Adkins M Douglas – ‘SC 13D’ on 4/25/00 re: Next Generation Technology Holdings Inc

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6±    27K 
 2: EX-10.2     Schedule 13D                                          10±    38K 
 3: EX-10.3     Schedule 13D                                          11±    39K 

SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549 

SCHEDULE 13D  
Under the Securities Exchange Act of 1934   
(Amendment No ______)*    

DELICIOUS BRANDS, INC.                                                          
--------------------------------------------------------------------------------
(Name of Issuer)

COMMON STOCK                                                                    
--------------------------------------------------------------------------------
(Title of Class of Securities)

246890 10 7                                                                     
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(CUSIP Number)

Virginia K. Sourlis, Esq.                                                       
P.O. Box 237                                                                    
Red Bank, NJ  07701                                                             
(732) 758-9001                                                                  
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to     
Receive Notices and Communications)     

April 6, 2000                                                                   
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this  Schedule 13D, and is filing this  
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13(d)-1(g), check
the following box /X/.                                                          

NOTE:  Schedules filed in paper format shall include a signed                   
original and five copies of the schedule including all exhibits.                
See Section 240.13d-7(b) for other parties to whom copies are to be sent.       

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

CUSIP No.                             13D                    Page  2  of        
Pages                                                                           

________________________________________________________________________________
1.   NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)            

M. DOUGLAS ADKINS                                                               

________________________________________________________________________________
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
                                                          (a)  [_]
                                                          (b)  [_]

________________________________________________________________________________
3.   SEC USE ONLY                                                               

________________________________________________________________________________
4.   Source of Funds (See Instructions)                                         

PF                                                                              

________________________________________________________________________________
5.   Check if Disclosure of Legal Proceedings Is Required Pursuant              
to Items 2(d) or 2(e)                                                 

________________________________________________________________________________
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       

UNITED STATES                                                                   

________________________________________________________________________________
NUMBER OF    7.   SOLE VOTING POWER                                         

SHARES           1,538,780                                                
               _________________________________________________________________
BENEFICIALLY   8.   SHARED VOTING POWER                                         

OWNED BY          0                                                         
               _________________________________________________________________
EACH       9.   SOLE DISPOSITIVE POWER                                  

REPORTING         1,538,780                                                 
               _________________________________________________________________
PERSON      10.   SHARED DISPOSITIVE POWER                                

WITH            0                                                       
________________________________________________________________________________
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,538,780                                                                       

________________________________________________________________________________
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

                                                                       [_]

________________________________________________________________________________
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

32.8%                                                                           

________________________________________________________________________________
14.  TYPE OF REPORTING PERSON*                                                  

IN                                                                              

________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

CUSIP No.                             13D                    Page  3  of        
Pages                                                                           

ITEM 1.  SECURITY AND ISSUER                                                    

Title of the class of equity securities:  Delicious Brands, Inc. common stock,  
$0.01 par value.                                                                

Address of Issuer:  2070 Maple Street, Des Plaines, Illinois  60018.            

ITEM 2.  IDENTITY AND BACKGROUND                                                

(a)  Name:     M. Douglas Adkins                                        

(b) Residence or business address:  1601 Elm Street, #3000, Dallas, Texas  75201

(c) Present principal occupation or employment:  Attorney, Gardere & Wynne      

(d) Mr. Adkins has not, during the past five years, been convicted in a         
criminal proceeding (excluding traffic violations or similar misdeamors).       

(e) Mr. Adkins has not, during the last five years, been a party to a civil     
proceeding of a judicial or administrative body of competent jurisdiction and   
as a result of such proceeding was or is subject to a judgment, decree of final 
order enjoining future violations of, or prohibiting or mandating activities    
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

(f) Mr. Adkins is a citizen of the United States of America.                    

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

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 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 sale of certain assets and        
liabilities of the Company (see "Recent History" for previous discussion), and  
(2) $1,225,000 to increase cash balances, pay down the bank loan and reduce     
outstanding trade payable balances.                                             

ITEM 4.  PURPOSE OF TRANSACTION                                                 

On January 7, 2000, Mr. Adkins acquired 75,000 shares of Series C Convertible   
Preferred Stock of the Company ("Series C Stock") for investment held in the    
name of the Baker Family Trust, which Mr. Adkins is the trustee and has sole    
voting power for the trust.  Each share of Series C Stock is, subject to        
equitable adjustments, convertible into ten (10) shares of Common Stock.  Mr.   
Adkins reserves the right to continue to acquire securities of the Issuer from  
time to time in the open market or otherwise.  In addition, Mr. Adkins reserves 
the right to sell any securities of the Company, including the Shares, in the   
open market or otherwise subject to the terms and conditions set forth in the   
Series C Stock Purchase Agreement, dated January 7, 2000, by and between Mr.    
Adkins and the Company (the "Series C Purchase Agreement").                     

In accordance with the terms of the Series C Purchase Agreement, the Company    
filed with the Secretary of State of the State of Delaware the Certificate of   
Designation, Preferences and Other Rights and Qualifications of Series C Stock  
of Delicious Brands, Inc. (the "Series C Certificate of Designation")           
designating the 75,000 shares of Series C Stock.                                

