<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                  FORM 10-QSB/A

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



                For the quarterly period ended March 31, 2002
                        Commission file number 000-24623


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



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



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


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


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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

         As of May 13, 2002 the Issuer had outstanding 21,065,768 shares of
its Common Stock, $0.001 par value.

<PAGE>

                           New Generation Holdings Inc

                     Quarterly Report on Form 10-QSB for the
                     Quarterly Period Ending March 31, 2002


                                Table of Contents


Part I:  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Consolidated Condensed Balance Sheets:
         March 31, 2002 and December 31, 2001

         Consolidated Condensed Statement of Losses and Comprehensive Losses:
         Three Months Ended March 31, 2002 and 2001

         Consolidated Condensed  Statement of Cash Flows:
         Three Months Ended March 31, 2002 and 2001

         Notes to Consolidated Condensed Financial Statements:
         March 31, 2002

Item 2.  Management's Discussion and Analysis

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults Upon Senior Securities

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

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K


<PAGE>

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

                                                                               March 31,       December 31,
                                                                                 2002             2001
                                                                             -------------    -------------
                                                                              (UNAUDITED)
<S>                                                                          <C>              <C>
                                ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                                 $    556,157     $    788,099
   Accounts receivable, net                                                     1,084,402        1,002,957
   Prepaid expenses and other current assets                                      814,773        1,464,357
                                                                             -------------    -------------
     Total Current Assets                                                       2,455,332        3,255,413

Property, plant and equipment, net                                                236,558          277,755
Intangibles, net of accumulated amortization                                   14,812,027       14,837,887
Other non-current assets                                                           13,482           13,715
                                                                             -------------    -------------
                                                                               15,062,067       15,129,357
                                                                             -------------    -------------
     Total Assets                                                            $ 17,517,399     $ 18,384,770
                                                                             =============    =============

                  LIABILITES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued liabilities                                  $  5,106,548     $  4,393,864
   Short-term debt                                                                      -          439,178
                                                                             -------------     ------------
      Total current liabilities                                                 5,106,548        4,833,042


                                                                             -------------     ------------
Total liabilities                                                               5,106,548        4,833,042

Minority Interest                                                                  43,354           39,419

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S EQUITY:
Preferred stock, $0.001 par value; 1,000,000 shares authorized, none
issued at March 31, 2002 and December 31, 2001                                                           -
Common stock, $0.001 par value; 50,000,000 shares authorized,
21,044,768 and 20,887,110 issued and outstanding at
March 31, 2002 and December 31, 2001, respectively                                 21,045           20,887
   Additional paid in capital                                                  29,624,140       29,438,128
   Accumulated deficit                                                        (17,278,730)     (15,925,051)
   Accumulated other comprehensive income                                           1,042          (21,655)
                                                                             -------------     ------------
     Total stockholder's equity                                                12,367,497       13,512,309
                                                                             -------------     ------------

                  Total liabilities and stockholder's equity                 $ 17,517,399      $18,384,770
                                                                             =============     ============

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

<PAGE>

                          NEW GENERATION HOLDINGS, INC
       CONSOLIDATED CONDENSED STATEMENT OF LOSSES AND COMPREHENSIVE LOSSES
                                   (UNAUDITED)


                                        Three Months ended
                                              March 31,
                                       2002            2001
                                       ----            ----
Revenues:
   Consulting                      $    135,590    $    191,927
   License revenue                            -          67,827
   Service revenue                      390,392          13,476
   Other Revenue                          4,244               -
                                   -------------   -------------
                                        530,226         273,230
Operating expenses
   General and administrative         1,747,512         958,625
   Depreciation & amortization          121,570         395,507
                                   -------------   -------------
                                      1,869,082       1,354,132

Net loss from operations             (1,338,856)     (1,080,902)

Other income/expense:
  Equity in profits/(losses)
    in affiliates                             -          (6,855)
  Interest income/(expense), net        (11,144)          2,325
  Other income, (net)                         -          15,379
  Currency exchange difference                -         (26,603)
  Minority interest in profit
    For the period                       (3,935)              -
                                   -------------   -------------
                                        (15,079)        (15,754)
                                   -------------   -------------

