`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, 2001

[   ]       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 Identification Number)
   incorporation or organization)

      33 City Centre Drive, Unit 364                    L5B 2N5
      Mississauga, Ontario, Canada
----------------------------------------            -------------
(Address of Principal executive offices)             (Zip code)

Registrant's telephone number including area code:  (905) 306-9671
                                                    ---------------


        ----------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                        if changed since the last report)

Securities Registered Pursuant to Section 12 (b) of the Act:

                                      NONE

Securities Registered Pursuant to Section 12 (g) of the Act:

                          Common Stock, $.01 par value

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 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 / /

10,993,721 shares of common stock were outstanding on November 16, 2001.






                                      INDEX

                                                                            Page
Part I:     Financial Information

   Item 1.  Financial Statements

            Balance Sheets as of September 30, 2001 and December 31, 2000     2

            Statements of Operations, Three Months Ended September 30, 2001
            and 2000 and Nine Months Ended September 30, 2001 and 2000        3

            Statements of Cash Flows, Nine Months Ended September 30, 2001
            and 2000                                                          4

            Notes to Condensed Financial Statements                           6

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

   Item 3.  Quantitative and Qualitative Disclosure about Market Risk         9

Part II:    Other Information

   Item 1.  Legal Proceeding                                                  9

   Item 2.  Changes in Securities and Use of Proceeds                         9

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

Signatures                                                                   10

                                       1





                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                                 BALANCE SHEETS



                                                                       September 30,   December 31,
                                                                       -------------   ------------
                                                                          2001              2000
                                                                       -------------   ------------
                                                                       (unaudited)

ASSETS
Current Assets:
      Cash .........................................................   $    899,514    $    741,597
      Accounts receivable net of allowances of
            $647,385 and $1,522,991, respectively ..................              0               0
            Due from escrow agent ..................................      1,454,533       2,835,225
      Income taxes refundable ......................................              0          90,000
      Prepaid expenses and other current assets ....................        555,719         239,713
                                                                       ------------    ------------
                                                                          2,909,766       3,906,535
Property and Equipment, Net of Accumulated Depreciation ............              0               0
                                                                       ------------    ------------
                                                                       $  2,909,766    $  3,906,535
                                                                       ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
      Accounts payable .............................................   $    553,827    $    204,569
      Due to distributors ..........................................        190,160         190,160
      Accrued expenses .............................................      1,156,334       1,279,240
      Current portion of long-term liabilities .....................        153,420         162,676
                                                                       ------------    ------------
                                                                          2,053,741       1,836,645
                                                                       ------------    ------------
Long-term Liabilities:
      Restructuring liability ......................................              0         121,022
                                                                       ------------    ------------
                                                                                  0         121,022
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
            Class A common stock, voting, $.01 par value, 25,000,000
                shares authorized, 5,766,597 shares issued .........         57,666          57,666
      Additional paid-in capital ...................................     14,389,027      14,389,027
      Accumulated deficit ..........................................    (16,646,287)    (15,553,444)
                                                                       ------------    ------------
                                                                          1,017,074       2,109,917
      Less, common stock in treasury at cost .......................       (161,049)       (161,049)
                                                                       ------------    ------------
      Total stockholders' equity ...................................        856,025       1,948,868
                                                                       ------------    ------------
                                                                       $  2,909,766    $  3,906,535
                                                                       ============    ============

         The accompanying notes are an integral part of this statement.

                                       2


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

                                               Three Months Ended September 30,   Nine Months ended September 30,
                                               --------------------------------    -------------------------------

                                                    2001           2000                 2001             2000
                                                    ----           ----                 ----             ----

Net Sales (including sales of approximately
      $0 and $ 94,864 for the three months
      ended Sept 30, 2000 and nine months
      ended Sept 30, 2000, respectively, to
      related parties) .......................   $          0    $          0       $          0    $ 10,508,289

Cost of Sales (including approximately
      $0 and $1,000 for three months ended
      Sept. 30, 2000 and nine months ended
      Sept. 30, 2000, respectively, from related
      parties) ...............................              0               0                  0       7,701,178
                                                 ------------    ------------       ------------    ------------
Gross Profit .................................   $          0    $          0                  0       2,807,111
                                                 ------------    ------------       ------------    ------------
Operating Expenses:
      Selling, general and administrative ....        761,299         301,581          1,165,676       7,132,374
                                                 ------------    ------------       ------------    ------------
Loss from Operations .........................   ($   761,299)   ($   301,581)      ($ 1,165,676)   ($ 4,325,263)