The Series C Purchase Agreement and the Series C Certificate of Designation     
referred to in this Item 4 are incorporated herein in their entirety by         
reference and the above descriptions of these documents are qualified by such   
documents themselves.  The Series C Purchase Agreement is attached hereto as    
Exhibits 10.2.                                                                  

On April 6, 2000, Mr. Adkins acquired 50,000 shares of Series D Convertible     
Preferred Stock of the Company ("Series D Stock") for investment, 25,000 Series 
D Stock is held in the name of the Baker Family Trust, and 25,000 Series D      
Stock is held in the name of the Adkins Family Partnership.  Each share of      
Series D Stock is, subject to equitable adjustments, convertible into ten (10)  
shares of Common Stock.  Mr. Adkins reserves the right to continue to acquire   
securities of the Issuer from time to time in the open market or otherwise.  In 
addition, Mr. Adkins reserves the right to sell any securities of the Company,  
including the Shares, in the open market or otherwise subject to the terms and  
conditions set forth in the Stock Purchase Agreement, dated March 3, 2000, by   
and between Mr. Adkins and the Company (the "Series D Purchase Agreement").     

In accordance with the terms of the Series D Purchase Agreement, the Company    
filed with the Secretary of State of the State of Delaware the Certificate of   
Designation, Preferences and Other Rights and Qualifications of Series D        
Preferred Stock of Delicious Brands, Inc. (the "Series D Certificate of         
Designation") designating the 50,000 shares of Series D Stock.                  

The Series D Purchase Agreement and the Series D Certificate of Designation     
referred to in this Item 4 are incorporated herein in their entirety by         
reference and the above descriptions of these documents are qualified by such   
documents themselves.  The Series D Purchase Agreement is attached hereto as    
Exhibits 10.3.                                                                  

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

(a) Mr. Adkins beneficially owns 1,538,780 shares of Common Stock which         
represents 32.8% of the outstanding Common Stock.  The aggregate percentage of  
Common Stock reported to be beneficially owned by Mr. Adkins is based upon      
4,697,085 shares outstanding, which is the total number of shares of Common     
Stock outstanding as reported in Form 10-K for the fiscal year ended December   
31, 1999.                                                                       
(b) Mr. Adkins may be deemed to have sole voting power and dispositive power to 
vote 288,780.  Assuming the conversion of the Series C Stock and Series D       
Stock, he may be deemed to have sole voting power and dispositive power to vote 
1,538,780 shares of Common Stock or 32.8% of the Common Stock of the Company.   
(c) There have been no transactions in the securities of the Company effected   
by the Mr. Adkins in the past sixty (60) days.                                  
(d) No other person has the right to receive or the power to direct the receipt 
of dividends from, or the proceeds from the sale of the Shares.                 
(e) Not applicable.                                                             

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER                                                     

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.                  

In accordance with the terms and conditions of the Series C Purchase Agreement, 
Mr. Adkins purchased from the Company 75,000 shares of Series C Stock.  The     
Series C Stock has the designations, rights and other terms and provisions set  
forth in the Company's Certificate of Designation, which rights and terms       
include, without limitation: (i) the right of the holder of each share of       
Series C Stock to convert each such share into ten shares of Common Stock       
(subject to equitable adjustments) at any time or from time to time; and (ii)   
the right to vote on all matters on which holders of Common Stock shall be      
entitled to vote, voting together as one class in the same manner and with the  
same effect as such holders of Common Stock.                                    

The Series C Purchase Agreement and the Series C Certificate of Designation     
referred to in this Item 6 are incorporated herein in their entirety by         
reference and the above descriptions of these documents are qualified by such   
documents themselves.  The Series C Purchase Agreement is attached hereto as    
Exhibits 10.2.                                                                  

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.                           

In accordance with the terms and conditions of the Series D Purchase Agreement, 
for an aggregate purchase price of $1,000,000, Mr. Adkins purchased from the    
Company 50,000 shares of Series D Stock.  The Series D Stock has the            
designations, rights and other terms and provisions set forth in the Company's  
Certificate of Designation, which rights and terms include, without limitation: 
(i) the right of the holder of each share of Series D Stock to convert each     
such share into ten shares of Common Stock (subject to equitable adjustments)   
at any time or from time to time; and (ii) the right to vote on all matters on  
which holders of Common Stock shall be entitled to vote, voting together as one 
class in the same manner and with the same effect as such holders of Common     
Stock.                                                                          

The Series D Purchase Agreement and the Series D Certificate of Designation     
referred to in this Item 6 are incorporated herein in their entirety by         
reference and the above descriptions of these documents are qualified by such   
documents themselves.  The Series D Purchase Agreement is attached hereto as    
Exhibits 10.3.                                                                  

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS                                       

  Exhibit 10.2.  Form of Series C Purchase Agreement, dated January 7, 2000.

Exhibit 10.3.  Form of Series D Purchase Agreement, dated March 3, 2000.

SIGNATURE                                                                       

After reasonable inquiry and to the best of my knowledge and belief, I  
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:   April 18, 2000                                                         

                     /s/ M. DOUGLAS ADKINS
                                       (Signature)

                           M. DOUGLAS ADKINS
                                        (Name/Title)

Attention.  Intentional misstatements or omissions of fact constitute federal   
criminal violations (see 18 U.S.C. 1001).                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		4/25/00		SC 13D
		4/18/00
		4/6/00
		3/3/00
		1/7/00
		12/31/99		10-K,  10-K/A,  NT 10-K,  PREM14C
		8/31/99
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