SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q



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

For the quarterly period ended              September 30, 2000
                              --------------------------------------------------

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the transition period from                          To
                              --------------------------  ----------------------

Commission file number 000-24941


                    Next Generation Technology Holdings, Inc.
 -------------------------------------------------------------------------------
           (Exact name of the registrant as specified in its charter)


             Delaware                                      06-1255882
-----------------------------------           ----------------------------------
  (State of other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                    Identification Number)


   590 Madison Avenue, 21st Floor
       PMB 2137 New York, NY                                     10022
------------------------------------                 ---------------------------
(Address of Principal executive offices)                      (Zip code)

Registrant's telephone number including area code:        (212) 521-4108
                                                  ------------------------------


     Delicious Brands, Inc., 2070 Maple Street, Des Plaines, Illinois 60018
     ----------------------------------------------------------------------
        (Former Name, Former Address and Former Fiscal Year, if changed)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 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
              ----------------             ----------------


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.


    5,702,865 shares of Common Stock were outstanding on September 30, 2000.

<PAGE>
               NEXT GENERATION TECHNOLOGY HOLDINGS, INC.

                               FORM 10-Q

                FOR THE QUARTER ENDED SEPTEMBER 30, 2000




                               I N D E X


Part I:   Financial Information                                            Page

 Item 1.  Financial Statements:

          Balance Sheets as of September 30, 2000 and December 31, 1999     2

          Statements of Operations, Three and Nine Months Ended             3
          September 30, 2000 and 1999

          Statements of Cash Flows, Nine Months Ended September 30,
          2000 and 1999                                                     4

          Notes to Condensed Financial Statements                           6

  Item 2. Management's Discussion and Analysis of Financial Condition       7
          and Results of Operations

  Item 3. Quantitative and Qualitative Disclosures About Market Risk       10

Part II:  Other Information

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


                                       1

<PAGE>
               NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                             BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                            September 30,    December 31,
                                                                           ---------------  -------------
                                                                                 2000            1999
                                                                           ---------------  -------------
                                                                             (unaudited)
<S>                                                                        <C>             <C>
ASSETS
Current Assets:
      Cash .............................................................   $  2,255,633    $    600,762
      Accounts receivable including $39,284 and $213,040,
            respectively, due from related parties, net of allowances of
            $1,622,503 and $2,857,970, respectively ....................              0       1,797,900
      Inventory ........................................................              0       1,043,400
      Prepaid expenses and other current assets ........................      4,359,923         247,761
                                                                           ------------    ------------
                                                                              6,615,556       3,689,823
                                                                           ------------    ------------
Property and Equipment, Net of Accumulated Depreciation ................              0         269,833
                                                                           ------------    ------------
Other Assets:
      Goodwill .........................................................              0       9,460,852
      Other ............................................................      1,334,000         813,919
                                                                           ------------    ------------
                                                                              1,334,000      10,274,771
                                                                           ------------    ------------
                                                                           $  7,949,556    $ 14,234,427
                                                                           ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
      Bank loan payable ................................................   $          0    $  1,326,033
      Current portion of subordinated debt .............................         50,000       5,643,332
      Accounts payable including $3,949 and $60,460, respectively,
            due to related parties .....................................        193,529       3,839,756
Income Taxes Payable ...................................................        300,000               0
Due to distributors ....................................................        257,420         308,559
      Accrued expenses .................................................      1,674,194       1,796,091
      Current portion of long-term liabilities .........................        179,678         791,354
                                                                           ------------    ------------
                                                                              2,654,821      13,705,125
                                                                           ------------    ------------
Long-term Liabilities:
      Restructuring liability ..........................................        167,652         335,454
                                                                           ------------    ------------
Stockholders' Equity:
      Preferred stock, $.01 par value 1,000,000 shares authorized:
            Series A, 183,334 shares issued and outstanding ............      1,466,668       1,466,668
            Series B, 35,000 shares issued and outstanding. Liquidation
                  value equals stated value ............................      1,750,000       1,750,000
            Series C, 170,038 shares issued and outstanding in 1999
                  Liquidation value of $5,101,140 ......................              0       3,400,760
            Series D, 100,000 shares issued and outstanding in 2000
                  Liquidation value of 3,000,000 .......................      2,000,000               0
      Common Stock, $.01 par value, 25,000,000 shares authorized,
            5,751,790 shares issued ....................................         57,518          47,460
      Additional paid-in capital .......................................     15,373,652      18,335,918
      Accumulated deficit ..............................................    (15,359,706)    (24,645,909)
                                                                           ------------    ------------
                                                                              5,288,132         354,897
     Less, common stock in treasury at cost ............................       (161,049)       (161,049)
                                                                           ------------    ------------
        Total stockholders' equity .....................................      5,127,083         193,848
                                                                           ------------    ------------
                                                                           $  7,949,556    $ 14,234,427
                                                                           ============    ============
</TABLE>
           The accompanying notes are an integral part of this statement.

