UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A-1

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                              OF THE EXCHANGES ACT

                 FOR THE TRANSITION PERIOD FROM _____ TO ______.

                         COMMISSION FILE NUMBER 0-23416

                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                   (STATE OR OTHER JURISDICTION OF 06-1255882
             INCORPORATION OR ORGANIZATION) (IRS IDENTIFICATION NO.)

                         33 CITY CENTRE DRIVE, SUITE 364
                       MISSISSAUGA, ONTARIO CANADA L5B 2N5
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (905) 306-9671
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

      CHECK WHETHER THE ISSUER: (1) FILED ALL REPORTS REQUIRED TO BE FILED
  BY SECTION 13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 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 [ ]

  THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK, $0.01 PAR
               VALUE, ON SEPTEMBER 12, 2003 WAS 11,908,002 SHARES.

           TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
                                 YES [ ] NO [X]

The financial statements included in this Form 10-QSB have not been reviewed
by the Company's independent auditors, nor any other independent
accountants, using professional standards and procedures for conducting such
reviews as established by generally accepted auditing standards.
Accordingly, the Company's independent auditors have not expressed any
opinion or any other form of assurance on such financial statements, assume
no responsibility for, and disclaim any association with such financial
statements.




<PAGE>

                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                    Page
PART I:   FINANCIAL INFORMATION
           <S>                                                                     <C>
           Item 1.  FINANCIAL STATEMENTS (UNAUDITED)

                    Condensed Consolidated Balance Sheet as of June 30, 2003          3

                    Condensed Consolidated Statements of Operations for the
                    Three Months Ended June 30,2003 and 2002 and Six Months
                    Ended June 30, 2003 and 2002                                      4

                    Condensed Consolidated Statements of Cash Flows for the
                    Three Months Ended June 30,2003 and 2002                          5

                    Notes to the Condensed Consolidated Financial Statements
                    Including Pro Forma Financial Statements                         6-8

            Item 2. Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                              9-10

            Item 3. Controls and Procedures                                           10

PART II:   OTHER INFORMATION

           Item 1.  Legal Proceedings                                                 11

           Item 2.  Changes in Securities                                             11

           Item 3.  Defaults Upon Senior Securities                                   11

           Item 4.  Submission of Matters to a vote of Security Holders               11

           Item 5.  Other Information                                                 11

           Item 6.  Exhibits and Reports on Form 8-K                                  11

                    Signatures                                                      12-13
</TABLE>

<PAGE>

                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                      Condensed Consolidated Balance Sheet
                                  June 30, 2003
                                   (Unaudited)

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

ASSETS

CURRENT ASSETS:
     Cash                                                        $     2,040
     Accounts receivable, net of allowance
       of $2,057                                                     161,360
     Prepaid expenses and other current assets                        29,394
                                                                 -----------
         Total Current Assets                                        192,794

PROPERTY AND EQUIPMENT - at cost, net                                 17,671

GOODWILL - net                                                            --
                                                                 -----------
                                                                 $   210,465
                                                                 ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
     Accounts payable                                            $   286,405
     Accrued expenses                                              1,501,326
     Deferred revenue                                                 80,874
     Note payable                                                    300,000
     Note payable to stockholders                                     25,000
                                                                 -----------
         Total Current Liabilities                               $ 2,193,605
                                                                 -----------

LONG-TERM LIABILITIES:
     Note Payable                                                    700,000
     Debenture Payable                                               100,000
     Rent Payable                                                    101,250
                                                                 -----------
         Total Liabilities                                       $ 3,094,855
                                                                 -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:
     Preferred stock, $.01 par value, 1,000,000 shares
         authorized: Series B, 35,000 shares authorized,
         issued and outstanding, liquidation value
         of $1,750,000,                                         $  1,410,464
     Class A common stock, voting, $.01 par
         value, 25,000,000 shares authorized, 11,908,002
         shares issued  and 11,859,077 shares outstanding            119,080
         Additional paid-in capital                               18,665,570
         Accumulated deficit                                     (22,918,455)
                                                                ------------
                                                                $ (2,723,341)
     Less: Treasury stock, 48,925 shares, at cost                   (161,049)
                                                                ------------

