<PAGE>
                UNITED STATES 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
For  the  fiscal  year  ended  September  30,  2002

[  ]     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934
For  the  transition  period  from  to.

                        Commission File Number: 01-28911
                                                --------

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                 (Name of Small Business Issuer in its charter)


          Colorado                                              91-1869677
         ------------                                    ----------------------
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                           Identification Number)

             20700 Ventura Blvd. Suite 227, Woodland Hills CA 91364
    -------------------------------------------------------------------------
               (Address of principal executive offices)(Zip Code)


Issuer's telephone number: (818) 227-9494
                         ------------------

Securities registered pursuant to Section 12(b) of the Act:  None.

Name of each exchange on which registered: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Check  whether  the  Issuer  (1)  has  filed all reports required to be filed by
Section  13 or 15(d) of the Exchange Act during the preceding 12 months (or such
shorter  period  of  that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X   No
   ---    ---

Check  if  there is no disclosure of delinquent filers to Item 405 of Regulation
S-B  contained in this form, and if no disclosure will be contained, to the best
of  the  Registrant=s  knowledge,  in definitive proxy or information statements
incorporated  by  reference  in  Part  III  of  this  Form  10-K.  [  ]

State  Issuer's  Revenues  for  its  most  recent  fiscal  year:  $0

The  number of shares outstanding of the Company=s $.001 Par Value Common Stock,
as  of September 30, 2002 were 7,855,500.  The aggregate number of shares of the
voting  stock  held  by  non-affiliates on December 31, 2002 was 1,114,000.  The
market  value of these shares, computed by reference to the market closing price
on December 31, 2002 was $11,140.  For the purposes of the foregoing calculation
only,  all  directors  and executive officers of the registrant have been deemed
affiliates.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

                                        1
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PART  I

ITEM  1.  BUSINESS

A)     General

National  Healthcare  Technology,  Inc.  (the  "Company")  was  incorporated  on
February  29,  1996  as  "Pyramid Holdings, Inc." under the laws of the State of
Colorado,  to  engage  in  any  lawful corporate undertaking, including, but not
limited  to, selected mergers and acquisitions.  On August 26, 1996, the Company
changed  its  name to "National Healthcare Technology, Inc."  At the time of its
name change, the Company entered into certain agreements to acquire a patent for
Magkelate,  an  intravenous  drug  developed  to re-establish normal electrolyte
balance in ischemic tissue and certain other patents for medical instruments and
medical  instrument  technology.  In exchange, the Company issued certain shares
of  stock  to  the  patent  holders.

At  the  time  of  the  Company's patent acquisition, Magkelate had not yet been
approved  by  the  Food and Drug Administration.  The Company needed to initiate
and  complete  Phase  III  double  blind studies of Magkelate in order to secure
approval from the Food and  Drug Administration for this new drug.  Phases I and
II  had  been  successfully  completed prior to the Company's acquisition of the
patents.  Although  the Company was successful in raising one million dollars to
help  fund the Phase III studies, ultimately the Company was unable to undertake
and  complete  the  Phase  III studies due to its inability to secure additional
financing  to  fund  the  study.

Subsequently, in 1999, the developer of the Magkelate passed away and the patent
expired,  leaving the Company unable to proceed with the Phase III study even if
it  were  able to secure financing for the study.  The Board of Directors of the
Company has elected as this time to attempt to locate and consummate a merger or
acquisition  with  a private entity as the Company's principal business purpose.

The  Company's  office  is  located  at 20700 Ventura Blvd., Suite 227, Woodland
Hills,  California  91364.

As  of  September  30,  2002,  the  Company  had  no  employees.

Item  2.  Properties.

The  Company  presently  shares  office  space  with  a  related  entity and its
attorney.  The  Company  pays $1,500 in rent.  The Company anticipates that this
space  is  sufficient  for  the  near  future.

Item  3  Legal  Proceedings.

The  Company was named as a defendant in an action filed in Federal Court in Los
Angeles,  California  in  July,  2002  brought  by Invinity Systems Corporation,
Universal  Medical  Alliance,  Madison Technology Systems, Inc., and Sanitec USA
National,  Inc.  against  the  Company  and  others.  This  action  arises  out
transaction  by  and  between the Company and Madison Technology, Inc. and seeks
the  return  of funds paid to the Company in connection with that transaction as
well  as punitive and other damages including a RICO claim.  The Company intends
to  vigorously  defend itself in this matter and has filed an answer denying all
substantive  claims.  There  can be no predictions as to the probable outcome of
this  matter  and  its  effect  on  the  Company  and  its  shareholders.

                                        2
<PAGE>

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

None.

Item  5.  Market for Registrant's Common Equity and Related Shareholder Matters.

The  Company's common stock has been traded on the OTC Electronic Bulletin Board
since  Winter,  1997  under the symbol "NHKT".  The following table reflects the
high  and  low  quarterly  bid prices for the fiscal year ended September, 2002.
This  information  was  provided  to  the Company by the National Association of
Securities  Dealers,  Inc.  (the "NASD").  These quotations reflect inter-dealer
prices,  without  retail  mark-up or mark-down or commissions.  These quotations
may  not  necessarily  reflect  actual  transactions.



Period        High Bid  Low Bid
------------  --------  -------

4th Qtr 2001       .17      .02
------------  --------  -------

1st Qtr 2002       .10      .02
------------  --------  -------

2nd Qtr 2002       .05      .02
------------  --------  -------

3rd Qtr 2002       .03      .02
------------  --------  -------

As  of  September 30, 2002, the Company had 7,855,500 shares of its common stock
issued  and  outstanding,  of  which  1,114,000  were  held  by  non-affiliates.

