UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2008

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 0-24623

NEW GENERATION HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		13-4056896
(State or other jurisdiction of incorporation)		(IRS employer identification no.)

c/o 245 Park Avenue

New York, New York 10167

Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001 per share

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes þ No

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated

filer ¨

Non-accelerated filer ¨

(Do not check if a smaller reporting

company)

Smaller reporting

company þ

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2008 was approximately $847,419, computed by reference to the closing sales price of the registrant’s common stock as reported by the OTC Bulletin Board.

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the registrant's Common Stock, par value $.001 per share (the "Common Stock"), as of March 10, 2009 was 99,956,045.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Submission of Matters to a Vote of Security Holders	9
	PART II
Item 5.	Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	11
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements and Supplementary Data	18
Item 9.	Changes In and Disagreements With Accountants on Accounting And Financial Disclosure	19
Item 9A.	Controls And Procedures	19
Item 9A(T).	Controls And Procedures	19
Item 9B.	Other Information	20
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	23
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, Director Independence	25
Item 14.	Principal Accounting Fees and Services	25
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	26
Signatures		29

PART I

FORWARD-LOOKING STATEMENTS

Statements used in this Form 10-K, 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 made orally with the approval of an authorized executive officer of the Company that utilize 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 speaking to anticipated actions, results or projections in the future 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 cautions readers not to place undue reliance on any such statements and that 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 reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

ITEM 1. BUSINESS.

New Generation Holdings, Inc. ("we," "us," "NGH", “our” or the "Company") is a Delaware corporation founded in 1999.

THE COMPANY CURRENTLY HAS NO OPERATING BUSINESS AND IS A “SHELL” COMPANY WITH NO MATERIAL ASSETS AND NO OPERATIONS.

As discussed in more detail below under “MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - MANAGEMENTS PLAN OF OPERATION”, as a “shell” company, the Company currently does not engage in any business activities that provide cash flow. Going forward, we will seek to enter into a business combination with another entity, though no material discussions have yet been had with respect to any potential business combination and there can be no assurance that we will be successful in entering into any business combination transaction.

Recent Development - Reverse Split, Conversion of Series B Preferred Stock and Ownership of 95% of Company by CEO

OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER CURRENTLY OWNS APPROXIMATELY 95% OF OUR COMMON STOCK.

On July 7, 2008, at the Annual Meeting of Stockholders of the Company, the stockholders approved a 1-for-10 reverse stock split of the Company’s Common Stock (the “Reverse Split”). The Reverse Split became effective on August 1, 2008. In connection with the Reverse Split, a new trading symbol was assigned to shares of the Company’s post-Reverse Split Common Stock, that new symbol being “NGHO”.

Also on July 7, 2008 at the Annual Meeting of Stockholders of the Company, the stockholders ratified a Debt Exchange Agreement entered into with Mr. Jacques Mot, the Company’s President and Chief Executive Officer, pursuant to which the amount of $207,429 by which the Company was indebted to Mr. Mot, which amount represented all outstanding cash advances made to the Company by Mr. Mot through December 31, 2007, was exchanged by Mr. Mot for 91,081 newly issued shares of the Company’s Series B Preferred Stock. Pursuant to the terms of the Series B Preferred Stock, upon the effectiveness of the Reverse Split on August 1, 2008, each share of Series B Preferred Stock held by Mr. Mot automatically converted into 1,000 shares of the Company’s post-Reverse Split Common Stock (the “Automatic Conversion”).

AFTER GIVING EFFECT TO THE REVERSE SPLIT AND THE AUTOMATIC CONVERSION AND INCLUDING SHARES OF COMMON STOCK OWNED BY MR. MOT PRIOR THERETO, MR. MOT CURRENTLY OWNS 94,958,208, OR APPROXIMATELY 95%, OF THE CURRENTLY OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY.

Spin Off of Plastinum

At December 31, 2006, we owned approximately 94% of the issued and outstanding equity securities of Plastinum Polymer Technologies Corp., formerly known as Plastinum Corp. (“Plastinum”). On February 20, 2007, we effected a pro rata distribution (or "spin off") of Plastinum to our stockholders whereby our stockholders of record as of that date received one share of Plastinum common stock for each share of our common stock the stockholder owned, and the Company no longer owns any interest in Plastinum or Plastinum’s business. Consequently, we currently have no operating business and are a “shell” company with no material assets and no material operations. The operations of Plastinum are presented as discontinued operations in the accompanying consolidated financial statements.

Number of Employees

As of December 31, 2008, we had one employee, Jacques Mot, our Chief Executive Officer. We have no full-time employees. We also use independent contractors to fulfill administrative functions.

Costs and Effects of Compliance with Environmental Laws

NGH does not have any costs associated with compliance with environmental laws or regulations.

Customers; Suppliers

NGH has no customers or suppliers and is therefore not dependent on any customer or supplier.

Patent and Trademarks

NGH currently does not own any patents, trademarks or licenses of any kind.

ITEM 1A. RISK FACTORS

An investment in our company is suitable only for the persons who can afford the loss of their entire investment. Accordingly, investors should carefully consider the following risk factors, as well as other information set forth herein, in making an investment decision with respect to our securities. We have sought to identify what we believe to be all material risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise.

The Company has No Business Operations and No Material Assets

At December 31, 2006, the Company’s sole business operations consisted of the business conducted through its approximately 94% owned subsidiary, Plastinum.

EFFECTIVE FEBRUARY 20, 2007, THE COMPANY “SPUN OFF” PLASTINUM TO ITS STOCKHOLDERS AND NOW NO LONGER OWNS ANY INTEREST IN PLASTINUM OR THE PLASTINUM BUSINESS DISCUSSED HEREIN AND CURRENTLY HAS NO BUSINESS OPERATIONS AND IS A "SHELL" COMPANY WITH NO MATERIAL ASSETS OR OPERATIONS.

Our CEO Owns 95% of Our Common Stock

As discussed above under “Recent Development – Reverse Split, Conversion of Series B Preferred Stock and Ownership of 95% of Company by CEO”, MR. JACQUES MOT, OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OWNS APPROXIMATELY 95% OF THE CURRENTLY OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY.

Our Financial Results May Be Affected By Factors Outside Of Our Control

Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside of our control. Our anticipated expense levels are based, in part, on our estimates of future revenues but may vary from what we expect. We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall. Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially adversely affect our business, operating results, and financial condition.

We cannot predict with certainty our revenues and operating results. Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.

Employees

As of December 31, 2008, we had one employee, Jacques Mot, our Chief Executive Officer. Prior to January 1, 2005, Mr. Mot served as a consultant.

Dependence Upon Management

Our future performance and success are dependant upon the efforts and abilities of our management. To a very significant degree, we are dependent upon the continued services of Jacques Mot, our president and chief executive officer. We do not maintain key man life insurance on Mr. Mot.

Lack Of Independent Directors

We do not have a majority of independent directors on our board of directors and we cannot guarantee that our board of directors will have a majority of independent directors in the future. In the absence of a majority of independent directors, our executive officers, which are also principal stockholders and directors, could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between our stockholders and us generally and the controlling officers, stockholders or directors.

Limitation Of Liability And Indemnification Of Officers And Directors

Our officers and directors are required to exercise good faith and high integrity in our management affairs. Our Certificate of Incorporation provides, however, that our officers and directors shall have no liability to our stockholders for losses sustained or liabilities incurred which arise from any transaction in their respective managerial capacities unless they violated their duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend or stock repurchase, or derived an improper benefit from the transaction. Our articles and bylaws also provide for the indemnification by us of the officers and directors against any losses or liabilities they may incur as a result of the manner in which they operate our business or conduct the internal affairs, provided that in connection with these activities they act in good faith and in a manner that they reasonably believe to be in, or not opposed to, our best interests, and their conduct does not constitute gross negligence, misconduct or breach of fiduciary obligations.

