U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB



       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                       EXCHANGE ACT OF 1934 [FEE REQUIRED]

                     For the fiscal year ended June 30, 2003

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from ______________ to _____________

                         Commission file number: 0-49624

                  NATIONAL HEALTHCARE FINANCIAL SERVICES, INC.
            (Name of small business issuer specified in its charter)

                               Florida 65-1099348
                  (State or other jurisdiction (I.R.S. Employer
              of incorporation or organization) Identification No.)


           2754 West Atlantic Blvd., Suite 4, Pompano Beach, FL 33069
          (Address of principal executive offices, including zip code)

                                  954-343-4970
                (Issuer's telephone number, including area code)


         Securities registered under Section 12(b) of the Exchange Act:

                              Name of each exchange
                     Title of each class on which registered
                                    None None

         Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, $0.0001 par value per share


Check whether the issuer:  (i) 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 (ii) has been
subject to such filing requirements for the past 90 days. Yes X No ____

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained  to the  best  of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The issuer's revenues for the fiscal year ended June 30, 2003 were $0.

The number of shares outstanding of the issuer's common stock as of September
23, 2003 was 3,294,500 shares.

The market value of the voting and non-voting common equity held by
non-affiliates computed on the basis of the price at which such shares were sold
was $52,500 on September 23, 2003.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

Transitional Small Business Disclosure Format :  .  Yes ____  No   X


ITEM 1. DESCRIPTION OF  BUSINESS

GENERAL

OVERVIEW

     Our business plan is to purchase healthcare  provider accounts  receivables
at a discount  to the face  amount of the  receivable.  We will then  attempt to
collect 100% of the account balance. The receivables generally will be purchased
from  healthcare  providers and other similar  businesses,  which we refer to in
this  prospectus as our "sellers" or  "providers."  We will rely on our officers
and employees to provide the services required for the purchase,  monitoring and
administration of the receivables, like marketing,  servicing,  underwriting and
acquisition services.

     Our receivable purchases will generally be limited to those having payors
like:

         *    Medicare;

         *    Medicaid;

         *    other governmental agencies like Civilian Health and Medical
              Program of the Uniform Services ("CHAMPUS");

         *    commercial insurance companies;

         *    casualty insurers; and

         *    managed care providers, preferred provider organizations and
               self-insured companies.

     We  will  only  purchase  the  insured  portion  of an  account  receivable
generated from patient services  rendered by healthcare  providers that meet the
financial  requirements  and  underwriting  standards that we will establish and
which will be designed to limit any losses on the purchase of receivables.  This
will include  limitations  on the amount of  receivables  purchased from any one
provider.

     We will  establish  credit  criteria which is similar to that used by other
similar lending institutions. We will review the relevant operating,  historical
and financial data of prospective providers are reviewed to assess the financial
risk involved in purchasing that prospective  providers healthcare  receivables.
The insured portion represents an obligation of third-party insurance companies,
large  corporations,  state or federal government  agencies,  preferred provider
organizations  or health  maintenance  organizations.  We will not  purchase any
portion of receivables  that are "self-pay."  Self-pay relates to the portion of
the receivable to be paid by an individual patient.

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INDUSTRY BACKGROUND

     While the healthcare  industry  remains a major factor in the United States
economy,  we believe that recent changes in the economics of healthcare delivery
have  increased the demand for  financing  services of the type to be offered by
our company. Due to the pressure from health insurance  companies,  corporations
and  government  agencies to control  health care costs,  a trend toward managed
care has  emerged.  We  believe  the shift to  managed  care,  coupled  with the
increasingly  complicated  reimbursement  procedures  implemented  by  payors of
healthcare  receivables,  has made billing  collection  more  difficult and time
consuming, with collection time for healthcare receivables running 60 to 90 days
or more,  which presents  financial  problems for many providers.  Consequently,
healthcare  providers  experience a  substantially  increased need for immediate
cash flow to support not only daily  operational  expenses,  but the  additional
billing  and  collection  services  expense.  In  order  to  improve  collection
efficiency,  healthcare  providers are forced to either  out-source  billing and
collection or hire a number of highly skilled  employees solely for these tasks.
Despite these  efforts,  many  providers  often incur a significant  loss due to
their inability to effectively  process large amounts of claim  information in a
timely manner. With payor reimbursement arrangements requiring increasingly more
complex and lengthy  procedures,  the providers' revenue collection  departments
have  become  less  able to  timely  process  the  claims  due to their  limited
capacity.  Improperly or incompletely  submitted  information results in payment
delays.

     Consequently,  we believe a serious administrative and cash flow management
problem  exists for many  healthcare  providers.  They are faced  with  numerous
expenses  ranging from  equipment  and facility  costs to payroll and  liability
insurance fees. In the new managed care  environment,  healthcare  providers are
forced  to  become  more  efficient   business  operators  in  order  to  remain
profitable. The consequences of a provider's inability or unwillingness to adapt
to these changes by using more sophisticated revenue collection systems causes a
shift in financial risk for providing healthcare from the payor to the provider.

     We believe these  providers  have an increased  need for  predictable  cash
flow.

     Businesses   generally  utilize  working  capital  or  accounts  receivable
financing to bridge the shortfall between the turnover of current assets and the
maturity of current liabilities. A business will often experience this shortfall
during periods of revenue growth because cash flow from new revenues lags behind
cash outlays  required to produce new  revenues.  For example,  a growing  labor
intensive  business will often need to fund payroll  obligations before payments
are received on new services provided or products produced. We believe that many
healthcare  providers have rapidly expanding  businesses,  and therefore require
accounts receivable financing to fund their growth.

     As a  result  of  these  developments,  we  believe  financing  or  sale of
healthcare  receivables  has become a more  efficient  solution to meet the cash
flow needs of today's healthcare providers.

OUR BUSINESS STRATEGY

     Banks, commercial finance companies,  factors and various smaller financing
companies  provide  financing  through the purchase of  receivables.  We believe
these lenders  typically have been less willing to provide  financing to smaller
healthcare  providers  of the types we  intend  to serve and that a  substantial
market demand exists for our proposed services.

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<PAGE>

     TARGET  PROVIDERS.  We intend to offer  financing  to  medium  and  smaller
hospitals, other healthcare providers and durable medical equipment distributors
that  generally  do not produce  receivables  at a high enough  level to attract
large financial institutions,  by purchasing their receivables. We believe there
is less  competition  for the  financing  business of these  smaller  providers.
Initially,  our  primary  marketing  strategy  will  focus  on the  purchase  of
receivables from:


     *    physician groups consisting of two to six doctors;

     *    home healthcare facilities;

     *    durable medical equipment distributors;

     *    medical staffing companies;

     *    radiology and diagnostic medical facilities;

     *    medical testing facilities; and

     *    other healthcare businesses and related businesses which we determine
          through the underwriting process to have low risk.


     We intend to target those  providers  with  billings of $20,000 to $200,000
per month. We believe  fee-for-service  practitioners  are a good type of client
due to the  relatively  small  nature of their  business and the manner in which
they are paid.  Fee-for-service  practitioners are  practitioners  that bill for
healthcare services using a retail billing rate for the services provided.  They
are  then  paid by the  insurance  companies  based  on  medical  fee  schedules
established by the insurance industry.  These healthcare  practitioners  usually
have two to six  practitioners  in one  office.  We  believe  their  billing  is
relatively easy to monitor and purchase,  and believe their payment pattern will
be best suited for our business.  The other healthcare  businesses with which we
intend to deal are primarily small hospitals,  skilled nursing facilities,  home
health agencies and medical clinics.

     TARGET  GEOGRAPHICAL  AREAS. We intend to initially target  fee-for-service
practitioners  and other healthcare  businesses in the South Florida counties of
Palm Beach,  Broward,  Miami-Dade and Monroe. These counties include cities like
West Palm Beach, Fort Lauderdale and Miami as well as suburban areas.