The Company's CUSIP number is 635904-105.  The Company has authorized a total of
25,000,000  shares of common stock, par value $.001.  The Company has authorized
a  total  of 500,000 shares of preferred stock, par value $.01 and presently has
no  shares of preferred stock issued and outstanding.  As of September 30, 2002,
the  Company  estimates there are 75 "holders of record" of its common stock and
estimates  that there are approximately 85 beneficial shareholders of its common
stock.  In  October,  2002, the Company's Board of Directors approved a proposal
to  increase  the Company's capitalization to 100,000,000 shares of common stock
and  10,000,000 shares of preferred shares along.  This matter will be submitted
to  a  vote  of  shareholders  in  early 2003.  Additionally, the Company issued
100,000  shares  of convertible, preferred stock to an affiliate in satisfaction
of  indebtedness  in  October,  2002.

Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation.

FORWARD-LOOKING  STATEMENTS  MAY  NOT  PROVE  ACCURATE
------------------------------------------------------

When  used  in  this Form 10-KSB, the words "anticipated", "estimate", "expect",
and  similar  expressions  are  intended to identify forward-looking statements.
Such  statements  are  subject  to  certain risks, uncertainties and assumptions
including  the  possibility  that  the Company's will fail to generate projected
revenues.  Should  one  or  more of these risks or uncertainties materialize, or
should  underlying  assumptions  prove  incorrect,  actual  results  may  vary
materially  from  those  anticipated,  estimated  or  projected.

                                        3
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LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

Since  inception, the Company has experienced no significant change in liquidity
or  capital  resources  or  stockholders'  equity  other  than  the  receipt  of
$1,000,000  from  an  offering conducted under Rule 504 of Regulation D in 1997.
The  Company's  balance  sheet  as  of September 30, 2002 reflects no assets and
significant  liabilities  which the Company is obligated to pay.  Further, there
exists no agreements or understandings with regard to loan agreements by or with
the  Officers, Directors, principals, affiliates or shareholders of the Company.

The  Company  will attempt to carry out its plan of business as discussed above.
The  Company  cannot  predict  to  what extent its lack of liquidity and capital
resources  will hinder its business plan prior to the consummation of a business
combination.

RESULTS  OF  OPERATIONS
-----------------------

During  the period from November 5, 1995 (inception) through September 30, 2002,
the  Company  engaged in limited operations and attempted to initiate its double
blind  study  of  its drug, Magkelate.  The only revenue received by the Company
during  this  period  was  approximately $9,500 received from the sale of assets
which  were  previously  written  off  by  the  Company.

The  Company  anticipates that until a business combination is completed with an
acquisition  candidate,  it will not generate revenues and may operate at a loss
after  completing  a business combination, depending upon the performance of the
acquired  business.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
--------------------------------------------------------------------------------
OPERATIONS
----------

The  following  discussion  of  the  financial  condition,  changes in financial
condition  and  results  of operations of the Company for the fiscal years ended
September 30, 2002 and September 30, 2001 should be read in conjunction with the
financial  statements  of  the  Company  and  related  notes  included  therein.

The  Company  was  incorporated  on  November  5,  1995  as  "Patriot  Holding
Corporation".  On  August  26,  1996,  the  Company  amended  its  Articles  of
Incorporation  to  change its name to "National Healthcare Technology, Inc."  At
the  same time, the Company entered into agreements to acquire certain assets in
exchange  for  the  issuance  of  common  stock.

In  August,  1996, the Company entered into an agreement to issue 685,850 shares
of  its common stock to National Medical Technology, Inc. in exchange for all of
its assets.  National Medical Technology, Inc. was involved in the manufacturing
and  marketing  of  surgical  optics,  laryngoscopes,  otoscopes,  specula,  and
portable  light  sources.  The  sole shareholder of National Medical Technology,
Inc.  was  Ivan  C. Tiholiz, subsequently President and Chairman of the Board of
the  Company.  Subsequently, National Medical Technology, Inc. was dissolved and
the  shares  owned  by  it  were  transferred  to  Dr.  Tiholiz.

In  August,  1996, the Company entered into an agreement to issue 200,000 shares
of  its  common stock to Ivan C. Tiholiz, subsequently President and Chairman of
the  Board  of  the  Company, and William Ogden, subsequently Vice-President and
Director  of  the  Company.  The  stock  issuance  was  in  exchange  for  their
assignment  of  all right, title and interest in the invention and in the patent
of  the  United  States  of  America  for  the  invention  entitled  "Co-Active
Instruments  with  Non-slip  Surfaces  and  Method  for their Manufacture".  The
shares  were  divided  equally  between  Dr.  Tiholiz  and  Mr.  Ogden.

                                        4
<PAGE>


In August, 1996, the Company entered into an agreement to issue 1,364,150 shares
of  its  common stock to Ivan C. Tiholiz, subsequently President and Chairman of
the Board of the Company, for the assignment of all right, title and interest in
an invention and patent of the United States of America relating to an invention
entitled  "Divalent/Monovalent  Bipolar Cation Therapy for Enhancement of Tissue
perfusion  and  Reperfusion  in  Disease States".  This patent is the patent for
Magkelate.

In August, 1996, the Company entered into an agreement to issue 2,150,000 shares
of  its  common  stock  to  Phoenix  Consulting  Services,  Inc. in exchange for
investment banking and consulting services that Phoenix provided to the Company.