Disclosure Controls and Procedures

We currently have only one employee. Given our limited personnel and limited resources, we may be unable to maintain effective controls to insure that we are able to make all required public filings in a timely manner. If we do not make all public filings in a timely manner, our shares of common stock may be delisted from the OTC Bulletin Board. We could also be subject to regulatory action and/or lawsuits by stockholders.

Certificate of Incorporation Grants the Board of Directors the Power to Designate and Issue Additional Shares of Common and/or Preferred Stock.

Our certificate of incorporation grants our Board of Directors authority to, without any action by our stockholders, designate and issue, from our authorized capital, shares in such classes or series (including classes or series of common stock and/or preferred stock) as it deems appropriate and establish the rights, preferences, and privileges of such shares, including dividends, liquidation and voting rights. The rights of holders of classes or series of common stock or preferred stock that may be issued could be superior to the rights of the common stock offered hereby. Our board of directors’ ability to designate and issue shares could impede or deter an unsolicited tender offer or takeover proposal. Further, the issuance of additional shares having preferential rights could adversely affect other rights appurtenant to the shares of common stock offered hereby. Any such issuances will dilute the percentage of ownership interest of our stockholders and may dilute our book value.

Lack of Liquid Trading Market for Common Stock

Although our stock is quoted on the OTC Bulletin Board (the “OTCBB”) under the symbol “NGHO”, the market for our common stock is not liquid as there have been days when our stock did not trade even though it is was quoted.

Limited Market Due To Penny Stock

Our stock differs from many stocks, in that it is considered a penny stock. The Securities and Exchange Commission has adopted a number of rules to regulate penny stocks. These rules include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as amended. Because our securities probably constitute penny stock within the meaning of the rules, the rules would apply to our securities and us. The rules may further affect the ability of owners of our stock to sell their securities in any market that may develop for them. There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.

Stockholders should be aware that, according to the Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include: control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Furthermore, the penny stock designation may adversely affect the development of any public market for our shares of common stock or, if such a market develops, its continuation. Broker-dealers are required to personally determine whether an investment in penny stock is suitable for customers. Penny stocks are securities (i) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above); and (iv) of an issuer with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average annual revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be penny stock. Rule 15g-9 of the Commission requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.

This procedure requires the broker-dealer to (i) obtain from the investor information concerning his financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for the Company's stockholders to resell their shares to third parties or to otherwise dispose of them.

The Trading Price Of Our Common Stock May Decrease Due To Factors Beyond Our Control

The trading price of our common stock will be subject to significant fluctuations in response to numerous factors, including:

	·	Variations in anticipated or actual results of operations;
	·	Announcements of new products or technological innovations by us or our competitors;
	·	Changes in earnings estimates of operational results by analysts;
	·	Results of product demonstrations;
	·	Inability of market makers to combat short positions on the stock;
	·	Inability of the market to absorb large blocks of stock sold into the market;
	·	Comments about us or our markets posted on the Internet.

Moreover, the stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for emerging growth companies and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our common stock. If our stockholders sell substantial amounts of their common stock in the public market, the price of our common stock could fall. These sales also might make it more difficult for us to sell equity or equity related securities in the future at a price we deem appropriate.

We Pay No Dividends

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any earnings for funding growth however these plans may change depending upon capital raising requirements.

Sarbanes-Oxley and Federal Securities Laws Reporting Requirements Can Be Expensive

As a public reporting company, we are subject to the Sarbanes-Oxley Act of 2002, as well as the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and other federal securities laws. The costs of compliance with the Sarbanes-Oxley Act and of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC, and furnishing audited reports to shareholders, are significant and may increase in the future.

Potential Inability to Make Required Public Filings

We currently have only one employee and no material assets. Given our limited personnel and limited resources, we may be unable to continue to make all required public filings in a timely manner, in which case shares of our common stock may be delisted from the OTC Bulletin Board. We could also be subject to regulatory action and/or lawsuits by stockholders.

Doubt as to Ability to Continue as Going Concern

The Company's independent certified public accountant has stated in their report included in this Annual Report that we have suffered recurring losses from operations that raise substantial doubt about our ability to continue as a going concern.

ITEM 2. PROPERTIES.

NGH does not own or make lease payments on any real property.

ITEM 3. LEGAL PROCEEDINGS.

As of December 31, 2008, we are not a party to any pending legal proceeding and our property is not subject to any pending legal proceeding, and no such proceedings are known to the Company to be threatened or contemplated against it.

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

None.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock currently trades on the OTC Bulletin Board under the symbol “NGHO”. On March 10, 2009, the last sales price for our common stock as reported by the OTC Bulletin Board was $0.005 per share.

On August 1, 2008, a 1-for-10 reverse split of our common stock was effective. The following table sets forth for the periods indicated the high and low sales prices for our common stock as reported by the OTC Bulletin Board. The historical sales prices prior to August 1, 2008 have been adjusted to reflect the effectiveness of the reverse split.

	High		Low
4th Quarter 2008, ended 12/31/08	$	0.01	$	0.005
3rd Quarter 2008, ended 9/30/08	$	0.08	$	0.002
2nd Quarter 2008, ended 6/30/08	$	0.018	$	0.006
1st Quarter 2008, ended 3/31/08	$	0.022	$	0.015
4th Quarter 2007, ended 12/31/07	$	0.08	$	0.02
3rd Quarter 2007, ended 9/30/07	$	0.10	$	0.04
2nd Quarter 2007, ended 6/30/07	$	0.30	$	0.08
1st Quarter 2007, ended 3/31/07	$	6.55	$	0.31

Holders

The number of record holders of our common stock as of March 10, 2009, was approximately 153 based on information received from our transfer agent. This amount excludes an indeterminate number of shareholders whose shares are held in “street” or “nominee” name.

Dividend Policy

We have not paid any dividends since our inception and we do not anticipate or contemplate paying dividends on our common stock in the foreseeable future. It is our present intention to utilize all available funds for the development of our business.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

This item is not applicable.

Issuer Purchases of Equity Securities

There were no repurchases of equity securities by the us or any affiliated purchasers during the fourth quarter of the year ended December 31, 2008.

ITEM 6. SELECTED FINANCIAL DATA.

This item is not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Statements used in this Form 10-K, 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 made orally with the approval of an authorized executive officer of the Company that utilize 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 speaking to anticipated actions, results or projections in the future 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, scuh as those set forth above under “Risk Factors”. The Company cautions readers not to place undue reliance on any such statements and that the Company's actual results for future periods could differ materially from those anticipated or projected.

The following discussion should be read in conjunction with our consolidated financial statements and related notes included as part of this report.

Recent Development - Reverse Split, Conversion of Series B Preferred Stock and Ownership of 95% of Company by CEO

OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER CURRENTLY OWNS APPROXIMATELY 95% OF OUR COMMON STOCK.

