SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

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


         DATE OF REPORT(DATE OF EARLIEST EVENT REPORTED): MARCH 29, 2006


                          NEW GENERATION HOLDINGS, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                   0-24623            13-4056896

  ----------------------------       -----------      ------------------
  (STATE OR OTHER JURISDICTION       (COMMISSION        (IRS EMPLOYER
        OF INCORPORATION)            FILE NUMBER)     IDENTIFICATION NO.)




                                 245 PARK AVENUE
                            NEW YORK, NEW YORK 10167

               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)



       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 792-4030



         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review


On March 29, 2006 the Registrant's Chairman of the Board and Chief Executive
Officer concluded that the Registrant's financial statements for the period
ended September 30, 2005 should no longer be relied upon. This conclusion was
based on conversations between the Company's independent auditors interim Chief
Financial Officer and Chief Executive Officer in connection with the
Registrant's year end audit pursuant to which it was determined that certain of
the Registrant's common stock purchase warrants should be reclassified as
derivative liabilities due to the fact that the Registrant does not have
sufficient authorized shares to enable the exercise of all of its outstanding
common stock purchase warrants.

Accordingly, the Company will restate its unaudited financial statements
disclosing the effect of the error in Amendment No. 1 to its Form 10-QSB/A for
the quarterly period ended September 30, 2005.

Authorized officers of the Company discussed this matter with the Company's
independent public accounting firm who agreed that the Company's unaudited
financial statements for the quarter ended September 30, 2005 could not be
relied upon and needed to be restated.











<PAGE>

                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             NEW GENERATION HOLDINGS, INC.

Dated: May 4, 2006                           By: /s/ Jacques Mot
                                                 -------------------------------
                                                  Jacques Mot
                                                  Chief Executive Officer and
                                                  Chairman of the Board
{"company-data": {"conformed-name": "NEW GENERATION HOLDINGS INC", "cik": "0001024605", "assigned-sic": "1311", "irs-number": "870559453", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24623", "film-number": "06808134"}, "business-address": {"street1": "245 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10167", "phone": "(516) 622-9200"}, "mail-address": {"street1": "245 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10167"}, "former-company": [{"former-conformed-name": "NEW GENERATION PLASTIC INC /DE/", "date-changed": "19990701"}, {"former-conformed-name": "SW VENTURES INC", "date-changed": "19980706"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

         DATE OF REPORT(DATE OF EARLIEST EVENT REPORTED): MARCH 29, 2006

                          NEW GENERATION HOLDINGS, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                   0-24623            13-4056896

  ----------------------------       -----------      ------------------
  (STATE OR OTHER JURISDICTION       (COMMISSION        (IRS EMPLOYER
        OF INCORPORATION)            FILE NUMBER)     IDENTIFICATION NO.)

                                 245 PARK AVENUE
                            NEW YORK, NEW YORK 10167

               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 792-4030

         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review

On March 29, 2006 the Registrant's Chairman of the Board and Chief Executive
Officer concluded that the Registrant's financial statements for the period
ended September 30, 2005 should no longer be relied upon. This conclusion was
based on conversations between the Company's independent auditors interim Chief
Financial Officer and Chief Executive Officer in connection with the
Registrant's year end audit pursuant to which it was determined that certain of
the Registrant's common stock purchase warrants should be reclassified as
derivative liabilities due to the fact that the Registrant does not have
sufficient authorized shares to enable the exercise of all of its outstanding
common stock purchase warrants.

Accordingly, the Company will restate its unaudited financial statements
disclosing the effect of the error in Amendment No. 1 to its Form 10-QSB/A for
the quarterly period ended September 30, 2005.

Authorized officers of the Company discussed this matter with the Company's
independent public accounting firm who agreed that the Company's unaudited
financial statements for the quarter ended September 30, 2005 could not be
relied upon and needed to be restated.
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             NEW GENERATION HOLDINGS, INC.

Dated: May 4, 2006                           By: /s/ Jacques Mot
                                                 -------------------------------
                                                  Jacques Mot
                                                  Chief Executive Officer and
                                                  Chairman of the Board