In  March,  2001,  the  Company  issued  2,280,000 shares of its common stock to
Stein's  Holdings, Inc. in satisfaction of a note payable of $20,000 and accrued
interest owed to Crown Partners, Inc. In October, 2002, the Company satisfied an
additional  $40,000  in  debt to Crown through the issuance of 100,000 shares of
the  Company's  convertible, preferred stock.  The shares of preferred stock are
convertible  at the rate of one share of preferred for ten (10) shares of common
stock.

Since  the  agreements  described above, the Company has financed its activities
through  the  distribution  of  equity capital, including a private placement of
100,000  units  which  raised $1,000,000 in 1997.  The Company used the proceeds
from  this  offering to commence its operations, to pay salaries, to pay general
and  administrative  expenses  and  any  necessary  expenses.  The Company hired
employees  and  began  refining  the  parameters  of  the double-blind study for
Magkelate  and  began  to develop its medical instruments division.  The Company
ordered  a  quantity  of  Magkelate  and  on  May  1, 1998, began to conduct the
double-blind  study of Magkelate at Mission Community Hospital in Panorama City,
California.  The Company received indications of interest from certain hospitals
in Israel and Los Angeles, California in participating in the double blind study
of  Magkelate.  However,  before  the Company could enter into letters of intent
with  these  hospitals,  it  would have had to raise an additional three to four
million  dollars.  Additionally,  the  Company  became  concerned that the study
being  conducted  at  Mission Community Hospital was flawed although the results
were encouraging.  Due to concerns about the protocols and testing methods being
used,  the  Company  ceased the double-blind study at Mission Community Hospital
and  sought  and  received  FDA  approval  to  modify  the protocols and testing
procedures.  However,  at  that  time,  the  Company was became low on funds and
could  not  commence  the  revised double-blind study without raising additional
capital.  The  Company  was  unable  to  raise this additional capital.  Shortly
thereafter,  the  Company  CEO  and  Chairman,  Dr.  Tiholiz, was diagnosed with
stomach  cancer.  Dr.  Tiholiz  passed  away in the fall of 1999.  The co-patent
holder  for  the  diamondizing  process passed away in late 1997.  Following its
inability  to raise capital and needing to conserve its financial resources, the
Company  dismissed  all  of  its  employees  in  early  1999.

In  September,  2001,  the  Company entered into a letter of intent with Madison
Technology  Systems,  Inc.  for a proposed business combination.  Madison paid a
deposit  of  $52,000  to  the  Company  which  the  Company  utilized to pay its
outstanding  bills  and  to  continue  operations  pending the completion of the
acquisition.  Madison  filed  suit against the Company in July, 2002 seeking the
return  of  the deposit and other damages.  The Company intends to defend itself
vigorously  in  this matter but there can be no assurances that the Company will
be  successful  in  its  defense.

                                        5
<PAGE>


The Company will attempt to carry out its business plan as discussed above.  The
Company  cannot  predict  to  what  extent  its  lack  of  liquidity and capital
resources  will hinder its business plan prior to the consummation of a business
combination.

NEED  FOR  ADDITIONAL  FINANCING
--------------------------------

The  Company's  existing capital is not be sufficient to meet the Company's cash
needs,  including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of  the  Securities  Exchange  Act  of  1934,  as amended.  Once a
business  combination is completed, the Company's needs for additional financing
are  likely  to  increase  substantially.

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there  can  be  no assurance that any funds will be
available  to  the  Company  to  allow  it  to  cover  its  expenses.

The Company might seek to compensate providers of services by issuances of stock
in  lieu  of  cash.

For  the  years  ended  September 30, 2002 and 2001, the Company had no revenue.
For  the  year  ended  September  30,  2002, the Company had expenses of $51,000
compared  to  expenses  of  approximately  $53,000  at  September 30, 2001.  The
Company's  expenses  consisted  primarily  of  development costs and general and
administrative expenses.  The net loss for the year ended September 30, 2002 was
($51,000)  or  ($.01) per share of common stock compared to the net loss for the
ended  September  30,  2001  of  ($53,463)  or ($.01) per share of common stock.

At  September  30,  2002,  shareholders'  equity  was  a  deficit  of $(116,000)
compared  to  shareholders'  deficit of approximately ($65,000) at September 30,
2001.  This  increase in shareholders' deficit is due primarily to the Company's
not  having  adequate  revenues  to  pay  for  its expenses at the present time.

Liquidity  and  Capital  Resources

At September 30, 2002, the Company had negative working capital of approximately
($116,000)  which  consisted  of  no  current  assets and current liabilities of
approximately $116,000.  At September 30, 2001, the Company had negative working
capital  of  approximately  ($65,000)  which  consisted of no current assets and
current  liabilities of approximately ($65,000).  The current liabilities of the
Company  at  September  30, 2002 are composed primarily of accounts payable to a
related  entity  of  $54,000  and  accounts  payable  of  $42,000.

Effect  of  Inflation

Inflation  did  not have any significant effect on the operations of the Company
during the year ended September 30, 2002.  Further, inflation is not expected to
have  any  significant  effect  on  future  operations  of  the  Company.

Item  7.     Financial  Statements.

Financial  statements  are  audited  and included herein beginning on Exhibit 1,
page  1  and  are  incorporated  herein  by  this  reference.

                                        6
<PAGE>

Item  8.     Changes  in  and  Disagreements  with Accountants on Accounting and
Financial  Disclosure.

There  were  no  disagreements  with  accountants  on  accounting  and financial
disclosure  during  the  relevant  period.

Part  III

Item  9.     Directors,  Executive  Officers,  Promoters  and  Control  Persons;
Compliance  with  Section  16(a)  of  the  Exchange  Act.