Critical Accounting Policies

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

Use of Estimates

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

Going Concern

On February 20, 2007, we effected a pro rata distribution (or "spin off") of Plastinum Polymer Technologies Corp., formerly known as Plastinum Corp. (“Plastinum”) to our stockholders whereby our stockholders of record as of that date received one share of Plastinum common stock for each share of our common stock the stockholder owned, and the Company no longer owns any interest in Plastinum or Plastinum’s business. CONSEQUENTLY, WE CURRENTLY HAVE NO OPERATING BUSINESS AND ARE A “SHELL” COMPANY WITH NO MATERIAL ASSETS OR OPERATIONS. At present, we have insufficient capital on hand to fund our operations through 2008. The foregoing matters raise substantial doubt about our ability to continue as a going concern.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and emphasizes that fair value is a market-based measurement, not an entity-specific measurement. It establishes a fair value hierarchy and expands disclosures about fair value measurements in both interim and annual periods. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company adopted SFAS 157 on January 1, 2008 which did not have a material impact on its consolidated financial position and results of operations. The Company also adopted the deferral provisions of the Financial Accounting Standards Board Staff Position No. 157-2, which delays the effective date of SFAS No. 157 for all nonrecurring fair value measurements of non-financial assets and liabilities until fiscal years beginning after November 15, 2008.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company designates cash equivalents as Level 1. As of December 31, 2008 and 2007, the Company did not have any cash equivalents, therefore there were no assets measured at fair value.

In February 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to measure eligible assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS 159 on January 1, 2008 and did not elect the fair value option which did not have a material impact on its consolidated financial position and results of operations.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141R, Business Combinations, and Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. These new standards significantly change the accounting for and reporting of business combination transactions and noncontrolling interests (previously referred to as minority interests) in consolidated financial statements. Both standards are effective for fiscal years beginning on or after December 15, 2008, with early adoption prohibited. These Statements are effective for the Company beginning on January 1, 2009. The Company is currently evaluating the provisions of FAS 141(R) and FAS 160.

In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161, Disclosures About Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. This new standard enhances the disclosure requirements related to derivative instruments and hedging activities required by FASB Statement No. 133. This standard is effective for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. The Company adopted the required provisions of SFAS 161 on January 1, 2008 and the adoption did not have a significant impact on its consolidated financial position and results of operations.

In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. The Company is required to adopt FSP 142-3 on January 1, 2009. The guidance in FSP 142-3 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The Company is currently evaluating the impact of FSP 142-3 on its consolidated financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement will not have an impact on the Company’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60.” The scope of this Statement is limited to financial guarantee insurance (and reinsurance) contracts, as described in this Statement, issued by enterprises included within the scope of Statement 60. Accordingly, this Statement does not apply to financial guarantee contracts issued by enterprises excluded from the scope of Statement 60 or to some insurance contracts that seem similar to financial guarantee insurance contracts issued by insurance enterprises (such as mortgage guaranty insurance or credit insurance on trade receivables). This Statement also does not apply to financial guarantee insurance contracts that are derivative instruments included within the scope of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities.” This Statement will not have an impact on the Company’s consolidated financial statements.

In May 2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company is currently evaluating the potential impact, if any, of the adoption of FSP APB 14-1 on its consolidated financial position, results of operations or cash flows.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future consolidated financial

MANAGEMENT'S PLAN OF OPERATION

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

ON FEBRUARY 20, 2007, THE COMPANY EFFECTED THE SPIN OFF OF ITS PLASTINUM SUBSIDIARY AS DETAILED ABOVE. CONSEQUENTLY, WE CURRENTLY HAVE NO OPERATING BUSINESS AND ARE A “ SHELL ” COMPANY WITH NO MATERIAL ASSETS OR OPERATIONS .

As a “shell” company, the Company currently does not engage in any business activities that provide cash flow. Going forward, we will seek to enter into a business combination with another entity, though no material discussions have yet been had with respect to any potential business combination and there can be no assurance that we will be successful in entering into any business combination transaction.

In investigating and seeking a business combination, we may pursue an acquisition strategy whereby we will acquire businesses with a history of operating revenues in markets that provide room for growth. We intend to engage in identifying, investigating and, if investigation warrants, acquiring companies that will enhance revenues and increase shareholder value. The focus of such a strategy is to pursue growth by acquiring undervalued businesses with a history of operating revenues. We will utilize several criteria to evaluate prospective acquisitions including whether the business to be acquired (1) is an established business with viable services or products, (2) has an experienced and qualified management team, (3) has room for growth and/or expansion into other markets, (4) is accretive to earnings, (5) offers the opportunity to achieve and/or enhance profitability, and (6) increases shareholder value. Due to our limited financial resources, in order to complete an acquisition, we will be required to seek additional financing, through either equity or debt financing.

Alternatively, a business combination may involve the acquisition of, or merger with, a company which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering. A company may desire to become publicly traded for certain perceived benefits which may include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult, complex and risky.

Any target business that is selected for a business combination may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2008 COMPARED TO THE YEAR ENDED DECEMBER 31, 2007

Operating losses from continuing operations increased from $25,353 for the year ended December 31, 2007 to $81,326 for the year ended December 31, 2008. The increase of $55,973 was the result of a decrease in a net recovery of general and administrative expenses (resulting from a settlement of accounts payable in 2007) of $43,631 and an increase in professional fees of $12,342. Professional fees were our only expense during the 2008 period. At present, we currently have no operating business and are incurring costs to maintain the company as a “shell” company and fulfill our reporting requirements.

We also recorded other income of $1,102,832 during the year ended December 31, 2007 which consists of a non-cash credit for the change in fair value of our warrant liabilities which occurred during the first quarter.

Loss from discontinued operations was $196,224 for the year ended December 31, 2007. The discontinued operations reflect the operations of our Plastinum subsidiary, which have been included in operations through the February 20, 2007 date of completion of the spin off transaction.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2008, we had a deficiency in working capital of $500,945. We do not have sufficient capital resources to meet projected cash flow deficits and will continue to rely on debt and equity funding. If we are unable to raise additional capital through debt or equity financings, on terms acceptable to us, and are not successful in generating sufficient liquidity from operations, then this lack of financing would have a material adverse effect on our business, results of operations, liquidity and financial condition.

During the years ended December 31, 2008 and 2007, Plastinum paid certain of our expenses and accounts payable, primarily related to professional fees. These payments aggregated $271,522 through November 30, 2008. During December of 2008, our president and majority shareholder paid this amount to Plastinum, which represented the repayment of funds advanced by Plastinum on our behalf. This payment has been accounted for as a contribution to capital and recorded as additional paid-in capital.

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

To the extent we seek to implement our acquisition strategy, we will be entirely dependent upon our limited available financial resources and we cannot ascertain with any degree of certainty the capital requirements for the successful execution of our acquisition strategy. However, our current limited financial resources are expected to be insufficient to implement that strategy. Therefore, we will be required to seek additional financing to complete an acquisition. Also, in the event of the consummation of an acquisition, we may require additional financing to fund the operations or growth of the target.

There can be no assurance that additional financing will be available on acceptable terms, or at all. To the extent that additional financing proves to be unavailable when needed, we would, in all likelihood, be compelled to abandon our acquisition strategy. Our inability to secure additional financing, if needed, could also have a material adverse effect on our continued development or growth. We have no arrangements with any bank or financial institution to secure additional financing and there can be no assurance that any such arrangement, if required or otherwise sought, would be available on terms deemed to be commercially acceptable to us and in our best interests.

Although we have no commitments as of this date to issue our securities, we will, in all likelihood, issue a substantial number of additional shares in connection with or following an acquisition. To the extent that additional shares of common stock are issued, our stockholders would experience dilution of their ownership interests in NGH. Additionally, if we issue a substantial number of shares of common stock in connection with or following an acquisition, a change in control of NGH may occur which may affect, among other things, our ability to utilize net operating loss carry forwards, if any. Furthermore, the issuance of a substantial number of shares of common stock may adversely affect prevailing market prices for the common stock and could impair our ability to raise additional capital through the sale of its equity securities. We may use consultants and other third parties providing goods and services. These consultants or third parties may be paid in cash, stock, options or other securities of NGH.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

This item is not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements are included herewith: the Company's audited Consolidated Financial Statements as of and for the fiscal years ended December 31, 2008 and December 31, 2007.