     Total Stockholders' Deficiency                               (2,884,390)
                                                                ------------
                                                                $    210,465
                                                                ============


The accompanying notes are an integral part of these condensed consolidated
financial statements. In addition, the "Subsequent Events" Note 9 and the Pro
Forma Financial Statements of the Corporation attached hereto are an integral
Part of these condensed consolidated financial statements.





                                      -3-
<PAGE>



                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED JUNE 30,           SIX MONTHS ENDED JUNE 30,
                                                   2003            2002                2003             2002
                                             ------------    ------------          ------------    ------------
<S>                                          <C>             <C>                   <C>             <C>
REVENUES:
  License fees, Implementation Services
   And Maintenance Fees                      $     47,065    $    399,274          $    219,834    $    529,300
                                             ------------    ------------          ------------    ------------
     TOTAL REVENUES                                47,065         399,274               219,834         529,300

COST OF SALES                                      64,758          32,435               142,020          91,393
                                             ------------    ------------          ------------    ------------

GROSS PROFIT (LOSS)                               (17,693)        366,839                77,814         437,907

SELLING, GENERAL AND ADMINISTRATIVE               422,360         738,329               716,252       1,456,911
                                             ------------    ------------          ------------    ------------

INCOME (LOSS) FROM OPERATIONS                    (440,053)       (371,490)             (638,438)     (1,019,004)
                                             ------------    ------------          ------------    ------------
OTHER INCOME (EXPENSES):
  Interest expense                                 (3,206)         (4,303)               (7,111)         (7,383)
  Interest income                                    --             1,998                  --             6,259
  Impairment of Goodwill                       (1,048,040)           --              (1,048,040)
  Financing cost                                     --              --                 (20,000)           --
  Other, net                                       17,566            --                  20,066            --
                                             ------------    ------------          ------------    ------------
      OTHER INCOME (EXPENSES), net             (1,033,680)         (2,305)           (1,055,085)         (1,124)
                                             ------------    ------------          ------------    ------------

NET INCOME (LOSS)                            $ (1,473,733)   $   (373,795)         $ (1,693,523)   $ (1,020,128)
                                             ============    ============          ============    ============

NET INCOME (LOSS) PER COMMON SHARE:
            Basic and diluted                $      (0.12)   $      (0.03)         $       (.14)   $       (.09)
                                             ============    ============          ============    ============
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING:
           Basic and diluted                   11,908,002      11,659,562            11,908,002      11,354,789

</TABLE>



The accompanying notes are an integral part of these condensed consolidated
financial statements. In addition, the "Subsequent Events" Note 9 and the Pro
Forma Financial Statements of the Corporation attached hereto are an integral
Part of these condensed consolidated financial statements.





                                      -4-
<PAGE>

                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           SIX MONTHS ENDED JUNE 30,
                                                              2003           2002
<S>                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                              $(1,693,523)   $(1,020,128)
   Adjustments to reconcile net loss to
    net cash used in operating activities:
        Depreciation and amortization                         10,592        507,641
        Changes in operating assets and liabilities:
            Accounts receivable                              315,755       (169,298)
            Prepaid expenses and other current assets         19,601         (3,857)
            Goodwill impairment                            1,048,040           --
         Accounts payable and accrued expenses                38,411       (138,802)
                     Deferred revenue                         34,312         (4,594)
                                                         -----------    -----------
CASH USED IN OPERATING ACTIVITIES                           (226,814)      (829,038)