Identification  of  Directors  and  Executive  Officers  of  the  Company

The following table sets forth the names and ages of all directors and executive
officers  of  the  Company  and  all  persons  nominated  or  chosen to become a
director,  indicating  all  positions  and offices with the Company held by each
such  person  and  the  period  during  which  he  has  served  as  a  director:

The  principal  executive  officers and directors of the Company are as follows:


Name            Positions Held and Tenure
--------------  -----------------------------------------------

Charles Smith   President, CFO and Director since January, 2002

Mehrdad Alborz  Director and Secretary since July 1, 2002

Steven Onoue    Director since September 1, 2002


The  Directors  named  above  will  serve  until  the next annual meeting of the
Company's  stockholders.  Thereafter,  Directors  will  be  elected for one-year
terms  at  the annual stockholders' meeting.  Officers will hold their positions
at  the  pleasure of the Board of Directors, absent any employment agreement, of
which  none  currently  exist  or  is  contemplated.  There is no arrangement or
understanding  between  the  Directors and Officers of the Company and any other
person  pursuant  to which any Director or Officer was or is to be selected as a
Director  or  Officer  of  the  Company.

There  is  no  family  relationship  between  or among any Officer and Director.

The  Directors  and  Officers  of  the  Company  will  devote  their time to the
Company's  affairs  on  an "as needed" basis.  As a result, the actual amount of
time which each will devote to the Company's affairs is unknown and is likely to
vary  substantially  from  month  to  month.

The  Company  has  no  audit  or  compensation  committee.

Business  Experience.  The  following  is  a  brief  account  of  the  business
experience  during  at  the  least  the  last  five  years  of the directors and
executive officers, indicating their principal occupations and employment during
that  period,  and  the  names  and principal businesses of the organizations in
which  such  occupations  and  employment  were  carried  out.

                                        7
<PAGE>

CHARLES  SMITH.  Mr.  Smith  graduated  from  Boston  University,  Boston,
Massachusetts in 1979 and since that time has been a Certified Public Accountant
involved  in  all  phases  of business, including the audit of companies and tax
matters.  He  is  a  consultant  to  various  companies  ranging  from  an  art
distribution  company  to  a  junior resource company which is developing a gold
property  in  Sinaloa  State,  Mexico.  Mr.  Smith has significant experience in
accounting  and  securities  matters.

Mr.  Smith's  business  affiliations  during  the last five years are as follow:
Chairman  - Dynacap Group, Ltd. - a consulting and management firm - 1992 to the
present; Sole proprietor as a Certified Public Accountant - 1983 to the present;
Sole  officer  and Director - MC Cambridge, Inc. - a financial consulting firm -
1997  to  present;  Sole  officer and director - Asset Servicing Corporation - a
leasing  company  -  1998  to  present;  Chief  Financial Officer and Director -
Electrical  Generation  Technology  Corporation  -  April  2000  to  present.

Mr.  Smith  is presently CEO, CFO and director of Crown Partners, Inc. and 20/20
Web  Design,  Inc.,  companies  which trade on the OTC Electronic Bulletin Board
under  the  symbols  "CRWP"  and  "TWBD".

MEHRDAD  ALBORZ.  Mr.  Alborz  has  been an attorney in private practice for the
last  four  years.  Prior  to  being an attorney, Mr. Alborz was chief financial
officer  of  Ravissant Corporation in Pasadena, California were he increased the
company's  revenues from $500,000 to $1,000,000.  Mr. Alborz had similar success
while  employed  at  Micro  Tree  Systems.

Mr. Alborz received his Juris Doctor from West Los Angeles School of Law and his
Bachelor of Science in Computer Science and Automation Engineering, with a minor
in  Math,  from  California  State  University  at  Northridge.

Mr.  Alborz  is  a  director of Crown Partners, Inc. and 20/20 Web Design, Inc.,
companies publicly traded on the OTC Electronic Bulletin Board under the symbols
"CRWP"  and  "TWBD."

STEVEN  ONOUE.  Mr.  Onoue  has  been  employed as vice president and manager of
Sanitec  Services  of Hawaii, Inc., a wholly-owned subsidiary of Crown Partners,
Inc., since 2000.  Prior to that, Mr. Onoue was the president of Cathay Atlantic
Trading  Company  in Honolulu, Hawaii which traded in hard commodities and acted
as consultant to many construction and renovation projects.  Mr. Onoue acts as a
community liaison and legislative analyst to Rep. Suzuki of the State of Hawaii.
Mr.  Onoue  has  been  a  registered  securities professional as well as a being
involved  in  real  estate  in  Hawaii  for  more  than  15  years.

Mr.  Onoue  is an officer and director of Crown Partners, Inc. and a director of
20/20 Web Design, Inc., companies publicly traded on the OTC Electronic Bulletin
Board  under  the  symbols  "CRWP"  and  "TWBD."

CONFLICTS  OF  INTEREST
-----------------------

The  Officers  and  Directors of the Company will devote only a small portion of
their  time  to  the  affairs  of  the  Company,  estimated  to  be no more than
approximately  5  hours  per  month.  There  will  be  occasions  when  the time

                                        8
<PAGE>

requirements  of the Company's business conflict with the demands of their other
business and investment activities.  Such conflicts may require that the Company
attempt to employ additional personnel.  There is no assurance that the services
of  such  persons  will  be  available  or  that they can be obtained upon terms
favorable  to  the  Company.

There  is  no procedure in place which would allow the Officers and Directors to
resolve  potential  conflicts in an arms-length fashion.  Accordingly, they will
be  required  to  use  their  discretion  to resolve them in a manner which they
consider  appropriate.

