================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                  For the quarterly period ended March 31, 2000
                        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                (IRS Employer Identification
   of incorporation or organization)                      Number)


                           245 Park Avenue, 39th Floor
                            New York, New York 10167
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (212) 792-4104
                ------------------------------------------------
                (Issuer's telephone number, including area code)

                          New Generation Plastic, Inc.
              ----------------------------------------------------
              (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 March 31, 2000 the issuer had outstanding 11,837,828 shares of its
Common Stock, $0.001 par value.

================================================================================

<PAGE>



PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements.

The unaudited financial statements of New Generation Holdings, Inc. (formerly
New Generation Plastic, Inc.), a Delaware corporation (the "Company")(A
Development Stage Company), as of, and for the three months ended, March 31,
2000, and for the period from April 15, 1999 (inception) through March 31, 2000,
were prepared by Management and commence on the following page. In the opinion
of Management, the financial statements fairly present the financial position,
and results of operations and cash flows of the Company.



<PAGE>


                          New Generation Holdings, Inc.
                          (A Development Stage Company)

                                      Index

Part I.  Financial Information

         Consolidated Balance Sheets as of December 31, 1999 (unaudited)
           and March 31, 2000 (unaudited)                                     1

         Consolidated Statements of Operations for the three months ended
           March 31, 2000 (unaudited) and for the period from April 15, 1999
           (inception) through March 31, 2000 (unaudited)                     2

         Consolidated Statements of Cash Flows for the three months ended
           March 31, 2000 (unaudited) and for the period from April 15, 1999
           (inception) through March 31, 2000 (unaudited)                     3

         Notes to the Unaudited Consolidated Financial Statements             4

         Management's Plan of Operation                                       8

Part II. Other Information

         Changes in Securities                                                11

         Exhibits and reports on Form 8-K                                     11





<PAGE>


                          New Generation Holdings, Inc.
                          (A Development Stage Company)

                          Consolidated Balance Sheets



<TABLE>
<CAPTION>
                                                                       December 31, 1999         March 31, 2000
                                                                       -----------------         --------------
                                                                                                  (unaudited)
<S>                                                                       <C>                      <C>
                           Assets
Current assets:
         Cash                                                             $     3,708              $     6,651
         Prepaid expenses                                                     159,554                   62,716
Intangible assets, net                                                        443,929                  418,210
                                                                          -----------              -----------
                  Total assets                                            $   607,191              $   487,577
                                                                          ===========              ===========
            Liabilities and Stockholders' Equity

Current liabilities:
         Accounts payable                                                 $   487,798              $   360,590
         Accrued consulting expense                                           675,000                  675,000
         Due to shareholder                                                 2,175,186                2,486,750
                                                                          -----------              -----------
                  Total liabilities                                         3,337,984                3,522,340
                                                                          -----------              -----------
Stockholders' equity (deficit):
         Common Stock, $0.001 par value; 50,000,000 shares
           authorized, 11,842,761 and 11,837,828 shares
           outstanding as of December 31, 1999 and March 31,
           2000 (unaudited), respectively.                                     11,843                   11,838
         Preferred Stock, $0.001 par value; 1,000,000 shares
           authorized, none issued or outstanding                                  --                       --
         Additional paid in capital                                           804,690                1,133,045
         Deficit accumulated during the development stage                  (3,547,326)              (4,179,646)
                                                                          -----------              -----------
                  Total stockholders' equity (deficit)                     (2,730,793)              (3,034,763)
                                                                          -----------              -----------
Commitments and contingencies                                                      --                       --
                  Total liabilities and stockholders' equity              $   607,191              $   487,577
                  (deficit)                                               ===========              ===========
</TABLE>

See accompanying notes to the financial statements.