CASH FLOWS USED IN INVESTING ACTIVITIES:
         Purchase of property and equipment                   (8,591)       (15,643)
         Software development costs                             --         (123,712)
                                                         -----------    -----------
                                                              (8,591)      (139,355)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
   Debenture proceeds                                        100,000           --
   Borrowings under Note payable - stockholder                  --             --
   Proceeds from Note payable                                105,000           --
      Accrued restructuring liabilities                         --          (96,212)
                                                         -----------    -----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES              205,000        (96,212)
                                                         -----------    -----------

NET DECREASE IN CASH                                         (30,405)    (1,064,605)

CASH AT BEGINNING OF PERIOD                                   32,445      1,435,030
                                                         -----------    -----------

CASH AT END OF PERIOD                                    $     2,040    $   370,425
                                                         ===========    ===========
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for:
           Interest                                      $     6,830    $     4,883
                                                         ===========    ===========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements. In addition, the "Subsequent Events" Note 9 and the Pro
Forma Financial Statements of the Corporation attached hereto are an integral
Part of these condensed consolidated financial statements.







                                      -5-
<PAGE>


                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1. BASIS OF PRESENTATION

Next Generation Technology Holdings, Inc. ("the Company") has incurred net
losses of $1,693,523 and $1,020,128 for the six months ended June 30, 2003 and
2002, respectively. Additionally, the Company had a working capital deficiency
of $2,000,811 and an accumulated deficit of $22,918,455 at June 30, 2003, and
negative cash flows from operating activities of $226,814 and $829,038 for the
six months ended June 30, 2003 and 2002, respectively. In addition, on July 24,
2003, the Company filed a voluntary petition under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") (Case No. 03-14711).

Pursuant to a Secured Promissory Note dated May 5th, 2003 and a Stock Pledge
Agreement of the same date, entered into as between the Company and Mr. Donald
C. Schmitt, the Company's former Chairman, it received a notice from Mr. Schmitt
on July 22nd, 2003, declaring that the outstanding principle of the Note in the
amount of $100,000 and all accrued interest be immediately due and payable by
virtue of the fact that the Company is insolvent, an event of default under the
agreement. As such, Mr. Schmitt exercised his right to receive all of the shares
of the Company's wholly owned subsidiary, namely HealthyConnect.com,Inc.
("HealthyConnect"), which were pledged as security of the Note, thereby becoming
the sole shareholder of HealthyConnect

The Company will continue to manage its properties and operate its business as a
"debtor in possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code. The unaudited
interim condensed consolidated financial statements included herein were
prepared pursuant to the rules and regulations for interim reporting under the
Securities Exchange Act of 1934, as amended. Accordingly, certain information
and footnote disclosures normally accompanying the audited financial statements
have been omitted. The unaudited interim financial statements and notes thereto
should be read in conjunction with the audited financial statements and notes
thereto contained in the Annual Report on Form 10-KSB of the Company for the
year ended December 31, 2002. The unaudited interim financial statements
accompanying this report contain all adjustments which in the opinion of
management are necessary to ensure that the financial statements are not
misleading. Results for the interim periods are not necessarily indicative of
results for the full year.


2. NATURE OF ACTIVITIES

The Company is a web management information technology company with offices in
Toronto, Canada, with proprietary software and web architecture engineering
capabilities. The combination of products and services enables the Company to
create a web environment that will reduce operational costs. The value-added
planning, implementation and support services ensure smooth information systems
integration. These tools serve to decrease the time required for the acquisition
and distribution of information, thus liberating resources that can then be used
for information processing. The result is more efficient workflow, empowering
clients to provide a higher quality of service to their customers.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL - These condensed consolidated financial statements are expressed in
United States Dollars, which is the functional currency and are prepared in
accordance with United States generally accepted accounting principles.

REVENUE RECOGNITION - SOFTWARE BUSINESS - The Company's significant revenues are
generated from licensing, implementation and maintenance and support related to
its software applications. The Company uses the following criteria for revenue
recognition:

- Licensing fees are recognized at the time of delivery and acceptance of the
  software by the customer.
- Revenues from installation and implementation services are recognized on a
  percentage of completion basis as the services are provided.
- Maintenance and support revenues are deferred and recognized on a
  straight-line basis over the terms of the contract.

