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 SEPTEMBER 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 [ ]

                     THENUMBER OF SHARES OUTSTANDING OF THE
                      REGISTRANT'S COMMON STOCK, $0.01 PAR
                         VALUE, ON NOVEMBER 14, 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 September 30, 2002                1

           Consolidated Statements of Operations for the
           Three and Nine Months Ended September 30, 2002 and 2001            2

           Consolidated Statements of Cash Flows for the
           Nine Months Ended September 30, 2002 and 2001                      3

           Notes to Consolidated Financial Statements                        4-6


  ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                          6-10

  ITEM 3   CONTROLS AND PROCEDURES

PART II:   OTHER INFORMATION

  Item 1.  Legal Proceedings                                               10-11

  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






<PAGE>


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

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

                                     ASSETS
CURRENT ASSETS:
<S>                                                                                                     <C>
        Cash                                                                                            $    113,977
        Accounts receivable                                                                                  162,790
        Receivable from baked food products, net of allowance of $644,884                                    195,251
        Prepaid expenses and other current assets
                                                                                                              82,971
                                                                                                        ------------
                         Total Current Assets                                                                554,989
                                                                                                        ------------


PROPERTY AND EQUIPMENT - at cost, net                                                                         25,138

SOFTWARE DEVELOPMENT COSTS                                                                                   210,799

GOODWILL                                                                                                   3,167,658
                                                                                                        ------------
                                                                                                        $  3,958,584
                                                                                                        ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
         Accounts payable                                                                               $     33,201
        Accrued expenses                                                                                     644,705
        Accrued baked food product expenses                                                                1,422,799
        Deferred revenue                                                                                      46,759
        Note payable to shareholder                                                                           25,000
                                                                                                        ------------
                         Total Current Liabilities                                                         2,172,464
                                                                                                        ------------

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                                                                        18,527,410
        Accumulated deficit                                                                              (18,109,785)
                                                                                                        ------------
                                                                                                           1,947,169
        Less:  Treasury stock, at cost                                                                      (161,049)
                                                                                                        ------------

                         Total Stockholders' Equity                                                        1,786,120

                                                                                                        ------------
                                                                                                        $  3,958,584
                                                                                                        ============

 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>




                                      -1-
<PAGE>
<TABLE>
<CAPTION>



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

                                                  THREE MONTHS ENDED              NINE MONTHS ENDED
                                                     SEPTEMBER 30                   SEPTEMBER 30
                                                2002            2001            2002            2001
                                            ------------    ------------    ------------    ------------
                                                          (Restated - see                  (Restated - see
                                                             Note 1)                           Note 1)


<S>                                         <C>             <C>             <C>             <C>
NET SALES                                   $    117,470    $       --      $    646,770    $       --


COST OF SALES                                     58,272            --           149,665            --
                                            ------------    ------------    ------------    ------------


GROSS PROFIT                                      59,198            --           497,105            --

SELLING, GENERAL AND ADMINISTRATIVE              422,788         761,299       1,879,699       1,165,676
                                            ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                            (363,590)       (761,299)     (1,382,594)     (1,165,676)
                                            ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSES):
      Interest expense                              (763)         (6,369)         (8,146)        (22,045)
      Interest income                                953            --             7,212            --
      Other, net                                  26,266          29,117          26,266          94,874
                                            ------------    ------------    ------------    ------------
          OTHER INCOME, net                       26,456          22,748          25,332          72,829
                                            ------------    ------------    ------------    ------------

NET (LOSS)                                      (337,134)       (738,551)     (1,357,262)     (1,092,847)

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


NET (LOSS) TO COMMON STOCKHOLDERS           $   (337,134)   $   (738,551)   $ (1,357,262)   $ (1,364,722)
                                            ============    ============    ============    ============


NET (LOSS) PER COMMON SHARE
             - basic                        $      (0.03)   $      (0.13)   $      (0.12)   $      (0.24)
             - diluted                      $      (0.03)   $      (0.13)   $      (0.12)   $      (0.24)
                                            ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING
                                              11,908,002       5,717,672      11,539,193       5,717,672
                                              11,908,002       5,717,672      11,539,193       5,717,672
                                            ============    ============    ============    ============

 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>






                                      -2-
<PAGE>
<TABLE>
<CAPTION>


                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                                         NINE MONTHS ENDED
                                                                            SEPTEMBER 30
                                                                        2002            2001
                                                                    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>            <C>
      Net loss                                                      $(1,357,262)   $(1,092,847)
      Adjustments to reconcile net loss to
        net cash (used in) provided by operating activities:
          Depreciation and amortization                                 513,492           --
          Provision for bad debt recovery                                (9,745)      (875,606)
          Changes in operating assets and liabilities:
                        Accounts receivable                             (45,491)       875,606
                        Prepaid expenses and other current assets        20,094       (316,006)
                        Other assets                                       --        1,380,692
                        Accounts payable and accrued expenses          (111,111)       307,100
                        Deferred revenue                                  8,734           --
                                                                    -----------    -----------
      NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES              (981,289)       278,939
                                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of property and equipment                                (21,572)          --
      Software development costs                                       (210,799)          --
                                                                    -----------    -----------
      NET CASH USED IN INVESTING ACTIVITIES                            (232,371)          --
                                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITY:
      Accrued restructuring liabilities                                (107,393)      (121,022)
                                                                    -----------    -----------
      NET CASH USED IN FINANCING ACTIVITY                              (107,393)      (121,022)
                                                                    -----------    -----------

