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 March 31, 2002

                                       or

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

                        For the transition period from to

                         Commission file number 0-23416

                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
        (Exact name of Small Business Issuer as Specified in Its Charter)


DELAWARE                                                    06-1255882
--------                                                   ----------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                        Identification No.)

33 City Centre Drive, Suite 364
MISSISSAUGA, ONTARIO CANADA                                      L5B 2N5
---------------------------                                      -------
(Address of principal executive offices)                        (Zip Code)

         (905) 306-9671 (Issuer's telephone number, including area code)
         --------------

           Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

           The number of shares outstanding of the registrant's Common Stock,
$0.01 Par Value, on May 15, 2002 was 11,909,002 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 March 31, 2002          1

                      Consolidated Statements of Operations for the
                      Three Months Ended March 31,2002 and 2001                2

                      Consolidated Statements of Cash Flows for the
                      Three Months Ended March 31,2002 and 2001                3

                      Notes to the Consolidated Financial Statements         4-5


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

PART II:   OTHER INFORMATION

           Item 1.    Legal Proceedings                                        9

           Item 2.    Changes in Securities                                   10

           Item 3.    Defaults Upon Senior Securities                         10

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

           Item 5.    Other Information                                       10

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

                      Signatures                                              10


<PAGE>


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

                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                           Consolidated Balance Sheet
                                 March 31, 2002
                                   (Unaudited)

                                     ASSETS
CURRENT ASSETS:
<S>                                                                <C>
        Cash                                                       $    861,861
        Accounts receivable, net of allowance
              of $654,632                                               530,134
        Prepaid expenses and other current assets                       100,419
                                                                   ------------
                Total Current Assets                                  1,492,414
                                                                   ------------

PROPERTY AND EQUIPMENT - at cost, net                                   326,941

GOODWILL - at cost, net                                               3,167,658
                                                                   ------------
                                                                   $  4,987,013
                                                                   ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
        Accounts payable                                           $    293,729
        Accrued expenses                                              1,900,980
        Deferred revenue                                                219,546
        Note payable to shareholder                                      25,000
        Current portion of restructuring liability                       59,980
                                                                   ------------
                Total Current Liabilities                             2,499,235
                                                                   ------------

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,
            11,162,682 shares issued including
            shares held in treasury                                     111,627
        Additional paid-in capital                                   18,257,068
        Accumulated deficit                                         (17,130,332)
                                                                   ------------
                                                                      2,648,827
        Less: Treasury stock, at cost                                  (161,049)
                                                                   ------------

        Total stockholders' equity                                    2,487,778

                                                                   ------------
                                                                   $  4,987,013
                                                                   ============
</TABLE>






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


                                      -1-


<PAGE>

<TABLE>
<CAPTION>


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

                                                    Three Months Ended March 31,
                                                   -----------------------------
                                                       2002             2001
                                                   ------------    -------------
                                                                  (Restated -
                                                                   see Note 1)

<S>                                                <C>             <C>
NET SALES                                          $    130,026    $       --

COST OF SALES                                            58,958            --
                                                   ------------    -------------

GROSS PROFIT                                             71,068            --
                                                   ------------    -------------

SELLING, GENERAL AND ADMINISTRATIVE                     718,582          47,337
                                                   ------------    -------------

LOSS FROM OPERATIONS                                   (647,514)        (47,337)
                                                   ------------    -------------

OTHER INCOME (EXPENSES):
      Interest expense                                   (3,080)        (11,408)
      Interest income                                     4,261            --
      Other, net                                            209          47,983
                                                   ------------    -------------
           OTHER INCOME, net                              1,390          36,575
                                                   ------------    -------------

NET LOSS                                               (646,124)        (10,762)

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

NET LOSS TO COMMON STOCKHOLDERS                    $   (646,124)   $   (282,637)
                                                   ============    =============


NET LOSS PER COMMON SHARE, basic and diluted       $      (0.06)   $      (0.05)
                                                   ============    =============

WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING, basic and diluted          11,078,182       5,717,672
                                                   ============    =============

