UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

o TRANSITION REPORT PURSUANT TO 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		20-4255141
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o 245 Park Avenue

New York, NY 10167

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 792-4030

Indicate by check mark whether the registrant (1) has 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. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated file, an accelerated file, 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 .

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

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 May 8, 2009 was 99,956,045.

NEW GENERATION HOLDINGS, INC.

Form 10-Q

For the Quarter Ended March 31, 2009

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheet	3
	Condensed Consolidated Statements of Losses	4
	Condensed Consolidated Statement of Stockholders’ Deficiency	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
Item 4T.	Controls and Procedures	15

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Submission of Matters to a Vote of Security Holders	17
Item 5.	Other Information	17
Item 6.	Exhibits	18

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

NEW GENERATION HOLDINGS, INC.

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2009			2008
	(Unaudited)
Assets

Current assets:
Cash	$	-		$	-

Total assets	$	-		$	-

Liabilities and deficiency in stockholders' equity

Current liabilities:

Accounts payable and accrued expenses:	$	519,195		$	500,945

Total current liabilities		519,195			500,945

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 shares issued and outstanding		99,956			99,956
Additional paid-in capital		38,671,184			38,671,184
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		(8,229,530	)		(8,211,280	)

Total deficiency in stockholders' equity		(519,195	)		(500,945	)

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

See accompanying notes to unaudited condensed consolidated financial statements.

NEW GENERATION HOLDINGS, INC.

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF LOSSES

(Unaudited)

							Cumulative Period
							from April 7, 2003
							(Reestablishment of
							Development Stage
							Company) to
	Three Months ended March 31,						March 31,
	2009			2008			2009


Operating expenses:
General and administrative expenses	$	18,250		$	26,201		$	1,178,711

Total operating expenses		18,250			26,201			1,178,711

Loss from continuing operations before
other income (expense)		(18,250	)		(26,201	)		(1,178,711	)

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

Loss from continuing operations
before provision for income taxes		(18,250	)		(26,201	)		(8,229,530	)

Provision for income taxes		-			-			-

Net loss from continuing operations		(18,250	)		(26,201	)		(8,229,530	)

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

Net loss	$	(18,250	)	$	(26,201	)	$	(13,496,568	)

Net loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding, basic and diluted		99,956,045			88,749,973

Comprehensive loss:
Net loss	$	(18,250	)	$	(26,201	)
Foreign currency translation loss		-			-

Comprehensive loss	$	(18,250	)	$	(26,201	)

See accompanying notes to unaudited condensed consolidated financial statements.

NEW GENERATION HOLDINGS, INC.

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY

(Unaudited)

																	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	)

Net loss		-			-			-		-		-			-			-			(18,250	)		-			(18,250	)

Balance, March 31, 2009 (Unaudited)		-		$	-			99,956,045	$	99,956	$	38,671,184		$	-		$	(31,081,731	)	$	(8,229,530	)	$	20,926		$	(519,195	)

See accompanying notes to unaudited condensed consolidated financial statements.

NEW GENERATION HOLDINGS, INC.

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

							Cumulative Period
							from April 7, 2003
							(Reestablishment of
							Development Stage
							Company) to
	Three Months ended March 31,						March 31,
	2009			2008			2009

Cash flows from operating activities:
Net income (loss)	$	(18,250	)	$	(26,201	)	$	(13,496,568	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Warrants issued for services		-			-			21,100
Stock based compensation		-			-			154,172
Amortization of debt discount		-			-			774,481
Change in value of warrant liability		-			-			6,254,174
Expenses paid by Plastinum		-			18,943			141,856
Gain on settlement of payables					-			(44,675	)
Interest converted to preferred stock		-			-			43,341
Depreciation		-			-			107,790
Loss attributed to minority interest		-			-			(46,366	)
Increase (decrease) in liabilities:
Accounts payable		18,250			7,258			1,499,572

Cash used in operating activities		-			-			(4,591,123	)

Cash flows from financing activities:
Cash retained by former subsidiary		-			-			(36,893	)
Advances from stockholder		-			-			712,335
Proceeds from sale of convertible notes		-			-			500,000
Proceeds from sale of common stock		-			-			3,394,755

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

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

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

Supplemental disclosure of non-cash financing activities:

Expenses paid by former subsidiary	$	-		$	18,943

See accompanying notes to unaudited condensed consolidated financial statements.

NEW GENERATION HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2009

(Unaudited)

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 March 31, 2009 we have accumulated losses of $8,229,530.

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.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of March 31, 2009 and for the three month periods ended March 31, 2009 and 2008 and from date of inception as development stage enterprise (April 7, 2003) to March 31, 2009 have been prepared by NGH pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The company believes that the disclosures provided are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended December 31, 2008 as disclosed in the company's 10-K for that year as filed with the SEC, as it may be amended.

The results of the three months ended March 31, 2009 are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2009.

