UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended June 30, 2007

[_]   TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

                 From the transition period from ____ to _____.

                        Commission file number 01-28911.


                            BRIGHTON OIL & GAS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Colorado                                     91-1869677
---------------------------------                 --------------------
  (State or other jurisdiction                       (IRS Employer
of incorporation or organization)                 Identification No.)


         9595 Wilshire Blvd., Suite 510, Beverly Hills, California 90210
                    (Address of principal executive offices)

                                 (310) 275-9095 (Issuer's telephone number)

              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) 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 (2) has been
subject to such filing requirements for the past 90 days: Yes [X] No [_]

As of July 11, 2007,82,819,811 shares of the issuer's common equity is
outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [_] No [X]





<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.           Financial Information



                                      F-1
<PAGE>

                            BRIGHTON OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                            (Unaudited) JUNE 30, 2007



                                       F-2
<PAGE>

                            BRIGHTON OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007



                                 C O N T E N T S

Consolidated Balance Sheet (Unaudited)                                 F-4

Consolidated Statements of Operations (Unaudited)                      F-5, F-6

Consolidated Statements of Cash Flows (Unaudited)                      F-7

Consolidated Statements of Stockholders' Equity (Unaudited)            F-8

Notes to Consolidated Financial Statements (Unaudited)                 F-9



                                      F-3



<PAGE>


                            BRIGHTON OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2007
                                   (Unaudited)



                                     ASSETS

    Cash                                                           $      1,911
                                                                   ------------
             Total Current Assets                                         1,911



    Prepaid expenses                                                      6,000
                                                                   ------------
             Total Other Assets                                           6,000

TOTAL ASSETS                                                       $      7,911
                                                                   ============

                 LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Accounts payable                                               $    289,223
    Accrued expenses                                                  1,526,026
    Accrued interest payable to affiliate                                30,753
    Shares to be issued                                               5,000,000
    Loan payable to affiliate                                           141,148
    Notes payable to affiliate, net                                     325,000
                                                                   ------------
             Total Current Liabilities                                7,312,150

Stockholders' Deficit
    Common Stock, $.001 par value, 100,000,000 shares authorized,
     82,819,811 issued and outstanding as of June 30, 2007               82,820
    Additional paid in capital                                       40,232,068
    Prepaid consulting                                               (6,084,584)
    Accumulated deficit                                             (41,534,543)
                                                                   ------------
               Total stockholders' deficit                           (7,304,239)
                                                                   ------------

                    Total liabilities and stockholders' deficit    $      7,911
                                                                   ============



              The accompanying notes are an integral part of these
                  unaudited consolidated financial statements.

                                      F-4



<PAGE>


                            BRIGHTON OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2007
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Month Period Ended        Three Month Period Ended
                                                           June June 30, 2007              June June 30, 2006
<S>                                                           <C>                              <C>
NET REVENUE                                                   $       --                       $       --
                                                              ------------                     ------------

OPERATING EXPENSES
        Professional fees                                        1,410,683                        2,904,199
        Technology license royalties                                  --                               --
        Depreciation, amortization and impairment                     --                               --
        Other general and administrative                            34,039                        8,627,944
                                                              ------------                     ------------
        Total operating expenses                                 1,444,722                       11,532,143
                                                              ------------                     ------------

NET OPERATING LOSS                                              (1,444,722)                     (11,532,143)

        Interest expense                                          (162,500)                               0
        Gain on settlement of debt                                    --                               --
                                                              ------------                     ------------

NET LOSS                                                      $ (1,607,222)                    $(11,532,143)
                                                              ============                     ============

LOSS PER SHARE - BASIC & DILUTED                              $      (0.02)                    $      (0.36)
                                                              ============                     ============

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC & DILUTED           81,273,771                       32,208,981
                                                              ============                     ============
</TABLE>


                                      F-5
<PAGE>

                            BRIGHTON OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    Period from January
                                                        Six Month Period     Six Month Period     27, 2005 (inception) to
                                                       Ended June 30, 2007  Ended June 30, 2006       June 30, 2007
<S>                                                        <C>                  <C>                    <C>
NET REVENUE                                                $       --           $       --             $       --
                                                           ------------         ------------           ------------

OPERATING EXPENSES
        Professional fees                                     2,661,453           15,134,949             26,077,653
        Technology license royalties                               --                   --                  160,417
        Depreciation, amortization and impairment                  --                   --                   59,811
        Other general and administrative                        133,706            8,637,079             15,566,462
                                                           ------------         ------------           ------------
        Total operating expenses                              2,795,159           23,772,028             41,864,343
                                                           ------------         ------------           ------------

NET OPERATING LOSS                                           (2,795,159)         (23,772,028)           (41,804,343)

        Interest expense                                       (675,000)                   0               (675,000)
        Gain on settlement of debt                                 --                   --                  215,000
                                                           ------------         ------------           ------------

NET LOSS                                                   $ (3,470,159)        $(23,772,028)          $(42,264,343)
                                                           ============         ============           ============

LOSS PER SHARE - BASIC & DILUTED                           $      (0.04)        $      (0.92)
                                                           ============         ============

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC & DILUTED        78,473,771           25,850,870
                                                           ============         ============
</TABLE>



      Weighted average number of dilutive securities has not been taken since
      the effect of dilutive securities would be anti-dilutive.

              The accompanying notes are an integral part of these
                         unaudited financial statements.


                                      F-6



<PAGE>


                            BRIGHTON OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                   Period from
                                                                                                                January 27, 2005
                                                                            Six Month Period  Six Month Period   (inception) to
                                                                              Ended June 30,    Ended June 30,    June 30, 2007
                                                                                  2007               2006
<S>                                                                           <C>              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss                                                               $ (3,470,159)    $ (23,772,028)     $(42,324,343)

Adjustments to reconcile net loss to cash used by operating activities:
       Depreciation                                                                   --                --               3,811
       Amortization on investment in custer leasehold                                 --                --               9,333
       Impairment on investment in custer leasehold                                   --                --              46,667
       Stock issued for services                                                   490,848        23,279,583        31,283,098
       Amortization of prepaid consulting fees                                   1,936,666              --           1,936,666
       Expenses paid by note payable                                                  --             125,000              --
       Amortization of beneficial conversion feature                             1,000,000              --           1,000,000
       Shares to be issued                                                            --                --           5,000,000
Changes in certain assets and liabilities, net of divestiture
       Increase in Inventory                                                          --                --             (29,102)
       Increase in Other assets                                                     (6,000)             --              (8,087)
       Increase (Decrease) in Accrued expenses                                      30,753              --           1,350,278
       Increase in Accounts payable and accrued expenses                           166,994           152,905           577,454
                                                                              ------------     -------------      ------------
CASH FLOWS USED IN OPERATING ACTIVITIES:                                           149,102          (214,540)       (1,154,225)
                                                                              ------------     -------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures                                                           --                --             (38,952)
                                                                              ------------     -------------      ------------
CASH FLOWS USED IN INVESTING ACTIVITIES                                               --                --             (38,952)
                                                                              ------------     -------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from convertible note - related party                              141,148              --             541,148
       Related party advances                                                     (288,400)             --             653,940
                                                                              ------------     -------------      ------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                       (147,252)             --           1,195,088
                                                                              ------------     -------------      ------------

NET INCREASE IN CASH &CASH EQUIVALENTS                                               1,850          (214,540)            1,911
CASH &CASH EQUIVALENTS, BEGINNING OF PERIOD                                             61              --                --
                                                                              ------------     -------------      ------------
CASH &CASH EQUIVALENTS, END OF PERIOD                                         $      1,911     $    (214,540)     $      1,911
                                                                              ============     =============      ============

SUPPLEMENTAL CASH FLOW INFORMATION:
       Interest paid                                                          $       --                --        $       --
                                                                              ============     =============      ============
       Income taxes paid                                                      $       --                --        $       --
                                                                              ============     =============      ============
       Net liabilities assumed with recapitalization                          $       --                --        $    200,000
                                                                              ============     =============      ============
       Divestiture of subsidiary to related party                             $       --                --        $    544,340
                                                                              ============     =============      ============
       Common stock issued for debt                                           $    350,000              --        $    750,000
                                                                              ============     =============      ============
       Common stock issued for acquiring Custer Leasehold (677,000
         shares issued)                                                               --                --        $    406,200
                                                                              ============     =============      ============
</TABLE>


                   The accompanying notes are an integral part
                    of these unaudited financial statements.

