<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2000
Commission file number 000-24623
New Generation Holdings, Inc.
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 13-4056896
--------------------------------- ----------------------------
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
245 Park Avenue, 39th Floor
New York, New York 10167
------------------------------------------------
(Address of principal executive offices)
(212) 792-4104
------------------------------------------------
(Issuer's telephone number, including area code)
------------------------------------------------
Former Name, Former Address and Former Fiscal
Year, if changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports)
Yes [ x ] No [ ], and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
As of August 29, 2000 the issuer had outstanding 12,552,061 shares
of its Common Stock, $0.001 par value.
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements of New Generation Holdings, Inc. (formerly
New Generation Plastic, Inc.), a Delaware corporation (the "Company")(A
Development Stage Company), as of June 30, 2000, for the period from April
15, 1999 (inception) through June 30, 1999, for the three and six months
ended June 30, 2000, and for the period from April 15, 1999 (inception)
though June 30, 2000, were prepared by Management and commence on the
following page. In the opinion of Management, the financial statements fairly
present the financial position, operations and cash flows of the Company.
<PAGE>
New Generation Holdings, Inc.
(A Development Stage Company)
INDEX
<TABLE>
<S> <C> <C>
Part I. Financial Information
Condensed Consolidated Balance Sheets as of December 31, 1999
and June 30, 2000 (unaudited) 1
Condensed Consolidated Statements of Operations for the period
from April 15, 1999 (inception) through June 30, 1999 (unaudited),
the three months ended June 30, 2000 (unaudited), the six months
ended June 30, 2000 (unaudited) and the period from April 15, 1999
(inception) through June 30, 2000 (unaudited) 2
Condensed Consolidated Statements of Cash Flows for the period from
April 15, 1999 (inception) through June 30, 1999 (unaudited), the
three months ended June 30, 2000 (unaudited), the six months ended
June 30, 2000 (unaudited) and the period from April 15, 1999
(inception) through June 30, 2000 (unaudited) 3
Notes to the Unaudited Condensed Consolidated Financial Statements 4
Management's Plan of Operation 8
Quantitative and Qualitative Disclosures About Market Risk 10
Part II. Other Information
Changes in Securities 11
Submission of Matters to a Vote of Security Holders 11
Exhibits and Reports on Form 8-K 12
</TABLE>
<PAGE>
NEW GENERATION HOLDINGS, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, 1999 JUNE 30, 2000
----------------- -------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 3,708 $4,286,562
Prepaid expenses 159,554 --
---------- ----------
Total current assets 163,262 4,286,562
Intangible assets, net 443,929 392,250
Property and equipment, net -- 31,365
Notes receivable -- 500,000
---------- ----------
Total assets $ 607,191 $5,210,177
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 487,798 $ 550,935
Accrued consulting expense 675,000 837,000
Due to shareholder 2,175,186 2,516,750
---------- ----------
Total liabilities 3,337,984 3,904,685
---------- ----------
Commitments and contingencies -- --
Stockholders' equity (deficit):
Common Stock, $0.001 par value; 50,000,000 shares authorized,
11,842,761 and 12,552,061 shares outstanding as of December 31, 1999
and June 30, 2000 (unaudited), respectively. 11,843 12,552
Preferred Stock, $0.001 par value; 1,000,000 shares authorized,
none issued or outstanding -- --
Additional paid in capital 804,690 6,654,334
Deficit accumulated during the development stage (3,547,326) (5,361,394)
---------- ----------
Total stockholders' equity (deficit) (2,730,793) 1,305,492
---------- ----------
Total liabilities and stockholders' equity (deficit) $ 607,191 $5,210,177
========== ==========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
<PAGE>
NEW GENERATION HOLDINGS, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from Period from
April 15, 1999 April 15, 1999
(inception) Three months Six months (inception)
through ended ended through
June 30, 1999 June 30, 2000 June 30, 2000 June 30, 2000