                                       2

<PAGE>


                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                               Three Months Ended September 30,     Nine Months Ended September 30,
                                                               -------------------------------      -------------------------------
                                                                     2000           1999                2000            1999
                                                               -------------    --------------      ------------    ---------------

<S>                                                              <C>            <C>                  <C>             <C>
Net Sales (including approximately
      $0, $1,356,000, $95,000 and
      $3,634,000 respectively, to related
      parties)..............................................    $       --      $  9,142,453        $ 10,508,289    $ 32,873,672

Cost of Sales (including approximately
      $0, $2,000, $1,000 and $19,000
      respectively, from related parties) ...................           --         6,935,195           7,701,178      25,252,463
                                                                ------------    ------------        ------------    ------------
Gross Profit ................................................           --         2,207,258           2,807,111       7,621,209
                                                                ------------    ------------        ------------    ------------
Selling, general and administrative .........................        301,581       4,455,798           7,132,374      12,127,598
Loss from Operations ........................................       (301,581)     (2,248,540)         (4,325,263)     (4,506,389)
                                                                ------------    ------------        ------------    ------------
Other Income (Expense):
      Gain on the Sale of Business ..........................           --              --            14,439,149            --
      Interest expense ......................................        (91,355)       (142,158)           (432,552)       (484,234)
      Other, net ............................................        205,260          (3,894)            380,828         117,303
                                                                ------------    ------------        ------------    ------------
                                                                     113,905        (146,052)         14,387,425        (366,931)
                                                                ------------    ------------        ------------    ------------

Loss before Provision for Income Taxes ......................       (187,676)     (2,394,592)         10,062,162      (4,873,320)
Provision for Income Taxes ..................................           --              --               300,000            --
                                                                ------------    ------------        ------------    ------------
Net Income (Loss)...........................................    $   (187,676)   $ (2,394,592)       $  9,762,162    $ (4,873,320)
                                                                ============    ============        ============    ============



Earnings per Share:
      Basic:
            Net Income (Loss) per common
                  share .....................................   $       (.03)   $       (.53)       $       1.82    $      (1.06)
                                                                ============    ============        ============    ============
            Weighted average number of
                  common shares outstanding .................      5,702,865       4,489,675           5,368,829       4,590,270


      Diluted:
            Net Income (Loss) per common
                  share.....................................    $       (.03)   $       (.53)       $       1.42    $      (1.06)
                                                                ============    ============        ============    ============
            Weighted average number of
                  common shares outstanding .................      5,702,865       4,489,675           6,882,674       4,590,270

</TABLE>

           The accompanying notes are an integral part of this statement.