     OBTAINING  PROVIDERS.  We generally  will have four  potential  sources for
developing and locating the healthcare  provider base from which we will acquire
receivables:

   *      referrals  from banks and other  financial  institutions,
   *      referrals from independent financing brokers and insurance agents,

   *      advertising and public relations, and

   *     sales and marketing personnel.


     Banks are  continually  approached  by  medical  groups for  financing.  In
addition,  trust  departments,  brokerage  firms  and  investment  advisers  are
regularly  asked by their provider  clients where  financing  might be obtained.
Banks  and  institutions  may refer  providers  to us in those  cases  where the
institution is unwilling or unable to provide  financing for its client.  Such a
referral will provide the institution with the continued  goodwill of its client
since the institution will be providing assistance to the client by the referral
even if it will not finance the client directly.  There can be no assurance that
we will receive any such referrals.

                                       3
<PAGE>

     We believe a rapidly growing  community of independent  brokers exists that
arranges  financing  specific to the  healthcare  industry.  These brokers refer
providers to different  lending  institutions for a fee. These brokers assist in
locating  receivables   available  for  purchase  from  smaller  providers  that
typically cannot find traditional financing because of their small size.

     Independent  loan brokers act as middle men between  potential  sellers and
potential purchasers of healthcare  receivables.  They do not generally purchase
receivables for their own account.  Such brokers generally receive  compensation
of 10% of profits realized from their  activities.  The services of such brokers
provides  valuable  marketing  to a new  company  such  as  National  Healthcare
Financial Services,  Inc. in entering the healthcare receivables finance market.
Since our marketing  activities in the initial stages will be limited due to our
limited  amount of working  capital,  we believe  that working with loan brokers
will enable us to reach more potential customers than we could reach directly.

RECEIVABLES ACQUISITION PROCESS

     When we identify a healthcare  provider or other seller who we may purchase
receivables  from, we will generally  seek to enter into a receivables  purchase
agreement  with that  provider.  This  agreement will give us the right of first
refusal to purchase all receivables  from that seller either weekly,  bi-weekly,
semi-monthly  or monthly,  generally for a period of one year.  The terms of the
agreement will not require us to purchase any  particular  amount of receivables
from any provider.

     APPROVAL  OF  PROVIDERS  AND OTHER  SELLERS.  Generally,  we will  purchase
healthcare and other  receivables  directly from the seller after the seller and
the  receivables  have a set of criteria for the  selection  of the  prospective
sellers and guidelines for the receivables that will qualify for purchase.

     UNDERWRITING  POLICIES. In order to avoid purchasing healthcare receivables
which may be difficult or impossible to collect due to problems such as improper
activities  by  healthcare  providers  and  delivery of services  not covered by
patients'  insurance,  we will  undertake due  diligence and establish  criteria
which will govern the  acceptable  of healthcare  providers for our  receivables
financing  services.  Such  criteria  will  include,  but not be  limited to the
following:

* credit report and financial statements of the healthcare provider
* search for liens filed under the Uniform Commercial Code
* review of legal status of the provider with the Secretary of State
* conduct on-site visual inspection of medical and billing facilities
* review tax returns of providers
* review billing procedures and collection efforts
* phone verification of insurance coverage for services rendered by the medical
  provider
* review receivable aging reports
* review copies of contracts with payors such as health maintenance organization
* review good standing of providers with Medicare and Medicaid and insurers
* credit report for and financial statements individual guarantors
* criminal background check for individuals involved in management of providers

                                       4
<PAGE>

     The purpose of the foregoing is to determine that the healthcare providers
from which we purchase receivables:

*    are in good standing with payors such as health maintenance  organizations,
     private insurers and government payors;
*    that the provider has a reasonable credit history
*    that the provider has a satisfactory record of collecting its receivables
*    that the management of the provider has no unacceptable credit or criminal
     matters
*    that the provider has the ability to pay its obligations

     To the extent that the underwriting criteria that we establish do not allow
us to avoid of purchase of receivables which are objected to by the payor, we
may experience losses in our healthcare finance receivable business.

     Since we have not yet begun  operating our  healthcare  receivable  finance
investors  will not be able to judge the adequacy of the  underwriting  criteria
which we will establish.

     CREDIT RISK  MANAGEMENT.  The possible  insolvency or loss of funding of an
individual  third-party payor is a significant risk to our business. In order to
minimize this risk,  we will impose  restrictions  on the amount of  receivables
that can be  purchased  from  any  individual  third-party  payor,  within  each
provider and within the total loan portfolio. We will constantly review industry
rating  agency  reports and industry  journals and articles in order to gain any
foreknowledge of possible financial problems of any third-party payors.

     A credit report will be obtained from an appropriate  credit agency on each
prospective  provider  and its  principals  and any medical  personnel  with any
ownership interest.  The provider must be creditworthy,  and any negative credit
comments  must be explained  and  documented  to our  satisfaction.  Prospective
providers  will be  required  to  provide  favorable  bank  references.  A UCC-1
Financing  Statement  search will be performed  to  determine  that there are no
present  liens  against the  receivables  of the  prospective  provider.  If any
receivable liens do exist, the lien must be paid off before,  or as part of, the
initial purchasing or funding of any receivables.

     PURCHASE  OF  RECEIVABLES.  Our  purchase  agreement  with a provider  will
require  that we have  the  first  right  of  refusal  on all of the  provider's
receivables on a regular-interval basis, generally for one year.

     RECEIVABLES  CHARACTERISTICS.  In some cases,  we may purchase  receivables
that are more than 90 days old, depending on the analysis of the receivable. The
age for any  receivable  is the number of days elapsed since its billing date to
the  payor of the  receivable.  We will buy  receivables  with the goal that the
average age of receivables in our portfolio  generally will not exceed 180 days.
We will have the sole  discretion as to which  receivables we will purchase.  We
will  reserve  the right to  disqualify  some  categories,  or some  payors,  of
receivables for purchase at our discretion.

     When acquiring  receivables,  we will only purchase receivables that are to
be paid by:

     *    an insurance carrier;
     *    an approved HMO;
     *    an approved government agency;
     *    an approved institutional facility;
     *    a self-insured employer; or
     *    an other entity which meets our financial standards.

     Except for government agencies,  we will limit the portion of our portfolio
of  receivables  that are payable by a single  payor to 15%. We also will ensure
that at any  given  time no more than 50% of our  total  outstanding  investment
portfolio of receivables,  in the aggregate,  will be from Medicare and Medicaid
payors. Because Medicare and Medicaid claims are submitted  electronically,  the
turnaround  time for  payment  is about 30 days.  It is for this  reason we will
accept higher  amounts of these  receivables  than from  traditional  commercial
insurance carriers.

                                       5
<PAGE>

     PRICING  RECEIVABLES  FOR PURCHASE.  Once a seller has met the criteria and
agreed to the  requirements,  we will begin the process of selecting and pricing
the receivables for purchase. One of the most important aspects of the selection
process,  and the due diligence  procedure  performed on prospective  providers,
involves an analysis of a  provider's  historical  receivables  and  collections
records  to  evaluate  the  receivables  likely  to be  paid  within  a  defined
collection period.

     Our purchase price paid for healthcare and other  receivables will be based
on a percentage of the face value of the  receivable.  To determine the purchase
price,  the face  value  will be  reduced  first by the  amount  of any  patient
co-payment and any amounts in excess of what the payor has historically paid for
the procedure  giving rise to the receivable.  The resulting amount will then be
further reduced by considering  other factors that influence the amount which is
likely to be collected under the receivable, including the historical collection
experience  of the  provider,  amount of  reserves  held for that  provider  and
overall  experience is purchasing and collection of receivables from a provider.
The resulting  number will be the estimate of the net  collectible  value of the
receivable, or the estimated net receivable.

