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

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

                                       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                                06-1255882
               --------                                ----------
 (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER INCORPORATION OR
           ORGANIZATION)                              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 AUGUST 7, 2002 WAS 11,908,002
                                     SHARES.

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


<PAGE>


                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.

                          INDEX TO FINANCIAL STATEMENTS


                                                                            Page
PART I:              FINANCIAL INFORMATION


       ITEM 1.             FINANCIAL STATEMENTS

                           Consolidated Balance Sheet as of June 30, 2002      1

                           Consolidated Statements of Operations for the
                           Three and Six Months Ended June 30, 2002 and 2001   2

                           Consolidated Statements of Cash Flows for the
                           Six Months Ended June 30, 2002 and 2001             3

                           Notes to the Consolidated Financial Statements    4-6


       ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                              CONDITION AND RESULTS OF OPERATIONS            6-9

PART II:   OTHER INFORMATION

       Item 1.             Legal Proceedings                                   9

       Item 2.             Changes in Securities                              10

       Item 3.             Defaults Upon Senior Securities                    10

       Item 4.             Submission of Matters to a vote of
                              Security Holders                                10

       Item 5.             Other Information                                  10

       Item 6.             Exhibits and Reports on Form 8-K                   10

                           Signatures                                         10


<PAGE>


PART I:          FINANCIAL INFORMATION
    ITEM 1.:            FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                           Consolidated Balance Sheet
                                  June 30, 2002
                                   (Unaudited)

                                     ASSETS
CURRENT ASSETS:
<S>                                                                                  <C>
       Cash                                                                          $    370,425
       Accounts receivable, net of allowance
             of $7,245                                                                    276,852
       Receivable from baked food products,
          net of allowance of $647,385                                                    195,251
       Prepaid expenses and other current assets                                          106,922
                                                                                     ------------
                Total Current Assets                                                      949,450
                                                                                     ------------

PROPERTY AND EQUIPMENT - at cost, net                                                      25,059

SOFTWARE DEVELOPMENT COSTS                                                                123,712

GOODWILL                                                                                3,167,658
                                                                                     ------------
                                                                                     $  4,265,879
                                                                                     ============
                              LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
       Accounts payable                                                              $     86,314
       Accrued expenses                                                                   546,142
       Accrued baked food product expenses                                              1,443,717
       Deferred revenue                                                                    33,431
       Note payable to shareholder                                                         25,000
       Current portion of restructuring liability                                          11,181
                                                                                     ------------
                Total Current Liabilities                                               2,145,785
                                                                                     ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
       Series B preferred stock, $.01 par value, 1,000,000 shares authorized,
             35,000 shares 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 including shares held in treasury                   119,080
       Additional paid-in capital                                                      18,524,250
       Accumulated deficit                                                            (17,772,651)
                                                                                     ------------
                                                                                        2,281,143
       Less:  Treasury stock, at cost                                                     161,049
                                                                                     ------------

                Total Stockholders' Equity                                              2,120,094
                                                                                     ------------
                                                                                     $  4,265,879
                                                                                     ============
</TABLE>


              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                       CONSOLIDATED FINANCIAL STATEMENTS.





                                      -1-
<PAGE>

<TABLE>
<CAPTION>


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

                                                Three Months Ended June 30,          Six Months Ended June 30,
                                              ------------------------------  --------------------------------
                                                  2002           2001               2002           2001
                                              ------------------------------  --------------------------------
                                                               (Restated -                   (Restated -
                                                               See Note 1)                   See Note 1)

<S>                                           <C>             <C>             <C>             <C>
NET SALES                                     $    399,274    $       --      $    529,300    $       --

COST OF SALES                                       32,435            --            91,393            --
                                              ------------    ------------    ------------    -----------

GROSS PROFIT                                       366,839            --           437,907            --

SELLING, GENERAL AND ADMINISTRATIVE                738,329         353,036       1,456,911         400,373
                                              ------------    ------------    ------------    -----------

LOSS FROM OPERATIONS                              (371,490)       (353,036)     (1,019,004)       (400,373)
                                               ------------    ------------    ------------    -----------