                                       3

<PAGE>
                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                       Nine Months Ended September 30,
                                                                                ------------------------------------------
                                                                                        2000                    1999
                                                                                --------------------      ----------------
<S>                                                                               <C>                      <C>
Cash Flows from Operating Activities:
      Net Income (Loss).......................................................    $  9,762,162             $ (4,873,320)
      Adjustments to reconcile net loss to net cash used in
            operating activities:
            Common stock issued for services rendered .........................              0                  360,000
            Depreciation and amortization .....................................        856,620                  587,304
            Provision for bad debts ...........................................        290,233                  334,547
            Gain on Sale of Business ..........................................    (14,439,149)                       0
            Increase (Decrease) in cash from changes in:
                  Accounts receivable .........................................       (729,921)              (1,369,820)
                  Inventory ...................................................        (21,854)                 509,466
                  Prepaid expenses and other current assets ...................     (4,374,659)                 (50,554)
                  Other assets ................................................     (1,335,179)                  84,577
                  Accounts payable and accrued expenses .......................       (636,105)              (2,138,008)
                  Income taxes payable ........................................        300,000                        0
                  Due to distributors .........................................        (15,166)                   8,857
                  Accrued restructuring liabilities ...........................       (167,802)                (165,558)
                  Other liabilities ...........................................       (611,676)                (145,408)
                                                                                  ------------             ------------
      Net cash provided (used) in operating activities ........................    (11,122,496)              (6,857,917)
                                                                                  ------------             ------------
Cash Flows from Investing Activities:
      Purchase of property and equipment ......................................         (1,925)                 (71,638)
      Proceeds from Sale of Business (net of $849,400
            of sales commissions and accrued estimate
      working capital adjustment due purchaser of $462,013) ...................     24,527,587                        0
                                                                                  ------------             ------------
      Net cash used in investing activities ...................................     24,525,662                  (71,638)
                                                                                  ------------             ------------
Cash Flows from Financing Activities:
      Proceeds from (Payments) of bank loan payable, net ......................     (1,326,032)                (387,983)
      Checks issued in excess of funds on deposit .............................              0                  331,498
      Proceeds (Payments) of current portion of
            subordinated debt .................................................     (5,593,332)               5,250,000
      Payment of subordinated debt issuance costs .............................              0                 (836,747)
      Proceeds from issuance of preferred stock B .............................              0                1,750,000
      Proceeds from issuance of preferred stock C .............................      1,672,500                        0
      Proceeds from issuance of common stock ..................................         10,058                  243,191
      Proceeds from issuance of preferred stock D .............................      2,000,000                        0
      Redemption of preferred stock C .........................................     (7,609,890)                       0
      Payment of preferred stock dividend .....................................       (475,962)                 (78,334)
      Payments of stock issuance costs ........................................       (425,636)                (323,716)
                                                                                  ------------             ------------
      Net cash provided by (used in) financing activities .....................    (11,748,294)               5,947,909

Increase (decrease) in Cash ...................................................      1,654,872                 (981,646)
Cash, Beginning of Period .....................................................        600,762                  981,646
                                                                                  ------------             ------------
Cash, End of Period ...........................................................   $  2,255,634             $          0
                                                                                  ============             ============
Supplemental Disclosure of Cash Flow Information:
      Cash paid during the period for:

            Income taxes ......................................................   $          0             $          0
                                                                                  ============             ============
            Interest ..........................................................   $    587,391             $    508,910
                                                                                  ============             ============
</TABLE>


           The accompanying notes are an integral part of this statement.

                                       4
<PAGE>
                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                         STATEMENT OF CASH FLOWS, CONT.


Supplemental Disclosure of Non-Cash
     Investing and Financing Activities:

          On June 1, 2000 the Company  sold  substantially  all of
          its assets to BF USB,  Inc. for cash and the  assumption
          of certain liabilities, as follows:



          Gross Purchase Price                                  26,680,000
          Working Capital Adjustment                            (1,700,000)
          Estimated Closing Working Capital Balance                859,000
          Closing Working Capital Balance Adjustment              (462,013)
                                                             -------------
          Net Proceeds Purchase Price                           25,376,987
          Liabilities Assumed                                    3,167,628
          Assets Sold                                          (13,256,066)
          Sales Commission Paid                                   (849,400)
                                                             -------------
          Gain on the Sale                                      14,439,149
                                                             =============



          On August 18, 1999  165,000  shares of common stock were
          issued upon the  exercise of  outstanding  options.  The
          total consideration for the 165,000 shares $360,000, was
          received in exchange for advisory consulting services.

                                       5

<PAGE>


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

1.          Basis of Presentation

Interim Financial Statements
----------------------------

The  unaudited  interim  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 annual financial statements were omitted.
The interim  financial  statements and notes should be read in conjunction  with
the annual audited financial  statements and notes thereto contained in the Form
10-K of Next Generation Technology Holdings, Inc. (f/k/a Delicious Brands, Inc.)
(the  "Company")  dated  April 14,  2000.  The  accompanying  unaudited  interim
financial  statements  contain  all  adjustments,   consisting  only  of  normal
adjustments,  which in the  opinion  of  management  were  necessary  for a fair
statement  of the  results  for the  interim  periods.  Results  for the interim
periods are not necessarily indicative of results for the full year.

2.          Net Income (Loss) Per Share

For the three months ended  September 30, 2000 and for the three and nine months
ended  September  30,  1999,  basic net income  (loss) per share and diluted net
income (loss) per share have been calculated  using the weighted  average number
of Common shares  outstanding  during each period. All options and warrants were
omitted from the  computation of diluted net income (loss) per share because the
options and warrants are antidilutive when net losses are reported.