Net loss before income taxes         (1,353,935)     (1,096,656)
Income (tax) benefit                        258          (1,985)
                                   -------------   -------------
Net Loss                           $ (1,353,677)   $ (1,098,641)
                                   =============   =============

Basic and diluted net loss
  per common share                 $      (0.06)   $      (0.06)
                                   =============   =============
Shares used to compute basic
  and diluted net loss per
  common share                       20,926,837      17,309,552

Comprehensive loss:
Net loss                             (1,353,677)     (1,098,641)

Foreign currency translation
  gain (loss)                            22,692          32,845
                                   -------------   -------------
Comprehensive loss                 $ (1,330,985)   $ (1,065,796)
                                   =============   =============

        See accompanying footnotes to the unaudited financial statements

<PAGE>

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

                                                       Three Months ended March 31,
                                                          2002            2001
                                                          ----            ----
<S>                                                   <C>             <C>
Cash flows from operating activities:
   Net Loss                                           $(1,353,677)    $(1,098,641)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation & amortization                          121,570         395,507
     Equity based compensation expense                    186,170               -
     Equity in net losses of affiliates                         -           6,855
     Minority interest in result for the period             3,935               -
Changes in operating assets and liabilities:
     Current assets, net                                  568,140        (576,598)
     Common stock issued in exchange for debt                   -        (132,729)
     Accounts payable and accrued expenses                 73,506       1,048,498
                                                      ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                    (400,356)       (357,109)
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of fixed assets                               (54,513)           (573)
   Cash acquired in connection with acquisition                 -         126,026
                                                      ------------    ------------
NET CASH (USED BY)/PROVIDED BY INVESTING ACTIVITIES       (54,213)        125,453
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash received from shareholder/affiliates              200,000               -
                                                      ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 200,000               -

Effects of exchange rates on cash                          22,928          (4,371)
Net (decrease)/increase in cash and cash equivalents     (231,941)       (236,027)
Cash and cash equivalents, January 1                      788,098         855,404
                                                      ------------    ------------
CASH AND CASH EQUIVALENTS, MARCH 31                   $   556,157     $   619,377
                                                      ============    ============

Supplemental information:
Interest paid                                         $    14,002    $      2,007
Taxes paid                                                      -               -
Common stock issued in exchange for services              186,170               -
Common stock issued in exchange for acquisitions                -      14,293,076
Common stock issued in exchange for debt                        -         132,729
Acquisition:
  Assets acquired, net                                          -       1,458,966
  Goodwill and other intangible assets, net                     -      13,942,532
  Liabilities assumed, net                                      -      (1,108,422)
  Common stock issued                                           -     (14,293,076)
                                                      ------------    ------------
    Net cash paid for acquisition                     $         -     $         -
                                                      ============    ============
</TABLE>
         See accompanying footnotes to the unaudited financial statements

<PAGE>

                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  MARCH 31, 2002
                                   (UNAUDITED)


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

General
-------

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

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2002. The unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated December 31, 2001 financial
statements and footnotes thereto included in the Company's SEC Form 10KSB.

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

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

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

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

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

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
(SFAS No. 141), and Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" (SFAS No. 142). The FASB also issued
Statement of Financial Accounting Standards No. 143, "Accounting for
Obligations Associated with the Retirement of Long-Lived Assets"
(SFAS No. 143), and Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets"
(SFAS No. 144), in August and October 2001, respectively.

SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interest method. The adoption of SFAS No. 141 had no material impact
on the Company's consolidated financial statements.

Effective January 1, 2002, the Company adopted SFAS No. 142. Under the new
rules, the Company will no longer amortize goodwill and other intangible assets
with indefinite lives, but such assets will be subject to periodic testing for
impairment. On an annual basis, and when there is reason to suspect that their
values have been diminished or impaired, these assets must be tested for
impairment, and write-downs to be included in results from operations may be
necessary. SFAS No. 142 also requires the Company to complete a transitional
goodwill impairment test six months from the date of adoption.