ADOPTION OF NEW ACCOUNTING STANDARD - The Company adopted SFAS No. 148 effective
on December 31, 2002, "Accounting for Stock-based Compensation - Transition and
Disclosure." As permitted under SFAS No. 123, the Company continues to apply the
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." As required under SFAS No. 148, the following table presents pro
forma net loss per common share for basic and diluted as if the fair value-based
method had been applied to all awards of options granted by the Company.


<TABLE>
<CAPTION>
                                               Six Months Ended     Six Months Ended
                                                 June 30, 2003        June 30, 2002
<S>                                              <C>                  <C>
Net Loss - as reported                           $(1,693,523)         $(1,020,128)

Stock-based  employee  compensation cost
determined under fair value method, net
of tax effects                                       (24,663)             (27,819)
                                                 -----------          -----------
Net loss - pro forma                             $(1,718,186)         $(1,047,947)
                                                 -----------          -----------
Net loss per common share

Basic and diluted:
Net Loss - as reported                           $     (0.14)         $     (0.09)

Per share stock-based employee compensation
cost determined under fair value method, net
of tax effects                                          --                   --

                                                 -----------          -----------
Net loss - pro forma                             $     (0.14)         $     (0.09)
                                                 -----------          -----------
</TABLE>

<PAGE>

The Black-Scholes option valuation model was used to estimate the fair value of
the options granted. The model includes subjective input assumptions that can
materially affect the fair value estimates. The model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and that are fully transferable. For example, the expected volatility is
estimated based on the most recent historical period of time equal to the
weighted average life of the options granted. Options issued under the Company's
option plans have characteristics that differ from other options that are
traded. In management's opinion, this valuation model does not necessarily
provide a reliable single measure of the fair value of its employee stock
options. Principal assumptions used in applying the Black-Scholes model along
with the results from the model were as follows:

                                                       2003             2002
                                                  -----------     -----------
                  Periods ended June 30,

                  Assumptions:
                  Risk-free interest rate               4.07%           5.02%
                  Expected life, in months               114             102
                  Expected volatility                    281%            267%

                  Results:
                  Fair value of options granted        $0.18          $ 0.35


4. NET LOSS PER COMMON SHARE

For the six months ended June 30, 2003 and 2002, basic and diluted net loss per
common share have been calculated using the weighted average number of common
shares outstanding during each period. All options and warrants were omitted
from the computation of diluted net loss per common share because the options
and warrants are antidilutive. For the six months ended June 30, 2003 and 2002,
1,902,100 and 1,802,100 shares, respectively, attributable to outstanding stock
options, warrants and Series B Preferred Stock (convertible into 175,000 shares
of common stock at any time and to be adjusted based on an antidilution
provision on new issuance of common stock) were excluded from the calculation of
diluted earnings per share because the effect was antidilutive.

5. RECENT ACCOUNTING PRONOUNCEMENTS

In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Statement Accounting Standard ("SFAS") SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
The Statement amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under Statement 133. This Statement is effective for
contracts entered into or modified after June 30, 2003, except as stated below
and for hedging relationships designated after June 30, 2003. The guidance
should be applied prospectively. The provisions of this Statement that relate to
Statement 133 Implementation Issues that have been effective for fiscal quarters
that began prior to June 15, 2003, should continue to be applied in accordance
with their respective effective dates. In addition, certain provisions relating
to forward purchases or sales of when-issued securities or other securities that
do not yet exist, should be applied to existing contracts as well as new
contracts entered into after June 30, 2003. The adoption of SFAS No. 149 is not
expected to have an impact on the Company's financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullified Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. A fundamental conclusion reached by
the FASB in this statement is that an entity's commitment to a plan, by itself,
does not create a present obligation to others that meets the definition of
liability. SFAS No. 146 also establishes that fair value is the objective for
initial measurement of the liability. The provisions of this statement are
effective for exit or disposal activities that are initiated after December 31,
2002, with early application encouraged. Previously issued financial statements
shall not be restated. The Company has adopted this statement and the adoption
of SFAS No. 146 has not had a material effect on the Company's financial
position, results of operations or cash flows,