The Company's Officers and Directors may actively negotiate or otherwise consent
to  the  purchase  of  a  portion of their common stock as a condition to, or in
connection  with,  a  proposed  merger  or  acquisition  transaction.  It  is
anticipated  that a substantial premium over the initial cost of such shares may
be paid by the purchaser in conjunction with any sale of shares by the Company's
Officers and Directors which is made as a condition to, or in connection with, a
proposed merger or acquisition transaction.  The fact that a substantial premium
may  be  paid  to  the  Company's Officers and Directors to acquire their shares
creates  a potential conflict of interest for them in satisfying their fiduciary
duties to the Company and its other shareholders.  Even though such a sale could
result  in  a substantial profit to them, they would be legally required to make
the  decision  based  upon  the  best interests of the Company and the Company's
other  shareholders,  rather  than  their  own  personal  pecuniary  benefit.

Identification  of  Certain  Significant Employees.  The Company does not employ
any  persons  who  make or are expected to make significant contributions to the
business  of  the  Company.

Item  10.     Executive  Compensation.

During fiscal 2002, and as of the date of the filing of this report, none of the
Company's  officers  were  paid  any  compensation  by  the  Company.

Compensation  of  Directors
---------------------------

The Company adopted an Incentive Stock Option Plan for non-employee directors on
October  1,  1998.  The Company has not awarded any options under this Plan.  No
director  receives  or  accrues any compensation for his services as a Director,
including  committee  participation  and  or  special  assignments.

Directors  are  entitled  to  reimbursement  for  reasonable  travel  and  other
out-of-pocket  expenses incurred in connection with attendance at meeting of the
Board  of  Directors.

The Company has no material bonus or profit-sharing plans pursuant to which cash
or  non-cash  compensation  is  or  may  be  paid  to the Company's directors or
executive  officers  except  as  described  above.

The  Company  has no compensatory plan or arrangements, including payments to be
received  from  the  Company, with respect to any executive officer or director,
where  such plan or arrangement would result in any compensation or remuneration
being  paid  resulting from the resignation, retirement or any other termination
of  such  executive  officer's  employment  or  from  a change-in-control of the

                                        9
<PAGE>

Company  or  a  change  in such executive officer's responsibilities following a
change-in-control  and  the  amount,  including  all  periodic  payments  or
installments  where  the  value  of  such  compensation  or remuneration exceeds
$100,000  per  executive  officer.

During the last completed fiscal year, no funds were set aside or accrued by the
Company  to  provide  pension,  retirement  or similar benefits for Directors or
Executive  Officers.

The  Company  has  no  written  employment  agreements.

Compensation  Pursuant to Plans.  Other than disclosed above, the Company has no
plan  pursuant  to  which  cash or non-cash compensation was paid or distributed
during  the  last  fiscal  year, or is proposed to be paid or distributed in the
future,  to  the  individuals  and  group  described  in  this  item.

Compensation  of Directors.  Directors of the Company are entitled to reasonable
reimbursement  for  their  travel expenses in attending meetings of the Board of
Directors.

Termination  of  Employment  and Change of Control Arrangement.  Except as noted
herein, the Company has no compensatory plan or arrangements, including payments
to be received from the Company, with respect to any individual names above from
the latest or next preceding fiscal year, if such plan or arrangement results or
will  result  from  the resignation, retirement or any other termination of such
individual=s  employment  with  the  Company, or from a change in control of the
Company  or  a change in the individual=s responsibilities following a change in
control.

Section  16(a) Beneficial Ownership Reporting Compliance.  During the year ended
September 30, 2002, the following persons were officers, directors and more than
ten-percent  shareholders  of  the  Company=s  common  stock:

Name                    Position                               Filed Reports
---------------------- ----------------------------------      ---------------

Toni A. Hussain         Director, Secretary-Treasurer                No
James Smith             Director                                     Yes
Phoenix Capital Corp.   Shareholder                                  Yes
Estate of Ivan Tiholiz  Shareholder                                  Yes
Crown Partners, Inc.    Shareholder                                  Yes
Charles Smith           Director, President, CFO                     No
Mehrdad Alborz          Director, Secretary                          No
Steven Onoue            Director                                     No

Item 11.         Security Ownership of Certain Beneficial Owners and Management.

There were 7,855,500 shares of the Company=s common stock issued and outstanding
on  September  30,  2002.  No  preferred  shares  were issued and outstanding at
September  30,  2002  but  100,000  shares  of convertible, preferred shares are
currently  issued  and outstanding as of the date of this report.  The following
tabulates  holdings  of shares of the Company by each person who, subject to the
above,  at the date of this Report, holds or record or is known by Management to
own beneficially more than five percent (5%) of the Common Shares of the Company
and,  in addition, by all directors and officers of the Company individually and
as  a  group.

                                       10
<PAGE>


Name  and  Address          Number  of  Shares  Owned   Percent of Beneficially
                            Beneficially                Owned  Shares
--------------------------- --------------------------- ----------------------
Cede  &  Co.
PO  Box  222
New  York  NY  10274             329,388                    5.9%
--------------------------- --------------------------- ----------------------
Crown  Partners,  Inc.(1)
20700  Ventura  Blvd.
Suite  227
Woodland  Hills  CA  91364     2,280,000                  29.02%
--------------------------- --------------------------- ----------------------
Phoenix Consulting
Services, Inc.
21800  Oxnard  Street
ste  440
Woodland  Hills  CA  91367     2,130,000                   38.2%
--------------------------- --------------------------- ----------------------
Charles  Smith*(1)
20700  Ventura  Blvd.
Suite  227
Woodland  Hills  CA  91364     2,280,000                  29.02%
--------------------------- --------------------------- ----------------------
Mehrdad  Alborz*(1)
20700  Ventura  Blvd.
Suite  227
Woodland  Hills  CA  91364     2,280,000                  29.02%
--------------------------- --------------------------- ----------------------
Steven  Onoue*(1)
20700  Ventura  Blvd.
Suite  227
Woodland Hills CA 91364        2,280,000                  29.02%
--------------------------- --------------------------- ----------------------
Estate of Ivan C. Tiholiz, MD
14860 Roscoe Blvd. Ste. 307
Van Nuys CA 91402              1,950,000                  34.98%
--------------------------- --------------------------- ----------------------
All Directors and Executive
Officers as a Group
(three persons)                2,280,000                  29.02%
--------------------------- --------------------------- ----------------------
* Denotes officer or director