                                       1
<PAGE>


                          New Generation Holdings, Inc.
                          (A Development Stage Company)

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                    Period from
                                                                                   April 15, 1999
                                                             Three months           (inception)
                                                                 Ended                through
                                                            March 31, 2000         March 31, 2000
                                                             -------------         --------------
                                                              (unaudited)           (unaudited)
<S>                                                              <C>                 <C>
Operating Expenses
         General and Administrative                               $511,056            $2,558,038
         Product Development                                        77,147             1,503,383
                                                               -----------           -----------
                  Loss from operations                            (588,203)           (4,061,421)
Interest Expense                                                   (44,117)             (118,225)
                                                               -----------           -----------
                  Loss before income taxes                        (632,320)           (4,179,646)
Income Taxes                                                            --                    --
                  Net Loss                                       $(632,320)          $(4,179,646)
                                                               ===========           ===========
Basic and diluted net loss per common share                        $(0.05)                    --
Shares used to compute basic and diluted net loss per           11,837,828                    --
common share

</TABLE>

See accompanying notes to financial statements.

                                       2

<PAGE>


                          New Generation Holdings, Inc.
                          (A Development Stage Company)

                     Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                           Period from
                                                                                          April 15, 1999
                                                                                           (inception)
                                                             Three Months Ended              through
                                                               March 31, 2000             March 31, 2000
                                                               --------------             --------------
                                                                 (unaudited)               (unaudited)
<S>                                                              <C>                       <C>
Cash flows from operating activities:
      Net Loss                                                   $(632,320)                $(4,179,646)
      Adjustments to reconcile net loss to net cash
        used in operating activities:
         Amortization                                               25,719                      98,989
         Equity based compensation expense                         328,350                     328,350
         Changes in operating assets and liabilities:
             Increase in prepaid expenses                           96,838                     (62,716)
             Increase in accounts payable                         (127,208)                    360,590
             Increase in accrued consulting expense                      0                     675,000
                                                                 ---------                 -----------
             Net cash used in operating activities                (308,621)                 (2,779,433)
                                                                 ---------                 -----------
Cash flows provided by financing activities:
      Cash received from shareholder loans                         311,564                   2,486,750
      Issuance of common stock                                          --                     816,533
                                                                 ---------                 -----------
             Net cash provided by financing                        311,564                   3,303,283
                activities                                       ---------                 -----------
Cash flows used in investing activities:
      Purchase of patents                                               --                    (517,199)
                                                                 ---------                 -----------
             Net cash used in investing activities                      --                    (517,199)
                                                                 ---------                 -----------
Net increase in cash and cash equivalents                            2,943                       6,651
Cash and cash equivalents, beginning of period                       3,708                          --
                                                                 ---------                 -----------
Cash and cash equivalents, end of period                         $   6,651                 $     6,651
                                                                 =========                 ===========
</TABLE>

See accompanying notes to the financial statements.


                                       3

<PAGE>


                          New Generation Holdings, Inc.
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

(1)      Organization

         New Generation Holdings, Inc. (formerly, New Generation Plastic,
         Inc.)(the "Company") was organized on April 15, 1999 under the laws of
         the State of Delaware. During June 1999, the Company exchanged 262,761
         shares of its common stock for all of the issued and outstanding common
         stock of SW Ventures, Inc. ("SWV"). Concurrently, SWV changed its name
         to New Generation Plastic, Inc. As of the date of the merger, the net
         assets of the Company and SWV were determined to have nominal value.
         Accordingly, the transaction has been recorded at the par value of the
         stock exchanged. On May 17, 2000 the Company changed its name to New
         Generation Holdings, Inc.

 (2)     Summary of Significant Accounting Policies

         (a)      Development Stage Enterprise

                  During the period from April 15, 1999 (inception) through
                  December 31, 1999, the Company devoted substantially all of
                  its efforts to develop and market the patented technology
                  designed to process two or more discrete plastic polymers
                  ("NGP Process"). The Company believes the NGP Process is
                  capable of producing commercially usable plastic polymers from
                  a mixed stream of discrete virgin polymers or waste plastic.
                  Its planned principal operations have not commenced.

