                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    Form 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934




Date of Report (Date of earliest event reported): SeptemberOctober 189, 2001
                                                  ------------------------------


                    NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
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                 (Exact name of registrant as specified in its charter)


    Delaware                     000-24941          06-1255882
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(State or other jurisdiction   (Commission       (IRS Employer
     of incorporation)         File Number)   Identification No.)


               590             33 MadisonCity AvenueCentre Drive, 21thUnit Floor364, New YorkMississauga, NewON YorkL5B 100222N5
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                              (Address of Principal Executive Offices)


Registrant's telephone number, including area code: (212905) 521306-41089671
                                                    ------------------



               590 Madison Avenue, 21st Floor, New York, NY 10022
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Item 5.  Other Events.
         ----------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
         On






ITEM September2.     ACQUISITION OR DISPOSITION OF ASSETS

            Effective  26October 9,   2001,  pursuant to the  Agreement  and Plan of
Merger dated as of September  18, 2001 by and among Next  Generation  Technology  
Holdings,     Inc.
(OTCBB:  ("NGTH") (the,   Next  Generation   Acquisition,   Corp.  ("CompanyNGAC"),
HealthyConnect.com,  announcedInc., that("HCCI"), itCarl hasPahapill enteredand intoMarc anSmith, agreementas amended by
andAmendment planNo. 1 thereto dated as of  merger  to merge  September 26, 2001 (the "Merger Agreement"),
HCCI merged with  HealthyConnect.com. and into NGAC,  Inc with NGAC as the surviving entity.  For  additional In accordance
informationwith the Merger  Agreement,  the referenceholders isof madeHCCI Common Stock became entitled to
receive the0.1066268 Agreementshare andof PlanNGTH Common Stock for each share of MergerHCCI andCommon AmendmentStock
Noowned by them,  or an  aggregate  of  approximately  4.5 1million  shares theretoof whichNGTH
Common areStock.  The incorporatedshares hereinof byNGTH referenceCommon andStock  acquired arein attachedconnection  with heretothe
asMerger have not been  Exhibitsregistered  2.1under the  andSecurities  2.2Act of 1933, as amended
(the "Securities  respectivelyAct"),     and,  accordingly,  may not be  re-transferred  by the
holders  newsthereof  releaseabsent a future  whichregistration  isunder the  Securities Act or an
incorporatedexemption  therefrom.   For  additional  information,   see  the  Press  Release
concerning the merger which is incorporated  herein by reference and is attached 
hereto as Exhibit 99.1.

ItemITEM 7.     FinancialFINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
            AND EXHIBITS

            (a)         Financial   Statements  of  Business  Acquired:   It  is
                        impracticable   to  provide   the   required   financial
                        statements  at  the  time  this  Report  is  filed.  The
                        required  financial  statements will be filed as soon as
                        practicable, but no later than 60 days after this Report
                        must be filed.

            (b)         Pro Forma Financial Information:  It andis Exhibitsimpracticable to
                        provide the required pro forma financial  information at
                        the time this Report is filed.  The  required  pro forma
            ------------------------------------------------------------------                        financial   information   will  be   filed  as  soon  as
                        practicable, but no later than 60 days after this Report
                        must be filed.

            (c) 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.

            99.1                 Press Release dated SeptemberOctober 2610, 2001.


                                      
                                       -2-





                                   SIGNATURES
                                   ----------


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


                                                              NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
                                    -----------------------------------------
                                    (Registrant)



Dated: September 28, 2001                                     By: /s/ DonaldCarl C. SchmittPahapill
                                                                    ----------------------------------------
                                       Name:  Donald                             Carl C.Pahapill
                             President Schmittand Chief Executive Officer
                                       Title


DATE: President/CEOOctober 17, 2001



                                                                             -3-




                                  EXHIBIT INDEX
                                  -------------


            299.1     Agreement        Press andRelease Plan of Merger dated SeptemberOctober 1810, 2001

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

            99.1    Press Release dated September 26, 2001.                                       -4-
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