THESE CONSOLIDATED FINANCIAL STATEMENTS SHOULD BE REVIEWED WITH CAUTION AS ON FEBRUARY 20, 2007, THE COMPANY EFFECTED THE SPIN OFF OF ITS PLASTINUM SUBSIDIARY AS DETAILED UNDER “BUSINESS - SPIN OFF OF PLASTINUM”. CONSEQUENTLY, WE CURRENTLY HAVE NO OWNERSHIP INTEREST IN PLASTINUM, NO OPERATING BUSINESS AND NO MATERIAL ASSETS OR MATERIAL OPERATIONS.

NEW GENERATION HOLDINGS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For the Fiscal Years Ended December 31, 2008 and 2007	Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of December 31, 2008 and 2007		F-3

Consolidated Statements of Losses for the Years ended December 31, 2008 and 2007 and for cumulative period from April 7, 2003 (date of inception as development stage enterprise) to December 31, 2008		F-4

Consolidated Statements of Deficiency in Stockholders’ Equity for the Years ended December 31, 2008		F-5

Consolidated Statements of Cash Flows for Years ended December 31, 2008 and 2007 and for cumulative period from April 7, 2003 (date of inception as development stage enterprise) to December 31, 2008		F-6

Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

New Generation Holdings, Inc.

New York, New York

We have audited the accompanying balance sheets of New Generation Holdings, Inc., a development stage company, as of December 31, 2008 and 2007, and the related statements of losses, statement of stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2008 and the period April 7, 2003 (date of inception) through December 31, 2008. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on the financial statements based upon our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New Generation Holdings, Inc., a development stage company, at December 31, 2008 and 2007 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2008 and the period April 7, 2003 (date of inception) through December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A, the Company has a generated negative cash outflows from operating activities, experienced recurring net operating losses, and is dependent on securing additional equity and debt financing to support its business efforts. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


	/s/ RBSM LLP
New York, New York	RBSM LLP
March 31, 2009

F-2

NEW GENERATION HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2008 and 2007

	December 31,
	2008			2007
Assets

Current assets:
Cash	$	-		$	-

Total assets	$	-		$	-

Liabilities and deficiency in stockholders' equity

Current liabilities:

Accounts payable and accrued expenses:	$	500,945		$	499,099
Due to Plastinum		-			192,042
Due to stockholder		-			207,429

Total current liabilities		500,945			898,570

Deficiency in stockholders' equity:

Preferred stock, par value $.001 per share; 1,000,000 shares authorized, none issued and outstanding		-			-
Common stock, par value $.001 per share; 150,000,000 shares authorized, 99,956,045 and 8,875,045 shares issued and outstanding		99,956			8,875
Additional paid-in capital		38,671,184			38,283,314
Other comprehensive income		20,926			20,926
Accumulated deficit prior to development stage		(31,081,731	)		(31,081,731	)
Deficit accumulated during the development stage		(8,211,280	)		(8,129,954	)

Total deficiency in stockholders' equity		(500,945	)		(898,570	)

Total liabilities and deficiency in stockholders' equity	$	-		$	-

See accompanying notes to consolidated financial statements.

F-3

NEW GENERATION HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF LOSSES

							Cumulative Period
							from April 7, 2003
							(Reestablishment of
							Development Stage
							Company) to
	Years ended December 31,						December 31,
	2008			2007			2008

Operating expenses:
General and administrative expenses	$	81,326		$	25,353		$	1,160,461

Total operating expenses		81,326			25,353			1,160,461

Loss from continuing operations before other income (expense)		(81,326	)		(25,353	)		(1,160,461	)

Change in value of warrant liability		-			1,102,832			(6,254,174	)
Interest expense		-			-			(796,645	)

(Loss) income from continuing operations before provision for income taxes		(81,326	)		1,077,479			(8,211,280	)

Provision for income taxes		-			-			-

Net (loss) income from continuing operations		(81,326	)		1,077,479			(8,211,280	)

Loss from discontinued operations, net of tax		-			(196,224	)		(5,267,038	)

Net (loss) income	$	(81,326	)	$	881,255		$	(13,478,318	)

Net (loss) income per common share, basic and diluted:
Continuing operations	$	(0.00	)	$	0.13
Discontinued operations	$	-		$	(0.02	)
	$	(0.00	)	$	0.11

Weighted average shares outstanding, basic and diluted		46,949,889			8,343,192

Comprehensive income (loss):
Net (loss) income	$	(81,326	)	$	881,255
Foreign currency translation loss		-			-

Comprehensive (loss) income	$	(81,326	)	$	881,255

See accompanying notes to consolidated financial statements.

F-4

NEW GENERATION HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY

																	Accumulated Deficit
											Additional			Common			Prior to			During			Other
	Preferred Stock						Common Stock				Paid-in			Stock			Development			Development			Comprehensive			Stockholders'
	Shares			Par value			Shares		Par value		Capital			Subscribed			Stage			Stage			Income			Deficiency

Balance, December 31, 2002		-		$	-			2,105,716	$	2,106	$	29,655,004		$	-		$	(34,634,693	)	$	-		$	-		$	(4,977,583	)

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

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

Balance, April 7, 2003		-			-			2,105,716		2,106		29,655,004			-			(31,081,731	)		-			-			(1,424,621	)

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

Balance, December 31, 2003		-			-			2,105,716		2,106		29,655,004			-			(31,081,731	)		(330,321	)		-			(1,754,942	)

Sale of common stock		-			-			650,012		650		649,364			-			-			-			-			650,014

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

Shares physically issued		-			-			-		-		-			-			-			-			-			-

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

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

Balance, December 31, 2004		-			-			2,755,728		2,756		30,304,368			54,600			(31,081,731	)		(951,091	)		14,383			(1,656,715	)

Sale of common stock		-			-			1,801,415		1,801		1,799,614			-			-			-			-			1,801,415

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

Shares physically issued		-			-			54,600		55		54,545			(54,600	)		-			-			-			-

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

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

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

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

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

Balance, December 31, 2005		-			-			4,611,743		4,612		28,656,965			131,300			(31,081,731	)		(5,694,651	)		28,969			(7,954,536	)

Shares physically issued		-			-			131,300		131		131,169			(131,300	)		-			-			-			-

Sale of common stock		-			-			256,830		257		256,573						-			-			-			256,830

Conversion of debt		528,630			529			-		-		796,116			-			-			-			-			796,645

Warrants issued with debt		-			-			-		-		126,700			-			-			-			-			126,700

Stock based compensation		-			-			-		-		240,268			-			-			-			-			240,268

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

Reclassification of liabilities to warrants		-			-			-		-		272,043			-			-			-			-			272,043

Subsidiary stock issued for accrued expenses		-			-			-		-		633,595			-			-			-			-			633,595

Currency translation adjustment		-			-			-		-		-			-			-			-			(8,043	)		(8,043	)

Net loss		-			-			-		-		-			-			-			(8,583,596	)		-			(8,583,596	)

Balance, December 31, 2006		528,630			529			4,999,873	$	5,000	$	30,321,003		$	-		$	(31,081,731	)	$	(14,278,247	)	$	20,926		$	(15,012,520	)