     RESERVE  ACCOUNT.  We will purchase the receivables at a price equal to the
estimated net receivable.  Only a portion of the purchase  price,  not exceeding
90% of the estimated net receivable,  will be paid to the seller immediately.  A
portion  of the  purchase  price not  immediately  paid will be  allocated  to a
reserve  account for that  provider.  We will retain the remainder of the unpaid
purchase price as our fee.

     The  purpose  for  establishing  a reserve  account  is to have  protection
against  losses due to  uncollected  receivables.  Withholding  a portion of the
purchase price is easier to exercise than  attempting to require the replacement
of an uncollected receivable or otherwise seeking enforcement of the receivables
purchase agreement.  If a purchased  receivable becomes outstanding for over 180
days, we may, at our option:

     *    offset the amount actually paid to the seller for the receivable
          against the seller's reserve account;
     *    offset the amounts due to the seller from the purchase of other
          batches of receivables;
     *    require the seller to replace the uncollected receivables with
          additional receivables; or
     *    exercise our rights under a guarantee from the seller, if any.

     If a receivable is collected at a later date,  the reserve  account will be
credited by the amount of the  collection  up to the amount that was  previously
offset.  Any time the amount collected with respect to a receivable is less than
the amount invoiced,  the difference will be offset against the reserve account.
If the receivables purchase agreement is terminated,  any remaining balance in a
seller's reserve account will be returned to the seller after the payment of any
advances made by us, and any interest and fees due have been paid.

     The amount of the reserve  account will generally  range from 10% to 25% of
the  estimated  net  receivable.  A seller is paid the amount  allocated  to its
reserve  account only when the amount exceeds a negotiated  percentage,  usually
25%, of all of the receivables purchased from the seller that are outstanding at
any one time. From time to time a reserve accounting will be made to the seller.
When  warranted by this  accounting,  any excess in the reserve  account will be
paid to the seller within 15 days of the accounting.  Any amount paid on a batch
of  receivables  in excess of the  estimated  net  receivable  is allocated as a
credit to the seller's reserve account.

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<PAGE>

     An adjustment  may be made if the seller's  reserve  account  balance falls
below 5% of the outstanding uncollected receivables balance for that seller. The
adjustment is typically  made to the estimated net receivable  percentage.  This
adjustment  effectively  reduces the percentage of cash  immediately paid to the
provider when future  receivables are purchased.  For example, a provider may be
initially paid 85% of the estimated net receivable immediately when a receivable
is purchased from that provider.  If that seller's reserve account balance falls
below 5% of the outstanding receivables balance and requires an adjustment,  the
provider may only be paid 80% of the  estimated  net  receivable  at the time of
purchase for future receivable  purchases.  In this example,  in addition to the
normal allocation to the reserve account,  an additional 5% of the estimated net
receivable  would be allocated to the reserve account for all future  purchases.
This  adjustment,  in effect,  increases  the amount  allocated  to the  reserve
account on each future purchase.

     LOCK  BOX  &  COLLECTIONS.  As  required  under  the  receivables  purchase
agreements  we  intend to  utilize,  all  proceeds  from the  collection  of the
purchased  receivables are required to be paid to a lock box account. A lock box
account is a post office box,  called a lock box,  established  by the bank that
processes  the  payments.  Payments  are  sent  directly  to these  lock  boxes.
Therefore,  the  third-party  payor payments of  receivables  will not go to the
seller,  but  rather  will be sent to the  appropriate  lock box.  When a seller
enters  into a  receivables  purchase  agreement,  a notice of change in mailing
address is sent to all payors of the receivables that are being  purchased.  The
notice will instruct the payors to deliver all payments to the appropriate  lock
box  account.  Each lock box is  established  and  functions  solely to  receive
payments.  When payments are sent to the lock box, the lock box processing  bank
deposits the payment into a lock box account with that bank.

     Separate lock box accounts will be established for each seller. Receivables
due and owing from  government  programs are subject to laws and regulations not
applicable to commercial payors.  Except in limited cases, Medicare and Medicaid
laws  and  regulations   provide  that  payments  for  services  rendered  under
government  programs  can  only be  made to the  healthcare  provider  that  has
rendered  the  services.  Therefore,  each  seller  will  have  a lock  box  for
non-government  collections and a separate lock box for government  collections,
like Medicare,  Medicaid, CHAMPUS, etc. The lock box account will be in the name
of the seller and National  Healthcare  Financial  Services.  for the government
collections,  and will be in the name of National Healthcare Financial Services.
for the non-government collections. The bank lock box proceeds are maintained in
a zero balance account which will be swept daily by each bank maintaining a lock
box  account  to the cash  concentration  account  that is under the  control of
National Healthcare Financial Corp.

     Weekly reports of purchased receivables are generated on a seller by seller
basis.  These reports provide currently  updated accounts  receivable agings and
other  valuable  portfolio  information,   including  claim  denial  trends  and
collections  performance.  Copies  of  these  weekly  reports  are  sent  to our
executive  offices  and the payment  and aging  update  reports are sent to each
seller.

     SERVICING OF RECEIVABLES.  Once a receivable is purchased we will regularly
run reports  showing  receipts from the account  receivable  purchased from each
medical  provider.  These  reports will show the progress of  collections  being
paid.  If the  reports  show a delay in  payments,  we will  call  the  payor to
determine the reason for the delay.  If a purchased  receivable is rejected by a
payor or becomes  outstanding for over 20 days, we will take appropriate  action
which may include:

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*    offset the amount actually paid to the seller for the receivable against
     the seller's reserve account.
*    offset the amounts due to the seller from the purchase of other  batches of
     receivables
*    require the seller to replace the uncollected  receivables  with additional
     receivables; or
*    exercise our rights under a guarantee from the seller, if any.

     Third party  payors will  generally  pay within a 30 day to 120 day period.
NHFS discounts its fees from funding to the medical  provider on the purchase of
the  receivables  NHFS's profits are derived at funding from the purchase of the
medical receivables.

CREDIT LOSS POLICY AND EXPERIENCE

     We  will  regularly  review  our  outstanding   healthcare  receivables  to
determine the adequacy of our allowance for losses on receivables. To date, none
of our  affiliates  has  experienced  any net  credit  losses  on the  pools  of
receivables  they  hold.  We expect to  maintain  the  allowance  for  losses on
receivables at an amount estimated to be sufficient to absorb future losses, net
of  recoveries,  inherent  in the  healthcare  receivables.  In  evaluating  the
adequacy  of the  allowance,  we  expect  to  consider  factors  like  trends in
healthcare  sub-markets,  past-due accounts,  historical charge-off and recovery
rates, credit risk indicators, economic conditions, on-going credit evaluations,
overall portfolio size, average seller balances,  reserve account balances, real
estate collateral valuations,  if any, and underwriting policies.  However, many
of these considerations involve the significant use of estimates and are subject
to rapid changes which may be unforeseen and could result in immediate increased
losses and material adjustments to the allowance or actual losses.

     To the extent that we may deem specific healthcare receivables to be wholly
or partially  uncollectable,  we will establish a specific loss reserve equal to
that amount.  We have not  established  an allowance for losses because we are a
newly formed company.  There can be no assurance that any allowance  established
in the future will be adequate to cover any losses we may experience.  We expect
to use a general  guideline for credit loss allowances of 2% of outstanding debt
at the time of reporting.  However,  this  guideline will be adjusted to reflect
the performance of each individual client.

     Because we are likely to collect more than the amount initially paid to the
seller of the  receivable,  the  portion  of the  purchase  price  that has been
withheld represents a reserve, or additional security, for the collection of the
amounts due under all of the  receivables  from that  seller.  The amount of the
holdback of a portion of the receivables' purchase price that does not represent
a yield to us upon  collection  of the  receivable  is  allocated to the reserve
account of that seller.  In some cases,  some or all of the balance of a reserve
account can be returned to the seller.  If a receivable  is in default,  we will
take measures to recover the purchase price. These measures include reducing the
sellers balance in its reserve  account,  seeking  replacement of the receivable
from the seller,  or  enforcing  corporate or personal  guarantees  given by the
seller, if any.

