-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LxOuxocRuSiNZ+tLDjt0UI7AxbwZxRhdmHPE96iffbgLWVbYeJVQw0134zrkh9ku 394Myc83DmHO7mIfHd5zLw== 0001144204-07-010490.txt : 20070228 0001144204-07-010490.hdr.sgml : 20070228 20070228165548 ACCESSION NUMBER: 0001144204-07-010490 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070228 DATE AS OF CHANGE: 20070228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOT JACQUES CENTRAL INDEX KEY: 0001088561 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2127924104 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW GENERATION HOLDINGS INC CENTRAL INDEX KEY: 0001024605 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870559453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56703 FILM NUMBER: 07658702 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: (516) 622-9200 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 FORMER COMPANY: FORMER CONFORMED NAME: NEW GENERATION PLASTIC INC /DE/ DATE OF NAME CHANGE: 19990701 FORMER COMPANY: FORMER CONFORMED NAME: SW VENTURES INC DATE OF NAME CHANGE: 19980706 SC 13D/A 1 v067280_sc13da.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 2 /*/ New Generation Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 64446R108 - -------------------------------------------------------------------------------- (CUSIP Number) Jacques Mot c/o New Generation Holdings, Inc. 245 Park Ave New York, NY 10167 (212) 792-4030 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 16, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_| . /*/ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 64446R108 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jacques Mot - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland Nationality - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 39,872,076 SHARES ------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH REPORTING 39,872,076 ------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,872,076 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 to Schedule 13D relates to the common stock, par value $0.001 (the "Common Stock"), of New Generation Holdings, Inc. (the "Issuer"). The address of the Issuer's principal executive office is c/o 245 Park Avenue, New York, NY 10167. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended and restated in its entirety to read as follows: Pursuant to a Debt Exchange Agreement dated December 7, 2005 among Mr. Mot, the Issuer and its subsidiary, Plastinum Corp., Mr. Mot was issued a Convertible Promissory Note by the Issuer in the original principal amount of $753,304 representing outstanding amounts owed to him under his Consulting Agreement with the Issuer through December 31, 2004. The Convertible Promissory Note bore interest at a rate of 10% per annum, was payable on demand and was convertible at the option of Mr. Mot into shares of the Issuer's Preferred Stock, or into shares of Plastinum Preferred Stock, subject to stockholder approval of the "spin off" of Plastinum. The conversion rate under the note was $1.507 per share of Preferred Stock (whether of the Issuer or Plastinum) and each share of Preferred Stock was convertible into 73 shares of Common Stock subject to adjustment for stock splits, stock dividends or similar transactions. The funds used to purchase the Convertible Promissory Note were personal funds of Mr. Mot. On July 10, 2006, the Issuer, Mr. Mot, and Plastinum entered into an Election to Convert and Amendment to Debt Exchange Agreement which amended the Debt Exchange Agreement. Pursuant to the Election to Convert and Amendment to Debt Exchange Agreement, Mr. Mot converted the outstanding principal and accrued interest under the Convertible Promissory Note issued by the Issuer to Mr. Mot in the approximate outstanding balance of $796,645 into 528,629.58 shares of the Issuer's Series A Preferred Stock. On February 16, 2007, the Series A Preferred Stock automatically converted into 38,672,076 shares of the Issuer's Common Stock upon the filing of an Amendment to the Issuer's Certificate of Incorporation increasing the number of authorized shares of the Issuer's Common Stock to 150,000,000 shares. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety to read as follows: (a) Mr. Mot beneficially owns in the aggregate 39,872,076 shares of Common Stock including 38,772,076 shares of Common Stock owned of record and immediately exercisable options to purchase 1,100,000 shares of Common Stock at a purchase price of $1.18. Accordingly, under the beneficial ownership rules, Mr. Mot's shares represent approximately 44.4% of the Issuer's Common Stock. (b) Mr. Mot has the sole power to vote all of the shares of Common Stock beneficially owned by him. (c) Within the past 60 days, Mr. Mot has not made any transactions in the Common Stock other than the acquisition which is the subject of this filing. (d) No person, other than Mr. Mot, has the right to receive or the power to direct the receipt of the dividends from, or the proceeds from the sale of, the shares of Common Stock owned by Mr. Mot. (e) Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of: February 28, 2007 /s/ Jacques Mot ---------------------- Jacques Mot -----END PRIVACY-ENHANCED MESSAGE-----