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 September 30, 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)

                           245 Park Avenue, 39th Floor
                            New York, New York 10022
              ----------------------------------------------------
                    (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 November  22,  2002 the Issuer had  outstanding  21,056,690  shares of its
Common Stock, $0.001 par value.


<PAGE>

<TABLE>
<CAPTION>
                           New Generation Holdings Inc

                     Quarterly Report on Form 10-QSB for the
                   Quarterly Period Ending September 30, 2002

                                Table of Contents

                                                                                PAGE
<S>                                                                             <C>
Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets:                                   3
         September 30, 2002 and December 31, 2001

         Condensed Consolidated Statements of Losses and Comprehensive Losses:    4
         Three and Six Month Periods Ended September 30, 2002 and 2001

         Condensed Consolidated Statements of Cash Flows:                         5
         Six Months Ended September 30, 2002 and 2001

         Notes to Condensed Consolidated Financial Statements:                    6
         September 30, 2002

Item 2.  Management's Discussion and Analysis                                    12


PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                              14

         Item 2.  Changes in Securities                                          14

         Item 3.  Defaults Upon Senior Securities                                14

         Item 4.  Submission of Matters to a Vote of Security Holders            14

         Item 5.  Other Information                                              14

         Item 6.  Exhibits and Reports on Form 8-K                               14
</TABLE>


                                        2
<PAGE>


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


                                                                    September 30,    December 31,
                                                                        2002             2001
                                                                    ------------     ------------
                                                                     (UNAUDITED)
<S>                                                                 <C>              <C>
                                     ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                        $    481,075     $    788,099
   Accounts receivable, net                                            1,285,650        1,002,957
   Prepaid expenses and other current assets                             824,593        1,464,357
                                                                    ------------     ------------
     Total Current Assets                                              2,591,318        3,255,413

Property, plant and equipment, net                                       423,139          277,755
Intangibles, net of accumulated amortization                             159,510       14,837,887
Other non-current assets                                                  15,209           13,715
                                                                    ------------     ------------
                                                                         597,858       15,129,357
                                                                    ------------     ------------
     Total Assets                                                   $  3,189,176     $ 18,384,770
                                                                    ============     ============

                       LIABILITES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued liabilities                         $  6,762,918     $  4,393,864
   Short-term debt                                                             -          439,178
                                                                    ------------     ------------
     Total current liabilities                                         6,762,918        4,833,042

                                                                    ------------     ------------
Total liabilities                                                      6,762,918        4,833,042

Minority Interest                                                         36,854           39,419

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value; 1,000,000 shares authorized,
 none issued at September 30, 2002 and December 31, 2001                       -                -
Common stock, $0.001 par value; 50,000,000 shares authorized,
 21,056,690 and 20,887,110 issued and outstanding at
 September 30, 2002 and December 31, 2001, respectively                   21,059           20,887
   Additional paid in capital                                         29,636,051       29,438,128
   Accumulated deficit                                               (33,158,438)     (15,925,051)
   Accumulated other comprehensive income                               (109,268)         (21,655)
                                                                    ------------     ------------
     Total stockholders' equity                                       (3,610,596)      13,512,309
                                                                    ------------     ------------

     Total liabilities and stockholders' equity                     $  3,189,176     $ 18,384,770
                                                                    ============     ============


     See accompanying footnotes to the unaudited condensed consolidated financial statements

</TABLE>


                                        3

<PAGE>

<TABLE>
<CAPTION>

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

                                       For the Three Months Ended       For the Nine Months Ended
                                              September 30,                   September 30,
                                          2002            2001            2002            2001
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>
Revenues:
  Consulting                          $    184,337    $    293,400    $    622,073    $    843,335
  License revenue                           75,672          64,246         121,267         489,268
  Service revenue                          121,423         277,902         875,222         677,918
  Other revenue                            439,451               -         445,229               -
                                      ------------    ------------    ------------    ------------
                                           820,883         635,548       2,063,791       2,010,521
Operating expenses
  General and administrative               998,235       2,038,876       4,322,916       4,839,034
  Product development                            -           5,954               -          20,190
  Depreciation & amortization              237,312         997,927         378,752       2,531,232
                                      ------------    ------------    ------------    ------------
                                         1,235,547       3,042,757       4,701,668       7,390,456