TITLE TO RECEIVABLES

     We believe that the  receivables  purchase  transactions we will enter into
will be "true sales" and the purchased receivables will be owned by us. However,
the purchase of a receivable might be characterized as a secured financing, or a
loan  secured  by the  receivables.  Therefore,  we will  also  take a  security
interest in each receivable  purchased and will file a UCC-1 financing statement
covering the receivables. If it is determined that a true sale of the receivable
has not occurred, we will be able to foreclose on the receivable or the proceeds
of the receivable as security for the amount paid for the receivable.

                                       8

<PAGE>

COMPETITION

     We expect to encounter  significant  competition in our healthcare  finance
business from numerous commercial banks, diversified finance companies,  secured
lenders and specialty  healthcare  finance  companies.  In addition,  healthcare
providers often seek alternative  sources of financing from a number of sources,
including venture capital firms, small business investment companies,  suppliers
and individuals. As a result, we will compete with a significant number of local
and regional sources of financing and several large national  competitors.  Many
of these  competitors have greater  financial and other resources than we do and
may have  significantly  lower costs of funds.  Competition can take many forms,
including the pricing of the financing, transaction structuring, like the use of
securitization   vs.  portfolio   lending,   timeliness  and  responsiveness  in
processing a client's financing application and customer service.  Although many
of our  competitors  have focused their business on large  hospitals and clinics
and generally prefer to buy receivables in multi-million  dollar  denominations,
typically with a lower profit margin,  these  competitors could enter our target
markets more aggressively in the future.

GOVERNMENT REGULATION

     Our  healthcare  finance  business  will be subject  to  federal  and state
regulation and supervision.  Currently, there are no regulations that require us
to obtain  specific  licenses  or  approvals,  other  than those  applicable  to
businesses  in  general,  to be able to  purchase  receivables  in the  State of
Florida. We will continually research and monitor regulations and will apply for
the appropriate  licenses if regulations change and require us to be licensed to
perform our business in any particular state in which we may operate.

     Our  business  will  be  affected  by our  inability  to  directly  collect
receivables  under  government  programs  and the  right of payors  under  these
programs to offset against  unrelated  receivables.  Our healthcare  receivables
purchase business will also be indirectly  affected by healthcare  regulation to
the extent  that any of our  sellers'  failures  to comply  with the  applicable
regulations affects our ability to collect their receivables.

EMPLOYEES

     We  employed  no  full-time  employees.  All  activities  to date have been
undertaken by our officers. We anticipate that we will begin hiring employees as
needed to support our entry into our proposed  healthcare  receivable  financing
business.

ITEM 2. DESCRIPTION OF PROPERTIES

     Our  principal  executive  offices are located at 2754 W.  Atlantic  Blvd.,
Suite 4, Pompano  Beach,  FL 33069.  We lease 100 square feet of office space at
that  location  pursuant  to a lease  with an  independent  landlord.  The lease
expired  in  July  2002  and  we  are   continuing  to  lease  the  space  on  a
month-to-month  basis for a monthly rental of $143. We believe that our existing
facilities are adequate for our current needs and that suitable additional space
will be available as needed.

                                       9

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A  VOTE OF SECURITIES HOLDERS.

     None.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no public market for our common stock.

     We have 27 record holders of our common stock.

     There are no restrictions on our ability to pay dividends. We have not paid
any dividends on our Common Stock,  and it is not anticipated that any dividends
will be paid in the foreseeable future. The declaration and payment of dividends
in the  future  will be  determined  by the  Board  of  Directors  in  light  of
conditions then existing, including the company's earnings, financial condition,
capital requirements and other factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN OF OPERATION

     Our  primary  focus  over  the  course  of  the  next  12  months  will  be
concentrated  on building a portfolio of healthcare  receivables  purchased from
healthcare  providers.  Generally,  we will  limit our  purchase  of  healthcare
receivables to obligations of commercial insurance carriers,  health maintenance
organizations  and debts guaranteed by a state or the United States  government,
including Medicare and Medicaid.

     We were  recently  formed and all  activity to date has been related to our
formation of our business,  formulation of our business plan and the development
of our  proposed  financing.  Our  ability to  commence  our  proposed  business
operations depends upon our obtaining adequate financial  resources through this
offering.

     We believe  that we require a minimum  of $50,000 of  available  capital to
begin purchasing healthcare  receivables.  If such capital is not raised we will
continue operating in the developmental stage, in which event we believe we have
adequate cash on hand for approximately 24 months.

     Our  officers  will provide  daily  management  of our  company,  including
marketing,  administration,  financial  management,  underwriting,  purchase and
collection  of  receivables.  We will also engage  other  employees  and service
organizations to provide needed services as the need for them arise. These could
include  services  such  as  computer  systems,   marketing,   cash  management,
collections, accounting, and administration.

     There can be no assurance that we will be able to successfully purchase any
healthcare  receivables.  We  believe  that  we  can  control  the  general  and
administrative  expenses of our  operations to be within the cash available from
this offering and from the collections on the receivables which we may purchase.
If our initial  operations  indicate  that our business can fulfill a demand for
the  purchase  of  healthcare   receivables  on  a  basis  which  will  lead  to
establishment of a profitable business we may seek additional sources of cash to
grow the business.  We do not currently have any commitments for the purchase of
healthcare receivables or for additional financing.

                                       10
<PAGE>

ITEM 7: FINANCIAL STATEMENTS.

     Our financial statements are filed after the signature page.

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     None.

Part III

ITEM 9:   DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS; COMPLIANCE
          WITH SECTION 16(a) OF EXCHANGE ACT.

Our directors and executive officers are:

     Name                 Age    Position

David Bullard             35     President and Chief Executive Officer, promoter

Robert Dwyer              48     Vice President and Chief Financial Officer

Edward L. Reid II M.D.    68     Chairman and Director

John W. Hemmer            75     Director

Robert Wilson             50     Director and Secretary, promoter


     David Bullard, President and Chief Executive Officer since May 28, 2001. He
has also served as a market consultant for Medfusion since February 2001.

     From  April 2000 to March  2001,  Mr.  Bullard  held the  position  of Vice
President  of  Business  Development  for  National  Internet  Health  Resources
Institute, an internet medical records firm.

     From 1997 to 2000, Mr. Bullard held the position of Administrator with Wake
Internal Medicine Consultants, Inc. His duties included management of a start-up
urgent care center and a SMO.

     From 1996 to 1997,  Mr.  Bullard  held the  position of Vice  President  of
Business Development and Marketing with Integrated Occupational Systems, Inc.

     From 1995 to 1996,  Mr.  Bullard held the  positions of  Administrator  and
Director of Operations  with Carolina  Physicians  Network.  His duties included
management  of family  medical  practices  in the  Carolina  area.  Achievements
include  M & A  duties  for  successful  startup  integrated  delivery  network.
Creation  of a consumer  - oriented  health  services  business  with first year
revenues of $700,000, including strategic partnerships with local industry.

     Mr. Bullard holds a Masters Degree in Healthcare  Administration as well as
a Post  Graduate  Fellowship  from  Carolinas  Healthcare  System.  He held  the
position of President in 2000 for the Triangle Medical Managers Association.  He
is  currently  a  member  in good  standing  with  the  Medical  Group  Managers
Association.

                                       11
<PAGE>

Robert  Dwyer,  Vice  President and Chief  Financial  Officer since May 28,2001.