                  Effective January 25, 2000, the Board of Directors approved a
                  change in the business model of the Company to include the
                  development of and investment in Internet-related companies
                  primarily located in Europe. As part of this restructuring,
                  the Company formed a wholly owned subsidiary, New Generation
                  Partners, Inc., in the State of Delaware. Through this
                  subsidiary, the Company anticipates developing a collaborative
                  network of Internet companies involved in business-to-business
                  (B2B) e-commerce and ventures oriented towards new emerging
                  Internet infrastructure and wireless Internet applications.

                  Also as part of the restructuring, the Company formed another
                  wholly owned Delaware subsidiary, NG Plastic, Inc. On May 17,
                  2000, the stockholders approved a change in the name of the
                  Company to New Generation Holdings, Inc. and the transfer all
                  the assets and liabilities relating to the Company's NGP
                  Process and the related plastic business to NG Plastic, Inc.,
                  its wholly owned subsidiary. NG Plastic, Inc. was
                  simultaneously renamed New Generation Plastic, Inc.



                                                                     (continued)

                                       4
<PAGE>


                          New Generation Holdings, Inc.
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

         (b)      Net Income (Loss) Per Share

                  The Company computes net income (loss) per share in accordance
                  with Statement of Financial Accounting Standard ("SFAS") No.
                  128, Earnings Per Share. Under the provisions of SFAS 128,
                  basic net income (loss) per share is computed by dividing the
                  net income (loss) for the period by the weighted average
                  number of common shares outstanding during the period. Diluted
                  net income (loss) per share is computed by dividing the net
                  income (loss) for the period by the weighted average number of
                  common and dilutive potential common shares outstanding during
                  the period. As the Company had a net loss during the period
                  presented, basic and diluted net income (loss) per share are
                  the same.


(3)      Related Party Transactions

         Bachkine & Meyer Industries, S.A. ("BMI"), a stockholder of the
         Company, has been advancing funds to the Company pursuant to a line of
         credit agreement dated April 15, 1999. As of March 31, 2000
         (unaudited), $2,486,750 had been advanced to the Company under the
         terms of this agreement. Under the terms of the agreement, principal
         payments are due on demand after July 15, 2000. Interest is due
         quarterly in arrears and is based upon the prime rate; 8.0 percent as
         of December 31, 1999. BMI and the Company have agreed that BMI will
         have the sole option to convert part or all of principal and interest
         due under the line of credit into common stock of the Company at a rate
         determined by an independent committee of the Board of Directors.

         In addition to the line of credit agreement discussed above, B.A.M.I.
         Consulting, S.A. ("BAMI"), a British Virgin Islands corporation and an
         affiliate of BMI, was entitled to receive a monthly management
         consulting fee of $75,000 in exchange for engineering expertise in the
         development and commercialization of the NGP Process. For the period
         ended December 31, 1999, $675,000 (nine months' fees) of such fee has
         been accrued as general and administrative expense, but has not yet
         been paid. On April 15, 2000, BAMI and the Company entered into a
         Termination Agreement in which it was agreed that because of the change
         in the business focus that BAMI would allow its rights to receive the
         monthly management consulting fee under the Consulting Agreement to
         terminate as of December 31, 1999. At BAMI's sole option, all or part
         of the balance of accrued consulting fees may be converted into common
         stock of the Company at a rate determined by an independent committee
         of the Board of Directors.



                                                                     (continued)

                                       5
<PAGE>


                          New Generation Holdings, Inc.
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

         In connection with the Strategic Collaboration Agreement dated as of
         March 31, 2000 by and between the Company and New Generation Partners,
         Inc., on one hand, and Double Impact, Inc. ("DI"), on the other, BMI
         agreed, pursuant to Share Transfer Agreement dated as of March 31, 2000
         by and among BMI, DI and the Company, to transfer 500,000 shares of its
         Company Common Stock to DI as soon as the transfer restrictions imposed
         on the shares are no longer applicable. The Company has filed a Form
         SB-2 registration statement (the "Form SB-2") with the Securities and
         Exchange Commission (the "SEC") on March 10, 2000 to register for
         resale approximately 4,500,000 shares of its Common Stock, including
         500,000 shares owned by BMI to be transferred to DI. The registration
         statement has not yet been declared effective.