OTHER INCOME (EXPENSES):
      Interest expense                              (4,303)         (7,656)         (7,383)        (19,064)
      Interest income                                1,998          17,774           6,259          65,757
                                               ------------    ------------    ------------    -----------
             OTHER INCOME (EXPENSES), net           (2,305)         10,118          (1,124)         46,693
                                               ------------    ------------    ------------    -----------

NET LOSS                                          (373,795)       (342,918)     (1,020,128)       (353,680)

LESS:  PREFERRED STOCK DIVIDENDS                      --              --              --           271,875
                                              ------------    ------------    ------------    -----------

NET LOSS TO COMMON STOCKHOLDERS               $   (373,795)   $   (342,918)   $ (1,020,128)   $   (625,555)
                                              =============   =============    ============    ============

NET LOSS PER COMMON SHARE,
             basic and diluted               $       (0.03)  $       (0.06)   $      (0.09)   $      (0.11)
                                             =============   =============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING, basic and diluted     11,659,562       5,717,672      11,354,789       5,686,864
                                             =============   =============    ============    ============


</TABLE>












                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.


                                      -2-
<PAGE>


<TABLE>
<CAPTION>

                                                               Six Months Ended June 30,
                                                             -----------------------------
                                                                   2002        2001
                                                             ------------   --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                          <C>            <C>
       Net loss                                              $(1,020,128)   $  (353,680)
       Adjustments to reconcile net loss to
         net cash used in operating activities:
           Depreciation and amortization                         507,641           --
           Provision for bad debts                                  --         (875,606)
           Changes in operating assets and liabilities:
                 Accounts receivable                            (169,298)       875,606
                 Prepaid expenses and other current assets        (3,857)      (102,596)
                 Other assets                                       --          (27,514)
                 Accounts payable and accrued expenses          (138,802)        82,912
                 Deferred revenue                                 (4,594)          --
                                                             -----------     ----------
NET CASH USED IN OPERATING ACTIVITIES                           (829,038)      (400,878)
                                                             -----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of property and equipment                        (15,643)          --
       Software development costs                               (123,712)          --
                                                             -----------     ----------
CASH USED IN INVESTING ACTIVITIES                               (139,355)          --
                                                             -----------     ----------

CASH FLOWS FROM FINANCING ACTIVITY:
       Accrued restructuring liabilities                         (96,212)       (85,576)
                                                             -----------     ----------
CASH USED IN FINANCING ACTIVITY                                  (96,212)       (85,576)
                                                             -----------     ----------

NET DECREASE IN CASH                                          (1,064,605)      (486,454)

CASH, BEGINNING OF PERIOD                                      1,435,030        741,597

                                                             -----------     ----------
CASH, END OF PERIOD                                          $   370,425     $  255,143
                                                             ===========     ==========

Supplemental Disclosure of Cash Flow Information:
       Cash paid during the period for:
           Interest                                          $     4,883     $   19,064
                                                             ===========     ==========
</TABLE>


Supplemental Disclosure of Noncash Investing and Financing Activities:

       In the first quarter of 2002, the Company issued 169,000 shares of common
       stock in settlement of $103,000 in accrued expenses for software services
       as of December 31, 2001. The common stock was valued based on the date
       the Company entered into an agreement to settle the accrued expenses.


       In the second quarter of 2002, the Company issued 745,320 shares of
       common stock to a certain former warrant holder, which was converted into
       common stock prior to 2001. This issuance of additional shares of common
       stock was a result of additional issuance of common stock in 2001 and
       2002 and is in accordance with the antidilution provisions of the
       warrant. This transaction was recorded as a common stock dividend and
       valued at $268,315 based on the quoted market price on the date of
       issuance.

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                       CONSOLIDATED FINANCIAL STATEMENTS.



                                      -3-
<PAGE>




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


1.         BASIS OF PRESENTATION AND RESTATEMENT

           The unaudited interim 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 consolidated financial statements
           have been omitted. The unaudited interim consolidated financial
           statements and notes thereto should be read in conjunction with the
           audited consolidated financial statements and notes thereto contained
           in the Annual Report on Form 10-K of Next Generation Technology
           Holdings, Inc. (the "Company") for the year ended December 31, 2001.
           The unaudited interim consolidated financial statements accompanying
           this report contain all adjustments, which in the opinion of
           management are necessary to ensure that the consolidated financial
           statements are not misleading. Results for the interim periods are
           not necessarily indicative of results for the full year.