     Mr. Dwyer has over twenty years of entrepreneurial  experience in business,
new market and product development, sales and marketing management, and business
start-ups, as well as in the development of systems for production, cost control
and administration.  In 1992, Mr. Dwyer founded Fidelity Capital Corporation,  a
factoring  company and has served as it President and CEO since that time.  From
1988 -1992 he served in various  executive  positions for Tech Aid  Corporation,
Data Management Systems International,  and United Cartridge  Corporation.  From
the late 1970's until 1988,  he founded  three  companies,  which he later sold:
5001/2 Environmental Design, Dagwood's Restaurants, and Habitat Construction. He
attended  the  University  Of  Richmond  in the early  1970's and  received  his
Bachelors degree from Virginia Commonwealth University in 1978.

Edward L. Reid II M.D., Chairman since May 28, 2001.

     Edward L. Reid,  II.,  M.D. is a physician in his own practice  since 1969,
specializing in internal medicine and endocrinology.  Dr. Reid was a director of
International  Airline  Support Group from October 1989 through January of 1991,
which was in involved in the sale of airplane parts.  Prior to that time, he was
the Director and President of Medical Care  Development  Corp. from October 1986
through  June  1988,  and  was  the   Secretary/Treasurer  of  its  wholly-owned
subsidiaries  Bayside Medical  Equipment,  Inc., and Bayside Home Health,  Inc.,
from January 1987 through June 1988.  Those provided  medical  services and home
health care.  Dr. Reid was a director of the John T. McDonald  foundation  which
was a not-for-  profit  corporation  that  oversaw  the  operations  of Doctor's
Hospital and Larkin General Hospital in Miami from December 1985 through January
of 1988. Dr. Reid has been  published  numerous times and has been an instructor
and Professor of Medicine at the University of Miami School of Medicine.

John W. Hemmer, Director since May 28, 2001.

     John W. Hemmer has served as Vice President of Finance and Chief  Financial
Officer of the Paradigm Medical Industries, a developer of laser systems for eye
surgery,  from September 20, 2000 to October 2001, when he was named Senior Vice
President.  Mr. Hemmer  served as Vice  President of Finance,  Treasurer,  Chief
Financial  Officer and a director of Paradigm  Medical  Industries from November
1995 to June 1999.

     Mr.  Hemmer  has  served  as a  consultant  and a  director  of Bio  Marine
Technolgies, Inc., since 1989 and was Chief Financial Officer from February 2000
until  October 1, 2001. He retired as a director in December,  2001.  Bio Marine
Technologies,  Inc. of Gulf Breeze, Florida, develops offshore marine production
systems for oyster  production  licensed  and  permitted  for use in the Gulf of
Mexico.

     Mr. Hemmer  received a B.A. degree in Economics from Queens College in 1951
and a M.S.  degree in Banking  and Finance  from  Columbia  University  Graduate
School of Business in 1952.

Robert Wilson, Director since May 28, 2001.

     Robert  Wilson is currently  the COO of eCom  eCom.com,  Inc.,  an Internet
based e-commerce  company. He formerly served as the acting President and COO of
eWebPEO.com, Inc. of Palm Beach Gardens, Florida during the year 2000..

     From 1995 through 2000,  Robert Wilson was the Managing  General Partner of
Wilson  and  Associates,  where he  established  a medical  accounts  receivable
factoring company.

     From 1992  through  1995 he served as Vice  President  of Sales for Optimum
Capital  Corporation,   Walnut  Creek,   California,   where  he  managed  sales
representatives  of the company,  successfully  implemented new recruit training
programs, and increased monthly sales five-fold.

     Prior to his work at Optimum Capital  Corporation,  Robert Wilson worked at
Healthcare Revenue Management, in San Francisco,  California, where he initiated
new programs,  expanded the sales team, and substantially increased annual sales
for the company.

     Mr.  Wilson  brings  experience  in planning,  sales  strategies  and sales
motivation.

                                       12
<PAGE>

     Our  directors  are elected  yearly and hold  office  until the next annual
meeting of shareholders and the election and qualification of their successors.

     Our  officers  are elected  annually by the board of  directors  and may be
replaced or removed by the board at any time.  Our  directors are elected by our
shareholders  annually and serve until the election and  qualification  of their
successors or their earlier resignation or removal.

Board of Director Committees

     Our board has not yet established any committees.

ITEM 10: EXECUTIVE COMPENSATION

     Our officers have verbally  agreed to provide their  services to us without
compensation  until we have sufficient  working capital to establish  reasonable
compensation.  At that time,  the board of directors  and officers  will seek to
agree upon  employment  agreements  providing a compensation  package which will
fairly  compensate  them for their future  services and be within our  available
financial resources.

Other Compensation Plans

     We have not  established  any long term  compensation  plans,  stock  based
compensation  plans,  incentive  compensation  plans  or other  compensation  or
benefit plans. We anticipate that such plans will be established as our business
develops.

Director Compensation

     We issued  shares to several of our  directors  in  consideration  of their
serving as directors until the next annual meeting of shareholders as follows:

         Edward L. Reid II M.D.             500 shares
         John W. Hemmer                     200 shares

     We do not have any other arrangements for compensating our directors.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Based solely on its review of Forms 3, 4 and 5 received by the company,  or
written  representations  from  certain  reporting  persons that no Forms 5 were
required for such persons,  the company  believes  that,  during the fiscal year
ended  June  30,  2003,  all  filing  requirements  under  Section  16(a) of the
Securities  Exchange  Act of 1934  applicable  to  officers,  directors  and 10%
shareholders were satisfied.

Promoters

     We  were  founded  in May  2001.  Robert  Wilson  and  David  Bullard  were
instrumental in our organization and may be considered promoters of our company.
As consideration  for their services in connection with our  organization,  such
promoters received 16,660 shares of our common stock.

                                       13
<PAGE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth,  as of September 23, 2003,  the beneficial
ownership of our  3,294,500  outstanding  shares of Common Stock by (1) the only
persons who own of record or are known to own beneficially,  more than 5% of our
Common Stock; (2) each director and executive officer; and (3) all directors and
officers as a group and the percentage owned as of such date.

                                Number of
Name and Addresses(1)           Shares               Percent Beneficially Owned

David Bullard                   50,000                       *
Robert Dwyer                    10,000                       *
Edward L. Reid II M.D.          25,000                       *
John W. Hemmer                  10,000                       *
Robert Wilson                  503,000                       15.2%
Roger Katen                    274,500                        8.3%

All directors and officers
    as a group (5 persons)     598,000                       18.2%

* less than 2%

(1)  The address for all persons listed is c/o National Healthcare Financial
     Services, Inc., 2754 W. Atlantic Blvd., Suite 4, Pompano Beach, FL 33069.


ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       None


PART 1V

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

Exhibit No.           Description


2(a)                Articles of Incorporation of the Registrant. Incorporated by
                    Reference to Exhibit 2(a) to Registrant's registration
                    statement on Form SB-2 (file no. 333-72976).

2(b)                Articles of Amendment to Articles of Incorporation -
                    Incorporated by Reference to Exhibit 2(b) to Registrant's
                    registration statement on Form SB-2 (file no. 333-72976).

2(c)                By-Laws of the Registrant - same as above. Incorporated by
                    Reference to Exhibit 2(c) to Registrant's registration
                    statement on Form SB-2 (file no. 333-72976).

2(d)                Form of Common Stock Certificate - Incorporated by Reference
                    to Exhibit 2(d) to Registrant's registration statement on
                    Form SB-2 (file no. 333-72976).

6(a)                Lease Agreement - Incorporated by Reference to Exhibit 6(a)
                    to Registrant's registration statement on Form SB-2 (file
                    no. 333-72976

99.1                Certification   by   CEO   pursuant   to   Section   302  of
                    Sarbanes-Oxley Act of 2002

99.2                Certification   by   CFO   pursuant   to   Section   302  of
                    Sarbanes-Oxley Act of 2002

99.3                Certification   by   CEO   pursuant   to   Section   906  of
                    Sarbanes-Oxley Act of 2002.

99.4                Certification   by   CFO   pursuant   to   Section   906  of
                    Sarbanes-Oxley Act of 2002.