Net loss from operations                  (414,664)     (2,407,209)     (2,637,877)     (5,379,935)

Other income/expense:
  Equity in losses in affiliates                 -           5,533               -         (10,158)
  Interest income/(expense), net                 -               -               -           5,226
  Financial income/(expense), net          (13,619)              -         (21,613)              -
  Other income                                 908          97,918             908         154,437
  Currency exchange difference                   -          82,187               -         (65,211)
  Minority interest in loss
   for the period                            1,466               -           2,565               -
                                      ------------    ------------    ------------    ------------
                                           (11,245)        185,638         (18,140)         84,294

Net loss before income taxes              (425,909)     (2,221,571)     (2,656,017)     (5,295,641)

Income tax benefit (provision)              (1,556)        194,236          23,428          (5,472)
                                      ------------    ------------    ------------    ------------
Net Loss                                  (427,465)     (2,027,335)     (2,632,589)     (5,301,113)
                                      ------------    ------------    ------------    ------------
Cumulative effect of accounting
  change                                         -               -     (14,600,797)              -
                                      ============    ============    ============    ============

Net loss applicable to common
  shares                              $   (427,465)   $ (2,027,335)   $(17,233,386)   $ (5,301,113)

Basic and diluted net loss per
  common share                        $      (0.02)   $      (0.10)   $      (0.82)   $      (0.27)
                                      ============    ============    ============    ============

Shares used to compute basic and
  diluted net loss per common share     21,056,690      20,678,095      21,056,690      19,565,103

Comprehensive loss:
Net loss                              $(15,452,245)   $ (2,027,335)   $(17,233,386)   $ (5,301,113)
Foreign currency translation
  gain (loss)                                    -               -               -         (59,527)
                                      ------------    ------------    ------------    ------------

Comprehensive loss                    $   (427,465)   $ (2,027,335)   $(17,233,386)   $ (5,360,640)
                                      ============    ============    ============    ============


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


                                        4


<PAGE>

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

                                                                 For the Nine Months ended
                                                                       September 30,
                                                                    2002            2001
                                                               -------------   -------------
<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                      (17,233,386)     (5,301,113)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Cumulative effect of accounting change                      14,600,797               -
      Depreciation & amortization                                    378,752       2,531,232
      Equity based compensation expense                              198,095         394,222
      Equity in net losses of affiliates                                   -          10,158
      Minority interest in loss for the period                        (2,565)              -
      Changes in operating assets and liabilities:
      Current assets, net                                            357,071      (2,136,340)
      Accounts payable and accrued expenses                        1,729,877       3,341,891
                                                                ------------    ------------
   Net cash used in operating activities                              28,641      (1,159,950)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of fixed assets                                      (446,556)       (212,089)
   Cash acquired in connection with acquisition                            -       1,473,778
                                                                ------------    ------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                 (446,556)      1,261,689

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash received from shareholder/affiliates, net                    200,000               -
   Issuance of common stock                                                -         545,000
                                                                ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                            200,000         545,000

Effects of exchange rates                                            (89,108)              -
Net (decrease)/increase in cash and cash equivalents                (307,023)        646,739
Cash and cash equivalents, January 1                                 788,098         855,404
                                                                ------------    ------------
CASH AND CASH EQUIVALENTS, September 30                         $    481,075    $  1,502,143
                                                                ============    ============

Supplemental information:
Interest paid                                                         33,398               -
Taxes paid                                                                 -               -
Common stock issued in exchange for services                         198,095         394,222
Common stock issued in exchange for acquisitions                           -      14,293,076
Acquisition:
   Assets acquired                                                         -       1,458,966
   Goodwill and other intangible assets                                    -      13,942,532
   Liabilities assumed                                                     -      (1,108,422)
   Common stock issued                                                     -     (14,293,076)
                                                                ------------    ------------
   Net cash paid for acquisition                                $          -    $          -
                                                                ============    ============

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


                                        5


<PAGE>


                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


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

 General
 -------

 The accompanying  unaudited condensed  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 nine month period ended  September  30, 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.  ("Minerva"),  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 unaudited condensed 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% of 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.