Other Income (Expense):
      Gain on Sale of Business ...............   $          0    $          0       $          0      14,439,149
      Interest expense .......................         (6,369)        (91,355)           (22,045)       (432,552)
      Other, net .............................         29,117         205,260             94,874         380,828
                                                 ------------    ------------       ------------    ------------
                                                       22,748         113,905             72,829      14,387,425
                                                 ------------    ------------       ------------    ------------
Income (Loss) before Provision for
             Income Taxes ....................   ($   738,551)   ($   187,676)      ($ 1,092,847)   $ 10,062,162
Provision for Income Taxes ...................              0               0                  0         300,000
                                                 ------------    ------------       ------------    ------------
Net Income (Loss) ............................   ($   738,551)   ($   187,676)      ($ 1,092,847)   $  9,762,162
                                                 ============    ============       ============    ============
Earnings per Share:
      Basic:
            Net Income (Loss) per share
                  of common stock ............         ($0.13)         ($0.03)            ($0.19)          $1.82
            Weighted average number of
                  shares of common outstanding      5,717,672       5,702,865          5,717,672       5,368,829
                                                 ============    ============       ============    ============
      Diluted:
             Net Income (Loss) per share
                 of common stock.... .........         ($0.13)         ($0.03)            ($0.19)          $1.42
             Weighted average number of
                 shares of common outstanding       5,717,672       5,702,865          5,717,672       6,882,674
                                                 ============    ============       ============    ============

         The accompanying notes are an integral part of this statement.
                                       3



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


                                                                                          Nine Months Ended September 30,
                                                                                                2001             2000
                                                                                                ----             ----
Cash Flows from Operating Activities:

            Net Loss ....................................................................   $ (1,092,847)  $   9,762,162
                                                                                            ------------   -------------
            Adjustments to reconcile net loss to net cash used in
                        operating activities:
                        Depreciation and amortization ...................................              0         856,620
                        Provision for bad debts .........................................       (875,606)        290,233
                        Gain on Sale of Business ........................................              0     (14,439,149)
                        Increase (Decrease) in cash from changes in:
                                    Accounts receivable .................................        875,606        (729,921)
                                    Inventory ...........................................              0         (21,854)
                                    Prepaid expenses and other current assets ...........       (316,006)     (4,374,659)
                                    Other assets ........................................      1,380,692      (1,335,179)
                                    Accounts payable and accrued expenses ...............        226,356        (636,105)
                                    Due to distributors .................................              0         (15,166)
                                    Income Tax Payable ..................................         90,000         300,000
                                    Accrued restructuring liabilities ...................       (121,022)       (167,802)
                                    Other liabilities ...................................         (9,256)       (611,676)
                                                                                            ------------    ------------
             Net cash used in operating activities ......................................        157,918     (11,122,496)
                                                                                            ------------    ------------

Cash Flows from Investing Activities:
            Purchase of property and equipment ..........................................              0          (1,925)
            Proceeds from Sale of Business (net $849,800 of sales
                        commissions and accrued estimate working
                        capital adjustment due purchaser of $462,013) ...................              0      24,527,587
                                                                                            ------------    ------------

            Net cash used in investing activities .......................................              0      24,525,662
                                                                                            ------------    ------------

Cash Flows from Financing Activities:
            Proceeds from (payments of) bank loan payable, net ..........................              0      (1,326,032)
            Proceeds (payments) of current portion of
                        Subordinated debt ...............................................              0      (5,593,332)
            Proceeds from issuance of preferred stock C .................................              0       1,672,500
            Proceeds from issuance of common stock ......................................              0          10,058
            Proceeds from issuance of preferred stock D .................................              0       2,000,000
            Redemption of preferred stock C .............................................              0      (7,609,890)
            Payment of preferred stock dividends ........................................              0        (475,962)
            Payment of stock issuance costs .............................................              0        (425,636)
                                                                                            ------------    ------------
            Net cash provided by (used in) financing activities .........................              0     (11,748,294)
                                                                                            ------------    ------------

Increase (Decrease) in cash .............................................................        157,918       1,654,872
Cash, Beginning of Period ...............................................................        741,597         600,762
                                                                                            ------------    ------------
Cash, End of Period.....................................................................    $    899,514    $  2,255,634
                                                                                            ============    ============

