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

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

                For the quarterly period ended September 30, 2003

    ( ) 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 Westerman Ball Ederer Miller & Sharfstein, LLP
                              170 Old Country Road
                                    Suite 400
                             Mineola, New York 11501
                                      Code)

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

                                       N/A
      (Former name, address, and fiscal year, if changed since last report)

                      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 September 30, 2003, the issuer had 21,056,690 shares of Common Stock, par
value $.001 per share, outstanding. As of December 31, 2004, the issuer had
27,027,510 shares of Common Stock, par value $.001 per share, outstanding.

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

<PAGE>

                                TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS                                          F1-F9

ITEM 2   PLAN OF OPERATION                                                10

ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       13

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

         CERTIFICATES

<PAGE>

PART 1    FINANCIAL INFORMATION

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

ITEM 1.   FINANCIAL STATEMENTS

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

The accompanying consolidated balance sheet of New Generation Holdings, Inc. at
September 30, 2003 and the consolidated statements of losses and consolidated
statements of cash flows for the three and nine months ended September 30, 2003
and 2002 have been prepared by the Company's management in conformity with
accounting principles generally accepted in the United States of America. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.

Operating results for the three and nine months ended September 30, 2003 are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2003.


                                      F-1
<PAGE>

                          NEW GENERATION HOLDINGS, INC.

                          Index to Financial Statements



Condensed Consolidated Balance Sheet at September 30, 2003              F-3
Condensed Consolidated Statements of Losses for the
three and nine months ended September  30,                              F-4
2003 and  2002
Condensed Consolidated Statements of Cash Flows for the nine
months ended  September 30, 2003 and 2002                               F-5
Notes to Condensed Consolidated Financial Statements              F-6 - F-9


                                      F-2
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               September 30, 2003
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                                                               <C>
Assets
Current assets :
  Cash and cash equivalents                                                       $          0
Total  current assets                                                                        0
Other assets:
Patent, net                                                                             56,070
                                                                                  ------------
                                                                                  $     56,070
                                                                                  ============
Liabilities and (Deficiency in) Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities                                          $  1,676,368
                                                                                  ------------
Total  current liabilities                                                           1,676,369

(Deficiency in) stockholders' equity:
Preferred stock, par value $.001 per share; 1,000,000 authorized, none issued
and outstanding at September 30, 2003
Common stock, par value $.001 per share;
50,000,000 authorized,
21,056,690issued and outstanding at September 30, 2003                                  21,059
Additional paid-in capital                                                          29,636,051
Accumulated deficit                                                               (31, 277,409)
                                                                                  ------------
Total (deficiency in) stockholders' equity                                          (1,620,299)
                                                                                  $     56,070
                                                                                  ============
</TABLE>

           See accompanying notes to unaudited condensed consolidated
                             financial statements.


                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                    For the three months            For the nine months
                                         September 30,                 September 30,
                                         -------------                 -------------
                                     2003            2002            2003            2002
                                 ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>
Operating expenses:
  Selling, general and
  administrative expenses        $     82,000    $    151,961    $    251,767    $  1,234,566

  Amortization                         25,860          37,468          77,580         109,810
                                 ------------    ------------    ------------    ------------

Total operating expenses              107,860         189,429         329,347       1,344,376
Loss from continuing
operations, before income
taxes and discontinued
operations                           (107,860)       (189,429)       (329,347)     (1,344,376)
Income (taxes) benefit                     --              --              --             334
Loss from continuing
operations, before
discontinued operations              (107,860)       (189,429)       (329,347)     (1,344,042)
Loss from discontinued
operations                                 --        (238,037)       (220,779)     (1,288,720)
                                 ------------    ------------    ------------    ------------
Net  (loss)                          (107,860)       (427,466)       (550,126)     (2,632,762)
Cumulative effect of
accounting change                          --              --              --     (14,600,797)
                                 ============    ============    ============    ============
Net loss applicable to common
shares                           $   (107,860)   $   (427,466)   $   (550,126)   $(17,233,559)
Income (loss) per common share
(basic and assuming dilution):
                                        (0.01)          (0.02)          (0.03)          (0.82)
Continuing Operations                   (0.01)          (0.01)          (0.02)          (0.76)
Discontinued Operations                     0           (0.01)          (0.01)          (0.06)

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

           See accompanying notes to unaudited condensed consolidated
                              financial statements