NET (DECREASE) INCREASE IN CASH                                      (1,321,053)       157,917

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

CASH, END OF PERIOD                                                 $   113,977    $   899,514
                                                                    ===========    ===========

Supplemental Disclosure of Cash Flow Information:
      Cash paid during the period for:
          Interest                                                  $     8,146    $    22,045
                                                                    ===========    ===========

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 for nil proceeds under the antidilution I provision of the Series B
      Preferred Stock in connection with the issuance of common stock in 2001.

 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>




                                      -3-
<PAGE>



                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                   NOTES TO 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 nine months ended September 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 nine months ended September
           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 $1,357,000 and
           $1,092,000 for the nine months ended September 30, 2002 and 2001,
           respectively. Additionally, the Company had a net working capital
           deficiency of approximately $1,617,000, and accumulated deficit of
           $18,109,785 at September 30, 2002 and negative cash flow from
           operations for the nine months ended September 30, 2002 of $981,289
           and positive cash flow from operations of $278,939 for the nine
           months ended September 30, 2001. This condition raises 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 nine months ended September 30, 2002 and 2001, and for the
           three months ended September 30, 2002 and 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 September 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>


           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 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.

4.         STOCK OPTIONS

           During the nine months ended September 30, 2002, the Company recorded
           $9,480 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 of 7 years; expected volatility of 100%; and expected dividends
           of $0.

5.         LITIGATION

           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
           requested 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
           filed a Third Amended Complaint alleging claims for breach of
           contract and damages of approximately $1,567,000. On December 7,
           2001, Pate 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 September 30, 2002,
           the Company reclassified $600,000 in accrued liability, $100,317 in
           trade payable including an additional $722,482 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.

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 nine months ended September 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.





                                      -6-
<PAGE>



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 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 nine months ended September 30, 2001
(prior to its acquisition by the Company), and the results of operations of the
Company for the three months and nine months ended September 30, 2002.


                                          Three Months ended  Nine Months ended
                                            September 30         September 30
                                      -----------------------------------------
                                          (in thousands)        (in thousands)

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

                                    $   117     $    47     $   647     $   524
Net Sales
Cost of Sales                            58        --           150         193
                                    -------     -------     -------     -------
Gross Profit                             59          47         497         331

Selling, general and
   administrative expenses              422       1,968       1,880       3,825
                                    -------     -------     -------     -------
Loss from Operations                   (363)     (1,921)     (1,383)     (3,494)
Other income, net                        26         180          25         139
                                    -------     -------     -------     -------

Net Loss                            $  (337)    $(1,741)    $(1,358)    $(3,355)
                                    =======     =======     =======     =======

RESULTS OF OPERATIONS

Net Sales: Net sales of the Company increased $70,000 (149%) to $117,000 for the
quarter ended September 30, 2002 compared to net sales of $47,000 for
HealthyConnect for the quarter ended September 30, 2001. The net sales for the
nine months ended September 30, 2002 increased 23% compared to the nine months
ended September 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 26% to $59,000 for the
quarter ended September 30, 2002 compared to gross profit of $47,000 for
HealthyConnect for the quarter ended September 30, 2001. Cost of sales
represents direct costs incurred on license fees paid on the Company's WebLearn
product and an allocation of salary costs which are relatively fixed and
therefore gross profit dollars and percent to net sales will vary depending on
sales volume for the period. For the nine months ended September 30, 2002, gross
profit increased $166,000 or 50% due to higher sales and lower salary costs in
2002 versus 2001.

Selling, General and Administrative Expenses: The selling, general and
administrative expenses of the Company decreased 79% to $422,000 for the quarter
ended September 30, 2002, compared to a total of $1,968,000 (consisting of
$302,000 for the Company and $1,667,000 for HealthyConnect) for the quarter
ended September 30, 2001. The decrease is primarily attributable to
non-recurring legal costs for the Company and also non-recurring acquisition
costs of HealthyConnect. For the nine months ended September 30, 2002, selling,
general and administrative expenses decreased $1,945,000 or 51% is attributable
to the same reasons as the third quarter decrease.



                                      -7-
<PAGE>


Other Income (Expense): Other income for the three and nine months ended
September 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 nine months ended
September 30, 2002 are primarily from restructuring liability and note payable
to shareholder.

