 at June 30, 2006 and have a
stockholders' deficiency of $7,104,137 at June 30, 2006. These factors raise
substantial doubt about our ability to continue as a going concern.

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

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and
accompanying disclosures. Although these estimates are based on management's
best knowledge of current events and actions the Company may undertake in the
future, actual results may differ from those estimates.

NET EARNINGS (LOSS) PER SHARE

We use SFAS No. 128, "Earnings Per Share" for calculating the basic and diluted
earnings (loss) per share. We compute basic earnings (loss) per share by
dividing net earnings (loss) by the weighted average number of common shares
outstanding. Diluted earnings (loss) per share is computed similar to basic
earnings (loss) per share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the
potential shares had been issued and if the additional shares were dilutive.
Common equivalent shares are excluded from the computation of net loss per share
if their effect is anti-dilutive.

For the three and six months ended June 30, 2006 and 2005, 28,086,570 potential
shares and 14,495,820 potential shares, respectively, were excluded from the
shares used to calculate diluted earnings per share as their inclusion would be
dilutive.

Since we do not have enough authorized shares available for the exercise or
conversion of our dilutive securities, we have limited the denominator used in
the calculation of diluted earnings per share to our authorized shares. If we
were to include all dilutive securities the calculation, diluted earnings per
share would be as follows:

                                             Three Months    Six Months
                                               Ended           Ended
                                            June 30, 2006   June 30, 2006
                                            -------------   -------------
Net income                                  $        0.01    $       0.01
                                            =============    ============
Weighted average shares outstanding           84,946,762       84,025,768

RECLASSIFICATIONS

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

NOTE B -CAPITAL STOCK

NGH is authorized to issue 50,000,000 shares of common stock with a par value of
$.001 per share. As of June 30, 2006 we have issued and outstanding 49,998,260
shares of common stock. We are also authorized to issue 1,000,000 shares of
preferred stock with a par value of $.001 per share. There were no preferred
shares outstanding at June 30, 2006 or 2005.

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


                                       4
<PAGE>

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

During the six months ended June 30, 2005 we received subscriptions in the
aggregate amount of $703,120 to purchase 7,031,200 shares of common stock along
with warrants for an additional 3,906,200 shares of common stock, at an exercise
price of $0.35 per share, in connection with a private placement of its
restricted common stock and warrants under Regulation S.

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

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

NOTE C- WARRANTS AND STOCK OPTIONS

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

NOTE D - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2002 our president advanced funds to the
Company for working capital purposes in the form of a non-interest bearing
unsecured promissory note payable on demand. The net amount of the advances due
our president at June 30, 2006, is $200,000 and is included in accrued expenses.

As of June 30, 2006, we have also received advances from our president for
working capital purposes. These advances aggregate $153,920 at June 30, 2006.

NOTE E- CONVERTIBLE NOTE PAYABLE TO RELATED PARTY

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

The note is accounted for as convertible debt in the accompanying consolidated
balance sheet and the embedded conversion option has not been accounted for as a
separate derivative

On July 10 2006, Mr. Mot converted the outstanding principal and interest under
the Convertible Note into shares of our Preferred Stock. (See Note A).


NOTE F - WARRANT AND DERIVATIVE LIABILITIES

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

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

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

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

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

At June 30, 2006 the fair value of each instrument was again computed under a
Black Scholes model with the following assumptions: (1) dividend yield of 0% (2)
expected volatility of 136% (3) risk-free interest rate of approximately 5% and
(4) expected life and exercise prices consistent with each individual
instrument. These calculations resulted in an aggregate value of derivative
instruments of approximately $4,113,000. As a result, for the three and six
months ended June 30, 2006 the Company recorded approximately $1,361,000 and
$1,606,000, respectively, as a credit to Change in Value of Warrant Liability.


                                       5
<PAGE>

NOTE G - SUBSEQUENT EVENTS

On July 10, 2006, the Company, its Chairman of the Board and Chief Executive
Officer, Mr. Jacques Mot, and Plastinum, entered into an Election to Convert and
Amendment to Debt Exchange Agreement which amended the Debt Exchange Agreement
dated as of December 7, 2005. Pursuant to the Election to Convert and Amendment
to Debt Exchange Agreement, Mr. Mot converted the outstanding principal and
accrued interest under the Convertible Promissory Note issued by the Company to
Mr. Mot in the approximate outstanding balance of $795,000 into 528,629.58
shares of our Series A Preferred Stock. The Series A Preferred Stock will vote
together with the Common Stock on an "as-converted" basis. The Preferred Stock
will automatically convert into 38,672,076 shares of the Company's Common upon
the closing of the contemplated "spin-off" of Plastinum to the Company's
stockholders and at such time Mr. Mot will also receive the same number of
shares of common stock of Plastinum.