 (4)     Warrants

         The Company declared a pro-rata distribution to each holder of its
         common stock of record on October 14, 1999 consisting of a warrant to
         purchase one share of the Company's common stock at an exercise price
         of $6.00 per share for each four shares of common stock owned by the
         stockholder. These warrants are not exercisable until the shares
         purchasable upon exercise of the warrants have been registered under
         the Securities Act of 1933 and expire two years after the date upon
         which they first become exercisable. As a result of this declaration,
         2,960,706 warrants were issued.


         The Company authorized the issuance of warrants to purchase an
         aggregate of 165,000 shares with the following terms: warrants for
         75,000 shares with an exercise price of $12.00 per share expiring on
         February 24, 2004 (the "Feb. 2004 Warrants") and warrants for 90,000
         shares with an exercise price of $12.00 per share expiring on March 5,
         2004 (the "Mar. 2004 Warrants"). Concurrently, the Company issued
         60,000 of the Mar. 2004 Warrants to 2 shareholders. These warrants are
         not exercisable until the shares purchasable upon exercise of the
         warrants have been registered under the Securities Act of 1933.


(5)      Commitments and Contingencies

         In conjunction with the incorporation of the Company, the Company
         entered into consulting agreements with several third parties. Under
         those agreements the Company is contractually obligated to issue, upon
         the adoption of a stock option plan, options to purchase an aggregate
         of 50,000 shares of the Company's common stock at exercise prices
         ranging from $7.50 to $9.50.

                                                                     (continued)

                                       6
<PAGE>

                          New Generation Holdings, Inc.
                          (A Development Stage Company)

                   Notes to Consolidated Financial Statements

         One of the Company's European patents related to the plastic technology
         has been opposed by a third party. While the Company believes its
         patent will be upheld in substantially the form it was issued, the
         Company can provide no assurances that it will be successful in its
         patent defense. An adverse determination with respect to the
         enforceability of the Company's European patent could have a material
         adverse effect on the Company's plastic business and financial
         condition.

(6)      Subsequent Events

         On April 10, 2000, the Company issued 133,350 shares of common stock
         and authorized and issued warrants to purchase an aggregate of 95,000
         shares of the Company's common Stock at an exercise price of $8.00 per
         share (the "2000 Warrants") to 2 of its existing shareholders in
         exchange for $999,950. The 2000 Warrants are not exercisable until the
         shares purchasable upon exercise have been registered under the
         Securities Act of 1933 and they expire two years after the date upon
         which they first become exercisable.

         On April 15, 2000, BAMI and the Company entered into a Termination
         Agreement in which it was agreed that because of the change in the
         business focus that BAMI would allow its rights to receive the monthly
         management consulting fee under the Consulting Agreement to terminate
         as of December 31, 1999. The balance of accrued consulting fees may be
         converted at BAMI's sole option into Common Stock of the Company at
         rate determined by an independent committee of the Board of Directors.

     On May 17, 2000 the stockholders elected seven (7) directors to the Board
     of Directors and approved: (a) A change in name of the Company to New
     Generation Holdings, Inc.; (b) The transfer of all the company's assets and
     liabilities relating to its existing plastic business to NG Plastic, Inc.,
     that was renamed New Generation Plastic, Inc.; (c) the adoption of the 2000
     Stock Compensation Plan under which the Company may grant options,
     restricted stock and stock appreciation rights with regard to up to
     4,100,000 shares of its Common Stock to its employees, directors and
     consultants and (d) the ratification of the appointment of KPMG LLP as
     independent accountants for the Company for the year ended December 31,
     2000.




                                       7
<PAGE>

Item 2.  MANAGEMENT'S PLAN OF OPERATION

         You should read the following plan of operation in conjunction with the
financial statements and notes thereto contained elsewhere in this Form 10-QSB.
The following information contains forward-looking statements that are subject
to risks and uncertainties. If one or more of these risks and uncertainties
materialize, actual results may differ from those expressed or implied by the
forward-looking statements.