Supplemental Disclosure of Cash Flow Information:
            Cash paid during the period for:
                        Interest ........................................................   $     22,045    $    587,391
                                                                                            ============    ============


                                       4





Supplemental Disclosure of Non-Cash
       Investing and Financing Activities:

            On June 1, 2000 the Company sold substantially all of its assets and
            business to BF USB, Inc. for which the Company received  $25,290,613
            in cash and BF USB, Inc. assumed $2,856,653 of certain  liabilities.
            A portion of the cash proceeds were  deposited in an escrow  account
            and, as of September  30, 2001,  $1,454,533  (including  $120,533 of
            interest earned) was reflected as due from escrow agent. The Company
            recognized  a gain on the  sale of  assets  of  $14,439,149,  net of
            commissions of $849,400.







         The accompanying notes are an integral part of this statement.

                                       5





                    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 audited financial statements
were  omitted.  The interim  financial  statements  and notes  should be read in
conjunction with the audited 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, 2000. The unaudited interim financial
statements accompanying this report 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, 2001 and 2000 and for the
nine months ended September 30, 2001 and 2000, basic net income (loss) per share
and diluted net income (loss) per share have been calculated  using the weighted
average  number of shares of common  stock,  $.01 par value of the Company  (the
"Common Stock"),  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.          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 flow.

                                       6





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


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. BF USB was affiliated with certain
of the  Company's  suppliers  and customers and has acquired a business 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  businesses to BF USB for cash. As a result of the sale of
substantially  all of its assets,  the Company had no tangible assets other than
cash and had no operations since June 1, 2000 through September 30, 2001.

            On September 18, 2001, the Company  entered into a Merger  Agreement
with  HealthyConnect.com,  Inc., a privately held company incorporated under the
laws of the State of Delaware, pursuant to which HealthyConnect.com,  Inc. would
merge with and into a wholly owned subsidiary of the Company in exchange for the
issuance of 4,500,000 shares of Common Stock of the Company. The acquisition was
completed  on October 9, 2001.  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 three months and nine months ended  September 30,
2001 may not be  indicative  of the  results  for the full  year or  necessarily
comparable   to   prior   quarters   as  a   result   of  the   acquisition   of
HealthyConnect.com, Inc. by the Company subsequent to the end of the quarter.

Results of Operations


NET SALES.  Net sales  remained at zero for the three  months ended for the same
periods and decreased 100% to zero for the nine months ended  September 30, 2001
as compared to zero and approximately $10.5 million in 2000,  respectively.  The
decrease in the nine months ended comparison is due to the sale of substantially
all the assets of the business on June 1, 2000.

GROSS PROFIT.  Gross profit  remained at zero for the three months ended for the
same periods and decreased 100% to zero for the nine months ended  September 30,
2001 as compared to zero and approximately  $2.8 million in 2000,  respectively.
The  decrease  in the  nine  months  ended  comparison  is due  to the  sale  of
substantially all the assets of the business, as noted above.

SELLING,   GENERAL  AND  ADMINISTRATIVE   EXPENSES.  The  selling,  general  and
administrative  expenses  increased 167% to  approximately  $0.8 million for the
three months ended  September  30, 2001 as compared to $0.3 million for the same
period  in 2000.  This was  primarily  due to  increased  legal  expense  due to
litigation.  The selling,  general and administrative  expenses decreased 84% to
approximately  $1.2  million for the nine  months  ended  September  30, 2001 as
compared to $7.1 million for the same period in 2000. The decrease was primarily
due to the sale of substantially all the assets of the business, as noted above.

OTHER  INCOME  (EXPENSE).  Other income  decreased  80% to $22,748 for the three
months ended  September 30, 2001, as compared to $113,905 for the same period in
2000. The decrease was due to less funds in the investment account. Other income
decreased  99.5% to $72,829 for the nine months ended  September  30,  2001,  as
compared  to $14.4  million  for the same  period  in 2000.  The  decreases  are
primarily due to the one-time effect to net income of the consideration received
from sale of substantially all the assets of the Company on June 1, 2000.

PROVISION  FOR INCOME TAX. The Company had no  provision  for income tax for the
three months  ended  September  30, 2001 and 2000  because of the net  operating
losses for such periods.  The provision for income tax for the nine months ended
September  30, 2001 was zero  compared  to  $300,000  in the nine  months  ended
September 30, 2000 because of net operating income for such periods attributable
to the gain on the sale of substantially  all of the assets of the Company.  The
variation of the  Company's  effective  tax rate from the federal  statutory tax
rate is principally due to the non-deductible amortization of intangible assets.