                                       F-7

<PAGE>

                            BRIGHTON OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
            FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2007 AND 2006
  FOR THE CUMMULATIVE PERIOD FROM JANUARY 27, 2005 (INCEPTION) TO JUNE 30, 2007

                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                          Additional
                                                                           Common Stock     Paid in         Prepaid
                                                               Shares         amount        Capital        Consulting    )
                                                            ------------   ------------   ------------    ------------
<S>                                                         <C>            <C>            <C>             <C>
Balance, January 27, 2005 (inception)                               --     $       --     $       --      $       --

Founder's stock issued                                         8,380,000          8,380         (8,380)           --

Stock issued for debt                                            800,000            800        399,200            --

Shares issued for license agreement                            8,618,750          8,619         (8,619)           --

Effect of reverse merger                                       1,384,009          1,384       (201,384)           --

Divestiture of subsidiary to related party                          --             --          544,340            --

Net loss for the year                                               --             --             --              --
                                                            ------------   ------------   ------------    ------------

Balance, December 31, 2005                                    19,182,759         19,183        725,157            --

Shares issued for employment                                   4,550,000          4,550      8,482,950            --

Shares issued for services                                    17,108,000         17,108     28,781,392      (7,633,750)

Shares issued for lease agreement                                677,000            677        405,523            --

Net loss for the year                                               --             --             --              --
                                                            ------------   ------------   ------------    ------------

Balance, December 31, 2006                                    41,517,759   $     41,518   $ 38,395,022    $ (7,633,750)
                                                            ============   ============   ============    ============

Shares issued for services                                     6,302,052          6,302        522,046        (387,500)

Shares issued for debt conversion                             35,000,000         35,000        315,000            --

Amortization of beneficial conversion feature                                                1,000,000

Amortization of shares issued for services                          --             --             --         1,936,666

Net loss for the for the three months ended June 30, 2007           --             --             --              --
                                                            ------------   ------------   ------------    ------------

Balance, June 30, 2007                                        82,819,811   $     82,820   $ 40,232,068    $ (6,084,584)
                                                            ============   ============   ============    ============


<CAPTION>
                                                             Deficit
                                                            Accumulated
                                                            during the         Total
                                                            development     stockholder's
                                                               Stage       equity/(deficit)
                                                            ------------    ------------
<S>                                                         <C>             <C>
Balance, January 27, 2005 (inception)                       $       --      $       --

Founder's stock issued                                              --              --

Stock issued for debt                                               --           400,000

Shares issued for license agreement                                 --              --

Effect of reverse merger                                            --          (200,000)

Divestiture of subsidiary to related party                          --           544,340

Net loss for the year                                           (807,600)       (807,600)
                                                            ------------    ------------

Balance, December 31, 2005                                      (807,600)        (63,260)

Shares issued for employment                                        --         8,487,500

Shares issued for services                                          --        21,164,750

Shares issued for lease agreement                               (350,200)         56,000

Net loss for the year                                        (36,906,584)    (36,906,584)
                                                            ------------    ------------

Balance, December 31, 2006                                  $(38,064,384)   $ (7,261,594)
                                                            ============    ============

Shares issued for services                                          --           140,848

Shares issued for debt conversion                                                350,000

Amortization of beneficial conversion feature                                  1,000,000

Amortization of shares issued for services                                     1,936,666

Net loss for the for the three months ended June 30, 2007     (3,470,159)     (3,470,159)
                                                            ------------    ------------

Balance, June 30, 2007                                      $(41,534,543)   $ (7,304,239)
                                                            ============    ============
</TABLE>



                   The accompanying notes are an integral part
                    of these unaudited financial statements.

                                       F-8



<PAGE>


                            BRIGHTON OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007

1.    Summary of Significant Accounting Policies

A.    Organization and General Description of Business

Brighton Oil & Gas, Inc. ("We" or "the Company") was incorporated under the laws
of the State of  Colorado,  on July 6,  2005.  On July 19,  2005,  the  Company,
completed  the  acquisition  of Special  Stone  Surfaces,  Es3,  Inc.,  a Nevada
Corporation  ("Es3")  pursuant  to  the  terms  of an  Exchange  Agreement  (the
"Exchange Agreement") by and among the Company,  Crown Partners,  Inc., a Nevada
corporation  and at such time, the largest  stockholder  of the Company  ("Crown
Partners"), Es3, and certain stockholders of Es3 (the "Es3 Stockholders"). Under
the terms of the Exchange Agreement, the Company acquired all of the outstanding
capital  stock of Es3 in exchange for the issuance of  19,182,759  shares of the
Company's  common  stock to the Es3  Stockholders,  Crown  Partners  and certain
consultants  The  transactions  effected  by the  Exchange  Agreement  have been
accounted for as a reverse  merger.  This reverse  merger  transaction  has been
accounted for as a recapitalization  of Es3, as Es3 is the accounting  acquirer,
effective July 19, 2005. As a result,  the historical  equity of the Company has
been restated on a basis consistent with the recapitalization.  In addition, the
Company changed its accounting  year-end from September 30 to December 31, which
was Es3's accounting year-end.

Accordingly the financial  statements contained in report include the operations
of the  Company  in its new line of  business.  As a result of the  transactions
contemplated  by the Exchange  Agreement,  the Company had one active  operating
subsidiary--Es3.  Es3 was formed in January 2005 and began  operations  in March
2005 in the business of  manufacturing  and  distributing  a range of decorative
stone veneers and finishes based on proprietary  Liquid Stone  Coatings(TM)  and
Authentic Stone Veneers(TM).  Effective October 1, 2005, the Company sold all of
its shares in Es3.

On April 3, 2006 the Board of Directors  approved a change of direction  for the
Company,  from the business of Manufacturing  and distributing  decorative stone
veneers and finishes, to the business of oil and gas exploration and production,
mineral lease purchasing and all activities associated with acquiring, operating
and maintaining the assets of such operations.  As such the Company changed it's
name from National Healthcare Technology,  Inc., to Brighton Oil & Gas, Inc., on
June 6, 2007.

B.    Basis of Presentation and Organization

The accompanying  unaudited consolidated financial statements have been prepared
by the  Company  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission (the "SEC") Form 10-QSB and Item 310 of Regulation S-B, and
Generally Accepted Accounting  Principles for interim financial  reporting.  The
consolidated  financial  statements  include the  accounts of the  Company.  The
information  furnished  herein  reflects all  adjustments  consisting  of normal
recurring  accruals and  adjustments)  which are, in the opinion of  management,
necessary to fairly present the operating  results for the  respective  periods.
Certain  information  and  footnote   disclosures  normally  present  in  annual
consolidated   financial  statements  prepared  in  accordance  with  accounting
principles  generally accepted in the United States of America have been omitted
pursuant to such rules and regulations.  These consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
and  footnotes  for the year ended  December 31, 2006  included in the Company's
Annual Report on Form 10-KSB. The results of the three month periods ended March
31, 2007 and 2006 are not  necessarily  indicative of the results to be expected
for the full year ending December 31, 2007.