6. NOTE PAYABLE

In October 2002, the Company arranged a $300,000 operating line of credit with
the Key Bank for general operating purposes. This Line of Credit is guaranteed
by a stockholder of the Company and the guarantee will continue in full force
until the balance is fully paid. Advances against the line of credit bear
interest at the prime bank rate of 4.25% at June 30, 2003 and are evidenced by a
demand note and collateralized by the Company's assets. At June 30, 2003 there
was an outstanding balance of $300,000 under the line of credit.


7. LITIGATION

October 5th, 1999, one of the Company's former suppliers, Pate's Bakery LLC
("Pate"), filed suit against the Company in the Circuit Court of Cook County,
Illinois, claiming breach of contract and bad faith dealing. On May 8th, 2003,
the parties agreed to settle their lawsuit on terms previously disclosed. The
Company was unable to meet its obligations under the settlement.

On July 24th, 2003, the Company filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") (Case No. 03-14711). As a result
of the said filing, the suit filed by Pate as against the Company was stayed
pursuant to the Bankruptcy Code.

                                      -6-
<PAGE>



8. CONTINGENCIES AND COMMITMENTS

The Company does not have liability insurance coverage as of December 31, 2002
to the present time.


9. SUBSEQUENT EVENTS

On July 24th, 2003, the Company filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") (Case No. 03-14711).

Pursuant to a Secured Promissory Note dated May 5th, 2003 and a Stock Pledge
Agreement of the same date, entered into as between the Company and Mr. Donald
C. Schmitt, the Company's former Chairman, it received a notice from Mr. Schmitt
on July 22nd, 2003, declaring that the outstanding principle of the Note in the
amount of $100,000 and all accrued interest be immediately due and payable by
virtue of the fact that the Company is insolvent, an event of default under the
agreement. As such, Mr. Schmitt exercised his right to receive all of the shares
HealthyConnect which were pledged as security of the Note, thereby becoming the
sole shareholder of HealthyConnect.

The Company will continue to manage its properties and operate its business as a
"debtor in possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code.

10. PRO FORMA FINANCIAL STATEMENTS

These Condensed Consolidated Financial Statements include the Pro Forma
presentation of the Company after taking into effect the exercise of the rights
under the security agreement of the Company's former Chairman. (See Note 9). The
Pro Forma Financial Statements have been prepared on the basis of the continuing
assets and liabilities of the Company as presented in the voluntary petition
under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") (Case No.
03-14711).

                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                             Pro Forma Balance Sheet
                                  June 30, 2003
                                   (Unaudited)
ASSETS

CURRENT ASSETS:
     Cash                                                       $        330
     Accounts receivable, net of allowance
       of $200,035                                                        --
     Investments in and advances to HealthyConnect, Inc.,
      at net realizable value                                             --
     Prepaid expenses and other current assets                        23,603
                                                                ------------
         Total Current Assets                                         23,933