     (b) REPORTS ON FORM 8-K.

         None.

                                       14
<PAGE>

Item 14. Controls and Procedures

     The Company maintains  disclosure controls and procedures that are designed
to ensure that  information  required to be disclosed in the Company's  Exchange
Act reports is recorded,  processed,  summarized  and  reported  within the time
periods  specified in the SEC's rules and forms,  and that such  information  is
accumulated and  communicated to the Company's  management,  including its Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions  regarding  required  disclosure  based  closely on the  definition of
"disclosure  controls  and  procedures"  in Rule  13a-14(c).  In  designing  and
evaluating the disclosure  controls and procedures,  management  recognized that
any controls and  procedures,  no matter how well  designed  and  operated,  can
provide only reasonable  assurance of achieving the desired control  objectives,
and management  necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

     The Company  carried out an evaluation,  under the supervision and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive   Officer  and  the  Company's   Chief  Financial   Officer,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures. As of June 30, 2003, based on the foregoing, the Company's Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure controls and procedures were effective.

     There have been no significant  changes in the Company's  internal controls
or in other  factors  that  could  significantly  affect the  internal  controls
subsequent to the date the Company completed its evaluation.


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                          NATIONAL HEALTHCARE FINANCIAL
                                 SERVICES, INC.



                               By: s/David Bullard
                      President/principal executive officer


                               By: s/Robert Dwyer
                       Vice President/principal financial officer


     In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the dates indicated.

Signature                      Title                             Date

s/David Bullard           President/principal                September 26, 2003
David Bullard             executive officer

s/Robert Dwyer          Vice President/principal              September 26, 2003
Robert Dwyer              financial officer

s/Edward L. Reid II M.D.  Chairman and Director              September 26, 2003
Edward L. Reid II M.D.

s/John W. Hemmer          Director                           September 26, 2003
John W. Hemmer

s/Robert Wilson           Director                           September 23, 2003
Robert Wilson

Supplemental Information

No annual report for the fiscal year ended June 30, 2003 and no proxy material
with respect to any annual or other meeting of shareholders has been sent to
Registrant's security holders.

                                       15
<PAGE>



      National Healthcare Financial Services, Inc.
                          (A Development Stage Company)

                              Financial Statements

                             June 30, 2003 and 2002
                                   and for the
                     Period from May 3, 2001 (inception) to
                                  June 30, 2003





                                       16
<PAGE>




                  National Healthcare Financial Services, Inc.
                          (A Development Stage Company)


                                    Contents


                                                                   Page(s)
                                                                 -----------

Independent Auditors' Report                                         18

Balance Sheet                                                        19

Statements of Operations                                             20

Statements of Changes in Stockholders' Equity                        21

Statements of Cash Flows                                             22 - 23

Notes to Financial Statements                                        24 - 29


                                       17
<PAGE>


                          Independent Auditors' Report

To the Board of Directors of:
   National Healthcare Financial Services, Inc.
   (A Development Stage Company)


We have audited the accompanying  balance sheet of National Healthcare Financial
Services, Inc. (a Development Stage Company) as of June 30, 2003 and the related
statements of operations, changes in stockholders' equity and cash flows for the
years  ended  June  30,  2003  and 2002  and for the  period  from  May 3,  2001
(inception) to June 30, 2003. These financial  statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material  respects,  the  financial  position of National  Healthcare  Financial
Services,  Inc.  (a  Development  Stage  Company) as of June 30,  2003,  and the
results of its  operations  and its cash flows for the years ended June 30, 2003
and 2002 and for the period from May 3, 2001  (inception)  to June 30, 2003,  in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 8 in the
accompanying financial statements, the Company has a net loss for the year ended
June 30, 2003 of $35,626; a deficit  accumulated during the development stage of
$64,316 and net cash used in  operations  of $41,608 at June 30, 2003,  and is a
development  stage company with no revenues.  These  matters  raise  substantial
doubt about its ability to continue  as a going  concern.  Management's  Plan in
regards to these matters is also  described in Note 8. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.



/s/ Salberg & Company, P.A.
SALBERG & COMPANY, P.A.
Boca Raton, Florida
September 9, 2003

                                       18

<PAGE>



                  National Healthcare Financial Services, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                 June 30, 2003

                                     Assets

Assets
     Cash                                                       $        22,012
     Other receivables                                                   49,307
                                                                ----------------
Total Current Assets                                            $        71,319
                                                                ================

                          Liabilities and Stockholder's Equity

Liabilities
     Accounts payable and accrued expenses                     $          2,500
     Other payables                                                      44,339
                                                                ----------------
Total Current Liabilities                                                46,839
                                                                ----------------

Stockholders' Equity
Preferred stock, $0.0001 par value, 20,000,000 shares authorized,
     none issued and outstanding                                              -
Common stock, $0.0001 par value, 80,000,000 shares authorized,
     2,794,500 shares issued and outstanding                                280
Common stock issuable (500,000 shares)                                       50
Additional Paid-in Capital                                               88,466
Deficit accumulated during development stage                            (64,316)
                                                                ----------------

Total Stockholders' Equity                                               24,480
                                                                ----------------
Total Liabilities and Stockholders' Equity                      $        71,319
                                                                ================

                 See accompanying notes to financial statements
                                       19
<PAGE>



                  National Healthcare Financial Services, Inc.
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<S>                                             <C>                <C>            <C>
                                                                                From May 3, 2001
                                                     Year Ended June 30,        (Inception) to
                                                  2003              2002        June 30, 2003

Operating Expenses
      Compensation                             $        -       $        50     $    4,215
      Consulting                                   23,500                 -         23,500
      Director fees                                     -               175            175
      General and administrative                      533             1,915          2,448
      Professional fees                            12,310            16,205         30,515
      Taxes                                           400                              400
      Rent                                          1,765             1,843          3,608
                                               -------------    ------------    -------------
Total Operating Expenses                           38,508            20,188         64,861
                                               -------------    ------------    -------------
Loss from Operations                              (38,508)          (20,188)       (64,861)
                                               -------------    ------------    -------------
Other Income (Expense)
      Other Income                                 49,307                 -         49,307
      Other Expense                               (44,339)                -        (44,339)
      Interest expense                             (2,086)           (1,928)        (4,100)
                                               -------------    -------------   --------------

Total Other Income (Expense)                        2,882            (1,928)           868
                                               -------------    -------------   --------------
Net Loss                                       $  (35,626)      $   (22,116)    $  (63,993)
                                               =============    ==============  ==============
Net Loss per Share - Basic and
      Diluted                                 $     (0.01)      $     (0.01)    $    (0.03)
                                               =============    ==============  ==============
Weighted Average Number of Shares
      Outstanding During the Period -
      Basic and Diluted                          2,826,034         2,361,851      2,472,653
                                               =============    ==============  ==============
</TABLE>
                 See accompanying notes to financial statements
                                       20
<PAGE>

                  National Healthcare Financial Services, Inc.
                          (A Development Stage Company)
                  Statements of Changes in Stockholders' Equity

<TABLE>
<S>                                      <C>     <C>             <C>      <C>            <C>              <C>                 <C>
                                                                                        Additional      Deficit Accumulated
                                          Common Stock          Common Stock Issuable   Paid-in         During Development
                                        Shares  Amount          Shares    Amount        Capital           Stage               Total

Common stock issued for services
    to founders                         16,660  $   2           $   -   $     -         $   4,163       $    -          $    4,165

Net loss from May 3, 2001 (inception)
    to June 30, 2001                         -      -               -         -               -           (6,251)           (6,251)
                                        ------- ------          -------  -------        ----------      ----------      ------------
Balance, June 30, 2001                  16,660      2               -         -             4,163         (6,251)           (2,086)

Common stock issued for cash            37,730      4               -         -            31,429              -            31,433