C.    Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  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.  Estimates and assumptions are
reviewed  periodically  and  the  effects  of  revisions  are  reflected  in the
financial statements in the period they are determined.

J.    Basic and Diluted Net Earnings (loss) per Share

The  Company  adopted  the  provisions  of SFAS No.  128,  "Earnings  Per Share"
("EPS"). SFAS No. 128 provides for the calculation of basic and diluted earnings
per share.  Basic EPS includes no dilution and is computed by dividing income or
loss available to common  shareholders by the weighted  average number of common
shares  outstanding for the period.  Diluted EPS reflects the potential dilution
of securities that could share in the earnings or losses of the entity.  For the
periods ended March 31, 2007 and 2006 and from inception through March 31, 2007,
basic and diluted loss per share are the same since the  calculation  of diluted
per share amounts would result in an anti-dilutive calculation.

K.    Recent Accounting Pronouncements

In  September  2006,  FASB  issued  SFAS 157  `Fair  Value  Measurements'.  This
Statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This Statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement  will  change  current  practice.  This  Statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and interim  periods  within those fiscal  years.  The  management  is currently
evaluating the effect of this pronouncement on financial statements.


                                      F-9
<PAGE>

In  September  2006,  FASB issued SFAS 158  `Employers'  Accounting  for Defined
Benefit Pension and Other Postretirement  Plans--an amendment of FASB Statements
No. 87, 88, 106,  and 132(R)' This  Statement  improves  financial  reporting by
requiring an employer to recognize the over-funded or  under-funded  status of a
defined  benefit  postretirement  plan (other than a  multiemployer  plan) as an
asset or  liability  in its  statement  of  financial  position and to recognize
changes in that  funded  status in the year in which the changes  occur  through
comprehensive  income of a business entity or changes in unrestricted net assets
of  a  not-for-profit  organization.  This  Statement  also  improves  financial
reporting by requiring an employer to measure the funded  status of a plan as of
the  date  of  its  year-end  statement  of  financial  position,  with  limited
exceptions.  An employer with publicly  traded equity  securities is required to
initially  recognize the funded status of a defined benefit  postretirement plan
and to provide the required  disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without  publicly traded equity  securities
is required to recognize the funded status of a defined  benefit  postretirement
plan and to provide the  required  disclosures  as of the end of the fiscal year
ending after June 15, 2007.  However, an employer without publicly traded equity
securities  is required to disclose the  following  information  in the notes to
financial  statements  for a fiscal year ending after  December  15,  2006,  but
before June 16, 2007,  unless it has applied the recognition  provisions of this
Statement in preparing  those financial  statements.  The requirement to measure
plan assets and  benefit  obligations  as of the date of the  employer' s fiscal
year-end  statement of financial  position is effective  for fiscal years ending
after December 15, 2008.  The  management is currently  evaluating the effect of
this pronouncement on financial statements.

In February 2007,  FASB issued FASB Statement No. 159, The Fair Value Option for
Financial  Assets and  Financial  Liabilities.  FAS 159 is effective  for fiscal
years beginning after November 15, 2007. Early adoption is permitted  subject to
specific  requirements outlined in the new Statement.  Therefore,  calendar-year
companies  may be able to adopt FAS 159 for their first  quarter 2007  financial
statements.

The new Statement  allows  entities to choose,  at specified  election dates, to
measure  eligible  financial  assets and  liabilities at fair value that are not
otherwise  required to be measured at fair value.  If a company  elects the fair
value  option  for an  eligible  item,  changes  in that  item's  fair  value in
subsequent  reporting  periods must be recognized in current  earnings.  FAS 159
also  establishes  presentation  and  disclosure  requirements  designed to draw
comparison  between  entities that elect  different  measurement  attributes for
similar assets and liabilities.


2.    Going Concern

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate the continuation of
the Company as a going  concern.  The Company  reported a cumulative net loss of
$41,909,788 and had a stockholder's  deficit of $7,025,663 at June 30, 2007. The
information  included in this Form  10-QSB  should be read in  conjunction  with
Management's  Discussion and Analysis and Financial Statements and notes thereto
included in the Company's December 31, 2006 Form 10-KSB.

3.    Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the  recognition of deferred tax assets and  liabilities for the expected future
tax  consequences of events that have been included in the financial  statements
or tax returns. Under this method,  deferred income taxes are recognized for the
tax consequences in future years of differences  between the tax bases of assets
and liabilities and their financial  reporting  amounts at each period end based
on enacted tax laws and statutory  tax rates  applicable to the periods in which
the differences are expected to affect taxable income.  Valuation allowances are
established,  when  necessary,  to reduce  deferred  tax  assets  to the  amount
expected to be realized.

4.    Accrued Expenses

As of June 30, 2007, the accrued expenses comprise of the following:

Payroll taxes        $1,285,651
Dispute settlement       13,000
Compensation              6,375
Audit fee                 6,000
Consulting fee          215,000
                     ----------
                     $1,526,026
                     ==========

5. Note Payable

On January 11, 2007 the company entered into an agreement with Camden  Holdings,
Inc.,  also an affiliate of the Company,  wherein the Company  memorialized  its
obligation to pay Camden Holdings,  Inc $650,000 by December 31, 2007 for monies
owed to Camden. The Company also gave Camden the right to convert all or part of
this debt into  shares of the  Company's  common  stock at $.01 per  share.  The
company recorded a beneficial  conversion of $650,000 on the note which is being
amortized over the life of the note.  During the six month period ended June 30,
2007, the Company  amortized  $325,000 of this unamortized  discount as interest
expense. As of June 30, 2007, the company has recorded  unamortized  discount of
$325,000.  The  note is  being  shown  net of the  unamortized  discount  in the
accompanying financials. The Company recorded an interest payable of $30,753 for
the six month period ended June 30, 2007.

                                      F-10
<PAGE>

6.    Equity Transactions

The Company is  authorized to issue  100,000,000  shares of common shares with a
par value of $.001 per share.  These shares have full voting rights.  There were
85,619,811 issued and outstanding as of June 30, 2007.


A.    Issuance of Common Stock

In February 2005, the Company issued  8,380,000  shares of  unregistered  common
stock at par value of $0.001 to  founding  stockholders  without  consideration,
including 6,250,000 shares to Boston Equities Corporation (a related party).

In June 2005, the Company issued 800,000 shares of unregistered  common stock at
par value of $0.001 in exchange for the debt  arising out of monies  advanced to
the Company in the amount of $400,000 by Boston Equities Corporation pursuant to
a convertible  debt agreement  dated March 1, 2005. The terms of the convertible
debt agreement allowed Boston Equities Corporation to convert its debt to shares
of common stock at $.50 per share.

In June  2005,  the  Company's  issued  an  aggregate  of  8,618,750  shares  of
unregistered  common at par value of $0.001 stock to the shareholders of Aronite
Industries,   Inc.  ("Aronite")  in  connection  with  the  license  of  certain
trademarks from Aronite.  Certain  officers,  directors and  shareholders of the
Company are former or current  officers,  directors and shareholders of Aronite.
Aronite and the Company are under common control and, therefore, the transaction
was recorded at Aronite's basis, which was zero.