<PAGE>

                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  MARCH 31, 2002
                                   (UNAUDITED)

Any goodwill impairment loss recognized as a result of the transitional
goodwill impairment test will be recorded as a cumulative effect of a
change in accounting principle no later than the end of fiscal year 2002.
The Company is currently evaluating, but has not yet determined, the impact
of SFAS No. 142 on its financial position and results of operations.
Goodwill and other intangible assets subject to SFAS No.142 were
approximately $14,600,797 as of January 1, 2002 and the associated pre-tax
amortization was approximately $3,283,097 during the year ended December 31,
2001.

SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations
associated with the retirement of tangible long-lived assets. SFAS No.
143 is effective in fiscal years beginning after June 15, 2002, with early
adoption permitted. The Company expects that the provisions of SFAS No. 143
will not have a material impact on its consolidated results of operations
and financial position upon adoption. The Company plans to adopt SFAS No. 143
effective January 1, 2003.

SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. SFAS No.
144 superseded Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of" (SFAS No. 121), and APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". The Company adopted SFAS No. 144 effective January 1,2002.
The adoption of SFAS No. 144 had no material impact on Company's consolidated
financial statements.

<PAGE>

                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)


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

On December 29, 2000, the Company acquired a 25% interest in Minerva, an
integrated technology infrastructure solutions provider of extraction modeling
and lifecycle management software, in exchange for 1,931,974 restricted shares
of the Company's common stock. The total cost of the acquisition was initially
valued at $2,608,165 and subsequently revised to $4,926,534 in 2001. Management
reassessed the value of the restricted stock issued at 85 percent of the average
of the stock's closing price. As of the acquisition date, the Company's share of
the net book value of Minerva was $129,827. As of December 31, 2000, the excess
cost of $4,796,707 over its share of the Minerva net assets at the acquisition
date has been recorded as goodwill, and will be allocated to identified
intangibles and other assets acquired and liabilities assumed.

On February 28, 2001, the Company acquired the 937,500 shares of Minerva common
stock not previously owned, representing the remaining 75% of the issued and
outstanding shares of Minerva. In exchange for the remaining shares of Minerva,
the Company issued an aggregate of 5,365,342 unregistered shares of its own
Common Stock, with a value of $13,955,255, in a transaction accounted for using
the purchase method of accounting. The aforementioned transaction contemplates
the seller's reorganization and contribution of its ownership interests in Case
Belgie N.V., Case Nederland B.V., and Case France S.A. as part of the
acquisition of Minerva. These entities together are referred to as the "Minerva
Group."

On April 26, 2001, the Company issued a further 132,922 unregistered shares of
its common stock, with a value of $337,821, in connection with the acquisition
by Minerva Softcare N.V. of 80 percent of the issued share capital of Case
Associates S.A. (a French company) and 60 percent of the issued share capital of
Case Associates N.V. (a Belgian company). Case Associates NV was already 40
percent owned by Minerva Softcare N.V., and as a result of the latest
transaction, is now 100 percent owned.

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

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

Through December 31, 2001, goodwill acquired was being amortized on a
straight-line basis over 5 years. Under the provisions of FAS 142, it will now
no longer be amortized but instead will be subject to impairment tests at least
annually. No impairment of goodwill was recorded in the quarter ended March 31,
2002.