INVESTMENT IN HEALTHYCONNECT.COM,INC.                                      1
                                                                ------------
                                                                $     23,934
                                                                ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
     Accounts payable                                           $    313,631
     Accrued expenses                                              1,573,583
     Debenture payable                                               100,000
     Note payable                                                    300,000
     Accrued professional fees                                        81,222
                                                                ------------
         Total Current Liabilities                              $  2,368,437
                                                                ------------
STOCKHOLDERS' DEFICIENCY:
     Preferred stock, $.01 par value, 1,000,000 shares
         authorized: Series B, 35,000 shares authorized,
         issued and outstanding, liquidation value
         of $1,750,000,                                         $  1,750,000
     Class A common stock, voting, $.01 par value,
         25,000,000 shares authorized, 11,908,002
         shares issued and 11,859,077 shares
         outstanding                                                 119,080
         Additional paid-in capital                               18,765,381
         Accumulated deficit                                     (22,817,914)
                                                                ------------
                                                                $ (2,183,453)
     Less: Treasury stock, 48,925 shares, at cost                   (161,050)
                                                                ------------

     Total Stockholders' Deficiency                             $ (2,344,503)

                                                                ------------
                                                                $     23,934
                                                                ============

The accompanying notes are an integral part of these condensed consolidated
financial statements.




                                      -7-
<PAGE>

                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                       Pro Forma Statements of Operations
                                   (Unaudited)

                                            SIX MONTHS ENDED JUNE 30,
                                               2003            2002

GENERAL AND ADMINISTRATIVE                 $   369,261    $   188,236

OTHER INCOME (EXPENSES):
  Interest expense                              (6,830)        (4,883)
  Interest income                                    4          6,259
  Financing cost                               (20,000)          --
  Writedown of HCI Investment               (3,046,879)          --
  Write off of investments and advances     (2,403,654)          --
  Other, net                                    20,066          1,520
                                           -----------    -----------
      OTHER INCOME (EXPENSES), net          (5,457,293)         2,896
                                           -----------    -----------

NET INCOME (LOSS)                          $(5,826,554)   $  (185,340)
                                           ===========    ===========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

11. WRITE DOWN OF INVESTMENTS AND ADVANCES

The Company has advanced a total of $2,403,654 to its former 100% owned
subsidiary HealthyConnect, Inc., in the ordinary course of business. Management
of Next Generation Technology Holdings, Inc. has written down the investments
and advances to their estimated net realizable value which is NIL.




                                      -8-
<PAGE>


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the consolidated
financial statements. Certain statements contained herein may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. Factors that could cause actual
results to differ materially include, but are not limited to, risks associated
with the integration of businesses following an acquisition, competitors with
broader product lines and greater resources, emergence into new markets, the
termination of any of the Company's significant contracts, the Company's
inability to maintain working capital requirements to fund future operations or
the Company's inability to attract and retain highly qualified management,
technical and sales personnel.

SUBSEQUENT EVENTS

On July 24th, 2003, the Company filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") (Case No. 03-14711).

Pursuant to a Secured Promissory Note dated May 5th, 2003 and a Stock Pledge
Agreement of the same date, entered into as between the Company and Mr. Donald
C. Schmitt, the Company's former Chairman, it received a notice from Mr. Schmitt
on July 22nd, 2003, declaring that the outstanding principle of the Note in the
amount of $100,000 and all accrued interest be immediately due and payable by
virtue of the fact that the Company is insolvent, an event of default under the
agreement. As such, Mr. Schmitt exercised his right to receive all of the shares
of the Company's wholly owned subsidiary, namely HealthyConnect which were
pledged as security of the Note, thereby becoming the sole shareholder of
HealthyConnect.

The Company will continue to manage its properties and operate its business as a
"debtor in possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code.

CRITICAL ACCOUNTING POLICIES

The policies discussed below are considered by management to be critical to an
understanding of the Company's financial statements because their application
places the most significant demands on management's judgment, with financial
reporting results relying on estimation about the effect of matters that are
inherently uncertain. Specific risks for these critical accounting policies are
described below. For these policies, management cautions that future events
rarely develop as forecast, and that best estimates may routinely require
adjustment. Goodwill of $3,200,000 acquired in the acquisition of HealthyConnect
in October 2001 has not been amortized. Effective January 1, 2002, such goodwill
must be tested for impairment at least annually and written down whenever fair