In July  2005,  in  accordance  with the terms of the  Exchange  Agreement,  the
Company  issued 400,000  shares of registered  common stock to two  consultants,
d.b.a.  WB  International,  Inc. in  accordance  with the terms of the  Exchange
Agreement.

In July 2005,  the  Company  issued for no  consideration  78,571  shares of its
unregistered  common stock at par value of $0.001 to the former  shareholders of
National Healthcare  Technologies,  Inc. and an additional 905,438 shares of its
unregistered  common  stock at par value of $0.001 to Crown  Partners,  a former
major shareholder of National Healthcare  Technologies,  Inc. in accordance with
the terms of the Exchange Agreement.

In April 2006, the Company issued 1,800,000  shares of its  unregistered  common
stock to its  Chief  Executive  Officer  and  Director,  Ross-Lyndon  James,  in
accordance with the terms of the Management  Employment  Agreement.  The shares,
which vested upon issuance,were  recorded at the fair market value of $3,690,000
on the date of issuance.

In April 2006, the Company issued 1,800,000  shares of its  unregistered  common
stock to its Chief Financial Officer and Director, Brian Harcourt, in accordance
with the terms of the Management Employment Agreement.  The shares, which vested
upon issuance,  were recorded at the fair market value of $3,690,000 on the date
of issuance.

In April 2006,  in  accordance  with the terms of a  Consulting  Agreement,  the
Company issued  3,500,000  shares of the Company's  common stock to Credit First
Holding Limited, a related party, for consulting services.  The Company recorded
the  shares  at the  fair  market  value of  $7,175,000.  The  expense  is being
amortized over the period of the consulting  agreement as the services are being
performed.  During  the year  ended  December  31,  2006 the  Company  amortized
$1,793,750 as consulting expense.  During the three month period ended March 31,
2007, the Company amortized $597,917.

In April 2006,  in  accordance  with the terms of a  Consulting  Agreement,  the
Company issued 700,000 shares of the Company's  common stock to Monterosa  Group
Limited for  consulting  services.  The Company  recorded the shares at the fair
market value of  $1,435,000.  The expense is being  amortized over the period of
the consulting  agreement as the services are being  performed.  During the year
ended December 31, 2006 the Company  amortized  $358,750 as consulting  expense.
During the three month  period  ended  March 31,  2007,  the  Company  amortized
$119,583.

In April 2006,  in  accordance  with the terms of a  Consulting  Agreement,  the
Company issued 2,800,000 shares of the Company's common stock to Design, Inc., a
related party, for consulting services.  The Company recorded the expense at the
fair market value of shares of $6,440,000.

In April 2006,  in  accordance  with the terms of a  Consulting  Agreement,  the
Company  issued  2,500,000  shares  of the  Company's  common  stock  to  Camden
Holdings,  Inc., a related party, for consulting services.  The Company recorded
the expense at the fair market value of shares of $5,750,000.

In April 2006,  in  accordance  with the terms of a  Consulting  Agreement,  the
Company issued  1,800,000  shares of the Company's  common stock to Summit Oil &
Gas, a related party,  for consulting  services The Company recorded the expense
at the fair market value of shares of $3,690,000

In April 2006,  in  accordance  with the terms of a  Consulting  Agreement,  the
Company issued 700,000 shares of the Company's common stock to Bluefin,  LLC for
consulting services. The Company recorded the shares at the fair market value of
$1,435,000.  The expense is being  amortized  over the period of the  consulting
agreement as the services are being  performed.  During the year ended  December
31, 2006 the Company amortized $358,750 as consulting expense.  During the three
month period ended March 31, 2007, the Company amortized $119,583.

On June 16, 2006,  we issued  375,000  shares each to John  McDermit and John E.
Havens,  who  served on our  advisory  board.  The  shares,  which  vested  upon
issuance,  were recorded at the fair market value on the date of issuance, for a
total of $1,027,500.

In August,  2006,  in  accordance  with an agreement  between the  parties,  the
Company issued 677,000 shares of the Company's common stock to Summitt Oil & Gas
to acquire certain lease rights. The shares were valued at $406,200. The Company
recorded the asset at the  historical  cost of $56,000 to the related  party and
recorded $350,200 as a deemed dividend to the related party.

                                      F-11
<PAGE>

In August,  2006, in accordance  with the terms of a Consulting  Agreement,  the
Company issued 209,000 shares of its common stock to Catalyst  Consulting,  Inc.
In September, 2006, pursuant to the terms of a Consulting Agreement, the Company
issued an additional 209,000 shares of its common stock to Catalyst  Consulting,
Inc.,  under the Company's 2006-1  Consultant and Employee  Services Plan. These
shares issuances represent prepaid consulting services for the period of July 1,
2006 through  December 31,  2006.  The Company  recorded the expense at the fair
market value of shares of $209,000.

On August 17, 2006, in accordance with the terms of a Consulting Agreement,  the
Company issued 500,000 shares of its common stock to Ramp International, Inc. In
September,  2006, pursuant to the terms of a Consulting  Agreement,  the Company
issued 500,000 shares of its common stock to Ramp International, Inc., under the
Company's  2006-1  Consultant and Employee  Services  Plan.  This share issuance
represents  prepaid  consulting  expense for the period from  September  2, 2006
through  February 2, 2007 with this expense to be amortized over 18 months.  The
agreement was based on fair market value totaling $500,000 of which $400,000 was
amortized during the year ended December 31, 2006. During the three month period
ended March 31, 2007, the Company amortized $100,000. The Company also owed Ramp
a cash payment of $215,000 which was waived off by Ramp as of December 31, 2006,
so this amount has been recorded as a gain on settlement of debt.

On August 17, 2006, in accordance with the terms of a Consulting Agreement,  the
Company issued  100,000  shares of its common stock to Jon Konheim.  The Company
recorded the expense at the fair market value of shares of $60,000.

In August  2006 in  accordance  with the terms of a  Consulting  Agreement,  the
Company  issued  100,000  shares of its  common  stock to Linda  Contreras.  The
Company recorded the expense at the fair market value of shares of $120,000

In September, 2006, pursuant to the terms of a Consulting Agreement, the Company
issued  2,700,000  shares of its  common  stock to Summitt  Ventures,  under the
Company's 2006-1 Consultant and Employee Services Plan. The Company recorded the
expense at the fair market value of shares of $1,680,000

The Company issued  200,000 shares of its common stock to its former  president,
Samuel Petrossian, in September, 2006 as compensation for services,  pursuant to
an employment agreement.  Mr. Petrossian resigned in November, 2006. The Company
recorded the expense at the fair market value of shares of $80,000.

In  September,  2006,  the Company  adopted the 2006-1  Consultant  and Employee
Services  Plan  wherein the Company  registered  3,800,000  shares of its common
stock for issuance to consultants and employees of the Company.

In September, 2006, pursuant to the terms of a Consulting Agreement, the Company
issued  190,000  shares of its common stock to Frank Layton under the  Company's
2006-1  Consultant and Employee  Services Plan. The Company recorded the expense
at the fair market value of shares of $76,000.

In September, 2006, pursuant to the terms of a Consulting Agreement, the Company
issued  150,000  shares,  of its  common  stock to  Linda  Contreras  under  the
Company's 2006-1  Consultant and Employee Services Plan.The Company recorded the
expense at the fair market value of shares of $60,000.

In September, 2006, pursuant to the terms of a Consulting Agreement, the Company
issued  400,000  shares  of its  common  stock to  Raymond  Robinson  under  the
Company's 2006-1 Consultant and Employee Services Plan. The Company recorded the
expense at the fair market value of shares of $160,000.