                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                         For the nine months ended September 30,
                                                       2003          2002
                                                     ---------    ---------
<S>                                                  <C>          <C>
Net cash (used in) operating activities              $ (30,000)   $  28,624

Cash Flows from Investing Activities                    30,000     (446,556)

Cash Flows from Financing Activities                        --      200,000

Net (decrease) in cash and cash equivalents                 --     (307,022)
Cash and cash equivalents at beginning of period            --      788,098
                                                     ---------    ---------
Cash and cash equivalents at end of period           $      --    $ 481,075
                                                     =========    =========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest             $      --    $  33,398
Cash paid during the period for taxes                       --           --
Common stock issued for services                            --      198,095
</TABLE>

           See accompanying notes to unaudited condensed consolidated
                              financial statements


                                      F-5
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

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

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results from operations for the three-month and nine month period ended
September 30, 2003 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2003. The unaudited condensed
consolidated financial statements should be read in conjunction with the
December 31, 2002 financial statements and footnotes thereto included in the
Company's Securities and Exchange Commission Form 10K-SB.

Business and Basis of Presentation

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

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

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

Discontinued Operations

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

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

As a result of the lack of liquidity, in late 2002, the Minerva Group was forced
to significantly curtail its operations. Minerva entered into a master license
agreement with Ikan Finanz AG as of December 31, 2002 pursuant to which it
licensed substantially all of its proprietary software in exchange for certain


                                      F-6
<PAGE>

royalty payments upon sales made by Ikan or any sublicensee. Ikan also agreed to
employee most of Minerva's then existing employees. Ikan failed to make any
sales of Minerva software in the first quarter of 2003 and we were forced to
cease Minerva's operations toward the end of the first quarter of 2003
culminating with a liquidation of Minerva Softcare N.V. under the bankruptcy
laws of the Country of Belgium in April of 2003. The court appointed liquidator
overseeing the winding up of the Minerva Group's affairs, foreclosed on
substantially all of the Company's assets and the Minerva Group ceased all
operations.

As a result of the placement of the Minerva Group into receivership, the Company
determined its control of the Minerva Group as defined under FIN No. 46, ceased
, and accordingly, the Company has de-consolidated the Minerva Group as of
April, 2003 by reducing consolidated retained earnings (deficit) in the amount
of the net liabilities of the Minerva Group of $3,882,809.


Due to a lack of liquidity, we did not timely file any of our public filings
commencing with our annual report for the year ended December 31, 2002 through
our quarterly report for the period ended September 30, 2004. We anticipate
filing any remaining delinquent filings and timely filing our annual report for
the year ended December 31, 2004. We then intend to file with the SEC proxy
materials for the purposes of among other things electing directors and
selecting the Company's independent auditors.


                                      F-7
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)

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

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

                                  Nine Months Ended   Nine Months Ended
                                 September 30, 2003  September 30, 2002

Net sales                           $      129,659    $    2,086,877
Income (loss) before income taxes         (220,779)       (1,314,207)
Income taxes (benefit)                          --            25,660
Net income (loss)                         (220,779)       (1,288,547)

As a result of the placement of the Minerva Group into receivership, , the
Company has de-consolidated the Minerva Group as of April, 2003 by reducing
consolidated retained earnings (deficit) in the amount of the net liabilities of
the Minerva Group of $3,882,809 .


Stock Based Compensation


In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148 ("SFAS No. 148"), "Accounting for Stock Based Compensation Transition
and Disclosure an amendment of SFAS 123." This statement amends SFAS No. 123,
"Accounting for Stock Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for stock
based employee compensation and the effect of the method used on reported
results. The Company has chosen to continue to account for stock based
compensation using the intrinsic value method prescribed in APB Opinion No. 25
and related interpretations. Accordingly, compensation expense for stock options
is measured as the excess, if any, of the fair market value of the Company's
stock at the date of the grant over the exercise price of the related option.
The Company has adopted the annual disclosure provisions of SFAS No. 148 in its
financial reports for the year ended December 31, 2002 and adopted the interim
disclosure provisions for its financial reports for the subsequent periods.