Common stock issued upon conversion of preferred stock		(528,630	)		(529	)		3,867,208		3,867		(3,338	)														-

Reclassification of warrant liability to permanent equity												11,050,524															11,050,524

Issuance of warrants for accrued expense												442,070															442,070

Common stock issued for accrued services								7,964		8		10,808															10,816

Stock based compensation												(86,096	)														(86,096	)

Net income																					881,255						881,255

Adjustment for deconsolidation of former subsidiary												(3,451,657	)								5,267,038						1,815,381

Balance, December 31, 2007		-			-			8,875,045		8,875		38,283,314			-			(31,081,731	)		(8,129,954	)		20,926			(898,570	)

Preferred stock issued as payment of debt to stockholder		91,081			91			-		-		207,338			-			-			-			-			207,429

Beneficial conversion feature of preferred stock		-			-			-		-		207,429			-			-			-			-			207,429

Dividend on preferred stock attributable to beneficial conversion feature		-			-			-		-		(207,429	)		-			-			-			-			(207,429	)

Common stock issued upon conversion of preferred stock		(91,081	)		(91	)		91,081,000		91,081		(90,990	)		-			-			-			-			-

Payment of debt by stockholder		-			-			-		-		271,522			-			-			-			-			271,522

Net loss		-			-			-		-		-			-			-			(81,326	)		-			(81,326	)

Balance, December 31, 2008		-		$	-			99,956,045	$	99,956	$	38,671,184		$	-		$	(31,081,731	)	$	(8,211,280	)	$	20,926		$	(500,945	)

See accompanying notes to consolidated financial statements.

F-5

NEW GENERATION HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

							Cumulative Period
							from April 7, 2003
							(Reestablishment of
							Development Stage
							Company) to
	Years ended December 31,						December 31,
	2008			2007			2008

Cash flows from operating activities:
Net income (loss)	$	(81,326	)	$	881,255		$	(13,478,318	)
Adjustments to reconcile net loss to net cash used in operating activities:
Warrants issued for services		-			-			21,100
Stock based compensation		-			(86,096	)		154,172
Amortization of debt discount		-			5,430			774,481
Change in value of warrant liability		-			(1,102,832	)		6,254,174
Expenses paid by Plastinum		79,480			62,376			141,856
Gain on settlement of payables					(44,675	)		(44,675	)
Interest converted to preferred stock		-			-			43,341
Depreciation		-			-			107,790
Loss attributed to minority interest		-			(5,611	)		(46,366	)
Increase (decrease) in liabilities:
Accounts payable		1,846			30,663			1,481,322

Cash used in operating activities		-			(259,490	)		(4,591,123	)
Cash flows from financing activities:
Cash retained by former subsidiary		-			(36,893	)		(36,893	)
Advances from stockholder		-			256,957			712,335
Proceeds from sale of convertible notes		-			-			500,000
Proceeds from sale of common stock		-			-			3,394,755

Cash provided by financing activities		-			220,064			4,570,197

Effect of exchange rate changes on cash		-			-			20,926

Net (decrease) increase in cash		-			(39,426	)		-
Cash, beginning of period		-			39,426			-
Cash, end of period	$	-		$	-		$	-

Supplemental disclosure of non-cash financing activities:

Preferred stock issued as settlement of stockholder debt	$	207,429		$	-
Beneficial conversion feature of preferred stock		207,429			-
Dividend on preferred stock attributable to beneficial conversion feature		207,429			-
Expenses paid by former subsidiary		79,480			121,212
Debt paid by stockholder credited to paid-in capital		271,522			-
Warrants issued for accrued consulting		-			442,070
Reclassification of warrant liability to equity		-			11,050,524
Accrued liabilities settled in common stock		-			10,816

See accompanying notes to consolidated financial statements.

F-6

NEW GENERATION HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

NOTE A - SUMMARY OF ACCOUNTING POLICIES

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

Business

New Generation Holdings, Inc. ("we ", "us", "our", "NGH", or the "Company"), was formed under the laws of the State of Delaware in 1999. We are a development stage company, as defined by Statement of Financial Accounting Standards No. 7 ("SFAS No. 7"). At December 31, 2006, we owned approximately 94% of the issued and outstanding equity securities of Plastinum Polymer Technologies Corp., formerly known as Plastinum Corp. (“Plastinum”). On February 20, 2007, we effected a pro rata distribution (or "spin off") of Plastinum to our stockholders whereby our stockholders of record as of that date received one share of Plastinum common stock for each share of our common stock the stockholder owned, and the Company no longer owns any interest in Plastinum or Plastinum’s business. The results of operations of Plastinum have been included in these financial statements through February 20, 2007 and are presented as discontinued operations in the financial statements.

To date, the Company has generated no sales revenues, has incurred expenses and has sustained losses. We currently have no operating business and are a "shell" company with no material assets. Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from entering the development stage on April 7, 2003 through December 31, 2008 we have accumulated losses of $8,211,280.

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

Going Concern

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

We have had substantial net losses of $8,211,280 from the reestablishment of development stage operations, have not generated any revenue during that period, have a deficit in working capital of $500,945 at December 31, 2008 and have a stockholders' deficiency of $500,945 at December 31, 2008.

On February 20, 2007, we effected the spin off of our Plastinum subsidiary as detailed above. Consequently, we currently have no operating business and are a “shell” company with no materials assets. At present, we have insufficient capital on hand to fund our operations through 2009. The foregoing matters raise substantial doubt about our ability to continue as a going concern.

As a “shell” company, the Company currently does not engage in any business activities that provide cash flow. Going forward, we will seek to enter into a business combination with another entity which may include the acquisition of another company that we believe will enhance revenues and increase shareholder value. Due to our limited financial resources, in order to complete an acquisition, we will be required to seek additional financing, through either equity or debt financing.

F-7

Use of Estimates

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

Liquidity

As reflected in the accompanying consolidated financial statements, we have incurred net losses of $8,211,280 from the reestablishment of development stage operations to December 31, 2008, and have an accumulated deficit of $39,293,011 as of December 31, 2008. In addition, our current liabilities exceeded our current assets by $500,945 as of December 31, 2008 and we currently have no operating business and are a "shell" company with no material assets. Consequently, our operations are subject to all risks inherent in the establishment of a new business enterprise.

Foreign Currency Translation

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

Income Taxes

Deferred income taxes are provided using the asset and liability method for financial reporting purposes in accordance with the provisions of Statements of Financial Standards No. 109, "Accounting for Income Taxes". Under this method, deferred tax assets and liabilities are recognized for temporary differences between the tax bases of assets and liabilities and their carrying values for financial reporting purposes, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be removed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

Cash and Cash Equivalents

Cash equivalents are comprised of highly liquid investments with maturity of three months or less when purchased. We maintain our cash in bank deposit accounts which, at times, may exceed insured limits. We have not experienced any losses in our accounts.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limits.

Fair Value of Financial Instruments

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments," requires disclosure of the fair value of certain financial instruments. The carrying value of accounts payable and accrued expenses and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.

F-8

Advertising

We charge the costs of advertising to expense as incurred. For the years ended December 31, 2008 and 2007, we incurred no advertising costs.

Stock Based Compensation

We account for our share-based compensation under the provisions of FASB Statement No. 123(R), “Share-Based Payment”, (“FAS 123R”). We adopted FAS 123R as of January 1, 2006, using the modified prospective application method. We did not have any unvested amounts of stock based compensation grants issued and outstanding at the date of implementation.

Comprehensive Income

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income includes gains and losses on foreign currency translation adjustments and is included as a component of stockholders' equity.