In October,  2006, pursuant to the terms of a Consulting Agreement,  the Company
issued 50,000 shares of its common stock to Claudia J. Zaman,  attorney.,  under
the Company's 2006-1 Consultant and Employee Services Plan. The Company recorded
the expense at the fair market value of shares of $8,500.

On January 11, 2007 the company  entered into an agreement  with Summitt Oil and
Gas, Inc.,  also an affiliate of the Company,  wherein the Company  memorialized
its  obligation to pay Summitt  $350,000 by December 31, 2007 for monies owed to
Summitt.  The Company also gave Summitt the right to convert all or part of this
debt into shares of the  Company's  common stock at $.01 per share,  which right
Summitt  has  exercised.  As a result of this  conversion,  Summitt  was  issued
35,000,000  shares of the Company's  common stock,  in restricted  form, and the
Company  has  extinguished  the debt of $350,000  owed to  Summitt.  The company
recorded  a  beneficial   conversion  of  $350,000  on  the  note.  The  Company
extinguished the debt of $350,000 to the related party on conversion of the note
and recorded  $350,000 as interest  expense.  Additionally,  the Company entered
into a  consulting  agreement  with  Summitt  wherein the Company  agreed to pay
Summitt  $450,000 and issue Summitt five million shares of the Company's  common
stock,  in restricted  form, in  consideration  for Summitt's  services  through
December 31, 2007. The shares were issued in January, 2007. The company recorded
the consulting expense based on the cash and the fair value of the shares on the
date of issuance. The expense is being amortized over the term of the consulting
agreement.  As of March 31, 2007, the company has recorded a prepaid  consulting
of $387,500 on the agreement.

In April,  2007,  pursuant to the terms of a consulting  agreement,  the Company
issued  100,000  shares of its common stock to Claudia J. Zaman,  attorney.  The
Company  recorded the transaction at the fair market value of shares of $24,000,
recognized $10,000 of expense in April, 2007 and recorded and additional $10,000
of expense in June,  2007.  At June 30, 2007 there was $14,000 as prepaid  legal
fees on the Balance Sheet.

In April,  2007,  pursuant to the terms of a consulting  agreement,  the Company
issued 100,000  shares of its common stock to Stephen  Taylor,  consultant.  The
Company  recorded the transaction at the fair market value of shares of $48,000.
The full $48,000 was expensed in April, 2007.

In April,  2007,  pursuant to the terms of a consulting  agreement,  the Company
issued  1,000,000  shares of its common  stock to Dieu  Vuong,  consultant.  The
Company recorded the transaction at the fair market value of shares of $180,000.
The full $180,000 was expensed in April, 2007.

                                      F-12
<PAGE>


B.    Warrants

In February  2005,  the Company issued a warrant to acquire up to 600,000 shares
of  unregistered  common  stock at an exercise  price of $0.60 per share to W.B.
International, Inc., in exchange for consulting services. All shares vested upon
grant. The warrant expires 5 years from the date of issuance.

In June 2005,  the Company  issued a warrant to acquire up to 600,000  shares of
unregistered  common  stock at an  exercise  price of $0.70 per share to each of
Liquid  Stone  Manufacturing,   Inc.  and  Stone  Mountain  Finishes,   Inc.  in
consideration of certain license  agreements.  All shares vested upon grant. The
warrants expire 5 years from the date of issuance.

In June 2005,  the  Company  issued a warrant to an  employee  to purchase up to
100,000 shares of the company's  restricted common stock at an exercise price of
$0.70 per share The shares  vested  monthly  over three years and have a 10 year
option  period.  The employee was  terminated  in February 2006 and the warrants
were forfeited.

No warrants  were granted  during the three month period ended March 31, 2007 or
the three month period ended June 30, 2007:

The weighted average remaining  contractual life of warrants outstanding is 2.80
years at March 31, 2007.

<TABLE>
<CAPTION>
------------------------------------------ -- -------------------- --------------------------------------- --
  Outstanding Warrants                                             Exercisable Warrants
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                     <C>                   <C>                  <C>                   <C>
   Range of             Number                Average Remaining    Average Intrinsic     Number
Exercise Price                                Contractual Life     Value
     $0.67              1,800,000             2.55                        -              1,800,000
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>


The Company  estimated the fair value of each stock warrant at the grant date by
using the Black-Scholes option-pricing mode.

The  weighted-average  assumptions used in estimating the fair value of warrants
granted  during the year periods  June 30,  2007,  and the period ended June 30,
2006 along with the weighted-average grant date fair values, were as follows.


                                      2006
------------------------------------- -----------------------------------
 Expected volatility                  80.0%
 Expected life in years               5 years
 Risk free interest rate              5.07%
 Dividend yield                       0%
------------------------------------- -----------------------------------


C.    Employee Options

On April 3, 2006, the Board of Directors of the Company  authorized and approved
the adoption of the 2006 Stock Option Plan effective April 3, 2006 (the "Plan").
The Plan is administered by the duly appointed compensation committee.  The Plan
is authorized to grant stock options of up to 2,500,000  shares of the Company's
common  stock.  At the time a stock  option  is  granted  under  the  Plan,  the
compensation  committee  shall fix and determine the exercise  price and vesting
schedules  at which such shares of common  stock of the Company may be acquired.
As of March 31,  2007,  no options to purchase the  Company's  common stock have
been granted under the Plan.

There were no options outstanding at June 30, 2007.

In  September,  2006,  the Board of  Directors  of the  Company  authorized  and
approved  the  adoption of the 2006-1  Consultants  and  Employees  Service Plan
effective  September 7, 2006 (the "Consultants  Plan"). The Plan is administered
by the duly appointed  compensation  committee.  The Plan is authorized to grant
stock  options and make stock awards of up to 3,800,000  shares of the Company's
common  stock.  At the time a stock  option  is  granted  under  the  Plan,  the
compensation  committee  shall fix and determine the exercise  price and vesting
schedules  at which such shares of common  stock of the Company may be acquired.
The  Consultants  Plan was  registered  on September 15, 2006 and as of June 30,
2007 a total  of  3,799,000  shares  had  been  issued  and  granted  under  the
Consultants Plan.

5.    Related Party Transactions

A.    Boston Equities Corporation

The following  transaction  took place  between the Company and parties  sharing
common  ownership or control with Boston  Equities  Corporation,  a shareholder,
which owns  approximately  25% of the  Company's  outstanding  and issued common
stock:

On April 3, 2006, the Company  entered into a consulting  agreement with Summitt
Oil and Gas, Inc.  ("Summit") to provide business management services and advice
as it relates to the future of the  company.  Under the terms of the  Agreement,
the Company  shall pay Summitt a fee of two hundred and fifty  thousand  dollars
($250,000)  in  cash  plus  one  million  eight  hundred  thousand   (1,800,000)
restricted  of  the  Company's  common  stock.  The  fee is  non-refundable  and
considered earned when the shares are delivered. The agreement is for six months
expiring in October,  2006. The Company has fully  amortized the expense for the
cash and shares paid as of December 31, 2006.

                                      F-13
<PAGE>

On April 4, 2006, the Company entered into an assignment of an oil and gas lease
with Summitt.  Under the  agreement in exchange for the leasehold  rights in 160
acres in the County of Custer,  Oklahoma,  the Company has agreed to pay Summitt
consideration  of  seventy-seven  thousand  (677,000)  restricted  shares of the
Company's  common  stock.  The shares of stock were  issued on August 22,  2006.
Additionally,  there is excepted from the assignment and conveyance and reserved
and retained in Summitt an  overriding  royalty  equal to 3% of the value of all
oil  produced  and  removed  under the lease and the net  proceeds  received  by
Assignee  from the sale of all gas and casing head  gasoline  produced  and sold
under the lease.

