SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                 Current Report

        Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                           Date of Report: May 1, 2001
                        (Date of earliest event reported)


                        SEEDLING TECHNOLOGIES CORPORATION
                        ---------------------------------
             (Exact name of registrant as specified in its charter)



          Delaware                      000-24903              87-0460452
          --------                      ---------              ----------
(State or other jurisdiction of    (Commission File No.)    (I.R.S. Employer
incorporation or organization)                               incorporation or
                                                            organization ID No.)



             519 SW Third Avenue, Suite 805, Portland, Oregon 97204
             ------------------------------------------------------
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (800) 893-8894


                                       N/A
            ---------------------------------------------------------
          (Former name or former address if changed since last report)



ITEM 5.  OTHER EVENTS

         On May 1, 2001 Seedling  Technologies  Corporation  ("the  Registrant")
(OTC.BB:  SEED) and NxGen Networks Inc ("NxGen") (OTC.BB:  NXNW) entered in to a
non-binding  letter of intent pursuant to which NxGen has agreed to acquire 100%
of the issued and  outstanding  shares of  SouthernPlanet  Inc., a  wholly-owned
subsidiary  of   Registrant.   In  exchange  for  the  1,000  common  shares  of
SouthernPlanet  Inc.  issued and  outstanding  and currently  owned by Seedling,
NxGen at closing will issue  Registrant  an aggregate  of  30,647,737  shares of
NxGen  common  stock in  exchange  for the  shares  of BAA  Corp.  Prior to this
transaction,  there are  approximately  27,000,000  shares of NxGen common stock
issued and outstanding, and upon consummation of this transaction the Registrant
will own approximately 53% of the issued and outstanding shares of NxGen.

         The closing of the  transaction is conditioned  on, among other things,
an audit of the financial statements of NxGen, due diligence and the approval of
the board of directors of each company.

         The description contained herein of the transaction is qualified in its
entirety by reference to the Letter of Intent and the Press Release dated May 3,
2001, which are attached as Exhibits 2.1 and 99.1 respectively.

ITEM 7.  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      Financial Statements

         None.

(b)      Pro Forma Financial Statements

         None.

(c)      Exhibits

         99.1     Seedling Technologies Corp. Press Release dated May 3, 2001.

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         Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                              SEEDLING TECHNOLOGIES CORP.

                                              By: /s/ Douglas B. Spink
                                                  --------------------------
                                                   Douglas B. Spink, CEO


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