Overview

         We are a development stage company that has not yet generated any
revenue. We have decided to restructure our existing plastic business and enter
into a new business involving development of primarily European Internet
businesses. These two businesses will be carried out in two of our subsidiaries
formed for those purposes. After the completion of the transactions, we will
become a holding company with no operations aside from the ownership of the
subsidiary corporations' stock.

Plastic Business

         Over the course of the next twelve months, we anticipate that we will
engage in the following activities:

         1. We expect that upon receipt of stockholder approval, we will
         complete the transfer of all assets and liabilities relative to the
         plastic business to a wholly owned subsidiary.

         2. We expect to identify a master licensee and enter into an exclusive
         master license agreement for use of our plastic technology. We
         anticipate that our plastic subsidiary will receive royalty payments on
         a per kilogram basis.

         3. We expect to maintain patent and trademark filings.

         4. We expect to provide any necessary administrative or technical
         assistance to master licensee with regard to our plastic technology.

      The foregoing activities reflect the fact that we will no longer be
      directly responsible for continuing research and development costs and
      capital expenditures with regard to the commercialization of selected
      applications for the plastic technology. We expect that the master
      licensee will be responsible for all such costs.


Internet Business

            Over the course of the next twelve months, we anticipate that we
      will engage in the following activities:


         1. We expect to identify and establish strategic partnerships with
firms that provide expertise that will benefit Network Companies.



                                       8
<PAGE>

         2. We expect to establish initial incubator sites in London, Geneva and
Stockholm.

         3. We anticipate hiring a Chief Investment Officer and Internet
Analyst.

         4. We expect to identify candidates for development and direct
investment. It is expected that these candidates will be involved primarily in
B2B e-commerce, wireless Internet, or Internet infrastructure.

         5. We anticipate entering into the initial development and or investing
in approximately 30 ventures.

         6. We expect that we will provide seed capital investments on the order
of $500,000 to a number of ventures.

         7. We anticipate that we will invest an average of $2,000,000 in select
Network Companies that we provided seed capital.

Liquidity and Capital Resources

         As of the date of this Form 10-QSB, we have yet to generate any revenue
from our business operations. Consequently, we have been dependent upon
shareholder advances from Bachkine & Meyer Industries, S.A. to fund our cash
requirements.

         As of March 31, 2000, we had total assets of $487,577 and total
liabilities of $3,522,340. The biggest components of the liabilities are the
loan due to shareholder of $2,486,750 and the accrued consulting fees of
$675,000, both of which may be converted into equity at the obligee's option.

         On April 10, 2000, the Company issued 133,350 shares of common stock
and warrants to purchase 95,000 shares of common stock at $8.00 per share to two
of its existing shareholders for $999,950.

Plastic Business

         For the next twelve months, we anticipate that we will require $150,000
in additional capital. We anticipate that these funds will either be provided by
additional loans from Bachkine & Meyer Industries, S.A. or from the proceeds of
a private placement of our equity securities. We do not plan to purchase any
significant equipment in the next twelve months.



                                       9
<PAGE>

Internet Business

         Our Internet business is in its initial stage of development. This
business has not generated any revenues to date and we do not expect any revenue
to be generated in the next twelve months. In order to operate this business in
accordance with our current business plan, we intend to raise a minimum of
$60,000,000 in the next twelve months. We anticipate that in the next 90 days,
we will raise approximately $10,000,000. We cannot guarantee that any new
capital will be available to us or that adequate funds for operations will be
available as or when needed, or on terms satisfactory to us. Our failure to
obtain adequate additional financing may require us to delay, curtail or scale
back some or all of our proposed activities and potentially to cease operations
in both the plastic and Internet businesses.

         We expect that the Internet subsidiary will commit an aggregate of
approximately $50,000,000 to investments in Network and non-Network Companies.
In addition, we expect that we will incur $3,200,000 of corporate overhead
expenditures for salaries, rent, expenses, and legal and accounting expenses.
The anticipated expenses for establishing and operating the initial network of
development sites will be $9,000,000. Finally, we expect that we will expend
approximately $500,000 in legal, accounting and other expenses directly related
to investments in non-Network Companies.