<PAGE>

                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)


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

During 2002 and 2001, the Company operated in three reportable segments:

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

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

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

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

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

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

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

<PAGE>

                                NEW GENERATION HOLDINGS, INC
                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                       MARCH 31, 2002
                                        (UNAUDITED)


INDUSTRY SEGMENTS
-----------------

                                    Three Months Ended
                                         March 31,
                                    2002           2001
                                    ----           ----
Net Sales to External
Customers
Minerva Softcare N.V.              530,226         273,230
New Generation Plastic, Inc.             -               -
New Generation Partners,
Inc.                                     -               -
All Other                                -               -
                               ------------    ------------
Total Sales to External
Customers                      $   530,226     $   273,230
                               ============    ============

Segment Depreciation and
Amortization
Minerva Softcare N.V.               85,388           5,204
New Generation Plastic, Inc.        25,860          25,860
New Generation Partners,
Inc.                                10,322         364,443
All Other                                -               -
                               ------------    ------------
Total Depreciation and
Amortization                   $   121,570     $   395,507
                               ============    ============

Segment General and
Administrative Expense
Minerva Softcare N.V             1,136,276         297,450
New Generation Plastic, Inc.        21,549          18,236
New Generation Partners,
Inc.                               589,687         642,939
All Other                                -               -
                               ------------    ------------
Total General and
Administrative Expense         $ 1,747,512     $   958,625
                               ============    ============

Purchase of Fixed Assets
Minerva Softcare N.V                54,513          (7,627)
New Generation Plastic, Inc.             -               -
New Generation Partners,
Inc.                                     -           8,200
All Other                                -               -
                               ------------    ------------
Total Purchases of Fixed
Assets                         $    54,513      $      573
                               ============    ============

Segment Operating  Loss
Minerva Softcare N.V              (691,438)        (29,423)
New Generation Plastic, Inc.       (47,409)        (44,096)
New Generation Partners,
Inc.                              (600,009)     (1,007,383)
All Other                                -               -
                               ------------    ------------
Total Segment Operating
Income (Loss)                  $(1,338,856)    $(1,080,902)
                               ============    ============
<PAGE>

                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)


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

Segment Assets                                        March 31,     December 31,
                                                    -------------   ------------
                                                        2002             2001
                                                        ----             ----

Minerva Softcare N.V                                 17,171,991      17,929,853
New Generation Plastic, Inc.                            213,828         239,688
New Generation Partners, Inc.                           131,580         215,229
All Other                                                     -               -
                                                    ------------    ------------
Total Segment Assets                                $17,517,399     $18,384,770
                                                    ============    ============



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


                                                          Three Months Ended
                                                               March 31,
                                                         2002           2001
                                                         ----           ----
Net Sales to External
Customers

United States                                                -                -
France                                                 211,990                -
Benelux                                                318,236          273,230
Other Europe                                                 -                -
                                                     ----------     ------------
Total Sales to External
Customers                                            $ 530,226      $   273,230
                                                     ==========     ============

Segment Assets                                        March 31,     December 31,
                                                    -------------   ------------
                                                        2002            2001
                                                        ----            ----
United States                                           289,259         356,515
France                                                  447,286         960,783
Benelux                                              16,682,032      16,940,195
Other Europe                                             98,822         127,277
                                                    ------------    ------------
Total Segment Assets                                $17,517,399     $18,384,770
                                                    ============    ============

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2002 AND 2001

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

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

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

OVERVIEW

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

THREE MONTHS ENDED MARCH 31, 2002

Revenues
--------

The Company's revenues increased to $530,226 during the first quarter of 2002 as
compared to $273,230 during the same period in 2001. The Company's Minerva
software segment, 25% of which was acquired in December, 2000, and the remaining
75% of which was acquired in February, 2001, generated $530,226 in revenues from
licensing the Company's software products and related service activities during
the three months ended March 31, 2002.

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

General and administration expenses increased from $958,625 during the quarter
ended March 31, 2001 to $1,747,512 during the first quarter of 2002. In addition
to incurring costs associated with implementing the Company's business plan
(e.g., travel, professional fees, and consulting fees) during the three months
ended March 31, 2002, the Company issued common stock to consultants in lieu of
compensation. The Company also incurred the costs associated with the operation
of its subsidiary Minerva Softcare N.V. The Company incurred amortization
expense of $121,570 during the three months ended March 31, 2002 as compared to
$395,507 for the same period in 2001.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2002, the Company had a deficit in working capital of $2,651,217
compared to a deficit of $1,577,629 at December 31, 2001, a decrease in working
capital of $1,073,588. The decrease in working capital was substantially due to
the company's operating losses, increases in accounts payable and accrued
expenses, and decreases in accounts receivable and prepayments.

