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.
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(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
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(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
9
<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.
11
<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
12