YEAR 2000

         Management believes that the Company's accounting and operational
systems are year 2000 compliant. The Company received verification from GE/Fanuc
that the process control software for the NGP Technology was year 2000
compliant. The Company has not yet experienced any material year 2000 operating
problems and does not expect to encounter any such problems.

FORWARD LOOKING STATEMENTS

         When used in this Form 10-QSB, in filings by the Company with the
Securities and Exchange Commission (the "SEC"), in the Company's press releases
or other public or stockholder communications, or in oral statements made with
the approval of an authorized executive officer of the Company, the words or
phrases "would be," "will allow," "intends to," "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project," or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.


         The Company cautions readers not to place undue reliance on any forward
looking statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or may not be valid or actually occur,
and which involve various risks and uncertainties. The Company's actual results
for future periods could differ materially from those anticipated or projected.

         Unless otherwise required by applicable law, the Company does not
undertake, and specifically disclaims any obligation, to update any
forward-looking statements to


                                       10
<PAGE>

reflect occurrences, developments, unanticipated events or circumstances after
the date of such statement.

PART II  OTHER INFORMATION

Item 2.  Changes in Securities

         (c)      On February 21, 2000 the Company issued warrants for an
                  aggregate of 60,000 shares with an exercise price of $12.00
                  per share expiring on March 5, 2004 to two (2) of its
                  shareholders, Gommaire Verbruggen and Rudy Vunck in
                  consideration for services rendered to the Company.

                  On January 19, 2000, the Company issued 4,000 shares of its
                  Common stock, that are restricted under Regulation D of the
                  Securities Exchange Act of 1934, to Double Impact, Inc. ("DI")
                  in connection with a review of the Company's Internet business
                  plan and initial negotiations of a collaborative arrangement
                  with DI. Attached hereto as Exhibit 10(iv) is the Strategic
                  Collaboration Agreement dated as of March 31, 2000 that was
                  entered into by and between the Company and New Generation
                  Partners, Inc., on one hand, and DI, on the other.

                  On March 21, 2000, April 12, 2000 and May 12, 2000, the
                  Company issued 2,870, 3,641 and 2,015 shares, respectively, of
                  its Common stock, that are restricted under Regulation D of
                  the Securities Exchange Act of 1934, to WSDM LLC, an affiliate
                  of Westerman Shapiro Draghi & Miller, the Company's outside
                  counsel. Such shares were issued in partial payment for legal
                  fees due from the Company in the amounts of $21,250,
                  $28,443 and $16,120, respectively.


Item 6.  Exhibits and Reports on Form 8-K.

         (a)      There following exhibits are included with this report.

                  4(v)     Form of Warrant at $8.00 expiring two (2) years after
                           the Commencement Date

                  10(iv)   Strategic Collaboration Agreement dated as of March
                           31, 2000 by and between the Company and New
                           Generation Partners, Inc., on one hand, and DI, on
                           the other

                  10(v)    Share Transfer Agreement dated as of March 31, 2000
                           by and among Bachkine & Meyer Industries, S.A., DI
                           and the Company.

                  10(vi)   Termination Agreement dated as of April 15, 2000 by
                           and between the Company and BAMI Consulting, S.A.

                  10(vii)  Subscription Agreement dated as of April 10, 2000 by
                           and between the Company and Gauk Holding, Inc.



                                       11
<PAGE>

                  10(vii)  Subscription Agreement dated as of April 10, 2000 by
                           and between the Company and Mercer International S.A.

         (b)      Reports on Form 8-K

                  None





                                       12
<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 22, 2000                By: /s/ Paul Hokfelt
                                  -------------------------------------
                                  Paul Hokfelt
                                  Chief Executive Officer


                                  By: /s/ Anna Karin Portunato
                                  ------------------------------------
                                  Anna Karin Portunato
                                  Interim Chief Financial Officer




                                       13