           During the year 2001, the Company determined that beneficial
           conversion features associated with the issuance of its Series B,
           Series C and Series D Preferred Stock should have been reflected as
           an increase in the net loss available to common stockholders for
           purposes of computing loss per common share for the three months
           ended March 31, 2001. As a result, loss per share, as reflected in
           the consolidated statement of operations, has been restated for the
           three months and six months ended June 30, 2001. The impact of this
           restatement was to increase the basic and diluted loss per share by
           $0.05 for each of the three months and six months ended June 30,
           2001.

           The accompanying consolidated financial statements have been prepared
           assuming that the Company will continue as a going concern. The
           Company has incurred net losses of approximately $1,020,000 and
           $354,000 for the six months ended June 30, 2002 and 2001,
           respectively. Additionally, the Company had a net working capital
           deficiency of approximately $1,196,000, and accumulated deficit of
           $17,772,651 at June 30, 2002 and negative cash flows from operations
           for the six months ended June 30, 2002 and 2001, of approximately
           $829,000, and $401,000, respectively. Those conditions raise
           substantial doubt about the Company's ability to continue as a going
           concern. Management expects cash flows from operations to improve in
           the fourth quarter of the year ending December 31, 2002,
           primarily as a result of an increase in sales and plans to raise
           capital through various methods to achieve their business plans. The
           accompanying consolidated financial statements do not include any
           adjustments that might be necessary should the Company be unable to
           continue as a going concern.

2.         LOSS PER COMMON SHARE

           For the six months ended June 30, 2002 and June 30, 2001, and for the
           three months ended June 30, 2002 and June 30, 2001, basic and diluted
           loss per common share have been calculated using the weighted average
           number of shares of common shares outstanding during each period. All
           options and warrants were omitted from the computation of diluted
           loss per common share for these periods because the options and
           warrants are antidilutive.

3.         RECENT ACCOUNTING PRONOUNCEMENTS

           a.  Effective January 1, 2002, the Company adopted SFAS No. 142
               "Goodwill and Other Intangible Assets." Under SFAS No. 142,
               goodwill acquired in the acquisition of HealthyConnect, Inc. in
               October 2001 has not been amortized, and will instead be tested
               annually for impairment.

               As of June 30, 2002, the fair value of the Company, as evidenced
               by the quoted market price of its common shares, exceeded its
               carrying value, and in the opinion of management there is no
               goodwill impairment loss at that date.



                                      -4-
<PAGE>


               Accordingly, the adoption of SFAS No. 142 had no impact on the
               Company in the three and six months ended June 30, 2002.

           B.  In August 2001, the FASB issued Statement of Financial Accounting
               Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or
               Disposal of Long-lived Assets." SFAS 144 superceded Statement of
               Financial Accounting Standards No. 121, "Accounting for the
               Impairment of Long-lived Assets and Assets to be Disposed of" and
               the accounting and reporting provisions of Accounting Principles
               Board Opinion No. 30, "Reporting the Results of Operations -
               Reporting the Effects of Disposal of a Segment of a Business, and
               Extraordinary, Unusual and Infrequently Occurring Events and
               Transactions." SFAS 144 also amends Accounting Research Bulletin
               No. 51, "Consolidated Financial Statements," to eliminate the
               exception to consolidation for a subsidiary for which control is
               likely to be temporary. The provisions of SFAS 144 are effective
               for fiscal years beginning after December 15, 2001.

                The most significant changes made by SFAS No. 144 are (1)
                goodwill is removed from its scope and, therefore, it eliminates
                the requirements of SFAS 121 to allocate goodwill to long lived
                assets to be tested for impairment, and (2) it describes a
                probability-weighted cash flow estimation approach to apply to
                situations in which alternative courses of action to recover the
                carrying amount of long-lived assets are under consideration or
                a range is estimated for the amount of possible future cash
                flows.