                                        6

<PAGE>


                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (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, 2002 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, 2002.

 NOTE C - GOODWILL AND OTHER INTANGIBLE ASSETS - ADOPTION OF STATEMENT 142
 -------------------------------------------------------------------------

 In July 2001,  the Financial  Accounting  Standards  Board 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). SFAS No. 141 addresses financial  accounting
 and reporting for business  combinations.  This statement requires the purchase
 method of  accounting to be used for all business  combinations,  and prohibits
 the pooling-of-interests  method of accounting. This statement is effective for
 all business  combinations  initiated  after June 30, 2001 and  supercedes  APB
 Opinion  No.  16,  "Business  Combinations"  as  well as  Financial  Accounting
 Standards Board Statement of Financial Accounting Standards No. 38, "Accounting
 for Preacquisition Contingencies of Purchased Enterprises."

 SFAS No. 142 addresses how intangible assets that are acquired  individually or
 with a group of other assets  should be accounted  for in financial  statements
 upon their acquisition.  This statement requires goodwill amortization to cease
 and for goodwill to be  periodically  reviewed for  impairment for fiscal years
 beginning  after October 31, 2001.  SFAS No. 142 supercedes APB Opinion No. 17,
 "Intangible  Assets." The Company  adopted the  provisions of this standard for
 its second quarter of fiscal 2002.

 Upon adoption of FAS 142 in the second quarter of 2002, the Company  recorded a
 one-time,  non-cash  charge  of  approximately  $14.6  million  to  reduce  the
 carrying value of its goodwill. Such charge is non-operational in nature and is
 reflected as a cumulative  effect of an accounting  change in the  accompanying
 consolidated statement of operations. In calculating the impairment charge, the
 fair value of the impaired  reporting  unit was  estimated at the fair value of
 assets  underlying  the  business,  thereby  eliminating  the goodwill  element
 entirely.

 The  following  table  presents the impact of SFAS 142 on net income (loss) and
 net income  (loss) per share had SFAS 142 been in effect  for the  quarter  and
 first six months ended June 30, 2001 and 2002 (in  thousands,  except per share
 amounts):

<TABLE>
<CAPTION>
                                              Quarter Ended                Six Months Ended
                                                 June 30,                      June 30,
                                           2002           2001            2002           2001
                                       ------------   ------------    ------------   ------------
<S>                                    <C>            <C>             <C>            <C>
Net (loss)                             $(15,452,245)  $ (2,175,437)   $(16,805,921)  $ (3,273,778)

Adjustments:
Amortization of Goodwill                                 1,055,471                      1,409,173

Impairment of Goodwill                   14,600,797                     14,600,797

Adjusted net (loss)                    $   (851,448)  $ (1,119,966)   $ (2,205,124)  $ (1,864,605)

Shares used to compute basic and
  diluted net loss per common share      21,055,249     20,543,794      20,991,398     18,905,903

Adjusted basic and diluted
  net loss per common share            $      (0.04)  $      (0.05)   $      (0.11)  $      (0.10)
                                       ============   ============    ============   ============
Reported basic and diluted
  net loss per common share            $      (0.73)  $      (0.11)   $      (0.80)  $      (0.17)
                                       ============   ============    ============   ============
</TABLE>

                                        7

<PAGE>


                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

 NOTE D - 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.


                                        8


<PAGE>


                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


 NOTE E - SEGMENT INFORMATION
 ----------------------------

 During 2002 and 2001, the Company  operated in three reportable  segments.  The
 Company's three reportable segments are managed separately based on fundamental
 differences in their operations as follows:

     o   Software  Technology,  which is engaged  in the  business  of  software
         development and providing software solutions.

     o   Plastics  recycling and Blending,  which is in the development stage of
         commercializing patented plastic technology.

     o   Corporate, which is seeking new investment opportunities in established
         software and consulting businesses.