3.          Inventory

Inventory is stated at the lower of cost or market with cost  determined  by the
first-in, first-out (FIFO) method.

4.          Recent Account Pronouncements

Effective  January 1, 1999,  the Company  adopted FAS No. 133,  "Accounting  for
Derivatives Instruments and Hedging Activities," which required the recording of
all  derivatives  on the balance sheet at fair value,  and Statement of Position
98-5 (SOP 98-5),  "Reporting on the Cost of Start-up Activities," which requires
costs of start-up  activities and organization costs to be expensed as incurred.
The adoption of FAS No. 133 and SOP 98-5 had no impact on the Company's  results
of operations, financial position or cash flows.


                                       6
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Item 2.

General
-------

            On  April 5,  2000,  the  Company  entered  into an  Asset  Purchase
Agreement (the "APA") with BF USB, Inc. ("BF USB"), a Delaware  corporation  and
indirect  subsidiary of Parmalat Canada Ltd., who was affiliated with certain of
the Company's  suppliers and customers and who has acquired  businesses from and
entered into a consulting  agreement with the Company's Chairman of the Board of
Directors.  On June 1, 2000, the Company  consummated the sale of  substantially
all of its assets and  business  to BF USB for cash.  The  $26,680,000  purchase
price was  reduced  by a net  working  capital  adjustment  of  $841,000,  which
adjustment will be revised  (currently  estimated to be a reduction of $548,000)
based on the actual net working capital reflected in the balance sheet as of May
31, 2000. The net proceeds of $25,839,000 were paid as follows:

    o       Deposited into an escrow account                     $   5,336,000
    o       Non-assumed bank debt, other debt                       11,524,000
            and liabilities of the Company paid directly
            by BF USB
    o       Wire transfer to the Company's bank account              8,979,000
                                                                    ----------
                                                                 $  25,839,000
                                                                    ==========

            The escrow account  deposit of $5,336,000  will be held to cover any
indemnification  claims that arise within  eighteen months of the closing of the
sales transaction.  One half of such escrow amount, $2,668,000, will be released
December 1, 2000,  $1,334,000 will be released June 1, 2001, and $1,334,000 will
be released December 1, 2001. Each deposit release will be reduced by the amount
of  indemnification  claims, if any, paid or filed by BF USB. Remaining proceeds
and  escrow  deposit  refunds  will be  used to  liquidate  certain  classes  of
preferred  stock,  repay debt and other  liabilities not assumed and pay ongoing
operating  expenses.  Assuming that the Company receives a full reimbursement of
the  $5,336,000  escrow  account  deposit and combines these funds with existing
cash balances to pay all existing debt, the estimated  $548,000  closing working
capital adjustment (noted above) and redeems all currently  outstanding Series D
Preferred  Stock,  the  Company  anticipates  that there could be up to $900,000
available to pay ongoing operating expenses and make a liquidating  distribution
if  liquidation  were to be  pursued,  to the  remaining  Series A and  Series B
Preferred and common  stockholders;  however, the assumptions and approximations
may be  inaccurate,  and  therefore,  no  assurance  can be given that such full
reimbursement and/or approximation will be reliable.

            The  Company  has agreed  not to compete in the snack food  industry
without  the  consent of BF USB,  and does not plan to operate in the snack food
industry.   The  Board  of  Directors  of  the  Company  is  exploring   various
opportunities  to enter a new line of business.  The Board of Directors  has not
identified any new line of business at the present and there can be no assurance
that any new line of  business  will ever be  identified.  If the Board does not
successfully  identify or otherwise develop a new line of business,  it may seek
to liquidate the Company and pay out any net cash to the stockholders.

            In  conjunction  with the sales  transaction,  the Company  sold the
right to its brand names.  Accordingly,  it changed its name to Next  Generation
Technology Holdings, Inc.

            The Company was incorporated under the laws of the State of Delaware
in 1989. Its principal executive offices are located at 590 Madison Avenue, 21st
Floor, PMB 2137 New York, NY 10022, and its telephone number is (212) 521-4108.

                                       7

<PAGE>

            The  Company's   failure  to  satisfy  the  Nasdaq  SmallCap  Market
maintenance  requirements  resulted in the Common Stock being  delisted from the
Nasdaq SmallCap Market as of February 1, 2000.  Trading of the Company's  Common
Stock, if any, is now conducted in the Over-the-Counter Bulletin Board.