Net (Loss) Earnings Per Share

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

Per share basic and diluted net loss amounted to $0.00 for the year ended December 31, 2008, compared with a net income of $0.11 for the year ended December 31, 2007. For the year ended December 31, 2008, 586,688 potential shares were excluded from the shares used to calculate diluted loss per share as their inclusion would be anti dilutive. For the year ended December 31, 2007, 1,973,133 potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would increase net income per share.

F-9

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No.157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and emphasizes that fair value is a market-based measurement, not an entity-specific measurement. It establishes a fair value hierarchy and expands disclosures about fair value measurements in both interim and annual periods. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company adopted SFAS 157 on January 1, 2008 which did not have a material impact on its consolidated financial position and results of operations. The Company also adopted the deferral provisions of the Financial Accounting Standards Board Staff Position No. 157-2, which delays the effective date of SFAS No. 157 for all nonrecurring fair value measurements of non-financial assets and liabilities until fiscal years beginning after November 15, 2008.

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company designates cash equivalents as Level 1. As of December 31, 2008 and 2007, the Company did not have any cash equivalents, therefore there were no assets measured at fair value.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141R, Business Combinations , and Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 . These new standards significantly change the accounting for and reporting of business combination transactions and noncontrolling interests (previously referred to as minority interests) in consolidated financial statements. Both standards are effective for fiscal years beginning on or after December 15, 2008, with early adoption prohibited. These Statements are effective for the Company beginning on January 1, 2009. The Company is currently evaluating the provisions of FAS 141(R) and FAS 160.

F-10

In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161, Disclosures About Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 . This new standard enhances the disclosure requirements related to derivative instruments and hedging activities required by FASB Statement No. 133 . This standard is effective for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. The Company adopted the required provisions of SFAS 161 on January 1, 2008 and the adoption did not have a significant impact on its consolidated financial position and results of operations.

NOTE B -CAPITAL STOCK

On February 16, 2007, our stockholders approved, and we filed, an Amendment to our Certificate of Incorporation, effective as of its filing, increasing the number of our authorized shares of common stock from 50,000,000 to 150,000,000.

Our Board of Directors of the Company unanimously adopted resolutions approving the amendment of our Certificate of Incorporation (the “Charter Amendment”) in order to effect a 1-for-10 reverse stock split with respect to our outstanding shares of common stock, subject to the approval of the Charter Amendment by our stockholders at the Annual Meeting. Such approval was received on July 7, 2008 and the reverse split became effective on August 1, 2008. All share and per share amounts in these financial statements have been retroactively restated to reflect this reverse split.

F-11

We are also authorized to issue 1,000,000 shares of preferred stock with a par value of $.001 per share.

During the year ended December 31, 2002, our president advanced funds to the Company for working capital purposes in the form of a non-interest bearing unsecured promissory note payable on demand. The net amount of the advances due our president at December 31, 2007 was $207,429. On December 31, 2007, we entered into a Debt Exchange Agreement with our president. Pursuant to the Debt Exchange Agreement we agreed to issue 91,081 shares of our Series B Preferred Stock to him to retire the debt. The Debt Exchange Agreement was subject to ratification by our stockholders at the next annual stockholders meeting. The agreement was ratified on July 7, 2008. Because the Debt Exchange Agreement was subject to ratification, the preferred shares were not considered outstanding until the date of ratification.

Each share of Series B Preferred Stock was initially convertible into 10,000 shares (pre split) of our common stock; however the conversion was limited by the number of shares of our common stock then available for issuance. Upon stockholder approval (received July 7, 2008) and the filing of an amendment to our Amended and Restated Certificate of Incorporation effecting a 1-for-10 reverse stock split of our common stock, each share of Series B Preferred Stock automatically converted (effective August 1, 2008) into 1,000 shares of our post-reverse split common stock. Based upon the number of outstanding shares of our common stock as of December 31, 2008, after giving effect to the reverse stock split and automatic conversion, our president owns approximately 95% of our outstanding shares of post-reverse split common stock.

Since the effective conversion price of the preferred stock is less then the fair value of our common stock, we have attributed a beneficial conversion feature of $207,429 to the preferred stock. This amount has been recorded as a dividend to the preferred shareholder in the financial statements.

During December of 2008, our president and majority shareholder paid $271,522 to Plastinum, which represented the repayment of funds advanced by Plastinum on our behalf. This payment has been accounted for as a contribution to capital and recorded as additional paid-in capital.

On February 20, 2007, upon the effectiveness of the spin off of Plastinum to our stockholders, 528,630 shares of our Series A Preferred Stock automatically converted into 3,867,208 post-split shares of our common stock.

On March 7, 2007, we issued warrants to purchase an aggregate of 198,558 post-split shares of common stock of NGH at an exercise price of $3.50 per share or 1,985,584 shares of Plastinum at an exercise price of $0.35 per share. These warrants were issued to consultants pursuant to consultant agreements. The value of these warrants had previously been accrued in the financial statements in the amount of $442,070.

Until February 16, 2007, we did not have sufficient authorized shares to enable the exercise of our outstanding common stock purchase warrants. We have previously reclassified the fair value of the warrants as a liability on the balance sheet at December 31, 2006. At February 16, 2007 the fair value of each instrument was again computed under a Black Scholes model with the following assumptions: (1) dividend yield of 0% (2) expected volatility of 117% (3) risk-free interest rate of 4.75% and (4) expected life and exercise prices consistent with each individual instrument. These calculations resulted in an aggregate value of derivative instruments of approximately $11,050,000. As a result, for the three months ended March 31, 2007 we recorded approximately $1,103,000 as a credit to Change in Value of Warrant Liability. The value of the derivative instruments was then reclassified to permanent equity.

On April 5, 2007, we issued 7,964 shares of our common stock, valued at $10,816, for services provided to us. This amount had been accrued at December 31, 2006.

F-12

NOTE C- WARRANTS AND STOCK OPTIONS

Employee Stock Options

Transactions involving NGH’s stock options issued to employees are summarized as follows:

	2008				2007
	Number		Weighted Average Exercise Price		Number			Weighted Average Exercise Price
Outstanding at beginning of the period		—	$	—		370,000		$	12.90
Granted during the period		—		—		—			—
Exercised during the period		—		—		—			—
Expired during the period		—		—		(370,000	)		12.90
Outstanding at end of the period		—	$	—		—		$	—
Exercisable at end of the period		—	$	—		—		$	—

Warrants

Transactions involving NGH’s warrant issuances are summarized as follows:

	2008					2007
	Number			Weighted Average Exercise Price		Number			Weighted Average Exercise Price
Outstanding at beginning of the period		1,973,133		$	3.50		2,458,657		$	3.50
Granted during the period		—			—		198,558			3.50
Exercised during the period		(20,000	)		2.50		(684,082	)		3.50
Expired during the period		(1,366,445	)		3.50		—			—
Outstanding at end of the period		586,688		$	3.50		1,973,133		$	3.50
Exercisable at end of the period		586,688		$	3.50		1,973,133		$	3.50

The warrants exercised during 2008 and 2007 were exercised into shares of Plastinum.

The number and weighted average exercise prices of NGH’s options and warrants outstanding as of December 31, 2008 are as follows:

Range of Exercise Prices		Remaining Number Outstanding			Weighted Average Contractual Life (Years)		Weighted Average Exercise Price
$3.50			586,688		1.3		$	3.50

NOTE D - INCOME TAXES

We have adopted SFAS No. 109 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

F-13

For income tax reporting purposes, the Company's aggregate unused net operating losses approximate $9,036,000 which expire through 2028, subject to limitations of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset related to the carryforward is approximately $3,163,000. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company, it is more likely than not that the benefits will not be realized. The increase in the valuation allowance for 2008 and 2007 was $29,000 and $105,000, respectively.