-------------- ------------- -------------- --------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Operating Expenses
General and Administrative $ 789,638 $ 1,251,366 $ 1,762,422 $ 3,809,404
Product Development 1,278,570 -- 77,147 1,503,383
----------- ----------- ----------- -----------
Loss from operations (2,068,208) (1,251,366) (1,839,569) (5,312,787)
Interest Income -- 25,501 25,501 25,501
Interest Expense -- -- -- (74,108)
----------- ----------- ----------- -----------
Loss before income taxes (2,068,208) (1,225,865) (1,814,068) (5,361,394)
Income Taxes -- -- -- --
----------- ----------- ----------- -----------
Net Loss $(2,068,208) $(1,225,865) $(1,814,068) $(5,361,394)
=========== =========== =========== ===========
Basic and diluted net loss per common share $ (0.17) $ (0.10) $ (0.14) --
Shares used to compute basic and diluted net
loss per common share 11,842,761 12,552,061 12,552,061 --
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
NEW GENERATION HOLDINGS, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period from Period from
April 15, 1999 April 15, 1999
(inception) (inception)
through Three months ended Six months Ended through
June 30, 1999 June 30, 2000 June 30, 2000 June 30, 2000
-------------- ------------------ ---------------- --------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net Loss $(2,068,208) $(1,225,865) $(1,814,068) $(5,361,394)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization 21,550 25,960 51,679 124,949
Equity issued for services rendered -- 318,085 646,435 646,435
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses (50,641) 62,716 159,554 --
(Increase) decrease in accounts payable 190,000 190,345 63,137 550,935
Increase in accrued consulting expense 225,000 162,000 162,000 837,000
----------- ----------- ----------- -----------
Net cash used in operating activities (1,682,299) (466,759) (731,263) (3,202,075)
----------- ----------- ----------- -----------
Cash flows provided by financing activities:
Cash received from shareholder loans 1,426,192 30,000 297,447 2,472,633
Issuance of common stock 816,533 5,248,035 5,248,035 6,064,568
----------- ----------- ----------- -----------
Net cash provided by financing activities 2,242,725 5,278,035 5,545,482 8,537,201
----------- ----------- ----------- -----------
Cash flows used in investing activities:
Purchase of patents (517,199) -- -- (517,199)
Purchase of fixed assets -- (31,365) (31,365) (31,365)
Notes receivable -- (500,000) (500,000) (500,000)
----------- ----------- ----------- -----------
Net cash used in investing activities (517,199) (531,365) (531,365) (1,048,564)
----------- ----------- ----------- -----------
Net increase in cash and cash equivalents 43,227 4,279,911 4,282,854 4,286,562
Cash and cash equivalents, beginning of period -- 6,651 3,708 --
----------- ----------- ----------- -----------
Cash and cash equivalents, end of period $ 43,227 $ 4,286,562 $ 4,286,562 $ 4,286,562
=========== =========== =========== ===========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
3
<PAGE>
NEW GENERATION HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION
New Generation Holdings, Inc. (formerly, New Generation Plastic,
Inc.)(the "Company") was organized on April 15, 1999 under the laws of
the State of Delaware. During June 1999, the Company exchanged 262,761
shares of its common stock for all of the issued and outstanding common
stock of SW Ventures, Inc. ("SWV"). Concurrently, SWV changed its name
to New Generation Plastic, Inc. As of the date of the merger, the net
assets of the Company and SWV were determined to have nominal value.
Accordingly, the transaction has been recorded at the par value of the
stock exchanged. On May 17, 2000 the Company changed its name to New
Generation Holdings, Inc.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) DEVELOPMENT STAGE ENTERPRISE
During the period from April 15, 1999 (inception) through
December 31, 1999, the Company devoted substantially all of
its efforts to develop and market the patented technology
designed to process two or more discrete plastic polymers
("NGP Process"). The Company believes the NGP Process is
capable of producing commercially usable plastic polymers from
a mixed stream of discrete virgin polymers or waste plastic.
Its planned principal operations have not commenced.