On July 10, 2006, Plastinum entered into a Convertible Loan Agreement with Mr.
Mot and a third party pursuant to which Plastinum borrowed an aggregate of
$500,000. The loans are convertible in an aggregate of 1,000,000 shares of
Plastinum common stock. In addition, the lenders received warrants to purchase
an aggregate of 1,000,000 shares of Plastinum common stock at an exercise price
of $0.50 per share.


                                       6
<PAGE>

ITEM 2. PLAN OF OPERATION

The following discussion and analysis provides information which our management
believes to be relevant to an assessment and understanding of our results of
operations and financial condition. This discussion should be read together with
our financial statements and the notes to financial statements, which are
included in this report.

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

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

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

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

PLASTINUM AND THE PLASTINUM PROCESS

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

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

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

CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements; we believe the following
critical accounting policies involve the most complex, difficult and subjective
estimates and judgments:


                                       7
<PAGE>

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and
accompanying disclosures. Although these estimates are based on management's
best knowledge of current events and actions the Company may undertake in the
future, actual results may differ from those estimates.

FOREIGN CURRENCY TRANSLATION

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

GOING CONCERN

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

NEW ACCOUNTING PRONOUNCEMENTS

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

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

RESULTS OF OPERATIONS

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

Operating losses increased from $274,217 for the three months ended June 30,
2005 to $596,768 for the three months ended June 30, 2006. The increase of
$322,551 was the result of an increase in general and administrative expenses of
$121,727 and an increase in research and development expenses of $200,824. The
increase in general and administrative expense results primarily from increased
professional fees and travel expenses. Increased research and development
expenses are a direct result of increased spending in the current period as
compared to 2005. We anticipate additional expenditures of approximately
$100,000 for research and development for the remainder of 2006.


                                       8
<PAGE>

We also recorded net other income of $1,342,514 in 2006, with no comparable
items in 2005. This other income consists of the non-cash gain in change of fair
value of the warrant liability of $1,361,347, partially offset by interest
expense of $18,833.

Upon completion of the spin off of our Plastinum subsidiary, the Plastinum
operations will be presented as discontinued operations. The losses from the
Plastinum operations for the three months ended June 30, 2006 and 2005 were
$541,726 and $224,484, respectively.

SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005

Operating losses decreased from $864,057 for the six months ended June 30, 2005
to $862,709 for the six months ended June 30, 2006. The decrease of $1,348 was
the result of a decrease in general and administrative expenses of $19,626,
partially offset by an increase in research and development expenses of $18,278.

We also recorded net other income of $1,568,660 in 2006, with no comparable
items in 2005. This other income consists of the non-cash gain in change of fair
value of the warrant liability of $1,606,326, partially offset by interest
expense of $37,666.

Upon completion of the spin off of our Plastinum subsidiary, the Plastinum
operations will be presented as discontinued operations. The losses from the
Plastinum operations for the six months ended June 30, 2006 and 2005 were
$725,230 and $728,027, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2006, we had a deficiency in working capital of $2,497,806. For
the six months ended June 30, 2006, we generated a net cash flow deficit from
operating activities of $755,465 consisting primarily of net income of $712,821,
adjusted for a net change in liabilities of $144,910 and non-cash financial
income of $1,606,326 related to the change in fair value of our warrant
liability. We have funded our operations through the sale of our common stock
through private placements. We do not have sufficient capital resources to meet
projected cash flow deficits and will continue to rely on debt and equity
funding. If we are unable to raise additional capital through debt or equity
financings, on terms acceptable to us, and are not successful in generating
sufficient liquidity from operations, then this lack of financing would have a
material adverse effect on our business, results of operations, liquidity and
financial condition.

We have relied mostly on advances from stockholders and sales of our common
stock. There is no assurance that the stockholders will continue to provide
sufficient funds for us to successfully continue our operations. Therefore, we
will need additional capital to continue our operations and will endeavor to
raise funds through the sale of equity shares and revenues from operations.

During the six months ended June 30, 2006, we raised $256,830 in subscriptions
for 2,568,300 shares of common stock (and warrants to purchase an additional
2,568,300 shares of common stock at a purchase price of $0.35 per share
exercisable for a period of three years) in a Regulation S offering to foreign
investors that commenced in April of 2004; however, we currently have no
commitments for additional financing and there is no guarantee that we will be
successful in raising additional required funds.

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


                                       9
<PAGE>

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

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

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

RECENT DEVELOPMENTS

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


                                       10
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

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

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

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

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

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

Changes in Disclosure Controls and Procedures

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


                                       11
<PAGE>

                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

During the quarter ended June 30, 2006, we received subscriptions to purchase
3,168,300 shares of our common stock and warrants to purchase an additional
3,168,300 shares of our common stock to offshore investors for an aggregate
purchase price of $316,830 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

<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>
   04/01/06-04/31/06        0                $ 0                    0                                 0
   05/01/06-05/28/06        0                $ 0                    0                                 0
   06/01/06-06/31/06        0                $ 0                    0                                 0
</TABLE>


                                       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.

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

                                        January _, 2007