Common stock issued for services         1,500      -               -         -               375              -               375

Net Loss, 2002                               -      -               -         -                 -        (22,116)          (22,116)
                                        ------- ------          -------- -------        -----------     -----------     ------------
Balance, June 30, 2002                  55,890      6               -         -            35,967        (28,367)            7,606

Common stock issued for cash                 -      -             10,000      1            52,499              -            52,500

Issuance of stock dividend           2,738,610    274            490,000     49                 -           (323)                -

Net loss, 2003                              -       -               -         -                 -        (35,626)          (35,626)
                                        ------- ------          --------  ------        ----------      -----------     ------------
Balance, June 30, 2003               2,794,500  $ 280           $500,000  $  50         $  88,466       $(64,316)       $   24,480
                                    =========== =======         ========  ======         ==========     ===========     ============
</TABLE>

                 See accompanying notes to financial statements
                                       21

<PAGE>

                  National Healthcare Financial Services, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<S>                                                                     <C>          <C>          <C>
                                                                                                From May 3, 2001
                                                                                               (Inception) to
                                                                      2003            2002      June 30, 2003

Cash Flows from Operating Activities:

    Net Loss                                                    $    (35,626)   $   (22,116)    $      (63,993)
    Adjustments to reconcile net loss to net cash used in
       operating activities:
          Stock based compensation                                           -          375              4,540
          Changes in operating assets and liabilities:
          (Increase) decrease in:
             Other receivable                                          (49,307)           -            (49,307)
          Increase (decrease) in:
             Accounts payable                                            2,500            -              2,500
             Accrued interest payable                                   (3,514)           -                  -
             Other payable                                              44,339        3,428             44,339
                                                                --------------- -------------   ---------------
Net Cash Used in Operating Activities                                  (41,608)     (18,313)           (61,921)
                                                                --------------- -------------   ---------------

Cash Flows from Financing Activities:
    Proceeds from note payable - Bank                                        -        7,520             17,520
    Repayment of note payable - Bank                                   (17,520)           -            (17,520)
    Proceeds from issuance of common stock issued and issuable          52,500       31,433             83,933
                                                                --------------- -------------   ---------------
Net Cash Provided by Financing Activities                               34,980       38,953             83,933
                                                                --------------- -------------   ---------------

Net Increase (Decrease) in Cash                                         (6,628)      20,640             22,012

Cash at Beginning of Period                                             28,640        8,000                  -
                                                                --------------- -------------   ---------------

Cash at End of Period                                           $       22,012  $    28,640     $       22,012
                                                                ==============  ==============  ================

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Cash Paid for:
    Interest                                                    $        4,100  $        -      $        4,100
                                                                =============== ==============  =================
    Taxes                                                       $            -  $        -      $            -
                                                                =============== ==============  =================

On September 17, 2003, the Company declared a stock dividend totaling 3,228,610
shares at par value totaling $323. (See Note 9)
</TABLE>
                 See accompanying notes to financial statements
                                       22
<PAGE>

                  National Healthcare Financial Services, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2003



Note 1   Nature of Business and Significant Accounting Policies

(A) Organization and Nature of Business

     National Healthcare Financial Services,  Inc. (a development stage company)
     (the "Company") was incorporated in Florida on May 3, 2001, and has elected
     a fiscal year end of June 30.

     The Company is a specialty finance company offering  asset-based  financing
     and factoring of receivables to healthcare service providers with a primary
     focus on clients  operating  in  sub-markets  of the  healthcare  industry,
     including long-term care, home healthcare, and physician practice.

     Activities  during the development  stage include  developing the corporate
     infrastructure and business plan and raising capital.

(B) Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

(C) Cash and Cash Equivalents

     For the purpose of the Statement of Cash Flows,  the Company  considers all
     short-term debt securities  purchased with maturity of three months or less
     to be cash equivalents.

(D) Income Taxes

     The  Company  accounts  for income  taxes  under the  Financial  Accounting
     Standards  Board  Statement  of  Financial  Accounting  Standards  No.  109
     "Accounting  for Income Taxes"  ("Statement  109").  Under  Statement  109,
     deferred  tax  assets and  liabilities  are  recognized  for the future tax
     consequences  attributable to differences  between the financial  statement
     carrying  amounts of existing assets and  liabilities and their  respective
     tax bases.  Deferred tax assets and  liabilities are measured using enacted
     tax rates  expected to apply to taxable  income in the years in which those
     temporary  differences  are  expected to be  recovered  or  settled.  Under
     Statement  109,  the effect on  deferred  tax assets and  liabilities  of a
     change in tax rates is  recognized  in income in the period which  includes
     the enactment date.

(E) Net Loss Per Common Share

     Basic net income (loss) per common share (Basic EPS) excludes  dilution and
     is computed by dividing net income (loss)  available to common  stockholder
     by the weighted-average number of common shares outstanding for the period.
     Diluted net income per share (Diluted EPS) reflects the potential  dilution
     that could occur if stock options or other  contracts to issue common stock
     were  exercised or converted  into common stock or resulted in the issuance
     of common stock that then shared in the  earnings of the Company.  Loss per
     share  for 2003 and 2002  reflects  retroactive  application  of a 50 for 1
     stock split effected in the form of a large stock dividend (see Note 9). At
     June 30, 2003, there were no common stock equivalents outstanding which may
     dilute future earnings per share.

                                       23
<PAGE>

(F) Fair Value of Financial Instruments

     Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about
     Fair Value of Financial  Instruments,"  requires disclosures of information
     about  the fair  value of  certain  financial  instruments  for which it is
     practicable to estimate that value.  For purposes of this  disclosure,  the
     fair value of a financial  instrument is the amount at which the instrument
     could be exchanged in a current transaction between willing parties,  other
     than in a forced sale or liquidation.

     The carrying  amounts of the Company's  short-term  financial  instruments,
     including accrued expenses and notes payable  approximate fair value due to
     the relatively short period to maturity for these instruments.

(G) New Accounting Pronouncements

     In May 2003,  the FASB issued SFAS No. 149,  Amendment of Statement  133 on
     Derivative  Instruments and Hedging  Activities ("SFAS 149") which provides
     for certain  changes in the accounting  treatment of derivative  contracts.
     SFAS 149 is effective for contracts entered into or modified after June 30,
     2003,   except  for  certain   provisions  that  relate  to  SFAS  No.  133
     Implementation  Issues that have been  effective  for fiscal  quarters that
     began  prior to June 15,  2003,  which  should  continue  to be  applied in
     accordance with their  respective  effective  dates. The guidance should be
     applied  prospectively.  The adoption of SFAS 149 is not expected to have a
     material impact on the Company's financial position,  results of operations
     or liquidity.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
     Instruments  with  Characteristics  of both  Liabilities  and Equity ("SFAS
     150").  This new statement  changes the  accounting  for certain  financial
     instruments  that,  under previous  guidance,  issuers could account for as
     equity.  It requires that those instruments be classified as liabilities in
     balance  sheets.  Most of the  guidance  in SFAS 150 is  effective  for all
     financial  instruments  entered into or modified  after May 31,  2003,  and
     otherwise  is  effective  at the  beginning  of the  first  interim  period
     beginning  after June 15, 2003. The adoption of SFAS 150 is not expected to
     have a material  impact on the  Company's  financial  position,  results of
     operations or liquidity.

     In November 2002, the FASB issued FASB  Interpretation  No. 45, Guarantor's
     Accounting and Disclosure  Requirements for Guarantees,  Including Indirect
     Guarantees  of  Indebtedness  of Others ("FIN 45").  FIN 45 requires that a
     liability be recorded in the  guarantor's  balance sheet upon issuance of a
     guarantee.  In addition,  FIN 45 requires  disclosures about the guarantees
     that an entity has  issued,  including a  reconciliation  of changes in the
     entity's product warranty liabilities.  The initial recognition and initial
     measurement  provisions of FIN 45 are applicable on a prospective  basis to
     guarantees issued or modified after December 31, 2002,  irrespective of the
     guarantor's  fiscal  year-end.  The disclosure  requirements  of FIN 45 are
     effective for  financial  statements  of interim or annual  periods  ending
     after  December 15, 2002.  The adoption of FIN 45 is not expected to have a
     material impact on the Company's financial position, results of operations,
     or liquidity.