</TABLE>




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



                                      -2-


<PAGE>

<TABLE>
<CAPTION>



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

                                                                   Three Months Ended March 31,
                                                                   ---------------------------
                                                                      2002             2001
                                                                   ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>            <C>
      Net loss                                                     $  (646,124)   $   (10,762)
      Adjustments to reconcile net loss to
        net cash used in operating activities:
               Depreciation and amortization                           252,609           --
               Provision for bad debts                                    --          (10,000)
               Changes in operating assets and liabilities:
                       Accounts receivable                            (227,329)        10,000
                       Prepaid expenses and other current assets         2,646         (4,360)
                       Other assets                                       --          (13,757)
                       Accounts payable and accrued expenses           (26,586)      (121,235)
                       Deferred revenue                                181,521           --
                                                                   -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                                 (463,263)      (150,114)
                                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITY:
      Purchase of property and equipment                               (62,493)          --
                                                                   -----------    -----------
NET CASH USED IN INVESTING ACTIVITY                                    (62,493)          --
                                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITY:
      Accrued restructuring liabilities                                (47,413)       (42,162)
                                                                   -----------    -----------
NET CASH USED IN FINANCING ACTIVITY                                    (47,413)       (42,162)
                                                                   -----------    -----------

NET DECREASE IN CASH                                                  (573,169)      (192,276)

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

CASH, END OF PERIOD                                                $   861,861    $   549,320
                                                                   ===========    ===========

Supplemental Disclosure of Cash Flow Information:
      Cash paid during the period for:
               Interest                                            $     3,080    $    11,408
                                                                   ===========    ===========


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.

</TABLE>


    The accompanying notes are an integral part of these financial statements



                                      -3-


<PAGE>



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


1.         BASIS OF PRESENTATION  AND RESTATEMENT

           The unaudited interim financial statements included herein were
           prepared pursuant to the rules and regulations for interim reporting
           under the Securities Exchange Act of 1934, as amended. Accordingly,
           certain information and footnote disclosures normally accompanying
           the audited financial statements have been omitted. The unaudited
           interim financial statements and notes thereto should be read in
           conjunction with the audited financial statements and notes thereto
           contained in the Annual Report on Form 10-K of Next Generation
           Technology Holdings, Inc. (the "Company") for the year ended December
           31, 2001. The unaudited interim financial statements accompanying
           this report contain all adjustments which in the opinion of
           management are necessary to ensure that the financial statements are
           not misleading. Results for the interim periods are not necessarily
           indicative of results for the full year.

           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 a
           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 statement of operations, has been restated for the three months
           ended March 31, 2001. The impact of this restatement was to increase
           the 2001 basic and diluted loss per share by $0.05.

           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 $646,000 and $11,000
           for the three months ended March 31, 2002 and 2001, respectively.
           Additionally, the Company had a net working capital deficiency of
           approximately $1,007,000, an accumulated deficit of $17,130,000 at
           March 31, 2002 and negative cash flows from operations for the three
           months ended March 31, 2002 and 2001, of approximately $463,000, and
           $150,000, respectively. Those conditions raise substantial doubt
           about the Company's ability to continue as a going concern.
           Management expects cash flows from operations to improve in the
           second quarter of the year ended 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 three months ended March 31, 2002 and for the three months
           ended March 31, 2001, basic and diluted loss per common share have
           been calculated using the weighted average number of shares of common
           outstanding during each period. All options and warrants were omitted
           from the computation of diluted loss per common share 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 at March 31, 2002, the fair value of the Company, as evidenced
               by the quoted market price of its common shares, exceeded its
               carrying value, and in the opinion of management there is no
               goodwill impairment loss at that date.

               Accordingly, the adoption of SFAS No. 142 had no impact on the
               Company in the three months ended March 31, 2002.

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



                                      -4-


<PAGE>


           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
           course 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 our financial position or results of
           operations.

4.         LITIGATION

           In April 2002, the Company was served with a legal action that was
           commenced in the Supreme Court, New Yourk County, New York by Olshan
           Grundman Frome Rosenzweig & Wolosky LLP claiming legal fees of
           approximately $180,000, rendered in connection with the acquisition
           concerning HealthyConnect, Inc. in October 2001 and other legal
           matters. The Company intends to file a counterclaim for approximately
           $445,000 plus costs to recover amounts paid by the Company in
           September 2001 to settle disputes arising from the rendering of such
           professional advice. As at December 31, 2001 and March 31, 2002,
           accrued expenses include approximately $180,000 in connection with
           this matter. The Company intends to rigorously defend this action.