 The Company also  segments its business  through  geographic  locations.  Those
 geographic segments are:

     o   United States
     o   France
     o   Benelux countries
     o   Other Europe (Sweden, Switzerland, and United Kingdom)

 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.


                                        9
<PAGE>

<TABLE>
<CAPTION>
                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

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

                                                       Three Months Ended              Nine Months Ended
                                                          September 30,                  September 30,
                                                      2002            2001            2002            2001
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>
     Net Sales to External Customers
     Software Technology                               820,883         635,548       2,063,791       2,010,521
     Plastic Recycling and Blending                          -               -               -               -
     Corporate                                               -               -               -               -
                                                  ------------    ------------    ------------     -----------
     Total Sales to External Customers            $    820,883    $    635,548    $  2,063,791    $  2,010,521
                                                  ============    ============    ============     ===========

     Segment Depreciation and Amortization
     Software Technology                               199,843          50,917         268,942         102,324
     Plastic Recycling and Blending                     25,860               -          77,580          51,720
     Corporate                                          11,609         947,010          32,230       2,377,188
                                                  ------------    ------------    ------------    ------------
     Total Depreciation and Amortization          $    237,312    $    997,927    $    378,752    $  2,531,232
                                                  ============    ============    ============    ============

     Segment General and Administrative Expense
     Software Technology                               846,188       1,707,390       3,082,753       3,150,896
     Plastic Recycling and Blending                          -          10,326          48,268               -
     Corporate                                         152,047         321,250       1,191,895       1,688,138
                                                  ------------    ------------    ------------    ------------
     Total General and Administrative Expense     $    998,235    $  2,038,876    $  4,322,916    $  4,839,034
                                                  ============    ============    ============    ============

     Purchase of Fixed Assets
     Software Technology                               281,806          54,000         446,556         208,533
     Plastic Recycling and Blending                          -               -               -               -
     Corporate                                               -           3,556               -           3,556
                                                  ------------    ------------    ------------    ------------
     Total Purchases of Fixed Assets              $    281,806    $     57,556    $    446,556    $    212,089
                                                  ============    ============    ============    ============

     Segment Operating Income (Loss)
     Software Technology                              (385,134)     (1,122,759)     (1,287,903)     (1,242,699)
     Plastic Recycling and Blending                    (25,861)        (16,190)       (125,848)        (71,910)
     Corporate                                          (3,669)     (1,268,260)     (1,224,126)     (4,065,326)
                                                  ------------    ------------    ------------    ------------
     Total Segment Operating Income (Loss)        $   (414,664)   $ (2,407,209)   $ (2,637,877)   $ (5,379,935)
                                                  ============    ============    ============    ============
</TABLE>


                                       10

<PAGE>

                          NEW GENERATION HOLDINGS, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


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

 Segment Assets                                 September 30,     December 31,
                                                -------------    -------------
                                                    2002             2001
                                                -------------    -------------

 Software Technology                                2,970,727       17,929,853
 Plastic Recycling and Blending                       162,108          239,688
 Corporate                                             56,341          215,229
                                                -------------    -------------
 Total Segment Assets                           $   3,189,176    $  18,384,770
                                                =============    =============



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

<TABLE>
<CAPTION>
                                        For the Three Months Ended     For the Nine Months Ended
                                               September 30,                 September 30,
                                        --------------------------    --------------------------
                                            2002          2001            2002          2001
                                        ------------  ------------    ------------  ------------
<S>                                     <C>           <C>             <C>           <C>
     Net Sales to External Customers
     United States                                 -             -               -             -
     France                                   94,429       120,368         526,446       282,029
     Benelux                                 726,454       515,180       1,537,345     1,728,492
     Other Europe                                  -             -               -             -
                                        ------------  ------------    ------------  ------------
     Total Sales to External Customers  $    820,883  $    635,548    $  2,063,791  $  2,010,521
                                        ============  ============    ============  ============