                The Company's adoption of SFAS No. 144 on January 1, 2002 did
                not have a material effect on its financial position or results
                of operations.

           c.  On April 30, 2002, the FASB issues SFAS No. 145, "Rescission of
               FASB Statement No. 4, 44 and 64, Amendment of FASB Statement
               No.13, and Technical Corrections." The rescission of SFAS No.4,
               "Reporting Gains and Losses from Extinguishments", and SFAS
               No.64, "Extinguishments of Debt made to Satisfy Sinking Fund
               Requirements," which amended SFAS No.4 will affect income
               statement classification of gains and losses from extinguishment
               of debt. SFAS No.4 requires that gains and losses from
               extinguishment of debt be classified as an extraordinary item, if
               material. Under SFAS No. 145, extinguishment of debt is now
               considered a risk management strategy by the reporting enterprise
               and the FASB does not believe it should be considered
               extraordinary under the criteria in APB Opinion No.30, "Reporting
               the Results of Operations-Reporting the Effects of Disposal of a
               Segment of a Business, and Extraordinary, Unusual and
               Infrequently Occurring Events and Transactions," unless the debt
               extinguishment meets the unusual in nature and infrequency of
               occurrence criteria in APB Opinion No. 30. SFAS No. 145 will be
               effective for fiscal years beginning after May 15, 2002. Upon
               adoption, extinguishments of debt shall be classified under the
               criteria in APB Opinion No. 30.

           d.  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 a 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. The Company has not yet
               determined the impact of SFAS No.146 on its financial position
               and results of operations, if any.

4.         STOCK OPTIONS

           During the six months ended 2002, the Company recorded $6,320 in
           consulting expenses as a result of options granted to the Chairman of
           the Board in 2001 for consulting services to be performed. The
           options have an exercise price of $.75, vest over a period of three
           years and expire seven years from the date of grant. No options have
           been exercised to date.



                                      -5-
<PAGE>



           The grant date was the measurement date and the options were valued
           using the Black-Scholes option pricing model, with the following
           significant assumptions; risk free interest rate of 4.6%; expected
           life 7 years; expected volatility of 100%; and expected dividends of
           $0.

5.         LITIGATION

           In April 2002, the Company was served with a legal action that was
           commenced in the Supreme Court, New York County, New York by Olshan
           Grundman Frome Rosenzweig & Wolosky LLP claiming legal fees of
           approximately $180,000 rendered in connection with the acquisition
           concerning HealthyConnect, Inc. in October 2001 and other legal
           matters. The Company settled this action in the second quarter of
           2002 for approximately $60,000, of which $20,000 was paid in the
           second quarter of 2002. As at June 30, 2002, accrued expenses include
           approximately $40,000 in connection with this settled claim.

           On October 5, 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 February 15, 2001, Pate filed a Second Amended
           Complaint in which it claimed, among other things, breach of
           fiduciary duties against the Company's directors and violations of
           the Illinois Uniform Fraudulent Transfers Act ("UFTA"). Pate requests
           damages in excess of $10,000,000. The Company moved to dismiss the
           breach of contract claim, in part, as well as the breach of fiduciary
           duties and UFTA claims. On August 29, 2001, the Court granted the
           Company's motion and, among other things, dismissed the breach of
           contract claim with prejudice to the extent it was based on a claim
           for wrongful termination. Additionally, on October 29, 2001, an
           agreed order was entered specifically dismissing the claims against
           the directors without prejudice. On December 6, 2001, Pate's filed a
           Third Amended Complaint alleging claims for breach of contract and
           damages of approximately $1,567,000. On December 7, 2001, Pate's also
           filed a Motion for Reconsideration of the Dismissal of Claims for
           Wrongful Termination of Contract and For Leave to File a Fourth
           Amended Complaint. The Company opposed the motion, which was denied
           by the Court on March 12, 2002. Despite the Court denying Pate's
           claim on the motion, Pate has re-filed a new Motion for
           Reconsideration of Dismissal of Claims for Wrongful Termination of
           Contract and for leave to file a Fourth Amended Complaint. The
           Company intends to continue to vigorously contest the claims asserted
           by Pate. The Company has filed a counterclaim for breach of contract
           due to the poor quality of Pate's products and filed a motion to
           dismiss the asserted claims. As of December 31, 2001 and 2000,
           respectively, the Company has recorded a liability of $600,000 in
           addition to the normal trade payable of $100,317 and accounts
           receivable of $195,251 due from Pate, representing management's best
           estimate of the cost to settle this claim. As of June 30, 2002, the
           Company reclassified $600,000 in accrued liability, $100,317 in trade
           payable including an additional $743,400 in trade payable and accrued
           expenses to accrued baked food product expenses. Further, accounts
           receivable of $195,251 has been reclassified to receivable from baked
           food products.