(1)  Includes 2,280,000 shares owned by Crown Partners, Inc., a company in which
Mr.  Smith,  Mr.  Alborz  and  Mr.  Onoue serve as  officers and directors.  Mr.
Smith,  Mr.  Alborz and Mr. Onoue disclaim any beneficial interest in the shares
owned by Crown Partners, Inc.  The amount listed does not include 100,000 shares
of  convertible,  preferred  stock  convertible  into 1,000,000 shares of common
stock.


Changes  in  Control.  There are no arrangements known to the Company, including
any  pledge  by  any person of securities of the Company, the operation of which
may  at  a  subsequent  date  result  in  a  change  of  control of the Company.

Item  12.     Certain  Relationships  and  Related  Transactions.

The  Company shares office space with its attorney and with a shareholder of the
Company  who  has  loaned  the Company money to fund its operations for the past
three  years.  The  Company  pays  no  rent  at  the  present  time.

On  October  1,  2002,  the  Company  issued  100,000  shares of its convertible
preferred stock to Crown Partners, Inc. ("Crown"), an affiliate, in exchange for
the  cancellation  of  $40,000  in  debt  owed  by  the  Company to Crown.  This
convertible  preferred  stock  is  convertible  at  the  rate  of  one  share of
convertible  preferred  stock for ten (10) shares of the Company's common stock,
par  value  $.001.

Item  13.  Exhibits  and  Reports  on  Form  8-K.


(a)    Financial  Statements  and  Schedules

The  following  financial  statements  and  schedules  are filed as part of this
report:

                                       11
<PAGE>


Independent  Auditors'  Report  dated
Balance  Sheet  for  the  Fiscal  Years  Ended  September  30,  2002  and  2001
Statement  of  Operations for the Fiscal Years Ended September 30, 2002 and 2001
Statement  of  Shareholders'  (Deficit)
Statements  of  Cash  Flows
Notes  to  Financial  Statements

List  of  Exhibits

The  following  exhibits  are  filed  with  this  report.

Financial  Statements.

(b)  There  were  no  Reports filed on Form 8-K during the fourth quarter of the
Company's  fiscal  year  ended  September  30,  2002.

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.


January 14, 2003              NATIONAL HEALTHCARE TECHNOLOGY, INC.

                             /s/ Charles Smith
                             ----------------------------------------
                              Charles Smith, President, CFO, Director


January 14, 2003             /s/ Mehrdad Alborz
                             ---------------------------
                              Mehrdad Alborz, Director





                                       12
<PAGE>
                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


                                  CERTIFICATION

I, Charles Smith, certify that:

1.  I  have  reviewed  this  annual report on Form 10-KSB of National Healthcare
Technology,  Inc.;
2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of  material  fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;
3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;
4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:
     (a)     designed  such  disclosure  controls  and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;
     (b)     evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as  of  a date within 90 days of the filing date of this annual
report  (the  "Evaluation  Date");  and
     (c)     presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;
5.     The  registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  the  registrant's  board  of directors (or persons performing the equivalent
functions):
     (a)     all significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize,  and  report  financial  data  and  have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and
     (b)     any  fraud,  whether  or  not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls.
6.     The  registrant's  other  certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date: January 14, 2003              /s/ Charles Smith
                                    Name:  Charles Smith
                                    Title: President and Chief Financial Officer



                                       13
<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection with the Annual Report of National Healthcare Technology, Inc. on
Form 10-KSB for the period ended September 30, 2002 as filed with the Securities
and  Exchange  Commission  on  the  date  hereof  (the  "Report"),  each  of the
undersigned,  in  the  capacities  and  on  the  dates  indicated  below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of  the  Sarbanes-Oxley  Act  of  2002,  that  to  the  best  of  his knowledge:

1.     The Report fully complies with the requirements of Section 13(a) or 15(d)
of  the  Securities  Exchange  Act  of  1934;  and

2.     The  information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  results  of operation of the Company.


                         /s/  Charles Smith
                         Charles Smith, President and Chief Financial Officer


Dated: January 14, 2003



                                       14
<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To  the  Board  of  Directors
  National  Healthcare  Technology,  Inc.
  Woodland  Hills,  California

We  have  audited  the  accompanying  balance  sheet  of  National  Healthcare
Technology, Inc. (a Development Stage Company) as of September 30, 2002, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for  each  of  the two years then ended and for the period from November 5, 1995
(inception)  through  September  30,  2002.  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  audits.

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  audit  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 Technology,
Inc.  as  of  September 30, 2002, and the results of its operations and its cash
flows  for  the  two  years  then ended and for the period from November 5, 1995
(inception) through September 30, 2002, 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 2 to the
financial statements, the Company has incurred losses through September 30, 2002
totaling $1,361,098 and at September 30, 2002 had a capital deficit of $115,804.
The  Company  will  require  additional  working capital to develop its business
until  the  Company either (1) achieves a level of revenues adequate to generate
sufficient  cash  flows  from  operations;  or  (2) obtains additional financing
necessary  to  support its working capital requirements.  These conditions raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's  plans  in regard to this matter are also described in Note 2.  The
accompanying  financial  statements  do  not  include any adjustments that might
result  from  the  outcome  of  these  uncertainties.