As a result of the Company's operating loss of $1,338,856 during the three
months ended March 31, 2002, the Company generated a cash flow deficit of
$400,356 from operating activities, adjusted principally for depreciation and
amortization of $121,570 and equity based compensation of $186,170. The company
met its cash requirements during the quarter ended March 31, 2002 partly through
receipt of a shareholder's loan of $200,000.

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

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

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

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

The Company's independent certified public accountants have stated in their
report included in the Company's December 31, 2001 Form 10-KSB, that the Company
has incurred operating losses in the last two years, and that the Company is
dependent upon management's ability to develop profitable operations. These
factors among others may raise substantial doubt about the Company's ability to
continue as a going concern.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has no long-term debt as of March 31, 2002. The Company invests
in money market funds and, under its current policies, the Company does not use
interest rate derivative instruments to manage its exposure to interest rate
changes.

<PAGE>

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is subject to legal proceedings and claims, which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters should not have a material adverse effect on its financial position,
results of operations or liquidity.

Item 2.  Changes in Securities and Use of Proceeds

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

During the quarter, the company made the following stock issuances in
consideration for services:

a.       Westman Ball Ederer Miller and Sharpstein LLP: 90,436 shares on 26 and
         27 February 2002 in consideration of legal services provided between
         March 2001 and January 2002. This issuance is considered exempt from
         registration by reason of Section 4(2) of the Securities Act of 1933.

b.       Rubenstein Investor Relations, Inc.: 22,222 shares of common stock on
         March 19, 2002 in consideration of investor relations services per our
         agreement. This issuance is considered exempt from registration by
         reason of Section 4(2) of the Securities Act of 1933.

c.       The Research Works: 45,000 restricted shares on March 26, 2002 in
         consideration of financial advisory and research coverage per our
         agreement . This issuance is considered exempt from registration by
         reason of Section 4(2) of the Securities Act of 1933.

Item 3.  Defaults Upon Senior Securities
         None

Item 4.  Submission of Matters to a Vote of Securityholders.

Meeting of Stockholders on January 23, 2002.

An annual meeting of stockholders was held on January 23, 2002. At this meeting,
the Stockholders elected Directors and approved the appointment of Stefanou &
Company, LLP as the Company's independent auditors for the year ended December
31, 2001.

Persons elected at this meeting of stockholders to serve as directors were Mr.
Paul Hokfelt, Mr. Jacques Mot, Mr. Thomas R. Marshall, Mr. Marcel Rokegem, and
Ms. Sylvie Challande. The results of voting for the nominees for director were:

                                         Votes
                                        Against
                                           or                       Broker
Nominee                Votes for        withheld    Abstentions   Non-Votes
-------                ---------        --------    -----------   ---------
Paul Hokfelt           12,469,207          0             0           0
Jacques Mot            12,469,207          0             0           0
Thomas R. Marshall     12,469,207          0             0           0
Marcel Rokegem         12,469,207          0             0           0
Sylvie Challande       12,469,207          0             0           0

At this meeting, the stockholders also approved the appointment of Stefanou &
Company, LLP as the Company's independent auditors for the year ended December
31, 2001. For the proposal to appoint Stefanou & Company, LLP as the Company's
independent auditor, 12,469,207 affirmative votes and 0 negative votes were
cast, with 0 abstentions and 0 broker non-votes.

Item 5.  Other Information
         None

Item 6.  Exhibits and Reports on Form 8-K
         (a)      None
         (b)      None

<PAGE>

                                   SIGNATURES

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


                                           New Generation Holdings, Inc.
                                           (Registrant)


Date: May 14, 2002                         By: /s/ Jacques Mot
                                               -------------------------
                                               Jacques Mot
                                               Chief Executive Officer


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