Effective January 25, 2000, the Board of Directors approved a
change in the business model of the Company to include the
development of, and investment in, Internet-related companies
primarily located in Europe. As part of this restructuring,
the Company formed a wholly owned subsidiary, New Generation
Partners, Inc., in the State of Delaware. Through this
subsidiary, the Company is establishing an Internet
development and acceleration network throughout Europe.
Also as part of the restructuring, the Company formed another
wholly owned Delaware subsidiary, NG Plastic, Inc. On May 17,
2000, the stockholders approved a change in the name of the
Company to New Generation Holdings, Inc. and the transfer of
all the assets and liabilities relating to the Company's NGP
Process and the related plastic business to NG Plastic, Inc.,
its wholly owned subsidiary. NG Plastic, Inc. was
simultaneously renamed New Generation Plastic, Inc.
(continued)
4
<PAGE>
NEW GENERATION HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(b) NET INCOME (LOSS) PER SHARE
The Company computes net income (loss) per share in accordance
with Statement of Financial Accounting Standard ("SFAS") No.
128, Earnings Per Share. Under the provisions of SFAS 128,
basic net income (loss) per share is computed by dividing the
net income (loss) for the period by the weighted average
number of common shares outstanding during the period. Diluted
net income (loss) per share is computed by dividing the net
income (loss) for the period by the weighted average number of
common and dilutive potential common shares outstanding during
the period. As the Company had a net loss during the period
presented, basic and diluted net income (loss) per share are
the same.
(3) RELATED PARTY TRANSACTIONS
Bachkine & Meyer Industries, S.A. ("BMI"), a stockholder of the
Company, has been advancing funds to the Company pursuant to a line of
credit agreement dated April 15, 1999 (the "BMI LOC"). As of June 30,
2000 (unaudited), $2,516,750 had been advanced to the Company under the
terms of this agreement. BMI and the Company agreed: to extend the
effective date that amounts of principal become subject to demand by
BMI to December 31, 2000 and that retroactive to January 1, 2000,
interest was no longer due on the principal of the BMI LOC. Previously,
BMI and the Company agreed that BMI will have the sole option to
convert part or all of principal and interest due under the line of
credit into common stock of the Company at a rate determined by an
independent committee of the Board of Directors.
In addition to the line of credit agreement discussed above,
B.A.M.I. Consulting, S.A. ("BAMI"), a British Virgin Islands
corporation and an affiliate of BMI, was entitled to receive a
monthly management consulting fee of $75,000 in exchange for
engineering expertise in the development and commercialization of
the NGP Process. For the period ended December 31, 1999, $675,000
(nine months' fees) of such fee had been accrued as general and
administrative expense. This amount has not been paid as of June 30,
2000. On April 15, 2000, BAMI and the Company entered into a
Termination Agreement in which it was agreed that because of the
change in the business focus that BAMI would allow its rights to
receive the monthly management consulting fee under the Consulting
Agreement to terminate as of December 31, 1999. At BAMI's sole
option, all or part of the balance of accrued consulting fees may be
converted into common stock of the Company at a rate determined by
an independent committee of the Board of Directors.
(continued)
5
<PAGE>
NEW GENERATION HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(4) WARRANTS
The Company declared a pro-rata distribution to each holder of its
common stock of record on October 14, 1999 consisting of a warrant to
purchase one share of the Company's common stock at an exercise price
of $6.00 per share for each four shares of common stock owned by the
stockholder. These warrants are not exercisable until the shares
purchasable upon exercise of the warrants have been registered under
the Securities Act of 1933 and expire on July 9, 2002. As a result of
this declaration, 2,960,706 warrants were issued. The shares underlying
the foregoing warrants are included in the Form SB-2 referred to in
(6) below.
During February 2000, the Company authorized the issuance of
warrants to purchase an aggregate of 165,000 shares with the
following terms: warrants for 75,000 shares with an exercise price
of $12.00 per share expiring on February 24, 2004 (the "Feb. 2004
Warrants") and warrants for 90,000 shares with an exercise price of
$12.00 per share expiring on March 5, 2004 (the "Mar. 2004
Warrants"). Concurrently, the Company issued 60,000 of the Mar. 2004
Warrants to 2 shareholders. On June 26, 2000, the Company issued
25,000 of the Feb. 2004 Warrants and 30,000 of the Mar. 2004
Warrants to 2 shareholders. The shares underlying the foregoing
warrants are included in the Form SB-2 referred to in (7) below.