Malone  &  Bailey,  PLLC
Houston,  Texas
www.malone-bailey.com

January  7,  2003

<PAGE>
                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               September 30, 2002


                 See accompanying summary of accounting policies
                       and notes to financial statements.

<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>


                                                                 Inception
                                       For the years ended        through
                                           September 30,       September 30,
                                     -------------------------  ------------
                                         2002         2001          2002
                                     ------------ ------------  ------------
<S>                                        <C>          <C>          <C>
Revenue                               $        -   $        -   $     9,578

Expenses:
  Development costs                            -            -     1,264,236
  General and administrative              49,777       52,663       102,440
                                     ------------ ------------  ------------
                                          49,777       52,663     1,366,676
                                     ------------ ------------  ------------

Loss before income taxes                 (49,777)     (52,663)   (1,357,098)

Provision for income taxes                   800          800         4,000
                                     ------------ ------------  ------------
Net loss                              $  (50,577)  $  (53,463)  $(1,361,098)
                                     ============ ============  ============
Net loss per share:
  Basic and diluted                   $    (0.01)  $    (0.01)
                                     ============ ============

Weighted average shares outstanding:
  Basic and diluted                    7,855,500    6,715,500
                                     ============ ============

</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                For the Period from November 5, 1995 (Inception)
                           through September 30, 2002


                                                              Deficit
                                                             Accumulated
                                Common stock     Additional   during the
                             -----------------    paid in    development
                              Shares    Amount    capital       stage
                             --------   ------  ----------  ------------
Issuance of common stock
for patent rights            1,564,150  $1,564      $-           $-
Net loss                             -       -           -      (49,807)
                             ---------  ------  ----------  ------------

Balance, September 30, 1996  1,564,150   1,564           -      (49,807)

Common shares issued to
 related party for
 equipment                     685,850     686      54,601            -
Common shares issued for
 services                    2,150,000   2,150           -            -
Sale of common stock, net       61,740      62     272,821            -
Issuance of common stock
for promissory note             37,260      37     187,263            -
Common shares issued to
related party for vehicle        1,000       1       4,999            -
Net loss                             -       -           -     (300,410)
                             ---------  ------  ----------  ------------

Balance, September 30, 1997  4,500,000   4,500     519,684     (350,217)
Common stock issued for
exercise of warrants         1,000,000   1,000     481,560            -
Common shares issued for
 services                       50,000      50     151,950            -
Net loss                             -       -           -     (639,269)
                             ---------  ------  ----------  ------------

Balance, September 30, 1998  5,550,000   5,550   1,153,194     (989,486)
Common shares issued for
 services                       25,500      25      63,725            -
Net loss                             -       -           -     (215,474)
                             ---------  ------  ----------  ------------

Balance, September 30, 1999  5,575,500   5,575   1,216,919   (1,204,960)
Net loss                             -       -           -      (52,098)
                             ---------  ------  ----------  ------------

Balance, September 30, 2000  5,575,500   5,575   1,216,919   (1,257,058)
                             ---------  ------  ----------  ------------
Common stock issued for
 promissory note             2,280,000   2,280           -            -
Net loss                             -       -           -      (53,463)
                             ---------  ------  ----------  ------------

Balance, September 30, 2001  7,855,500   7,855   1,237,439   (1,310,521)
Net loss                             -       -           -      (50,577)
                             ---------  ------  ----------  ------------

Balance, September 30, 2002  7,855,500  $7,855  $1,237,439   (1,361,098)
                            ==========  ======  ==========  ============

                 See accompanying summary of accounting policies
                       and notes to financial statements.
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>


                                                             Inception
                                      For the years ended     through
                                         September 30,      September 30,
                                         -------------      ------------
                                         2002       2001         2001
                                      ---------- ---------  ------------
<S>                                    <C>           <C>        <C>
Cash flows from operating activities:
  Net loss                             $(50,577)  $(53,463)  $(1,361,098)
  Adjustments to reconcile net
  Loss to cash used in
  Operating activities:
    Depreciation and amortization             -          -        22,977
    Common stock for interest
    expense                                   -        600        12,900
    Common stock issued for services          -          -       217,900
    Loss on abandoned assets                  -          -       111,612
    Gain on sale of assets                    -          -          (500)
Changes in assets and liabilities:
  Accounts payable                       49,777     31,644        95,900
  Income tax payable                        800        800         1,600
  Deposit on merger                           -     18,304        18,304
                                      ---------- ---------  ------------

Net cash used in operating activities         -     (2,115)     (880,405)
                                      ---------- ---------  ------------

Cash flows from investing activities:
  Purchase of property and equipment          -          -       (87,314)
  Proceeds from sale of equipment             -          -        15,078
                                      ---------- ---------  ------------

Net cash used in investing activities         -          -       (72,236)
                                      ---------- ---------  ------------

Cash flows from financing activities:
  Proceeds from note payable                  -          -       217,200
  Payments on notes payable                   -          -       (20,000)
  Proceeds from sale of common
  stock, net of expenses                      -          -       755,441
                                      ---------- ---------  ------------

Net cash provided by financing
Activities                                    -          -       952,641
                                      ---------- ---------  ------------

Net decrease in cash                          -     (2,115)            -
Cash, beg. of period                          -          -             -
                                      ---------- ---------  ------------
Cash, end of period                    $      -   $      -   $         -
                                      ========== =========  ============
Supplemental information:
  Income taxes paid                    $      -   $      -   $     2,400
  Interest paid                        $      -   $      -   $        55

Supplemental non-cash transactions:
  Common stock issued for notes        $      -   $ 22,800   $   197,800
  Common stock for patent rights       $      -   $      -   $     1,564
  Common stock for equipment           $      -   $      -   $    60,287

</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  ACCOUNTING  POLICIES

Nature  of  business.  On  November 5, 1995 National Healthcare Technology, Inc.
("National")  was  incorporated  under  the  laws  of  the  State  of  Colorado.
National  currently  has  no  operations  and  in  accordance  with  SFAS #7, is
considered  a  development  stage  company.