            As a result of the  delisting  of the  Common  Stock from the Nasdaq
SmallCap  Market,  an investor  may find it more  difficult to dispose of, or to
obtain  accurate  quotations  as to  the  market  value  of  the  Common  Stock.
Furthermore,  the regulations of the Securities and Exchange  Commission ("SEC")
promulgated  under the  Securities  Exchange  Act of 1934,  as amended,  require
additional  disclosure  relating to the market for penny stocks. SEC regulations
generally  define a penny stock to be an equity security that has a market price
of less than  $5.00 per  share,  subject to  certain  exceptions.  A  disclosure
schedule explaining the penny stock market and the risks associated therewith is
required to be delivered to a purchaser and various sales practice  requirements
are  imposed  on  broker-dealers  who sell penny  stocks to  persons  other than
established  customers and accredited  investors  (generally  institutions).  In
addition, the broker-dealer must provide the customer with current bid and offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson in the transaction and monthly account statements showing the market
value of each  penny  stock held in the  customer's  account.  If the  Company's
securities  become subject to the  regulations  applicable to penny stocks,  the
market  liquidity for the Company's  securities could be severely  affected.  In
such an event,  the  regulations  on penny  stock  could  limit the  ability  of
broker-dealers  to sell  the  Company's  securities  and  thus  the  ability  of
purchaser of the Company's  securities to sell their securities in the secondary
market.


Results of Operations
---------------------

            The Company's auditors have questioned the ability of the Company to
continue  as a going  concern due to  recurring  losses  from  operations  and a
significant net working capital  deficit.  Upon the  consummation of the sale of
assets the Company has been  exploring  new business  opportunities  but has not
identified any new business at present.  The Company's financial statements have
been presented on the basis that it is a going concern,  which  contemplates the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The financial statements do not include any adjustments to reflect
the possible future effects on the  recoverability  and classification of assets
or the amounts and  classifications  of liabilities that may result in the event
the Company's plans are not successful.  Further,  the results of operations for
the quarter  ending  September 30, 2000 may not be indicative of the results for
the full year or  necessarily  comparable  to prior  quarters as a result of the
sale of substantially all the assets of the Company during the quarter.

Net Sales. Net sales decreased 100% to zero for the three months ended September
30, 2000 as compared to approximately  $9.1 million for the same period in 1999.
The decrease is a result of the sale of the business effective June 1, 2000.

Gross  Profit.  Gross profit  decreased  100% to zero for the three months ended
September 30, 2000, as compared to $2.2 million for the same period in 1999. The
decrease is a result of the sale of the business, as noted above.

Selling,   General  and  Administrative   Expenses.  The  selling,  general  and
administrative  expenses  decreased  93% to $302,000  for the three months ended
September 30, 2000, as compared to $4.5 million for the same period in 1999. The
decrease is primarily a result of sale of the business, as noted above.

Other Income  (Expense) Other income  increased to $205,000 for the three months
ended September 30, 2000, as compared to $(142,000) the same period in 1999. The
increase is primarily as a result of interest income earned on proceeds received
from the sale of the business.

Provision  for Income Tax.  The  provision  for income tax for the three  months
ended  September  30, 2000 was zero,  as a result of there being a net operating
loss for the period for which a valuation  allowance  was provided to reduce the
tax benefit of this loss. The valuation  allowance increase for the three months
ended  September  30, 2000 was $73,000.  The  valuation  allowance  increase was
primarily due to the future  uncertainty  of the future  utilization  of the net
operating losses  generated.  The variation of the Company's  effective tax rate
from  the  federal  statutory  tax rate

                                       8
<PAGE>

is principally due to  non-deductible  amortization of intangible assets and the
effect of the increase in the valuation allowance.

Net Income.  Net loss was $188,000 for the three months ended September 30, 2000
as compared to a net loss of $2.4 million for the same period in 1999.


Liquidity and Capital Resources
-------------------------------

            In recent  periods,  the Company has utilized  its working  capital,
proceeds from both private  placements and the Company's initial public offering
(the  "Initial  Public  Offering")  of  common  stock,  $.01 par value per share
("Common  Stock")  and  proceeds  from the sale of its assets to BF USB to cover
operating  deficits.  Because  of the  Company's  sale  of  assets  and  related
non-compete  requirements,  it does not  intend to invest in plant or  equipment
relating to the manufacture or distribution of products for sale.  Consequently,
additions  to property and  equipment  are not expected to be material in future
periods.