Components of deferred tax assets as of December 31, 2008 are as follows:

Non Current:
Net operating loss carryforward	$	3,163,000
Valuation allowance		(3,163,000	)
Net deferred tax asset	$	—

NOTE E - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at December 31, 2008 are as follows:

	2008
Accounts payable	$	138,263
Accrued expenses		362,682
Total	$	500,945

NOTE F - RELATED PARTY TRANSACTIONS

Each share of Series B Preferred Stock was initially convertible into 10,000 shares (pre split) of our common stock; however the conversion was limited by the number of shares of our common stock currently authorized for issuance. Upon stockholder approval (received July 7, 2008) and the filing of an amendment to our Amended and Restated Certificate of Incorporation effecting a 1-for-10 reverse stock split of our common stock, each share of Series B Preferred Stock automatically converted (effective August 1, 2008) into 1,000 shares of our post-reverse split common stock. Based upon the number of outstanding shares of our common stock as of June 30, 2008, after giving effect to the reverse stock split and automatic conversion, our president owns approximately 95% of our outstanding shares of post-reverse split common stock.

F-14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

This item is not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

This item is not applicable.

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

The Company’s management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial (and principal accounting) Officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2008. Based upon that evaluation and the identification of the material weakness in the Company’s internal control over financial reporting as described below under “Management’s Report on Internal Control over Financial Reporting,” the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report.

Evaluation of and Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2008 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that, as of December 31, 2008, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. At such time, if any, that we are not a “shell” company, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report in this annual report.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

This item is not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Management

Our directors, executive officers, significant employees, as well as their ages and the positions they held, as of December 31, 2008, are set forth below. Our directors hold office until our next annual meeting of stockholders and until their successors in office are elected and qualified. All of our officers serve at the discretion of our Board of Directors. There are no family relationships among our executive officers and directors:

Name	Age	Position and Offices with the Company
Jacques Mot	52	Chairman of the Board of Directors, President and CEO
Marcel Rokegem	60	Director
Robert Scherne	52	Chief Financial Officer

Jacques Mot served as the Chairman of the Board, President and CEO from April of 1999 to January 24, 2000 and again from February 2002 until the present. Mr. Mot was also a Director of Argenta & Magnum Management Company Ltd. - - Gibraltar, a company that was engaged in providing financial advisory services. From 1987 to 1992, Mr. Mot was the General Manager and Director of Iesa Investissements S.A., a portfolio management and investment company, where he handled portfolio and investment management on a confidential basis. Mr. Mot attended the University of Lausanne, Switzerland studying economics from 1976-1979.

Marcel Rokegem has served as a Director since 1999. As of 1991 he acted as an independent investment consultant. From 1987 to 1991 he was co-founding partner and director of Euro Suisse Securities, a member of the London Stock Exchange. From 1982 to 1987 he was co-founding partner and director of Jesup and Lamont International, an affiliate of Jesup and Lamont Securities Co., a member of the New York Stock Exchange and one of the oldest Wall Street firms. Prior to that Mr. Rokegem was partner in charge of the international department of Biard, Hombergen, Pringiers and Co., a member of the Brussels Stock Exchange. He started his career with Kredietbank in Brussels where he was responsible for international equity trading and sales. He attended the Antwerp Jesuit University where he studied AES (Applied Economic Science). He is a diploma holder from I.S.M.A. and is an officially recognized insurance consultant.

Robert Scherne has provided his services as the interim Chief Financial Officer of New Generation Holdings, Inc. since February, 2006 on a leased basis through Robert C. Scherne, CPA, PC, a company that specializes in providing financial management personnel to businesses on a temporary basis. Mr. Scherne has been the principal of Robert C. Scherne, CPA, PC, since March 2003. Mr. Scherne has served as CFO and Secretary of Forme Capital, Inc. from September 2007 to present, as CFO, Secretary and Treasurer of Dentalserve.com from December 2006 until December 2007, and as CFO of UniPro Financial Services, Inc., from September 2005 until November 2006. Prior to 2003, Mr. Scherne was employed as an accountant by Merdinger, Fruchter Rosen and Company from December 1993 to December 2002; by Louis Sturz & Co. and its successor firm Grossman, Russo & Shapiro from July 1986 until November 2002; and by L.H. Frishkoff &Co. and its successor firm A. Uzzo &Co. from July 1978 to June 1986. Mr. Scherne holds a Bachelors of Business Administration degree in Accounting from Pace University (New York City), and is an active member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, none of our directors, executive officers, promoters, control persons, or nominees has been:

•	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

•	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

•	subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

•	found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than 10 percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. To the Company’s knowledge, all reports required to be filed under Section 16(a) during the fiscal year ended December 31, 2008 were timely filed.

Code of Ethics

We have not adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because of the small number of persons involved in the management of the Company.

Audit Committee

We do not presently have a separately-designated standing Audit Committee. The entire Board of Directors acts as the Audit Committee.

Audit Committee Financial Expert

We do not presently have a qualified financial expert serving on our Board of Directors as we do not have adequate financial resources at this time to hire such an expert.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation for each of our last two fiscal years awarded to, earned by or paid to (i) each individual serving as our chief executive officer during the fiscal year ended December 31, 2008, (ii) the most highly compensated individuals (up to two) other than the chief executive officer that served as an executive officer at the conclusion of the fiscal year ended December 31, 2008 and who received total compensation in excess of $100,000 during such fiscal year and (iii) the most highly compensated individuals (up to two) that did not serve as an executive officer at the conclusion of the fiscal year ended December 31, 2008 but who received total compensation in excess of $100,000 during such fiscal year (collectively, the “named executive officers”):

SUMMARY COMPENSATION TABLE

Name & Principal Position	Year		Salary ($)	Bonus ($)		Stock Awards ($)	Option Awards ($)		Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)	Total ($)
Jacques Mot		2008	-		-	-		-	-		-	-		-
Chief Executive Officer		2007	-		-	-		-	-		-	-		-

Employment Agreements

We entered into a Consulting Agreement with Jacques Mot dated July 5, 2000 pursuant to which Mr. Mot receives $27,000 per month for his services to the Company. The Agreement has a one (1) year term with automatic renewal unless terminated by either party. As of January 1, 2005, Mr. Mot became an employee of the Company and he receives the same compensation as he received under his Consulting Agreement. For the fiscal years ending December 31, 2007 and December 31, 2008, Mr. Mot consented to forego receipt of compensation from NGH.

Pursuant to an engagement letter with Robert Scherne, CPA, P.C. dated February 10, 2006, we retained Robert Scherne as our interim Chief Financial Officer on a consulting basis. Pursuant to the terms of the engagement letter, we pay Robert Scherne, CPA, P.C. at an hourly rate of $150 per hour.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

There were no equity awards outstanding as of December 31, 2008.

DIRECTOR COMPENSATION

No director of the Company received compensation in 2008 and we do not currently have a compensation plan for members of our Board of Directors for service on our Board of Directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, certain information, as of March 10, 2009, regarding beneficial ownership of our common stock by:

·	each stockholder known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of our common stock;

·	each of our directors;

·	each of the named executive officers; and

·	all of our current executive officers and directors as a group.