                                      -9-
<PAGE>


value is less than carrying value. Thus, temporary declines in the value of
goodwill may have an immediate and material impact on earnings. Assessment of
impairment will require a rigorous, detailed and disciplined approach, involving
the development of methodologies, assumptions and models to estimate fair value
that are consistent with the way the Company operates its business. It may also
be necessary to engage third party valuation experts to assist in the estimation
of fair value. The Company had recognized a goodwill impairment loss of
$2,229,618 in the fourth quarter of 2002. Since the Company filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code on July 24, 2003,
the Company recognized another goodwill impairment loss of $1,048,040 in the
second quarter of 2003, thereby leaving the Company with no goodwill recorded on
its books.

Loss contingencies are recorded as liabilities when it is probable that a
liability has been incurred and the amount of the loss is reasonably estimable.
Disclosure is also required when there is a reasonable possibility that the
ultimate loss will exceed the recorded provision. Estimating probable losses
requires development of multiple forecasts that often depend on the judgments
about potential actions by third parties. In the opinion of management, loss
contingencies have been adequately addressed, as discussed in Note 8 to the
condensed consolidated financial statements.

RESULTS OF OPERATIONS

NET SALES:
Net sales of the Company decreased $352,209 (88%) to $47,065 for the quarter
ended June 30, 2003 compared to net sales of $399,274 for the quarter ended June
30, 2002. The net sales for the six months ended June 30, 2003 decreased 58% to
$219,834 compared to $529,300 for the six months ended June 30, 2002. This is
largely due to the 2002 second quarter sales being significantly higher as a
result of a "one-time only sale" to a foreign-based customer.

GROSS PROFIT (LOSS):
Gross profit of the Company decreased to $(17,693) for the second quarter ended
June 30, 2003 compared to a Gross profit of $366,839 for the second quarter
ended June 30, 2002. Similarly, for the six months ended June 30, 2003, gross
profit decreased $360,093 (82%). The decrease in gross profit, for the second
quarters, in both 2003 and 2002 was primarily due to the "one-time only" sale to
a foreign-based customer.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Selling, general and administrative expenses of the Company decreased 43% to
$422,360 for the quarter ended June 30, 2003, as compared to a total of $738,329
for the quarter ended June 30, 2002. The higher costs in 2002 were primarily
attributable to software amortization costs which were then fully amortized in
2002. For the six months ended June 30, 2003, selling, general and
administrative expenses decreased $740,659 or 51%. The lower expenses in 2003
were mainly due to reduced overhead and not software authorization cost in 2003
costs.

OTHER INCOME (EXPENSE):
Other income was $17,566 for the quarter ended June 30, 2003 due to the
adjustment of certain operating accounts. Subsequent to August 2003 a creditor
exercised his rights under a security agreement and the Company was required to
surrender its shares in HealthyConnect to the secured lender. Accordingly the
Investment in HealthyConnect.com Inc. has been written down to $1 on the pro
forma statement as at June 30, 2003 (see Note 10) to reflect its realizable
value and a goodwill impairment charge of $1,048,040 has been recorded in the
second quarter which brings Goodwill associated with the HealthyConnect
investment to NIL. Pursuant to the same transaction, Next Generation Technology
Holdings, Inc. had advanced approximately $2,403,654 to HealthyConnect, in the
ordinary course of business operations. Management believes the entire
receivable amount to be uncollectible and has provided for an allowance in the
amount of $2,403,654 being the entire amount of the advances on the pro forma
statements (see Note 11).

PROVISION FOR INCOME TAXES:
The provision for income taxes for each of the quarters ended June 30, 2003 and
2002 was zero due to a net operating loss for those periods, for which a
valuation allowance was provided to reduce the tax benefit of this loss to zero.