           On October 5, 1999, one of the Company's former suppliers, Pate's
           Bakery LLC ("Pate"), filed suit against the Company in the Circuit
           Court of Cook County, Illinois, claiming breach of contract and bad
           faith dealing. On February 15, 2001, Pate filed a Second Amendment
           Complaint in which it claimed, among other things, breach of
           fiduciary duties against the Company's directors and violations of
           the Illinois Uniform Fraudulent Transfers Act ("UFTA"). Pate requests
           damages in excess of $10,000,000. The Company moved to dismiss the
           breach of contract claim, in part, as well as the breach of fiduciary
           duties and UFTA claims. On August 29, 2001, the Court granted the
           Company's motion and, among other things, dismissed the breach of
           contract claim with prejudice to the extent it was based on a claim
           for wrongful termination. Additionally, on October 29, 2001, an
           agreed order was entered specifically dismissing the claims against
           the directors without prejudice. On December 6, 2001, Pate's filed a
           Third Amended Complaint alleging claims for breach of contract and
           damages of approximately $1,567,000. On December 7, 2001, Pate's also
           filed a Motion for Reconsideration of the Dismissal of Claims for
           Wrongful Termination of Contract and For Leave to File a Fourth
           Amended Complaint. The Company opposed the motion, which was denied
           by the Court on March 12, 2002. 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 (Note 1),
           representing management's best estimate of the cost to settle this
           claim.

           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.


                                      -5-




<PAGE>


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

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

Set forth below is a discussion of the financial condition and results of
operations for the quarters ended March 31, 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.

                                                        Three Months
                                                       ended March 31,
                                                -----------------------------
                                                         (in thousands)
                                                2002               2001
                                            -------------      ------------

           Net sales                       $         130      $        355
           Cost of sales                              59                98
                                            -------------      ------------
           Gross profit                               71               257

           Selling, general and
              administrative expenses                719               521
                                            -------------      ------------
           Loss from operations                    (648)             (264)
           Other income, net                           2                37
                                            -------------      ------------

           Net loss                        $       (646)      $      (227)
                                            =============      ============


GENERAL

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

Prior to the acquisition of Healthy Connect, 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 ended March 31, 2001 (prior to its
acquisition by the Company), and the results of operations of the Company for
the three months ended March 31, 2002.



                                      -6-


<PAGE>


RESULTS OF OPERATIONS

Net Sales: Net sales of the Company decreased $225,000 (63%) to $130,000 for the
quarter ended March 31, 2002 compared to net sales of $355,000 for
HealthyConnect the quarter ended March 31, 2001. The decrease is a result of
sales to Japanese customers in 2001 that were not replicated in 2002.

Gross Profit: Gross profit of the Company decreased 72% to $71,000 for the
quarter ended March 31, 2002 compared to gross profit of $257,000 for
HealthyConnect for the quarter ended March 31, 2001. The decrease is a result of
lower sales volume relative to the payroll component in cost of sales in 2002
versus 2001.

Selling, General and Administrative Expenses: The selling, general and
administrative expenses of the Company increased 38% to $719,000 for the quarter
ended March 31, 2002, compared to a total of $521,000 (consisting of $47,000 for
the Company and $474,000 for HealthyConnect) for the quarter ended March 31,
2001. The increase is primarily attributable to costs to implement the planned
growth of HealthyConnect through the hiring of additional personnel and
associated operating costs.

Other Income (Expense): Other income decreased from $37,000 for the quarter
ended March 31, 2001 to $2,000 for the quarter ended March 31, 2002. In 2001,
the cash proceeds received from the sale in 2000 of substantially all the assets
of the Company's business earned interest income prior to the acquisition of
HealthyConnect in October 2001. Such cash has been applied to fund the company's
operations since the acquisition.

Provision for Income Taxes: The provision for income taxes for each of the
quarters ended March 31, 2002 and 2001 was zero due to a net operating loss for
those periods, for which a valuation allowance was provided to reduce the tax
benefit of this loss to zero.

Net Income (Loss): Net loss of the Company was $646,000 for the quarter ended
March 31, 2002 as compared to a net loss of $227,000 ($11,000 for the Company
and $216,000 for HealthyConnect) for the quarter ended March 31, 2001. The
increased loss is attributable to lower sales and gross profit margins,
increased selling, general and administrative expenses to implement the planned
growth of HealthyConnect, and lower interest income.