(continued)
6
<PAGE>
NEW GENERATION HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(5) COMMITMENTS AND CONTINGENCIES
In conjunction with the incorporation of the Company, the Company
entered into consulting agreements with several third parties. Under
those agreements the Company is contractually obligated to issue, upon
the adoption of a stock option plan, options to purchase an aggregate
of 50,000 shares of the Company's common stock at exercise prices
ranging from $7.50 to $9.50 per share.
One of the Company's European patents related to the plastic
technology has been opposed by a third party. The Company has
received notice that a hearing on the opposition will be held in
Munich, Germany in February of 2001. Prior to that date the Company
expects to receive a preliminary finding of the European Patent
Office. While the Company believes its patent will be upheld in
substantially the form it was issued, the Company can provide no
assurances that it will be successful in its patent defense. An
adverse determination with respect to the enforceability of the
Company's European patent could have a material adverse effect on
the Company's plastic business and financial condition.
(6) NOTE RECEIVABLE
On June 5, 2000 the Company made a bridge loan to Double Impact,
Inc. in the amount of $500,000. The loan was due on July 17, 2000
and Double Impact has provided the Company 2,200,000 shares of
Strathmore Group Limited and is providing the Company with shares of
NBCi, Inc. for the balance of the collateral. The loan is currently in
default and the Company currently is assessing its right under the
Double Impact loan documents.
(7) SUBSEQUENT EVENTS
On July 10, 2000, the Company's Registration Statement on Form SB-2
was declared effective. The Form SB-2 registered for resale 7,807,388
shares of its Common Stock (including 3,170,706 shares of Common
Stock underlying outstanding warrants).
7
<PAGE>
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
You should read the following plan of operation in conjunction with the
financial statements and notes thereto contained elsewhere in this Form 10-QSB.
The following information contains forward-looking statements that are subject
to risks and uncertainties. If one or more of these risks and uncertainties
materialize, actual results may differ from those expressed or implied by the
forward-looking statements.
OVERVIEW
We are a development stage company that has not yet generated any
operating revenue. We have restructured our existing plastic business and
entered into a new business involving the development of, and investment in,
internet-related companies primarily located in Europe and the identification
of candidates for migration from North America to Europe. These two
businesses will be carried out in two of our subsidiaries formed for those
purposes. We are presently a holding company with no operations aside from
the ownership of the subsidiary corporations' stock.
PLASTIC BUSINESS
Over the course of the next twelve months, we anticipate that we
will engage in the following activities:
1. We expect to identify a master licensee and enter into an exclusive
master license agreement for use of our plastic technology. We
anticipate that our plastic subsidiary will receive royalty
payments on a per kilogram basis.
2. We expect to maintain patent and trademark filings.
3. We expect to provide any necessary administrative or technical
assistance to master licensee with regard to our plastic
technology.
The foregoing activities reflect the fact that we will no longer be
directly responsible for continuing research and development costs and
capital expenditures with regard to the commercialization of selected
applications for the plastic technology. We expect that the master licensee
will be responsible for all such costs.
INTERNET BUSINESS
Over the course of the next twelve months, we anticipate that we
will engage in the following activities:
1. We expect to identify and establish strategic partnerships with
firms that provide expertise that will benefit our Network
Companies.
2. We have established initial Development & Acceleration ("D&A")
sites in London, Geneva and Stockholm, and expect to establish
sites in Germany, Amsterdam, France, Belgium, Spain and Italy.
3. We anticipate hiring a Chief Investment Officer and Internet
Analyst.
4. We expect to identify candidates for migration from North America
to the European Union ("US 2 EU") and D&A. It is expected that
these candidates will be involved primarily in B2B e-commerce,
wireless Internet, or Internet infrastructure.