Provision for Income Taxes: No provision for income taxes for the three and nine
months ended September 30, 2002 and 2001 was provided due to net losses for the
nine months ended September 30, 2002 and 2001 and the three months ended
September 30, 2001, for which a valuation allowance was provided to reduce the
tax benefit of these losses to zero. For the three months ended September 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 $1,741,000 for the three months
ended September 30, 2001 to net loss of $337,000 for the three months ended
September 30, 2002 is attributable to increased sales and lower expenses
relating to non-recurring legal costs for the Company and also non-recurring
acquisition costs of HealthyConnect. The decrease in net loss from $3,355,000
for the nine months ended September 30, 2001 to $1,358,000 for the nine months
ended September 30, 2002 is attributable to the same reasons as the third
quarter decrease.

Dividends: The Company did not declare dividends on its shares of Common Stock
and Preferred Stock during the three and nine months ended September 30, 2002
and 2001. For purposes of calculating earnings per share for the three and nine
months ended September 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 September 30, 2002, the Company had a
working capital deficit of approximately $1,617,000 as compared to a working
capital deficit of approximately $654,000 as of December 31, 2001. The Company's
cash balance as of September 30, 2002 of $113,977 is, in management's opinion,
not 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
first quarter of 2003, although there can be no assurance thereof. To provide
the Company with additional required working capital, as of November 4, 2002 the
Company has received approval of a maximum $300,000 bank line of credit at prime
plus .25% interest rate for a three year period. This loan is collateralized by
the Company's eligible accounts receivable. Borrowings under the line are
limited to 80% of accounts receivable. In order to secure the loan the bank
required a personal guarantee from Donald C. Schmitt, our Chairman and CFO, and
Mr. Schmitt received warrants to purchase 500,000 shares of common stock at an
exercise price of $0.001 per share, exercisable until October 9, 2005, as
compensation for this guarantee.

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 $1,357,000 and $1,365,000 for the nine months ended
September 30, 2002 and 2001, respectively. Additionally, the Company had a net
working capital deficiency of approximately $1,617,000, and accumulated deficit
of $18,109,785 at September 30, 2002 and negative cash flows from operations for
the nine months ended September 30, 2002 of approximately $981,000, and positive
cash flow from operations of approximately $279,000 for the nine months ended
September 30, 2001. This condition raises 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 anticipated increase in sales and plans to
raise capital through various methods including the establishment of a bank
operating line of credit to achieve its 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-
<PAGE>



RECENT ACCOUNTING PRONOUNCEMENTS AND SEC PROPOSAL

a.   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 September 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.


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 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 have secured additional financing to continue to pursue our growth strategy.
It is possible that we may need additional financing, depending on the
performance against our business plan or we may be required to modify, delay or
abandon some or all of our expansion plans which have a material adverse effect
on our business. In addition, we may not be able to continue as a going concern.

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.

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.


                                      -10-
<PAGE>


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.


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 filing 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 or in other factors that
could significantly affect internal controls subsequent to the date of the
evaluation described above.






                                      -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 filed a Third
Amended Complaint alleging claims for breach of contract and damages of
approximately $1,567,000. On December 7, 2001, Pate 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 September 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.

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:

           On September 19, 2002, the Company held its 2001 Annual Meeting of
Shareholders. At the annual meeting, the Company's shareholders were asked to
vote upon: (i) the election of eight directors, and (ii) the appointment of an
independent accounting firm for the ensuing year.



                                      -12-
<PAGE>


           The following persons were elected as directors of the company for
the ensuing year by the votes next to such persons name:

                             FOR               WITHHELD             AGAINST

Donald C. Schmitt        6,027,344            1,757,700               0
Carl W. Pahapill         6,027,344            1,757,700               0
Thomas J. Guinan         6,027,344            1,757,700               0
John H. Wyant            6,027,344            1,757,700               0
Edward R. Sousa          6,027,344            1,757,700               0
Michael P. Schall        6,027,344            1,757,700               0
Alex Kalpaxis            6,027,344            1,757,700               0
Russell D. Glass         6,027,344            1,757,700               0

Each of the above persons were duly elected to serve on the Board of the
Directors of the Company for the ensuing year and until their respective
successors have been duly elected and qualified.

Grassi & Co., P.C. was approved to act as the Company's independent certified
public accountants for the ensuing year by the following vote:

                             FOR               AGAINST              WITHHELD

                           6,025,844            6,400               1,752,800




Item 5.    Other Information: None

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

a)         Exhibits

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

           99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 by Donald C.
                Schmitt





                                      -13-
<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.


                                 CERTIFICATIONS


I, Carl W. Pahapill, certify that:

1.I have reviewed this quarterly report on Form 10-QSB of Next Generation
Technology Holdings, Inc.;

2.Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

           a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

           b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

           c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

5.The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

           a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

           b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls.

6.The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002
                                               /s/ Carl W. Pahapill
                                               --------------------
                                               Carl W. Pahapill
                                               Chief Executive Officer



                                      -14-
<PAGE>

I, Donald C. Schmitt, certify that:

1.I have reviewed this quarterly report on Form 10-QSB of Next Generation
Technology Holdings, Inc.;

2.Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

           a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

           b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

           c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

5.The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

           a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

           b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls.

6.The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002
                                                /S/ DONALD C. SCHMITT
                                               -------------------------------
                                               Donald C. Schmitt
                                               Chief Financial Officer



                                      -15-
<PAGE>