            On August 18,  1999,  the  Company  issued  promissory  notes in the
aggregate  principal  amount of $360,000  (the  "Notes").  Interest on the Notes
accrues at a rate of 10% per annum.  A Note in the principal  amount of $250,000
was converted at the holder's request to an 8% Note (as defined below) on August
30, 1999. The remaining Note in the principal amount of $110,000, along with all
accrued interest on the Note, was paid on September 3, 1999.

            On August 30, 1999, the Company issued 8%  non-negotiable  unsecured
convertible  promissory  notes in the principal  amount of  $5,250,000  (the "8%
Notes"). The 8% Notes and accrued interest thereon were due and payable one year
from issuance of the 8% Notes. The 8% Notes were  convertible,  at the option of
the 8% Note holders,  into shares of the  Company's  Common Stock at the rate of
one  share  for each  $5.00  of  outstanding  principal  amount.  The 8%  Notes,
including all accrued interest thereon, were repaid on September 6, 2000.

            On December 23, 1999, the Company  consummated an initial closing of
a private  placement to which it issued an  aggregate  of 170,038  shares of 12%
Cumulative  Series C Preferred Stock for an aggregate  price of $3,401,000.  The
net proceeds of $2,993,000 were applied by the Company to increase cash balances
and reduce outstanding trade payable balances.

            On January 7, 2000,  the Company  consummated a second  closing of a
private  placement  to which it issued  an  aggregate  of  83,625  shares of 12%
Cumulative  Series C Preferred Stock for an aggregate  price of $1,673,000.  The
net proceeds of $1,467,000 were applied by the Company to increase cash balances
and reduce  outstanding  trade payable  balances.  On June 1, 2000,  the Company
redeemed  all  Series  C  Preferred  Stock,  with a total  liquidation  value of
$7,610,000.

            On April 6, 2000, the Company  consummated  the closing of a private
placement  to which it  issued an  aggregate  100,000  shares of 12%  Cumulative
Series D Preferred Stock for an aggregate price of $2,000,000.  The net proceeds
of $1,725,000  were used as follows:  (1) $500,000 was deposited  into a special
escrow reserve account related to the pending asset sale of the Company, and (2)
$1,225,000  to  increase  cash  balances,  paydown  the  bank  loan  and  reduce
outstanding  trade payable  balances.  The $500,000  special  escrow reserve was
returned to the Company,  on June 1, 2000, in conjunction  with the close of the
asset sale of the Company.

            Proceeds from the sales transaction and escrow deposit refunds (when
received) have been and will be used to liquidate  certain  classes of preferred
stock,  repay debt and other  liabilities not assumed and pay ongoing  operating
expenses.  Assuming  that  the  Company  receives  a full  reimbursement  of the
$5,336,000  escrow  account  deposit and combines these funds with existing cash
balances to pay all  existing  debt,  the  estimated  $548,000  closing  working
capital  adjustment  (previously  noted) and redeem  all  currently  outstanding
Series D  Preferred  Stock,  the Company  anticipates  that there could be up to
$900,000  available to pay ongoing  operating  expenses  and make a  liquidating
distribution, if liquidation were to be pursued by the Company, to the remaining
Series  A

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<PAGE>

and Series B Preferred and common  stockholders;  however,  such assumptions and
approximations may be inaccurate due to unknown indemnification claims which may
arise and the possible new business opportunities that the Company may enter.


Forward-Looking Statements

            This report contains certain  forward-looking  statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby.  Although the Company believes that
the assumptions  underlying the forward-looking  statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward-looking statements included in this report will
prove to be accurate. In light of the significant  uncertainties inherent in the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         At  September  30,  2000,  the  Company had no  outstanding  derivative
financial instruments.  All of the Company's transactions occur in U.S. dollars.
Therefore,  the Company is not subject to significant  foreign currency exchange
risk.

                                       10
<PAGE>
12

Part II:         Other Information


Item 6.          Exhibits and reports on Form 8-K:
                    a) Exhibits:
                       27  Financial Data Schedule.

                    b) Form 8-K:  None.

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<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, thereunto duly authorized.



                                       NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                                                     (Registrant)

November 13, 2000                      /s/ Donald C. Schmitt
--------------------                   -----------------------------------------
        Date                                     Donald C. Schmitt
                                               President, Director and
                                              Chief Executive Officer and
                                             principal financial officer



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