On April 25, 2006, the Company entered into a short term bridge financing in the
form of a  promissory  note to  Camden  Holdings,  Inc.  in the  amount of three
hundred and fifty thousand dollars ($350,000) to be used as working capital. The
Note was due on August 25, 2006.  No interest is payable on the note. On June 8,
2006,  the Company  entered into a short term bridge  financing in the form of a
promissory note to Camden Holdings,  Inc. in the amount of one hundred and fifty
thousand dollars  ($150,000) to be used as working capital.  The Note was due on
December 31, 2006 and has been  extended to December 31, 2007 and on January 11,
2007 was increased to $650,000.  Interest is being accrued at 10$ per annum.  At
June 30, 2007, the advances outstanding were $143,648.

On January 11, 2007 the company  entered into an agreement  with Summitt Oil and
Gas, Inc.,  also an affiliate of the Company,  wherein the Company  memorialized
its  obligation to pay Summitt  $350,000 by December 31, 2007 for monies owed to
Summitt.  The Company also gave Summitt the right to convert all or part of this
debt into shares of the  Company's  common stock at $.01 per share,  which right
Summitt  has  exercised.  As a result of this  conversion,  Summitt  was  issued
35,000,000  shares of the Company's  common stock,  in restricted  form, and the
Company  has  extinguished  the debt of $350,000  owed to  Summitt.  The company
recorded  a  beneficial   conversion  of  $350,000  on  the  note.  The  Company
extinguished the debt of $350,000 to the related party on conversion of the note
and recorded  $350,000 as interest  expense.  Additionally,  the Company entered
into a  consulting  agreement  with  Summitt  wherein the Company  agreed to pay
Summitt  $450,000 and issue Summitt five million shares of the Company's  common
stock,  in restricted  form, in  consideration  for Summitt's  services  through
December 31, 2007. The shares were issued in January, 2007. The company recorded
the consulting expense based on the cash and the fair value of the shares on the
date of issuance. The expense is being amortized over the term of the consulting
agreement. As of June 30, 2007, the company has recorded a prepaid consulting of
$387,500 on the agreement.


On January 11, 2007 the company entered into an agreement with Camden  Holdings,
Inc.,  also an affiliate of the Company,  wherein the Company  memorialized  its
obligation to pay Camden Holdings,  Inc $650,000 by December 31, 2007 for monies
owed to Camden. The Company also gave Camden the right to convert all or part of
this debt into  shares of the  Company's  common  stock at $.01 per  share.  The
company recorded a beneficial  conversion of $650,000 on the note which is being
amortized  over the life of the note.  During the three month period ended March
31, 2007, the Company amortized 162,500 of this unamortized discount as interest
expense. As of June 30, 2007, the company has recorded  unamortized  discount of
$650,000.  The  note is  being  shown  net of the  unamortized  discount  in the
accompanying financials.


6.    Commitments and Contingencies

A.    Legal

The Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of  operations.  The Company is
not currently  aware of any formal legal  proceedings or claims that the Company
believes will have,  individually or in the aggregate, a material adverse effect
on the Company's financial position or results of operations.

B.    Operating Leases

The Company currently has an office at 1660 Union Street,  Suite 200, San Diego,
CA 92101, which it maintains


7.    Subsequent events

None.


8.    Restatement

      Subsequent to the issuance of the Company's  financial  statements for the
      year  ended  December  31,  2006,  the  Company  determined  that  certain
      transactions  and  presentation  in the financial  statements had not been
      accounted   for   properly   in  the   Company's   financial   statements.
      Specifically,  the issuance of shares  pursuant to a consulting  agreement
      was recorded  twice and expensed due to wrong  certification  by the stock
      transfer  agent.  The company has restated its financial  statements as of
      December 31, 2006 for that  correction.  This also  effected the beginning
      balances of the equity,  the  statement of  operations  from  inception to
      March 31, 2007,  the statement of cash flows for the period from inception
      to March 31, 2007 and the statement of stockholders' equity from inception
      to March 31, 2007.

The Company has restated its financial  statements  for these  adjustments as of
March 31, 2007.

The effect of the correction of the error is as follows:

                                      F-14
<PAGE>

<TABLE>
<CAPTION>
                                                                                     AS
                                                                                  PREVIOUSLY         AS
                                                                                   REPORTED       RESTATED
                                                                                -------------   ------------

                                            BALANCE SHEET
                                                                                    As of March 31, 2007
                                                                                ----------------------------
<S>                                                                             <C>             <C>
Stockholder's Equity:
       Additional paid-in capital                                               $ 40,982,222    $ 39,905,022
       Accumulated deficit                                                      $(41,007,321)   $(39,927,321)

                                      STATEMENT OF OPERATIONS:
                                                                                For the period from inceptiono
                                                                                      to March 31, 2007
                                                                                      -----------------

       Professional fee                                                         $ 24,606,970    $ 23,526,970
       Total operating expenses                                                 $ 40,872,121    $ 39,792,121

       Net operating loss                                                       $ 40,872,121    $ 39,792,121
       Net loss                                                                 $ 40,657,121    $ 39,577,121

   STATEMENT OF CASH FLOWS:
                                                                                For the period from inceptiono
                                                                                        to March 31, 2007
                                                                                        -----------------

NET LOSS                                                                        $ 40,657,121    $ 39,577,121
CASH FLOWS FROM OPERATING ACTIVITIES
       Adjustments to reconcile net loss to cash used by operating activities:
       Stock issued for services                                                $ 30,954,750    $ 29,814,750
</TABLE>


                                      F-15


<PAGE>


Item 2.    Management's Discussion and Analysis or Plan of Operation.

This report contains  forward looking  statements  within the meaning of Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange  Act of 1934,  as  amended.  When used in this Form  10-QSB,  the words
"anticipate",  "estimate",  "expect",  "project"  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 proposed plan of operation will fail to generate  projected  revenues.
Additional risks, uncertainties and assumptions include, but are not limited to,
the factors that we describe in the section  entitled  "Management's  Discussion
and Analysis" in the Form 10-KSB/A for the year ended December 31, 2006.  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.  The Company's actual results could differ
materially from those set forth on the forward looking statements as a result of
the risks set forth in the Company's  filings with the  Securities  and Exchange
Commission,  general economic conditions, and changes in the assumptions used in
making such forward looking statements.


General

There was no revenue during the three month and six month periods ended June 30,
2007 and June 60,  2006.  Expenses in the three month period ended June 30, 2007
was  $1,444,722  compared to expenses in the three month  period  ended June 30,
2006 of  $11,532,143.  Expenses in the six month  period ended June 30, 2007 was
$2,795,159  compared to expenses in the six month  period ended June 30, 2006 of
$23,772,028.  The  reduction  in expenses is due to the  non-recurring  expenses
incurred in 2006 related to changing the direction of the Company.

Plan of Operation

On April 3, 2006, our Board of Directors  approved a change of direction for the
Company,  from the business of manufacturing  and distributing  decorative stone
veneers and finishes, to the business of oil and gas exploration and production,
mineral lease purchasing and all activities associated with acquiring, operating
and  maintaining  the assets of such  operations.  This plan of  operating  will
include the acquiring of proven fields and the developing of these properties by
commencing drilling  operations.  In order to maximize economies of scale and to
leverage  the  knowledge  and  expertise  of others,  we will partner with third
parties to exploit any such properties.