Going Concern

The 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 $8,229,530 from the reestablishment of development stage operations, have not generated any revenue during that period, have a deficit in working capital of $519,195 at March 31, 2009 and have a stockholders' deficiency of $519,195 at March 31, 2009.

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.

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 $8,229,530 from the reestablishment of development stage operations to March 31, 2009, and have an accumulated deficit of $39,311,261 as of March 31, 2009. In addition, our current liabilities exceeded our current assets by $519,195 as of March 31, 2009. Consequently, our operations are subject to all risks inherent in the establishment of a new business enterprise.

Net Earnings (Loss) 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 three months ended March 31, 2009 and 2008. For the three months ended March 31, 2009 and 2008, 515,388 and 1,953,133 potential shares, respectively, were excluded from the shares used to calculate diluted earnings per share as their inclusion would be antidilutive.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51” (SFAS 160). SFAS 160 requires that non-controlling (or minority) interests in subsidiaries be reported in the equity section of the company’s balance sheet, rather than in a mezzanine section of the balance sheet between liabilities and equity. SFAS 160 also changes the manner in which the net income of the subsidiary is reported and disclosed in the controlling company’s income statement. SFAS 160 also establishes guidelines for accounting or changes in ownership percentages and for deconsolidation. SFAS 160 is effective for financial statements for fiscal years beginning on or after December 15, 2008 and interim periods within those years. The adoption of SFAS 160 did not have a material impact on our financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133” (SFAS 161). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of SFAS 161 did not have a material impact on our financial position, results of operations or cash flows.

Effective January 1, 2009, the Company adopted the Financial Accounting Standards Board's Staff Position (FSP) on the Emerging Issues Task Force (EITF) Issue No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities.” The FSP required that all unvested share-based payment awards that contain nonforfeitable rights to dividends should be included in the basic Earnings Per Share (EPS) calculation. This standard did not affect the consolidated financial position or results of operations.

In April 2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS No. 115-2”). FSP FAS No. 115-2 provides guidance in determining whether impairments in debt securities are other than temporary, and modifies the presentation and disclosures surrounding such instruments. This FSP is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company plans to adopt the provisions of this Staff Position during the second quarter of 2009, but does not believe this guidance will have a significant impact on its consolidated financial statements.

In April 2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS No. 157-4”). FSP FAS No. 157-4 provides additional guidance in determining whether the market for a financial asset is not active and a transaction is not distressed for fair value measurement purposes as defined in SFAS No. 157, “Fair Value Measurements.” FSP FAS No. 157-4 is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company will apply the provisions of this statement prospectively beginning with the second quarter 2009, and does not expect its adoption to have a material effect on its consolidated financial statements.

In April 2009, the FASB issued FSP FAS No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS No. 107-1 and APB 28-1”). This FSP amends FASB Statement No. 107, “Disclosures about Fair Values of Financial Instruments,” to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. APB 28-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in all interim financial statements. This standard is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company plans to adopt FSP FAS No. 107-1 and APB 28-1 and provide the additional disclosure requirements beginning in second quarter 2009.

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 statements.

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.

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

NOTE C - RELATED PARTY TRANSACTIONS

During the three month periods ended March 31, 2008, Plastinum paid certain of our expenses and accounts payable, primarily related to professional fees. These payments aggregated $18,943 during that period.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Statements used in this Form 10-Q, 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.

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.

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.

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 2009. The foregoing matters raise substantial doubt about our ability to continue as a going concern.

Recent Accounting Pronouncements

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

THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2008

Operating losses from continuing operations decreased from $26,201 for the three months ended March 31, 2008 to $18,250 for the three months ended March 31, 2009. The decrease of $7,951 was the result of a decrease in professional fees, which were our only expenses during the periods presented. 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.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2009, we had a deficiency in working capital of $519,495. 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 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

This item is not applicable.

ITEM 4T.

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.

As of the end of the period covered by this Quarterly Report, our 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 our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation and the identification of the material weakness in the Company’s internal control over financial reporting as of December 31, 2008 (described below) which has not been remediated as of of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this Quarterly Report.

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.

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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

This item is not applicable.

ITEM 1A. RISK FACTORS

This item is not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

This item is not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

This item is not applicable.

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

This item is not applicable.

ITEM 5. OTHER INFORMATION

This item is not applicable.

ITEM 6. EXHIBITS

The following exhibits are being filed as part of this quarterly report:

	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.

*	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 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-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 8-K filed on January 3, 2008.

SIGNATURES

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

	NEW GENERATION HOLDINGS, INC. (Registrant)

Date: May 15, 2009	By:	/s/ Jacques Mot
		Name: Jacques Mot Title: President and Chief Executive Officer

Date: May 15, 2009	By:	/s/ Robert Scherne
		Name: Robert Scherne Title: Interim Chief Financial Officer

NEW GENERATION HOLDINGS INC 10-Q