                                       7





NET INCOME.  Net loss was $0.7 million for the three months ended  September 30,
2001 as  compared to a loss of $0.2  million  for the same  period in 2000.  The
increase is primarily due to the increase in legal expenses, as noted above. Net
loss was $1.1 million for the nine months ended  September  30, 2001 as compared
to a gain of $9.9  million  for the  same  period  in  2000.  The  decrease  are
primarily as a result of sale of substantially all the assets of the Company, as
noted above.


Liquidity and Capital Resources

            As part of the purchase price for substantially all of the assets of
the Company, an escrow account of approximately $5.34 million was established to
cover any  indemnification  claims that may arise within eighteen months of June
1, 2000, the closing date of the sale of substantially  all of the assets of the
Company.  Amounts  released  from  escrow  will  be  reduced  by the  amount  of
indemnification  claims,  if any, paid or filed by BF USB.  Funds  released from
escrow  will be used to repay debt and other  liabilities  not  assumed  and pay
ongoing operating expenses.

            Pursuant  to the  terms  of the  escrow  agreement,  one half of the
escrow  amount,  approximately  $2.7 million,  was released on December 1, 2000,
which  was  reduced  by   approximately   $550,000  for  final  working  capital
adjustments  and  approximately  $84,000  related  to a claim made by BF USB for
reimbursement of certain  packaging  liabilities that BF USB claimed it had paid
on behalf of the Company. The Company timely objected to this claim and received
such amount on September 10, 2001, as noted below.

            Pursuant to the terms of the escrow  agreement,  approximately  $1.4
million  was  released  from  escrow on  September  10,  2001.  This  represents
one-fourth  of the total  escrow  amount,  which  portion  was  scheduled  to be
released  after June 1, 2001,  plus the $84,000 claim  previously  withheld less
approximately $445,000 which was for legal fees and settlements.

            If the Company does not receive all of the  remaining  amount in the
escrow account of approximately $1.3 million, the Company believes that its cash
and cash  equivalents  will be sufficient to satisfy its operating  expenses for
approximately nine months. The Company anticipates that sufficient sales revenue
will be  generated  by that time to be cash flow  positive.  If the  Company  is
unable to generate positive cash flow, the Company's  business may be materially
adversely affected.


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.

                                       8





Item 3.  Quantitative and Qualitative Disclosures About Market Risk


            As of September 30, 2001, 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.



                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

            On August 29,  2001,  the Circuit  Court of Cook  County,  Illinois,
dismissed  with  prejudice the claims  asserted by Pate's Bakery LLC against the
Company that it wrongfully  terminated the  manufacturing  agreement between the
parties.  The remaining  claims of Pate's  Bakery,  LLC were  dismissed  without
prejudice.  Pate's Bakery LLC has until November 29, 2001 to amend its complaint
against the Company to reassert any claims that were dismissed without prejudice
by the Court.

Item 2. Changes in Securities and Use of Proceeds

            The  following  unregistered  securities  were issued by the Company
during the three months ended September 30, 2001:

                        Description of                Number of Shares              Exercise Price
Date of Issuance      Securities Issued         Issued or Subject to Options            per Share

8/29/01               Common Stock Options                400,000                        $0.74

All of the above options were granted to directors of the Company. These options
are immediately exercisable and have a life of ten years.

The  issuance  of these  securities  is claimed to be exempt  from  registration
pursuant  to  Section  4(2)  of the  Securities  Act of  1933,  as  amended,  as
transactions by an issuer not involving a public offering.

                                       9





Item 6. Exhibits and Reports on Form 8-K

(a)         Exhibits

Exhibit No.           Exhibit

2.1                   Agreement and Plan of Merger dated September 18, 2001*
2.2                   Amendment No. 1 dated  September 26, 2001 to the Agreement
                      and Plan of Merger*

(b)         Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended September 30, 2001.

------------------------

*    Incorporated by reference to the Company's Current Report on Form 8-K dated
     October 1, 2001.


                                   Signatures


            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereto duly authorized.

                                       NEXT GENERATION TECHNOLOGY
                                       HOLDINGS, INC.
                                            (Registrant)


November 19, 2001                            /s/ Donald C. Schmitt
-------------------------------              -----------------------------------
Date
                                             Donald C. Schmitt
                                             Chairman of the Board of Directors,
                                             Chief Financial Officer

                                       10`