5. We anticipate entering into approximately four (4) US 2 EU and
fifteen (15) D&A ventures.
6. We expect that we will provide seed capital investments on the
order of $500,000 to a number of D&A companies.
7. We anticipate that we will invest an average of $1,500,000 in
select D&A Companies that we provided seed capital.
8. We anticipate that we will invest an average of $1,500,000 in
select US 2 EU Companies.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this Form 10-QSB, we have yet to generate any
operating revenue from our business operations. Consequently, we have been
dependent upon shareholder advances from Bachkine & Meyer Industries, S.A.
and private placements of our common stock to fund our cash requirements.
As of June 30, 2000, we had assets of $5,210,177 and liabilities of
$3,904,685. The biggest components of the liabilities are the loan due to
Bachkine & Meyer Industries, S.A. of $2,516,750 and the accrued consulting
fees of $675,000, due to BAMI Consulting, S.A., both of which may be converted
into equity at the obligee's option.
On April 10, 2000 we issued 66,675 shares of Common Stock to each of
Gauk Holding, Inc. and Mercer International, S.A. for $999,950. On May 24,
2000, we issued 146,603 to each of Gauk and Mercer for approximately
$2,200,000. On June 26, 2000, we issued 280,000 shares of Common Stock to
Jacques Mot, Paul Hokfelt, Gauk and Mercer for approximately $2,100,000.
PLASTIC BUSINESS
For the next twelve months, we anticipate that we will require
$150,000 in additional capital. We anticipate that these funds will either be
provided by additional loans from Bachkine & Meyer Industries, S.A. or from
the proceeds of a private placement of our equity securities. We do not plan
to purchase any significant equipment in the next twelve months.
INTERNET BUSINESS
Our Internet business is in its initial stage of development. This
business has not generated any operating revenues to date and we do not
expect any significant operating revenue to be generated in the next twelve
months. In order to operate this business in accordance with our current
business plan, we intend to raise a minimum of $60,000,000 in the next twelve
months. We anticipate that in the next 90 days, we will raise approximately
$10,000,000. We cannot guarantee that any new capital will be available to us
or that adequate funds for operations will be available as or when needed, or
on terms satisfactory to us. Our failure to obtain adequate additional
financing may require us to delay, curtail or scale back some or all of our
proposed activities and potentially to cease operations in both the plastic
and Internet businesses.
We expect that the Internet subsidiary will commit an aggregate of
approximately $50,000,000 to investments in Network Companies. In addition,
we expect that we will incur $3,200,000 of corporate overhead expenditures
for salaries, rent, expenses, and legal and accounting expenses. The
anticipated expenses for establishing and operating the initial network of
D&A sites will be $9,000,000.
YEAR 2000 ISSUE
We believe that our accounting and operational systems are year 2000
compliant. We received verification from GE/Fanuc that the process control
software for the NGP Technology was year 2000 compliant. We have not yet
experienced any material year 2000 operating problems and do not expect to
encounter any such problems.
9
<PAGE>
FACILITIES
We currently have a short term lease agreement for use of office
space and conference facilities with Regus Business Center Corp. at 245 Park
Avenue, 39th Floor; New York, New York 10167. The agreement is on a month to
month basis at a rate of $225, plus expenses and is sufficient to conduct the
day to day operations of our US based business. We have a lease for our Swiss
D&A facility at Rue des Pierres du Niton 17, CH-1207 Geneva, Switzerland at a
monthly rental of approximately $3,000. Through our indirect subsidiary, New
Generation Partners (UK) Limited we have established our D&A facility in
London at 10 Greycoat Place, Suite 114; London, SW1P 1SB, England SW1 at a
monthly rental of approximately $3,400. Finally, we have recently secured
office space with our partner Resco A.B. for our initial Scandanavian D&A
facility at S:t Eriksgatan 60a, E-112 34 Stockholm. Presently we pay no rent
for this space.
LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings.