In  conjunction  with our change of direction,  in April 2006, we entered into a
consulting  agreement  with Summitt Oil and Gas,  Inc.  ("Summitt"),  as well as
other third parties, to provide business management  services,  and advice as it
relates to the future of the company.  This service  shall  include the drafting
and preparation of business plans,  operating budgets, cash flow projections and
other business management services as we venture into the oil and gas business.

In April 2006 we executed an  assignment  of an oil and gas lease under which we
acquired 100% of the leasehold  rights to drill and otherwise  exploit 160 acres
of  certain  underlying  oil and gas  reserves  located in the County of Custer,
Oklahoma,  which we acquired from Summitt for 677,000  restricted  shares of our
common stock and agreed to pay Summitt a royalty equal to 3% of the value of all
oil  produced and removed  under the lease and the net  proceeds  received by us
from the sale of all gas and  casinghead  gasoline  produced  and sold under the
lease.  The leasehold  interest is not developed and  accordingly  not currently
producing oil or gas. Upon receiving the necessary capitalization,  we intend to
explore the development of this field. During the quarter ended fiscal 2006, the
Company issued 677,000 of its common stock to Summitt and recorded an expense of
$9,333 in connection with this agreement during the quarter.

In  April  2006,   we  entered  into  a  consulting   agreement   with  BlueFin,
Inc.("BlueFin").  BlueFin  has been  retained to provide  business  development,
investor  relations  services,  and  introductions to qualified funding sources,
introductions to oil and gas business  prospects and introductions to accredited
investors.  By leveraging  BlueFin's  resources the Company  anticipates that it
will be able to find  sources of capital to fund its  operations  in the oil and
gas business.

In April 2006, we also entered into an agreement  with  Monterosa  Group Limited
("Monterossa").  Monterossa  has been  retained  to provide  services  including
operation  administration,   transaction  processing  and  management,   systems
development,  staff recruitment,  acquisition  transaction support services, and
other  business  management  services as the Company  moves into the oil and gas
business.

In April 2006,  we also engaged  Camden  Holdings,  Inc.  ("Camden"),  an entity
experienced  in the energy  sector that will assist the Company in locating  oil
and gas  opportunities  for us.  Camden's  services  include  the  drafting  and
preparation of business  plans,  operating  budgets,  cash flow  projections and
other business  management services as we venture into the oil and gas business.
We have  also been  able to  leverage  our  relationship  with  Camden to obtain
short-term  financing  as needed.  Camden has also agreed to advance sums to the
Company to assist in funding its operations over the short-term. As of March 31,
2007 , Camden has  advanced  the Company the sum of $88,682.  In  addition,  the
company also has a convertible note payable to Camden Holdings (See Notes 5).

In April 2006, we also engaged Design, Inc. ("Design"), an entity experienced in
the energy  sector that will assist the Company in  financing  the  transactions
introduced by Camden and our other consultants.

<PAGE>

In July,  2006,  the Company  entered into a Consulting  Agreement  with Summitt
Ventures  Inc.  ("SVI") for three  months  which  required  the Company to issue
2,800,000  of its common stock to SVI for services to be provided to the Company
including business management  services and related services.  These shares were
issued in August,  2006. In September,  2006,  the Company  entered into another
agreement  with  SVI  under  the  same  terms  and  conditions  as the  original
agreement. The Company issued 2,700,000 shares to SVI in September, 2006.

In July,  2006,  the Company  entered into a Consulting  Agreement with Catalyst
Consulting  Partners,  LLC to  provide  the  Company  with  business  consulting
services in exchange for the issuance of 518,000 shares of the Company's  common
stock. These shares were issued during the quarter ended September 30, 2006.

In September,  2006,  the Company  entered into a Services  Agreement with Rhone
Alternative  Marketing  Partners  ("RAMP)  for  marketing  and public  relations
services  in exchange  for the  issuance of  1,000,000  shares of the  Company's
common stock.  These shares were issued  during the quarter ended  September 30,
2006.

During the quarter ended  September 30, 2006,  the Company  compensated  certain
third party  individuals  who provided  services to the  Company.  In August and
September, 2006, 600,000 shares were issued for services. In September, 2006, an
additional  740,000  shares were issued to  consultants  for services  under the
Company's 2006-1  Consultants and Employees Services Plan. This Plan was adopted
in September,  2006 and reserved  3,800,000 shares of the Company's common stock
to consultants and employees,  which shares were registered in September,  2006.
At December  31, 2006 and at June 30, 2007,  3,799,000  shares were issued under
the Plan.

We believe  that by changing  our  direction  to the oil and gas markets we have
improved our prospects  for success due to both the current and expected  future
positive  market  conditions  which we  expect  to  exploit  initially  from the
valuable contacts,  industry  expertise and business  opportunities we expect to
derive from Summitt,  an industry  experienced  consulting  resource,  and other
third party consultants.

Additionally,  we intend to  reincorporate  the Company to a Nevada  corporation
("Reincorporation").  The business purpose of the Reincorporation is to allow us
to avail  ourselves to Nevada  corporate law.  Nevada is a recognized  leader in
adopting and implementing  comprehensive,  flexible corporate laws responsive to
the legal and  business  needs of  corporations  organized  under its laws.  The
Nevada Revised  Statutes is an enabling  statute that is frequently  revised and
updated to accommodate changing business needs.

Additionally,  consistent  with the change of our direction into the oil and gas
business,   we  changed  the  name  of  the  Company  from  National  Healthcare
Technology, Inc., to Brighton Oil & Gas, Inc., on June 6, 2007.

We anticipate that we will have to raise  additional  capital to fund operations
over the next 12 months.  To the extent that we are required to raise additional
funds to acquire properties,  and to cover costs of operations,  we intend to do
so through  additional public or private offerings of debt or equity securities,
including  a drilling  fund to raise  $5,000,000.  There are no  commitments  or
arrangements  for  other  offerings  in  place,  no  guaranties  that  any  such
financings would be forthcoming,  or as to the terms of any such financings. Any
future financing may involve substantial dilution to existing investors. We have
also been  relying on our common stock to pay third  parties for services  which
has resulted substantial dilution to existing investors.

Estimated Funding Required During the Next Twelve Months:

-------------------------------------------- --------------- --- ---------------
Prospect Development & Seismic                $1,000,000      to    $5,000,000
-------------------------------------------- --------------- --- ---------------
Drilling & Development                        $2,500,000      to    $5,000,000
-------------------------------------------- --------------- --- ---------------
Offering Costs & Expenses                        $50,000      to       $50,000
-------------------------------------------- --------------- --- ---------------
General Corporate Expenses                      $100,000      to      $150,000
-------------------------------------------- --------------- --- ---------------
Working Capital                                 $700,000      to    $1,000,000
-------------------------------------------- --------------- --- ---------------
    Total                                     $4,350,000      to   $11,200,000
-------------------------------------------- --------------- --- ---------------

The minimum  expenditures  noted above will allow us to commence with acquiring,
exploring and developing properties as well as commence drilling operations.  In
the event that we are able to raise further funds, we will primarily expend such
funds on further  prospect  development  and  seismic  studies  and then to fund
further  drilling  operations  Consistent  with  this  change  of our  business,
effective  October  1,  2005 we sold all of the  capital  stock of Es3 to Liquid
Stone  Partners.   A  partner  holding  a  minority  interest  in  Liquid  Stone
Partnerships is also a director of the Company.  We currently have one full-time
employee.  We will  primarily rely on outside  consultants  and do not currently
foresee any significant changes in the number of our employees.

Item 3.  Controls and Procedures.