                                                                      September 30, December 31,
                                                                          2002          2001
     Segment Assets                                                   ------------  ------------
     United States                                                         (85,993)      356,515
     France                                                                639,522       960,783
     Benelux                                                             2,556,045    16,940,195
     Other Europe                                                           79,602       127,277
                                                                      ------------  ------------
     Total Segment Assets                                             $  3,189,176  $ 18,384,770
                                                                      ============  ============
</TABLE>


                                       11


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

 The  following  discussion  should be read in  conjunction  with the  Company's
 unaudited  condensed  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 SEPTEMBER 30, 2002


 Revenues
 --------

 The Company's  revenues  increased to $820,884 during the third quarter of 2002
 as compared to $635,548  during the same period in 2001. The Company's  Minerva
 SoftCare  segment,  25% of  which  was  acquired  in  December,  2000,  and the
 remaining 75% of which was acquired in February,  2001,  generated  $820,884 in
 revenues from  licensing the Company's  software  products and related  service
 activities during the three months ended September 30, 2002.


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

 General  and  administration  expenses  decreased  from  $2,038,876  during the
 quarter ended  September 30, 2001 to $998,235 during the third quarter of 2002.
 The Company  also  incurred  the costs  associated  with the  operation  of its
 subsidiary  Minerva  Softcare  N.V.  The  Company  incurred   depreciation  and
 amortization  expense of $237,312  during the three months ended  September 30,
 2002 as compared to $997,927 for the same period in 2001.


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 NINE MONTHS ENDED SEPTEMBER 30, 2002


 Revenue
 -------

 The Company's  revenues  increased to  $2,063,792  during the nine months ended
 September  30, 2002 as compared to  $2,010,521  during the same period in 2001.
 The Company's  Minerva software segment  generated  $2,063,792 in revenues from
 licensing the Company's software products and related service activities during
 the nine months ended September 30, 2002.


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

 General and  administration  expenses decreased from $4,839,034 during the nine
 months  ended  September  30, 2001 to  $4,322,916  during the nine months ended
 September  30, 2002.  The Company also incurred the costs  associated  with the
 operation  of  its  subsidiary  Minerva  Softcare  N.V.  The  Company  incurred
 depreciation and amortization  expense of $378,752 during the nine months ended
 September  30, 2002 as compared to  $2,531,232  for the same period in 2001. In
 addition,  during the nine months ended September 30,2002, the Company impaired
 the balance of goodwill  recorded  for its  holding in Minerva  Softcare  N.V.,
 resulting in a non-cash charge of $14,600,697.


 LIQUIDITY AND CAPITAL RESOURCES
 -------------------------------

 As of  September  30,  2002,the  Company  had a deficit in  working  capital of
 $4,171,600 compared to a deficit of $1,577,629 at December 31, 2001, a decrease
 in  working  capital  of  $2,593,971.  The  decrease  in  working  capital  was
 substantially  due to the  company's  operating  losses,  increases in accounts
 payable and accrued expenses, and decreases in cash and prepayments.

 As a result of the  Company's  operating  loss of  $17,233,386  during the nine
 months ended  September 30, 2002, the Company  generated a cash flow deficit of
 $307,023,  adjusted  principally for depreciation and amortization of $378,752,
 and the  impairment  of  goodwill  of  $14,600,797.  The  company  met its cash
 requirements during the nine months ended September 30, 2002 partly through the
 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 September 30, 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.


                                       13

<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)      None
          (d)


 Item 3.  Defaults Upon Senior Securities
          None


 Item 4.  Submission of Matters to a Vote of Security holders.
          None


 Item 5.  Other Information
          None


 Item 6.  Exhibits and Reports on Form 8-K

          (a)      Exhibit 99 -  Certifications  Pursuant  to 18 U.S.C.  Section
                   1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
                   Act of 2002

          (b)      None



                                       14


<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: November 26, 2002                    By: /s/ Jacques Mot
                                               -----------------------
                                               Jacques Mot
                                               Chief Executive Officer

                                           By: /s/ Jacques Mot
                                               -----------------------
                                               Jacques Mot
                                               Chief Financial Officer




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