           The Company is a party to various other claims, legal actions and
           complaints arising in the ordinary course of business. In the opinion
           of management, all such matters are adequately covered by insurance,
           or, if not so covered, are without merit or are of such a kind, or
           involve such amounts, that unfavorable disposition would not have a
           material effect on the Company's financial position, results of
           operations or liquidity.



                                      -6-
<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.

Set forth below is a discussion of the financial condition and results of
operations for the three and six months ended June 30, 2002 and 2001. The
following discussion of results of operations and liquidity and capital
resources should be read in conjunction with the information set forth in
Selected Financial Data and financial statements and the related notes thereto
appearing elsewhere in this quarterly report.
<TABLE>
<CAPTION>


                                   Three Months Ended June 30,                   Six Months Ended June 30,
                                 -------------------------------------     ---------------------------------------
                                          (in thousands)                               (in thousands)

                                       2002                 2001                   2002                2001
                                  ---------------      ---------------        ----------------    ----------------

<S>                              <C>                  <C>                    <C>                 <C>
Net Sales                        $           399      $           122        $            529    $            477
Cost of Sales                                 32                    -                      91                  98
                                  ---------------      ---------------        ----------------    ----------------
Gross Profit                                 367                  122                     438                 379

Selling, general and
   administrative expenses                   738                  965                   1,457               1,486
                                  ---------------      ---------------        ----------------    ----------------
Loss from operations                       (371)                (843)                 (1,019)             (1,107)
Other income(expenses), net                  (3)                    8                     (1)                  45
                                  ---------------      ---------------        ----------------    ----------------

Net Loss                         $         (374)      $         (835)        $        (1,020)    $        (1,062)
                                  ===============      ===============        ================    ================
</TABLE>

GENERAL

On October 9, 2001, the Company purchased all of the outstanding common shares
of HealthyConnect.Com, Inc. (HealthyConnect), a provider of hospital based web
enabled patient information management software, in exchange for the issuance of
4,500,000 common shares of the Company, valued at $0.59 per common share. The
acquisition was accounted for as a purchase. The results of operations of
HealthyConnect are included in the Consolidated Statement of Operations from the
date of acquisition of October 9, 2001.

Prior to the acquisition of HealthyConnect, the company had no tangible assets
other than cash and had no operations since June 1, 2000, when it consummated
the sale of substantially all of the assets and business it previously owned.

The comparison below discusses the results of operations of the Company and
HealthyConnect for the three months and six months ended June 30, 2001 (prior to
its acquisition by the Company), and the results of operations of the Company
for the three months and six months ended June 30, 2002.



                                      -7-
<PAGE>


RESULTS OF OPERATIONS

Net Sales: Net sales of the Company increased $277,000 (227%) to $399,000 for
the quarter ended June 30, 2002 compared to net sales of $122,000 for
HealthyConnect for the quarter ended June 30, 2001. The net sales for the six
months ended June 30, 2002 increased 11% compared to the six months ended June
30, 2001. The increases for both periods reflect the Company's plans and efforts
to grow the HealthyConnect business.

Gross Profit: Gross profit of the Company increased 200% to $367,000 for the
quarter ended June 30, 2002 compared to gross profit of $122,000 for
HealthyConnect for the quarter ended June 30, 2001. The increase is a result of
higher sales volume this quarter. For the six months ending June 30, 2002, gross
profit increased $59,000 or 16% due to higher sales in 2002 versus 2001.

Selling, General and Administrative Expenses: The selling, general and
administrative expenses of the Company decreased 24% to $738,000 for the quarter
ended June 30, 2002, compared to a total of $965,000 (consisting of $353,000 for
the Company and $612,000 for HealthyConnect) for the quarter ended June 30,
2001. The decrease is primarily attributable to non-recurring legal costs offset
by increased costs to implement the planned growth of HealthyConnect through the
hiring of additional personnel and associated operating costs. For the six
months ended June 30, 2002, selling, general and administrative expense
decreased $29,000 or 2% again for the same reasons as the second quarter
decrease.

Other Income (Expense): Other income for the three and six months ended June 30,
2001 relate principally to interest income earned by the Company from cash
proceeds received from the sale in 2000 of substantially all of the assets of
the Company's business prior to the acquisition of HealthyConnect in 2001.
Interest expenses incurred during the three and six months ended June 30, 2002
are primarily from restructuring liability and note payable to shareholder.