     In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation
     of  Variable   Interest   Entities"   ("FIN  46"),   which   represents  an
     interpretation   of  Accounting   Research  Bulletin  No.  51  ("ARB  51"),
     "Consolidated  Financial  Statements".  ARB 51  requires  that a  Company's
     consolidated financial statements include subsidiaries in which the Company
     has a controlling  financial  interest.  That requirement  usually has been
     applied  to  subsidiaries  in  which  the  Company  has a  majority  voting
     interest.  However,  the  voting  interest  approach  is not  effective  in
     identifying  controlling  financial interests in entities (referred to as "
     variable  interest  entities")  that are not  controllable  through  voting
     interests  or in which  the  equity  investors  do not  bear  the  residual
     economic risks. FIN 46 provides  guidance on identifying  variable interest
     entities  and on  assessing  whether a Company's  investment  in a variable
     interest  entity  requires  consolidation  thereof.  FIN  46  is  effective
     immediately  for  investments  made in  variable  interest  entities  after
     January 31, 2003 and it is  effective  in the first  fiscal year or interim
     period  beginning after June 15, 2003 for investments in variable  interest
     entities  made prior to  February  1, 2003.  The  adoption of FIN 46 is not
     expected to have a material  impact on the  Company's  financial  position,
     results of operations, or liquidity.

                                       24
<PAGE>

Note 2   Other receivable and payable

In June 2003, the Company entered into a one-time  transaction with an unrelated
third party whereby certain  equipment was bought and  immediately  resold for a
profit.  The equipment was purchased for $44,339 and sold for $49,307.  Both the
receivable and payable were received and paid in full in July 2003.

Note 3   Notes Payable

The Company executed three unsecured promissory notes with one lender for $5,000
on May 18, 2001,  $5,000 on June 28, 2001,  and $2,520 on March 1, 2002 and with
another  lender for $5,000 on  November  28,  2001.  The notes had a term of two
years but all unpaid  principal  and interest is due and payable upon demand 365
days after the  issuance  date.  The notes bear  interest  at 14% with a default
penalty within 5 days of the due date of 5% of the amount due.  During April and
May 2003, the Company  repaid  $17,520,  representing  the entire balance of the
principal due and $4,100 representing the entire balance of the accrued interest
due on all outstanding promissory notes.

Note 4   Commitments

In  August  2001,  the  Company   entered  into  a  one-year   office  lease  at
approximately  $143 per month.  Beginning  in October  2002,  the Company  began
paying  $148 per month on a  month-to-month  basis.  Rent  expense for the years
ended June 30, 2003 and 2002 and for the period from May 3, 2001  (inception) to
June 30, 2003 was $1,765, $1,843, and $3,608, respectively.

Note 5   Consulting Agreement

On October 1, 2002,  the Company  entered into a one year  financial  consulting
agreement  with an unrelated  party to provide  financial  consulting  services.
Under the terms of the  agreement,  the Company will pay $3,500 for October 2002
services and $2,500 per month for the period November 1, 2002 through  September
1, 2003.  At June 30, 2003,  the Company had paid  $21,000,  accrued  $2,500 and
charged  $23,500 to  operations  in connection  with this  financial  consulting
agreement. The $2,500 accrued at June 30, 2003 was paid in full in July 2003.

Note 6   Equity

The  Company  issued  16,660  common  shares to its  founders  for  services  at
inception.  The stock was valued at the planned private placement price of $0.25
per share for total compensation expense of $4,165.

In August 2001,  under a Regulation D private  placement  offering,  the Company
issued 33,330 common shares at $0.25 per share having a fair value of $8,333. In
addition,  the Company issued 700 common shares to two directors,  200 shares to
the  vice-president  for  services  rendered  and 600  common  shares  for legal
services.   The  shares   issued  for  these   services   were   valued  at  the
contemporaneous  cash-offering  price of $0.25 per share resulting in a director
fees expense of $175, compensation expense of $50 and legal expense of $150.

In March 2002, the Company issued 4,400 common shares at $5.25 per share having
a fair value of $23,100.

During the year ended June 30, 2003,  under the  Regulation D private  placement
offering,  the  Company  issued  10,000  shares of its  common  stock to various
parties at $5.25 per share for total  consideration  of $52,500.  As of June 30,
2003, the shares remained  unissued and are classified as common stock issuable.
Pursuant to SFAS 128, the weighted  average  shares used to compute the net loss
per share includes both issued and issuable shares.

On September 17, 2003, the Company  effected a 50:1 stock split in the form of a
stock dividend and accordingly issued 3,228,610  additional common shares.  (See
notes 1(E) and 9)

                                       25

<PAGE>

Note 7   Income Taxes

There was no income tax  expense  for the years ended June 30, 2003 and June 30,
2002 due to the Company's net losses.

The  Company's tax expense  (benefit)  differs from the  "expected"  tax expense
(benefit)  for the years ended June 30,  2003 and June 30,  2002,  (computed  by
applying  the  Federal  Corporate  tax  rate of 34% to loss  before  taxes),  as
follows:

                                                          2003            2002
                                                        -------------  ---------
Computed "expected" tax expense (benefit)               $  (12,113)    $ (7,519)
Stock Based Compensation                                         -           128
Change in valuation allowance                                12,113        5,975
Re-characterization of prior year temporary difference            -        1,416
                                                        ------------    --------
                                                        $         -     $      -
                                                        =============   ========

The effects of temporary  differences that gave rise to significant  portions of
deferred tax assets and liabilities at June 30, 2003 and 2002 are as follows:

                                                  2003              2002
                                                ------------      -----------

Deferred tax assets:
Net operating loss carryforward                 $     20,214     $      8,101
                                                ------------      -----------
Total gross deferred tax assets                       20,214            8,101
Less valuation allowance                             (20,214)          (8,101)
                                                ------------      -----------
Net deferred tax assets                         $        -        $       -
                                                ============      ===========

The Company has a net  operating  loss  carryforward  of  approximately  $59,452
available to offset future taxable income through 2023.

The valuation allowance at June 30, 2002 was $8,101. The net change in valuation
allowance during the year ended June 30, 2003 was an increase of $12,113.

Note 8   Going Concern

As reflected in the  accompanying  financial  statements for the year ended June
30,  2003,  the  Company  has a net  loss for the year  ended  June 30,  2003 of
$35,626;  a deficit  accumulated during the development stage of $64,316 and net
cash used in operations  of $41,608 at June 30, 2003 and is a development  stage
company  with no  revenues.  The  ability of the  Company to continue as a going
concern is dependent on the Company's  ability to further implement its business
plan,  raise capital,  and generate  revenues.  The financial  statements do not
include  any  adjustments  that might be  necessary  if the Company is unable to
continue as a going concern.

The Company is negotiating  with potential  customers,  capital funding sources,
and service  providers to implement its business plan. In addition,  there is an
offering  of common  stock in  process  for  250,000  shares at $5.25 per share.
Management  believes that the actions  presently  being taken to raise  capital,
implement its business plan, and generate  revenues  provide the opportunity for
the Company to continue as a going concern.

Note 9 Subsequent Events

On September 17, 2003, the Company  declared a stock divided in the form of a 50
for 1 forward stock split totaling  3,228,610 shares.  Accordingly,  the Company
charged its deficit  accumulated  during the development stage, and recorded the
additional  shares  to common  stock and  common  stock  issuable  for the stock
dividend at par value (see Notes 1(E) and 6).

                                       26

<PAGE>