NET LOSS:
Net loss of the Company was $1,473,733 for the quarter ended June 30, 2003 as
compared to a net loss of $373,795 for the quarter ended June 30,2002. The
increased loss is attributable to lower sales and a charge to goodwill in the
amount of $1,048,040. The increase in net loss to $1,693,523 for the six months
ended June 30,2003 compared to $1,020,128 for the six months ended June 30, 2002
resulted from a Goodwill impairment charge in the amount of $1,048,040, offset
by not having any software authorization costs in 2003.

DIVIDENDS:
The Company did not declare any dividends during each of the quarters ended June
30, 2003 and 2002.

LIQUIDITY AND CAPITAL RESOURCES:
As of June 30, 2003, the Company had a working capital deficit of approximately
$2,000,000 as compared to a working capital deficit of approximately $1,649,000
as of March 31, 2003. The Company's cash balance as of June 30, 2003 was $2,040.


ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the Company's disclosure controls and procedures (as such term is defined in
Rule 13a-14 (c ) under the Exchange Act) as of a date within 90 days of the date
of this Form 10-QSB. Based upon such evaluation, the Company's Chief Executive
Officer and Chief Financial Officer have concluded that such controls and
procedures are effective to ensure that the information required to be disclosed
by the Company in the reports it files under the Exchange Act is gathered,
analyzed and disclosed with adequate timeliness. There have been no significant
changes in the Company's internal controls subsequent to the date of the
evaluation described above.





                                      -10-
<PAGE>


PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

October 5th, 1999, one of the Company's former suppliers, Pate's Bakery LLC
("Pate"), filed suit against the Company in the Circuit Court of Cook County,
Illinois, claiming breach of contract and bad faith dealing. On May 8th, 2003,
the parties agreed to settle their lawsuit on terms previously disclosed. The
Company was unable to meet its obligations under the settlement.

On July 24th, 2003, the Company filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") (Case No. 03-14711). As a result
of the said filing, the suit filed by Pate as against the Company was stayed
pursuant to the Bankruptcy Code.

CONTINGENCIES AND COMMITMENTS

The Company does not have liability insurance coverage as of December 31, 2002
to the present time.

ITEM 2. Changes in Securities: None

ITEM 3. Defaults Upon Senior Securities: None

ITEM 4. Submission of Matters to a vote of Security Holders: None

ITEM 5. Other Information:

SUBSEQUENT EVENTS

On July 24th, 2003, the Company filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") (Case No. 03-14711).

Pursuant to a Secured Promissory Note dated May 5th, 2003 and a Stock Pledge
Agreement of the same date, entered into as between the Company and Mr. Donald
C. Schmitt, the Company's former Chairman, it received a notice from Mr. Schmitt
on July 22nd, 2003, declaring that the outstanding principle of the Note in the
amount of $100,000 and all accrued interest be immediately due and payable by
virtue of the fact that the Company is insolvent, an event of default under the
agreement. As such, Mr. Schmitt exercised his right to receive all of the shares
of the Company's wholly owned subsidiary, namely HealthyConnect which were
pledged as security of the Note, thereby becoming the sole shareholder of
HealthyConnect.

The Company will continue to manage its properties and operate its business as a
"debtor in possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code.


ITEM 6. Exhibits and Reports on Form 8-K

a) Exhibits

99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 by Carl Pahapill


b) Reports on Form 8-K.

The Company filed a Report on Form 8-K dated August 11, 2003, reporting the
changes detailed in item 5 above.





                                      -11-
<PAGE>



                                   SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                   NEXT GENERATION TECHNOLOGIES HOLDINGS, INC.


Dated November 3, 2003             By:  /S/ CARL PAHAPILL
                                   ----------------------------------------
                                   Name:  Carl Pahapill
                                   Title: Chairman of the Board, President,
                                   Chief Executive Officer,  and Director



Dated November 3, 2003             By:  /S/ DONALD C. SCHMITT
                                   ----------------------------------------
                                   Name:  Donald C. Schmitt
                                   Title: Chief Financial Officer




                                      -12-
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