Provision for Income Taxes: The provision for income taxes for the three and six
months ended June 30, 2002 and 2001 was zero due to net losses for the six
months ended June 30, 2002 and 2001 and the three months ended June 30, 2001,
for which a valuation allowance was provided to reduce the tax benefit of these
losses to zero. For the three months ended June 30, 2002 taxes otherwise payable
on net income are reduced to zero as a result of the application of net
operating losses from prior periods.

Net Loss: The improvement from a net loss of $835,000 for the three months ended
June 30, 2001 to net loss of $374,000 for the three months ended June 30, 2002
is attributable to increased sales and lower operating expenses of the
HealthyConnect business. The decrease in net loss from $1,062,000 for the six
months ended June 30, 2001 to $1,020,000 for the six months ended June 30, 2002
is attributable to increased sales and lower operating expenses of the
HealthyConnect business.

Dividends: The Company did not declare dividends on its shares of Common Stock
and Preferred Stock during the three and six months ended June 30, 2002 and
2001. For purposes of calculating earnings per share for the three and six
months ended June 30, 2001, deemed dividends arising from the beneficial
conversion features associated with the issuance of its Series B, C and D
Preferred Stock are reflected as a reduction of net income available to common
shareholders.

Liquidity and Capital Resources: As of June 30, 2002, the Company had a working
capital deficit of approximately $1,196,000 as compared to a working capital
deficit of approximately $654,000 as of December 31, 2001. The Company's cash
balance as of June 30, 2002 of $370,000 is, in management's opinion, sufficient
to ensure the continued operation of the Company and the payment of amounts due
until the HealthyConnect business is profitable and generating sufficient cash
flow to meet its liquidity requirements. The Company does not expect additions
to property and equipment to be material in the near future. The Company expects
HealthyConnect to be cash flow positive by the end of the third quarter of 2002,
although there can be no assurance thereof.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred net
losses of approximately $1,020,000 and $354,000 for the six months ended June
30, 2002 and 2001, respectively. Additionally, the Company had a net working
capital deficiency of approximately $1,196,000, and accumulated deficit of
$17,772,651 at June 30, 2002 and negative cash flows from operations for the six
months ended June 30, 2002 and 2001, of approximately $829,000, and $401,000,
respectively. Those conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management expects cash flows from
operations to improve in the fourth quarter of the year ending December 31,
2002, primarily as a result of an increase in sales and plans to raise capital
through various methods to achieve their business plans. The accompanying
consolidated financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.



                                      -8-
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RECENT ACCOUNTING PRONOUNCEMENTS AND SEC PROPOSAL

a.        Effective January 1, 2002, the Company adopted SFAS No. 142 "Goodwill
          and Other Intangible Assets." Under SFAS No. 142, goodwill acquired in
          the acquisition of HealthyConnect, Inc. in October 2001 has not been
          amortized, and will instead be tested annually for impairment.

          As at June 30, 2002, the fair value of the Company, as evidenced by
          the quoted market price of its common shares, exceeded its carrying
          value, and in the opinion of management there is no goodwill
          impairment loss at that date.

          Accordingly, the adoption of SFAS No. 142 had no impact on the Company
          in the three and six months ended June 30, 2002.

b.        In August 2001, the FASB issued Statement of Financial Accounting
          Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or
          Disposal of Long-lived Assets." SFAS 144 superceded Statement of
          Financial Accounting Standards No. 121, "Accounting for the Impairment
          of Long-lived Assets and Assets to be Disposed of" and the accounting
          and reporting provisions of Accounting Principles Board Opinion No.
          30, "Reporting the Results of Operations - Reporting the Effects of
          Disposal of a Segment of a Business, and Extraordinary, Unusual and
          Infrequently Occurring Events and Transaction." SFAS 144 also amends
          Accounting Research Bulletin No. 51, "Consolidated Financial
          Statements," to eliminate the exception to consolidation for a
          subsidiary for which control is likely to be temporary. The provisions
          of SFAS 144 are effective for fiscal years beginning after December
          15, 2001.