Dividends: The Company did not declare dividends on its shares of Common Stock
and Preferred Stock during each of the quarters ended March 31, 2002 and 2001.
For purposes of calculating earnings per share for the quarter ended March 31,
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 March 31, 2002, the Company had a working
capital deficit of approximately $1,000,000 as compared to a working capital
deficit of approximately $654,000 as of December 31, 2001. The Company's cash
balance as of March 31, 2002 of $862,000 is, in management's opinion, sufficient
to ensure the continued operation of the Company and the payment of amounts due
until the HealthyConnect business is profitable and generating sufficient cash
flow to meet its liquidity requirements. The Company does not expect additions
to property and equipment to be material in the near future. The Company expects
HealthyConnect to be cash flow positive by the end of the third quarter of 2002,
although there can be no assurance thereof.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred net
losses of approximately $646,000 and $11,000 for the three months ended March
31, 2002 and 2001, respectively. Additionally, the Company had a net working
capital deficiency of approximately $1,007,000, an accumulated deficit of
$17,130,000 at March 31, 2002 and negative cash flows from operations for the
three months ended March 31, 2002 and 2001, of approximately $463,000, and
$150,000, respectively. Those conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management expects cash flows
from operations to improve in the second quarter of the year ended 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.

RECENT ACCOUNTING PRONOUNCEMENTS

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

As at March 31, 2002, the fair value of the Company, as evidenced by the quoted
market price of its common shares, exceeded its carrying value, and in the
opinion of management there is no goodwill impairment loss at that date.

Accordingly, the adoption of SFAS No. 142 had no impact on the Company in the
three months ended March 31, 2002.



                                      -7-


<PAGE>


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

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.



                                      -8-


<PAGE>


We May Need Additional Financing To Achieve Our Growth Strategy.

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

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

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

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

Dependence On Technology.

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

PART II:   OTHER INFORMATION

ITEM 1:              LEGAL PROCEEDINGS

On October 5, 1999, one of the Company's former suppliers, Pate's Bakery LLC
("Pate"), filed suit against the Company in the Circuit Court of Cook County,
Illinois, claiming breach of contract and bad faith dealing. On February 15,
2001, Pate filed a Second Amendment Complaint in which it claimed, among other
things, breach of fiduciary duties against the Company's directors and
violations of the Illinois Uniform Fraudulent Transfers Act ("UFTA"). Pate
requests damages in excess of $10,000,000. The Company moved to dismiss the
breach of contract claim, in part, as well as the breach of fiduciary duties and
UFTA claims. On August 29, 2001, the Court granted the Company's motion and,
among other things, dismissed the breach of contract claim with prejudice to the
extent it was based on a claim for wrongful termination. Additionally, on
October 29, 2001, an agreed order was entered specifically dismissing the claims
against the directors without prejudice. On December 6, 2001 Pate's filed a
Third Amended Complaint alleging claims for breach of contract and damages of
approximately $1,567,000. On December 7, 2001, Pate's also filed a Motion for
Reconsideration of the Dismissal of Claims for Wrongful Termination of Contract
and For Leave to File a Fourth Amended complaint. The Company opposed the
motion, which was denied by the Court on March 12, 2002. Despite the Court
denying Pate's claim on the motion, Pate has re-filed a new Motion for
Reconsideration of Dismissal of Claims for Wrongful Termination of Contract and
for leave to file a Fourth Amended Complaint. The Company intends to vigorously
defend this new motion and intends to continue to vigorously contest the claims
asserted by Pate. The Company has filed a counterclaim for breach of contract
due to the poor quality of Pate's products and filed a motion to dismiss the
asserted claims. As of March 31, 2002 and December 31, 2001, 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.


                                      -9-


<PAGE>


In April 2002, the Company was served with a legal action that was commenced in
the Supreme Court, New Yourk County, New York by Olshan Grundman Frome
Rosenzweig & Wolosky LLP claiming legal fees of approximately $180,000, rendered
in connection with the acquisition concerning HealthyConnect, Inc. in October
2001 and other legal matters. The Company intends to file a counterclaim for
approximately $445,000 plus costs to recover amounts paid by the Company in
September 2001 to settle disputes arising from the rendering of such
professional advice. As at December 31, 2001 and March 31, 2002, accrued
expenses include approximately $180,000 in connection with this matter. The
Company intends to rigorously defend this action.

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


Item 2.              Changes in Securities: None

Item 3.              Defaults Upon Senior Securities: None

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

Item 5.              Other Information: None

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

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)



MAY 20, 2002                          /S/  DONALD C. SCHMITT

DATE                                  Donald C. Schmitt
                                      Chairman of the Board of Directors,
                                      Next Generation Technology Holdings, Inc.




                                      -10-


<PAGE>