FORWARD LOOKING STATEMENTS
When used in this Form 10-QSB, in filings by the Company with the
Securities and Exchange Commission (the "SEC"), in the Company's press releases
or other public or stockholder communications, or in oral statements made with
the approval of an authorized executive officer of the Company, the words or
phrases "would be," "will allow," "intends to," "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project," or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any forward
looking statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or may not be valid or actually occur,
and which involve various risks and uncertainties. The Company's actual results
for future periods could differ materially from those anticipated or projected.
Unless otherwise required by applicable law, the Company does not
undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no long-term debt as of June 30, 2000. The Company
invests in money market funds and, under its current policies, the Company
does not use interest rate derivative instruments to manage its exposure to
interest rate changes.
10
<PAGE>
PART II OTHER INFORMATION
Item 2. Changes in Securities
(c) On May 24, 2000, the Company issued 293,603 shares of its
Common Stock to Gauk Holding, Inc. (146,603) and Mercer
International, S.A. (146,603) in consideration for the receipt
of $2,199,045.
On June 15, 2000, the Company issued 2,021 shares of its
Common Stock, that are restricted under Regulation D of the
Securities Exchange Act of 1933, to WSDM LLC, an affiliate of
Westerman Shapiro Draghi & Miller, the Company's outside
counsel. Such shares were issued in partial payment for legal
fees due from the Company in the amounts of $16,120.
On June 26, 2000, the Company issued 280,000 shares of its
Common Stock to Jacques Mot (100,000), Paul Hokfelt (100,000),
Gauk Holding, Inc. (40,000) and Mercer International, S.A.
(40,000) in consideration for the receipt of $2,100,000.
On June 26, 2000, the Company issued warrants for purchase
of an aggregate of 30,000 shares of Common Stock with an
exercise price of $12.00 per share expiring on March 5,
2004 to one of its shareholders, Rudy Vunck, in
consideration for services rendered to the Company.
On June 26, 2000, the Company issued warrants for purchase of
an aggregate of 25,000 shares of Common Stock with an
exercise price of $12.00 per share expiring on February 24,
2004 to one of its shareholders, Van Moer & Santerre, in
consideration for services rendered to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
On May 17, 2000, the Company held its Annual Meeting of
Stockholders and the following matters were submitted to a vote of the
Stockholders:
1. The election of Directors to hold office for a term of one year and
until their successors are elected and qualified.
2. The transfer of all of the Company's assets and liabilities
relating to its existing plastic business to NG Plastic, Inc. a
wholly owned Delaware subsidiary that was subsequently renamed New
Generation Plastic, Inc.
3. The change of the Company's name from "New Generation Plastic,
Inc." to "New Generation Holdings, Inc."
11
<PAGE>
4. Approval of the 2000 Stock Compensation Plan pursuant to which
certain employees of the Company will receive options to purchase
shares of the Company's common stock.
5. Approve the appointment of KPMG LLP as the Company's independent
auditors for the year ending December 31, 2000.
At the Annual Meeting, the following individuals were elected to serve
as Directors of the Company for a term of one year: Paul Hokfelt, Jacques Mot,
Thomas R. Marshall, Marcel Rokegem, Terry Chabrowe, Marc E. Jaffe and Sylvie
Challande. Each of the Directors was elected by the affirmative vote of
8,005,046 shares with no negative votes and no abstentions. All other actions
submitted to a vote of the Stockholders at the Annual meeting were also approved
by the affirmative vote of 8,005,046 shares with no negative votes and no
abstentions.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are included with this report.
10(x) Form of Subscription Agreement
10(xi) Amendment to Line of Credit Agreement, dated July
15, 2000, between the Company and Bachkine &
Meyer Industries, S.A.
(b) Reports on Form 8-K
None.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
New Generation Holdings, Inc.
(Registrant)
Date: August 29, 2000 By: /s/ Paul Hokfelt
-------------------------------
Paul Hokfelt
Chief Executive Officer
By: /s/ Anna Karin Portunato
-------------------------------
Anna Karin Portunato
Interim Chief Financial Officer
13