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  at the date of the balance sheet.  Actual results could differ from
those  estimates.

Cash  and  Cash  Equivalents

Cash  and  cash  equivalents  include  cash  and  all  highly  liquid  financial
instruments  with  purchased  maturities  of  three  months  or  less.

Income  Taxes

Income taxes are computed using the asset and liability method.  Under the asset
and  liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A  valuation  allowance  is provided for the amount of deferred tax assets that,
based  on  available  evidence,  are  not  expected  to  be  realized.

Basic  Loss  Per  Share

Basic loss per share has been calculated based on the weighted average number of
shares  of  common  stock  outstanding  during  the  period.

Recent  Accounting  Pronouncements

National  does  not  expect  the  adoption  of  recently  issued  accounting
pronouncements  to  have  a  significant  impact  on  the  National's results of
operations,  financial  position  or  cash  flow.


NOTE  2  -  Financial  Condition  And  Going  Concern

For  the  years  ended  September  30,  2002,  National incurred losses totaling
$53,463 and $54,463 and at September 30, 2002 had a capital deficit of $115,804.
Because  of  these  losses,  National will require additional working capital to
develop  business  operations.

National  is  also  identifying  merger  and/or  acquisition  candidates.  As of

<PAGE>

January  7,  2003,  no  acquisition  or  merger  agreements  have  been  closed.
These conditions raise substantial doubt about National's ability to continue as
a  going  concern.  The  financial  statements  do  not  include any adjustments
relating  to  the  recoverability  and  classification  of
asset  carrying  amounts  or  the  amount and classification of liabilities that
might  be  necessary  should  National be unable to continue as a going concern.


NOTE  3  -  INCOME  TAXES

National has not yet realized income as of the date of this report, no provision
for  income taxes has been made.  At September 30, 2002 a deferred tax asset has
not  been recorded due to National's lack of operations to provide income to use
the  net  operating  loss  carryover  of  $1,343,000  that expires in years 2011
through  2022.


NOTE  4  -  STOCK  OPTION  PLAN

National  adopted  the  National  Healthcare  Technology, Inc. 1998 stock option
plan.  The board of directors is required to designate a committee of at least 3
directors  to  administer  the  plan.  The  committee has the power to designate
participants,  determine  number  of shares, terms and conditions of options and
administer  the  plan.  The  plan  terminates  on  September  30,  2008.

No  options  have  been  granted  as  of  January  7,  2003.


NOTE  5  -  RELATED  PARTY  TRANSACTIONS

National  leases office space from Crown Partners', Inc., a related entity, on a
month  to  month  basis  for $1,500 per month.  Rent expense was $18,000 for the
years  ended  September  30,  2002  and  2001,  respectively.

National  owes  Crown  Partners',  Inc.  $53,811  as  of  September  30,  2002.


NOTE  6  -  DEPOSIT  ON  MERGER

National  signed  a  letter  of intent in September 2001 with Madison Technology
Systems,  Inc.  ("Madison")  for  a proposed business combination.  The business
combination  has  been  canceled  and  National  is  in litigation with Madison,
accordingly,  the  deposit  on  merger  is  still  recorded as a liability as of
September  30,  2002.


NOTE  7-  CONTINGENCIES

National  was  named  as  a defendant in an action filed in Federal Court in Los
Angels,  California  in  July  2002  brought  by  Invinity  Systems Corporation,
Universal  Medical  Alliance,  Madison  Technology Systems, Inc. and Sanitec USA
National,  Inc.  against  National  and  others.  The litigation arises from the
transaction  between  National  and  Madison  and seeks the return of funds paid
National  in  connection  with  the  transaction  as  well  as  punitive damages
including  a  RICO  claim.  National intends to vigorously defend itself in this
matter  and has filed an answer denying all substantive claims.  National cannot
predict  the  outcome  of  this  matter  and  its  effect on the Company and its
shareholders.

<PAGE>

NOTE  8  -  SUBSEQUENT  EVENT

In  October  2002, National issued 100,000 shares of convertible preferred stock
to  Crown  Partners', Inc. for the assumption of $40,000 of accounts payable due
to  Crown  Partners',  Inc.  and  other  accounts  payable.

The  preferred  stock  is  convertible at 10 shares for 1 common share of common
stock.

Pending  shareholder  approval,  National  proposed  a reverse split of 1 common
share  for  100  common shares of existing common shares outstanding.  After the
reverse  split 78,555 common shares will be outstanding.  As of January 7, 2003,
the  shareholders  had  not  voted  on  the  reverse  split  or  other  matters.

In  December  2002,  National filed Schedule 14C proposing an increase in common
shares  authorized  from  25,000,000  to  100,000,000,  an increase in preferred
shares  authorized  from  500,000  to  10,000,000, and a reverse split of common
stock  of  1  for 100.  As of January 7, 2003, the shareholders had not approved
any  of  the  items.







<PAGE>