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class
Jacques Mot		94,958,208	95.0	%
Marcel Rokegem		5,000	*	%
Robert Scherne		7,964	*	%

All executive officers and directors as a group		94,971,172	95.0	%

* less than 1%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On July 7, 2008 at the Annual Meeting of Stockholders of the Company, the stockholders ratified a Debt Exchange Agreement entered into with Mr. Jacques Mot, the Company’s President and Chief Executive Officer, pursuant to which the amount of $207,429 by which the Company was indebted to Mr. Mot, which amount represented all outstanding cash advances made to the Company by Mr. Mot through December 31, 2007, was exchanged by Mr. Mot for 91,081 newly issued shares of the Company’s Series B Preferred Stock. Pursuant to the terms of the Series B Preferred Stock, upon the effectiveness of a 1-for-10 reverse stock split of the Company’s Common Stock on August 1, 2008, each share of Series B Preferred Stock held by Mr. Mot automatically converted into 1,000 shares of the Company’s post-reverse split Common Stock (the “Automatic Conversion”). AFTER GIVING EFFECT TO THE REVERSE SPLIT AND THE AUTOMATIC CONVERSION AND INCLUDING SHARES OF COMMON STOCK OWNED BY MR. MOT PRIOR THERETO, MR. MOT CURRENTLY OWNS 94,958,208, OR APPROXIMATELY 95%, OF THE CURRENTLY OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY.

The Board of Directors has determined that Mr. Rokegem is “independent” and that Mr. Mot is not “independent” as defined in NASDAQ Marketplace Rule 4200.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees, Audit Related Fees, Tax Fees and All Other Fees

The following is a summary of the fees billed to New Generation Holdings, Inc. by RBSM LLP for professional services rendered for the fiscal years ended December 31, 2008 and 2007:

Fee Category	Fiscal 2008 Fees		Fiscal 2007 Fees
Audit Fees	$	23,200	$	43,000
Audit-Related Fees		477		—
Tax Fees		2,750		1,200
All Other Fees		—		—
Total Fees	$	26,427	$	44,200

AUDIT FEES. Consists of fees billed for professional services rendered for the audit of New Generation Holdings, Inc.'s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by RBSM LLP in connection with statutory and regulatory filings or engagements.

AUDIT-RELATED FEES. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of New Generation Holding, Inc.'s consolidated financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal 2008 or 2007.

TAX FEES. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. There were tax services provided in the fiscal year 2008 and 2007.

ALL OTHER FEES. Consists of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2008 or 2007.

Audit Committee Pre-Approval Policies and Procedures

The Company currently does not have a separately-designated standing Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

ITEM 15. EXHIBITS, FINANCITAL STATEMENT SCHEDULES.

(a)	Documents filed as part of this report.

(1)

Financial Statements. The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:

Report of RBSM LLP on Consolidated Financial Statements as of and for the periods ended December 31, 2008 and December 31, 2007

Consolidated Balance Sheets as of December 31, 2008 and 2007

Consolidated Statements of Losses for the Years ended December 31, 2008 and 2007 and for cumulative period from April 7, 2003 (date of inception as development stage enterprise) to December 31, 2008

Consolidated Statements of Deficiency in Stockholders’ Equity for the Years ended December 31, 2008

Consolidated Statements of Cash Flows for Years ended December 31, 2008 and 2007 and for cumulative period from April 7, 2003 (date of inception as development stage enterprise) to December 31, 2008

Notes to Consolidated Financial Statements

(2)

Financial Statement Schedules.

Additional Schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.

(3)

Exhibits required to be filed by Item 601 of Regulation S-K.

See Exhibit Index located immediately following this Item 15.

The exhibits filed herewith are attached hereto (except as noted) and those indicated on the Exhibit Index which are not filed herewith were previously filed with the Securities and Exchange Commission as indicated.

EXHIBIT INDEX

	Exhibit No.	Description

& &&	3.1	Certificate of Incorporation

++	3.2	By-Laws

***	3.3	Certificate of Designation of Series B Preferred Stock

++	4.1	Specimen Certificate for Common Stock

++	4.2	Form of Warrant at $0.35 expiring 3 years after issuance date

&&&&	4.3	Form of Warrant to Purchase Common Stock issued to certain consultants on March 7, 2007.

+	10.1	Consulting Agreement of Jacques Mot dated as of April 15, 1999.

+++	10.5	Consulting Agreement by and between New Generation Holdings, Inc and Jacques Mot dated as of July 5, 2000.

*	10.6	Demand Promissory Note in favor of Jacques Mot dated December 31, 2002.

**	10.11	Engagement Letter between New Generation Holdings, Inc. and Robert S. Scherne, CPA, PC dated February 10, 2006.

**	10.12	Consulting Agreement between New Generation Holdings, Inc. and Clanders Inv. Ltd. dated March 15, 2006.

**	10.13	Consulting Agreement between New Generation Holdings, Inc. and Patrick Hellinckx dated March 15, 2006.

**	10.14	Consulting Agreement between New Generation Holdings, Inc. and Jan Rasschaert dated March 15, 2006.

**	10.15	Consulting Agreement between New Generation Holdings, Inc. and Polymer Consulting Limited dated March 15, 2006.

**	10.16	Consulting Agreement between New Generation Holdings, Inc. and Volarder Corp. Ltd. dated March 15, 2006.

&&	10.17	Election to Convert and Amendment to Exchange Agreement among New Generation Holdings, Inc., Plastinum Corp. and Jacques Mot dated as of July 10, 2006

&&	10.18	Advisory Agreement between New Generation Holdings, Inc. and Valley Road Capital, dated July 10, 2006.

***	10.19	Debt Exchange Agreement between New Generation Holdings, Inc. and Jacques Mot dated December 31, 2007.

****	21	Subsidiaries of the Registrant

&	31.1	Certificate pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

&	31.2	Certificate pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

&	32.1	Certificate pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

&	32.2	Certificate pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

&	Filed herewith.

&&	Incorporated by reference to the Company’s Form 8-K filed on July 12, 2006

&&&	Incorporated by reference to the Company’s Form 10-KSB for the year ended December 31, 2007 filed on March 7, 2007

&&&&	Incorporated by reference to the Company’s Form 10-QSB for the period ended March 31, 2007 filed on May 11, 2007

+	Incorporated by reference to the Company's Form 10-QSB for the period ending June 30, 1999 filed on August 23, 1999.

++	Incorporated by reference to the Company's Form 10-KSB for the period beginning April 15, 1999 and ending December 31, 1999 filed on March 30, 2000.

+++	Incorporated by reference to the Company's Form 10-KSB for year ended December 31, 2000 filed on April 16, 2001.

*	Incorporated by reference to the Company's Form 10-KSB for the year ended December 31, 2002 filed on February 15, 2004.

**	Incorporated by reference to the Company's Form 10-KSB for year ended December 31, 2005 filed on April 11, 2006

***	Incorporated by reference to the Company’s Form 8-K filed on January 3, 2008.

****	Incorporated by reference to the Company's Form 10-KSB for year ended December 31, 2007 filed on March 28, 2008

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on March 31, 2009 by the undersigned, thereunto duly authorized.

	NEW GENERATION HOLDINGS, INC. (Registrant)
	By:	/s/ Jacques Mot
		Jacques Mot (Chief Presiding Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 31, 2009 by the following persons on behalf of the registrant and in the capacities indicated:

	By:	/s/ Jacques Mot
		Jacques Mot Director and CEO (Principal Executive Officer)

	By:	/s/ Robert Scherne
		Robert Scherne Interim Chief Financial Officer (Principal Financial and Accounting Officer)

	By:	/s/ Marcel Rokegem
		Marcel Rokegem Director

NEW GENERATION HOLDINGS INC 10-K