          The most significant changes made by SFAS No. 144 are (1) goodwill is
          removed from its scope and, therefore, it eliminates the requirements
          of SFAS 121 to allocate goodwill to long-lived assets to be tested for
          impairment, and (2) it describes a probability-weighted cash flow
          estimation approach to apply to situations in which alternative
          courses of action to recover the carrying amount of long-lived assets
          are under consideration or a range is estimated for the amount of
          possible future cash flows.

          The Company's adoption of SFAS No. 144 on January 1, 2002 did not have
          a material effect on its financial position or results of operations.

c.        On April 30, 2002, the FASB issued SFAS No. 145, "Rescission of FASB
          Statement No. 4, 44 and 64, Amendment of FASB Statement No.13, and
          Technical Corrections." The rescission of SFAS No.4, "Reporting Gains
          and Losses from Extinguishments", and SFAS No.64, "Extinguishments of
          Debt made to Satisfy Sinking Fund Requirements," which amended SFAS
          No.4 will affect income statement classification of gains and losses
          from extinguishment of debt. SFAS No.4 requires that gains and losses
          from extinguishment of debt be classified as an extraordinary item, if
          material. Under SFAS No. 145, extinguishment of debt is now considered
          a risk management strategy by the reporting enterprise and the FASB
          does not believe it should be considered extraordinary under the
          criteria in APB Opinion No.30, "Reporting the Results of
          Operations-Reporting the Effects of Disposal of a Segment of a
          Business, and Extraordinary, Unusual and Infrequently Occurring Events
          and Transactions," unless the debt extinguishment meets the unusual in
          nature and infrequency of occurrence criteria in APB Opinion No. 30.
          SFAS No. 145 will be effective for fiscal years beginning after May
          15, 2002. Upon adoption, extinguishments of debt shall be classified
          under the criteria in APB Opinion No. 30.

d.        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 a 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. The Company has not yet determined the impact
          of SFAS No.146 on its financial position and results of operations, if
          any.



                                      -9-
<PAGE>


e.        The Securities and Exchange Commission (SEC) recently issued proposed
          guidance for disclosure of critical accounting policies. The SEC
          defines "critical accounting policies" as those that require
          application of management's most difficult, subjective or complex
          judgments, often as a result of the need to make estimates about the
          effects of matters that are inherently uncertain and may change in
          subsequent periods. The Company plans to adopt the disclosure
          requirements regarding critical accounting policies once the final
          rules are required to be adopted.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

Our Resources May Not Be Sufficient To Manage Our Expected Growth.

We anticipate a period of growth, which we expect to place a strain on our
administrative, financial and operational resources. Our ability to manage any
staff and facilities growth effectively will require us to continue to improve
our operational, financial and management controls, reporting systems and
procedures, install new management information and control systems and train,
motivate and manage our employees. There can be no assurance that we will
install such management information and control systems in an efficient and
timely manner or that the new systems will be adequate to support our future
operations. If we are unable to manage growth effectively, such as if our sales
and marketing efforts exceed our capacity to install, maintain and service our
products or if new employees are unable to achieve performance levels, our
business, operating results and financial condition could be materially
adversely affected.

We Are Dependent On Our Key Employees.

Our business is dependent upon the experience of our executive officers, and key
personnel who are familiar with both the specific issues facing the web
management software industry and our future plans and goals. The loss of the
services of any key employee could have a material adverse effect on our
business, operations, revenues and prospects. In addition, our ability to
establish and maintain a competitive position will depend, in part, on our
ability to attract and retain qualified personnel. There can be no assurance
that we will be able to attract and retain such personnel in the future on
economically feasible terms or otherwise. Our inability to attract and retain
qualified personnel may adversely affect our business and operations.

We May Need Additional Financing To Achieve Our Growth Strategy.

We may need additional financing to continue to pursue our growth strategy. We
have no commitment for any debt or equity financing and we may not be able to
obtain sufficient financing on favorable terms, if at all. If we do not obtain
additional financing when required, we may be required to modify, delay or
abandon some or all of our expansion plans, which may have a material adverse
effect on our business.

Competition In The Healthcare And Software Industries May Adversely Affect Our
Revenues And Market Position.