                                      F-8
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

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

<TABLE>
<CAPTION>
                                                         For the three months ended           For the nine months ended
                                                                September 30                        September 30
                                                           2003              2002              2003               2002
                                                           ----              ----              ----               ----
<S>                                                  <C>               <C>               <C>               <C>
Net loss - as reported                               $     (107,860)   $     (427,466)   $     (550,126)   $  (17,233,559)
Add: Total stock based employee compensation
expense as reported under intrinsic value method                  0                 0                 0                 0
(APB. No. 25)
Deduct: Total stock based employee compensation
expense as reported under fair value based method                 0                 0                 0                 0
(SFAS No. 123)
Net loss - Pro Forma                                       (107,860)         (427,466)         (550,126)      (17,233,559)
Net loss attributable to common stockholders - Pro
forma                                                      (107,860)         (427,466)         (550,126)      (17,233,559)
Basic (and assuming dilution) loss per share - as
reported                                                      (0.01)            (0.02)            (0.03)            (0.82)
Basic (and assuming dilution) loss per share - Pro
forma                                                $        (0.01)   $        (0.02)   $        (0.03)   $        (0.82)
</TABLE>

New Accounting Pronouncements

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

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


                                       10
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)
NOTE B - CAPITAL STOCK

The Company is authorized to issue 50,000,000 shares of common stock with a par
value of $.001 per share. As of September 30, 2003 the Company has issued and
outstanding 21,056,690 shares of common stock. The Company is also authorized to
issue 1,000,000 shares of preferred stock with a par value of $.001 per share.
There are no preferred shares outstanding at September 30, 2003.

NOTE C - STOCK OPTIONS

The following table summarizes the changes in options outstanding and the
related prices for the shares of the Company's common stock issued to employees
of the Company under a non-qualified employee stock option plan.

<TABLE>
<CAPTION>
                Warrants Outstanding                         Warrants Exercisable
                --------------------                         --------------------
                                         Weighted Average
                              Number     Contractual Life   Number     Weighted Average
         Exercise prices:   Outstanding      (Years)      Exercisable  Exercise Price
         ----------------  ------------   ------------   ------------   ------------
<S>         <C>               <C>         <C>            <C>            <C>
            $       6.00      2,960,706            2.5      2,960,706   $       6.00
                    8.00         91,400            3.2         91,400           8.00
                   12.00        115,000            3.2        115,000          12.00
                    1.80         20,000            3.0         20,000           1.80
                           ------------   ------------   ------------   ------------
                              3,187,106            3.0      3,187,106   $       6.25
                           ============   ============   ============   ============
</TABLE>

Transactions involving the Company's warrant issuance are summarized as follows:

<TABLE>
<CAPTION>
                                                  Number     Weighted Average
                                                 of shares    Exercise Price
                                                ------------   ------------
            <S>                                 <C>            <C>
            Outstanding at December 31, 2001       3,187,106   $       6.25
            Granted                                       --             --
            Exercised                                     --             --
            Cancelled                                     --             --
                                                ------------   ------------
            Outstanding at December 31, 2002       3,187,106           6.25
            Granted                                       --             --
            Exercised                                     --             --
            Cancelled                                     --             --
                                                ------------   ------------
            Outstanding at September 30, 2003      3,187,106   $       6.25
                                                ============   ============
</TABLE>


                                       11
<PAGE>

                          NEW GENERATION HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

NOTE C - STOCK OPTIONS (Continued)

If the Company recognized compensation cost for the non-qualified employee stock
option plan in accordance with SFAS No. 123, the Company's pro forma net loss
and net loss per share would have been $(550,126) and $(0.03) per share for the
period ended September 30, 2003 and $(17,233,559) and $(0.82) per share for the
period ended September 30, 2002 respectively.

NOTE D - TRANSACTIONS WITH RELATED PARTIES

During the year ended December 31, 2002, the Company's President advanced funds
to the Company for working capital purposes in the form of a non-interest
bearing unsecured note payable on demand. The net amount of the advance due the
Company's President at March 31, 2003 is $200,000 and is included in accrued
expenses.

NOTE E - SUBSEQUENT EVENTS

The Company raised $597,082 in exchange for the issuance of 5,970,820 shares of
common stock (and warrants to purchase an additional 5,970,820 shares of common
stock at a purchase price of $0.35 per share) in a Regulation S offering to
foreign investors that commenced in April of 2004.

ITEM 2.   PLAN OF OPERATION

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

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

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

Due to a lack of liquidity, we did not timely file any of our public filings
commencing with our annual report for the year ended December 31, 2002 through
our quarterly report for the period ended September 30, 2004. We anticipate
filing any remaining delinquent filings and timely filing our annual report for
the year ended December 31, 2004.

Current Operations

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

Liquidity and Capital Resources

As of September 30, 2003, we had a working capital deficit of $ 1,676,369. As a
result of our operating losses during the nine month period ended September 30,
2003, we generated a cash flow deficit of $ 30,000 from operating activities. We


                                       12
<PAGE>

met our cash requirements during this period from the sale of our equipment and
furnishings aggregating $30,000. No cash flow was provided by investing
activities during the nine month period ended September 30, 2003.

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

We raised $597,082 in exchange for the issuance of 5,970,820 shares of common
stock (and warrants to purchase an additional 5,970,820 shares of common stock
at a purchase price of $0.35 per share) 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.

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

The independent auditors report on our December 31, 2002 financial statements
states that our recurring losses raise substantial doubts about our ability to
continue as a going concern.

Recent Accounting Pronouncements

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

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


                                       13
<PAGE>

Product Research and Development

We do not anticipate incurring research and development expenditures during the
next 12 months.

Acquisition or Disposition of Plant and Equipment

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

Number of Employees

As of September 30, 2003, we had no employees. Currently, we have no employees
but engage Jacques Mot as a consultant.

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive and its Chief Financial Officer, after evaluating
the effectiveness of the Company's disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules l3a-14(c) and 15d- 14(c) as
of a date within 90 days of the filing date of this quarterly report on Form
10-QSB (the "Evaluation Date"), have concluded that as of the Evaluation Date,
the Company's disclosure controls and procedures were adequate and effective to
ensure that material information relating to the Company would be made known to
it by others within the Company, particularly during the period in which this
quarterly report on Form 10-QSB was being prepared.

Changes in Internal Controls

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

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's Chief Executive and its Chief Financial Officer, after evaluating
the effectiveness of the Company's disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules l3a-14(c) and 15d- 14(c) as


                                       14
<PAGE>

of a date within 90 days of the filing date of this quarterly report on Form
10-QSB (the "Evaluation Date"), have concluded that as of the Evaluation Date,
the Company's disclosure controls and procedures were adequate and effective to
ensure that material information relating to the Company would be made known to
it by others within the Company, particularly during the period in which this
quarterly report on Form 10-QSB was being prepared.

Changes in Internal Controls

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

PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      As of September 30, 2003, the Company was a party to or was aware of the
pending legal proceedings or claims set forth below:

      (a) Mr. Eduard van Raay of Net-Invest, a former consultant to the Company
asserted a claim against the Company for payment of fees and expenses in the
approximate amount of $75,000. The Company believes Mr. van Raay has obtained a
default judgment in the amount set forth above (plus interest); however, the
Company believes it has meritorious defenses.

      (b) Rubenstein Investor Relations, Inc., our former investor relations
firm, asserted a claim against us in the first quarter of 2003. The Company
believes Rubenstein has obtained a default judgment against the Company in the
approximate amount of $78,000; however, the Company believes it has meritorious
defenses.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)   . None
(b)   None
The following table provides information about purchases by us and our
affiliated purchasers during the quarter ended September 30, 2003 of equity
securities that are registered by us pursuant to Section 12 of the Securities
Exchange Act of 1934:





                      ISSUER PURCHASES OF EQUITY SECURITIES
<TABLE>
<CAPTION>
Period                  (a)               (b)                   (c)                               (d)
                  Total Number of       Average      Total Number of Shares (or     Maximum Number (or Approximate
                 Shares (or Units)    Price Paid    Units) Purchased as Part of   Dollar Value) of Shares (or Units)
                     Purchased)        per Share    Publicly Announced Plans or     that May Yet Be Purchased Under
                                       (or Unit)            Programs (1)               the Plans or Programs (1)
<S>              <C>                  <C>           <C>                           <C>
07/01/03-07/31/03        0                $ 0                    0                                 0
08/01/03-08/31/03        0                $ 0                    0                                 0
09/01/03-09/30/03        0                $ 0                    0                                 0
</TABLE>

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


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<PAGE>

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.


                                       16
<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.


February 28, 2005

/s/ Jacques Mot
---------------

Jacques Mot
President, Chief Financial Officer, Secretary and Director


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