The healthcare and software industries are highly competitive. We compete based
on scope, quality and cost of services provided. Many of our existing and
potential competitors have substantially greater financial resources available
to them. While management believes that it competes on the basis of the quality
of its services, the larger resources of its competitors may give them certain
cost advantages over us (e.g., cost savings from internal billing and collection
and a broader scope of services). We may not be able to compete effectively.



                                      -10-
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Protection Of Proprietary Information.

The ability of our products and services to compete with other companies will
depend, in part, on our maintaining the proprietary nature of our technologies.
We rely on our prior development activities that have resulted in a body of
information and processes that we have designated as "trade secrets" and
"know-how" and are considered as intellectual property. In addition, we rely
heavily upon trade secrets and our business plan. There can be no assurance that
other persons will not independently develop or acquire technology substantially
equivalent to ours, or that we will successfully protect our business plan,
technology and trade secrets from misappropriation by others. Furthermore, it
will be necessary for us to make our intellectual property available to vendors,
customers and other companies in the industry, making it even more difficult to
protect our technology. No assurance can be given that we would be successful in
enforcing our rights, or that our product does not infringe on the patent or
intellectual property rights of a third party.

Dependence On Technology.

We are highly dependent on our technology, which has a limited operating
history. We believe that our current technology can provide our web management
software tools with the necessary sophistication and security to allow the
system to function effectively. However, if we cannot maintain our system in the
event of unexpected occurrences, make necessary modifications and/or
improvements to the technology, such deficiencies could have a material adverse
effect upon our business, financial condition and result of operations.







                                      -11-
<PAGE>


PART II:   OTHER INFORMATION

ITEM 1:              LEGAL PROCEEDINGS

On October 5, 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 February 15,
2001, Pate filed a Second Amendment Complaint in which it claimed, among other
things, breach of fiduciary duties against the Company's directors and
violations of the Illinois Uniform Fraudulent Transfers Act ("UFTA"). Pate
requests damages in excess of $10,000,000. The Company moved to dismiss the
breach of contract claim, in part, as well as the breach of fiduciary duties and
UFTA claims. On August 29, 2001, the Court granted the Company's motion and,
among other things, dismissed the breach of contract claim with prejudice to the
extent it was based on a claim for wrongful termination. Additionally, on
October 29, 2001, an agreed order was entered specifically dismissing the claims
against the directors without prejudice. On December 6, 2001 Pate's filed a
Third Amended Complaint alleging claims for breach of contract and damages of
approximately $1,567,000. On December 7, 2001, Pate's also filed a Motion for
Reconsideration of the Dismissal of Claims for Wrongful Termination of Contract
and For Leave to File a Fourth Amended complaint. The Company opposed the
motion, which was denied by the Court on March 12, 2002. Despite the Court
denying Pate's claim on the motion, Pate has re-filed a new Motion for
Reconsideration of Dismissal of Claims for Wrongful Termination of Contract and
for leave to file a Fourth Amended Complaint. The Company intends to vigorously
defend this new motion and intends to continue to vigorously contest the claims
asserted by Pate. The Company has filed a counterclaim for breach of contract
due to the poor quality of Pate's products and filed a motion to dismiss the
asserted claims. As of June 30, 2002, December 31, 2001 and 2000, respectively,
the Company has recorded a liability of $600,000 in addition to the normal trade
payable of $100,317 and accounts receivable of $195,251 due from Pate,
representing management's best estimate of the cost to settle this claim.

In April 2002, the Company was served with a legal action that was commenced in
the Supreme Court, New York County, New York by Olshan Grundman Frome Rosenzweig
& Wolosky LLP claiming legal fees of approximately $180,000, rendered in
connection with the acquisition concerning HealthyConnect, Inc. in October 2001
and other legal matters. The Company settled their action in the second quarter
of 2002 for approximately $60,000 of which $20,000 was paid in the second
quarter of 2002. As at June 30, 2002, accrued expenses include approximately
$40,000 in connection with this settled claim.

Other than the above, the Company is not involved in any other material legal
proceedings.


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: None

Item 6.              Exhibits and Reports on Form 8-K: None


                                      -12-
<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, thereto duly authorized.


                                      NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                                                (REGISTRANT)


                                        /S/  DONALD C. SCHMITT
                                        ---  -----------------
DATE: AUGUST 19, 2002                        Donald C. Schmitt
                                      Chairman of the Board of Directors,
                                      Next Generation Technology Holdings, Inc.


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