Our Chief  Executive  Officer  and Chief  Financial  Officer has  evaluated  the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act") as of the end of the  period  ended June 30,  2007,  (the
"Evaluation Date"). During the course of the audit for our year end December 31,
2005 in May 2006,  our  auditor  discovered  numerous  errors  in our  financial
statements  in our quarterly  report for the period ended  September 30, 2005 as
disclosed in our form 8-K/A filed on June 14, 2006. As a result of these errors,
and others,  we restated  our form 10-QSB for the quarter  ended  September  30,
2005,  and will restate the financial  statements  for the period ended June 30,
2005, in our Form 8-K/A filed on January 24, 2006. Our conclusion to restate our
form 10QSB for the  quarter  ended  September  30,  2005 and Form 8-K/A filed on
January 24, 2006,  has  resulted in  affecting  our  assessments  regarding  our
controls,  and that they were not effective as of the period ended  December 31,
2006 and  constituted  material  weaknesses  which  began after the close of the
Exchange  Agreement on or about July 19, 2006. As of the period  covered by this
report,  we believe that the material  weaknesses no longer exist.  The material
weaknesses  were primarily a result of our having no controller and no qualified
personnel and as a result transactions were omitted,  recorded  incorrectly,  or
recorded without support.


<PAGE>

Limitations on the Effectiveness of Internal Controls

Disclosure controls and procedures are designed to provide reasonable  assurance
of an entity achieving its disclosure  objectives.  Our chief executive  officer
and chief  financial  officer has  concluded  that our  disclosure  controls and
procedures  are effective at that  reasonable  assurance  level as of the period
covered by this report.  The likelihood of achieving such objectives is affected
by limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal  control can occur  because of human  failures such as simple errors or
mistakes or intentional circumvention of the established process.

There  were  no  changes  in the  Company's  internal  controls  over  financial
reporting, known to the Chief Executive Officer and Chief Financial Officer that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially  affect, the Company's internal control over
financial reporting.

In May 2006,  we  remedied  the  material  weakness  in  internal  control  over
financial  reporting by having our Chief  Executive  Officer and Chief Financial
Officer  review  in  detail  all  adjustments  affecting  the  issuances  of our
securities, and we retained an outside consultant to make accounting entries.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any material  pending legal  proceeding and no such action
by or, to the best of our knowledge, against us have been threatened.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the  Quarter  ending June 30,  2007,  we issued no  securities  using the
exemptions  available  under the Securities  Act of 1933 including  unregistered
sales made pursuant to Section 4(2) of the Securities Act of 1933.

Item 3.    Defaults Upon Senior Securities.

None.

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

None.

Item 5.    Other Information.

The  Company's  CEO and CFO  resigned  in April 2007 and was  replaced  by Linda
Contreras, who was also appointed as the sole officer.

In April,  2007,  the Company held a Special  Meeting of  Shareholders'  where a
re-incorporation in Nevada was approved along with a name change to Brighton Oil
& Gas, Inc. The shareholders also ratified the 2006 Stock Option Plan.

Item 6.    Exhibits and Reports on Form 10-Q.

a) Exhibits.

<TABLE>
<CAPTION>
<S>     <C>                                       <C>
------- -------- ---------------------------------------------------------------
        10.4     Consulting Agreement dated April 3, 2006 by and between Summitt
                 Oil and Gas, Inc. and Company  (previously  filed as an exhibit
                 to our Form 8-K,  file no.  001-28911,  on April 5,  2006,  and
                 incorporated herein by reference).
------- -------- ---------------------------------------------------------------
        10.5     Management Employment Agreement dated April 3, 2006 by and
                 between Ross Lyndon James and the Company (previously filed as
                 an exhibit to our Form 8-K, file no. 001-28911, on April 5,
                 2006, and incorporated herein by reference).
------- -------- ---------------------------------------------------------------
        10.6     Management Employment Agreement dated April 3, 2006 by and
                 between Brian Harcourt and the Company (previously filed as an
                 exhibit to our Form 8-K, file no. 001-28911, on April 5, 2006,
                 and incorporated herein by reference).
------- -------- ---------------------------------------------------------------
        10.7     2006 Employee Stock Option Plan (previously filed as an exhibit
                 to the  Company's  Form 8-K,  file no.  001-28911,  on April 5,
                 2006, and incorporated herein by reference).
------- -------- ---------------------------------------------------------------
        10.8     Consulting  Agreement  by and  between us and Camden  Holdings,
                 Inc. dated January 8, 2006  (previously  filed as an exhibit to
                 our Form  10-KSB/A,  file no.  001-28911,  on June 8, 2006, and
                 incorporated herein by reference).
------- -------- ---------------------------------------------------------------
        10.9     Consulting  Agreement by and between us and Design,  Inc. dated
                 January  8, 2006  (previously  filed as an  exhibit to our Form
                 10-KSB/A, file no. 001-28911, on June 8, 2006, and incorporated
                 herein by reference).
------- -------- ---------------------------------------------------------------
        10.10    Stock Purchase Agreement between us and Liquid Stone Partners
                 dated April 4, 2006 (previously filed as an exhibit to our Form
                 10-KSB/A, file no. 001-28911, on June 8, 2006, and incorporated
                 herein by reference).


<PAGE>

------- -------- ---------------------------------------------------------------
        10.11    Amended  Assignment of leasehold  rights between us and Summitt
                 Holdings,  Inc.  dated  April 4, 2006  (previously  filed as an
                 exhibit to our Form 10-KSB/A,  file no.  001-28911,  on June 8,
                 2006, and incorporated herein by reference).
------- -------- ---------------------------------------------------------------
        10.12    Consulting Agreement between us and Credit First Holdings, Inc.
                 dated April 5, 2006(previously  filed as an exhibit to our Form
                 10-KSB/A, file no. 001-28911, on June 8, 2006, and incorporated
                 herein by reference).
------- -------- ---------------------------------------------------------------
        10.13    Promissory note executed by us to repay Camden  Holdings,  Inc.
                 dated  April 25,  2006  (previously  filed as an exhibit to our
                 Form  10-KSB/A,  file  no.  001-28911,  on  June 8,  2006,  and
                 incorporated herein by reference).
------- -------- ---------------------------------------------------------------
        10.14    Promissory note executed by us to repay Camden  Holdings,  Inc.
                 dated June 8, 2006 (previously filed and incorporated herein by
                 reference)
------- -------- ---------------------------------------------------------------
        10.16    Consolidated note and security agreement with Camden  Holdings,
                 Inc. dated January 5, 2007 (previously  filed  as an exhibit to
                 our form 8-K,  file no.  01-28911  and  incorporated  herein by
                 reference)
------- -------- ---------------------------------------------------------------
        10.17    Consulting  agreement  with  Camden Holdings,Inc. dated January
                 5, 2007 (previously filed  as  an exhibit to our form 8-K, file
                 no. 01-28911 and incorporated herein by reference)
------- -------- ---------------------------------------------------------------
        10.18    Consolidated note and security agreement with Summitt Oil & Gas,
                 Inc.,  Inc.  dated  January  5,  2007  (previously  filed as an
                 exhibit  to  our  form  8-K, file no. 01-28911 and incorporated
                 herein by reference)
------- -------- ---------------------------------------------------------------
        10.18    Consulting agreement with Summitt Oil & Gas, Inc., Inc. dated
                 January 5, 2007 (previously filed as an exhibit to our form 8-K,
                 file no. 01-28911 and incorporated herein by reference)
------- -------- ---------------------------------------------------------------
        31.1     Certification  by  Sam  Plunkett,  Chief  Executive Officer, as
                 required  under  Section  302  of  Sarbannes-Oxley  Act of 2002,
                 attached hereto.
------- -------- ---------------------------------------------------------------
        31.2     Certification  by  Sam  Plunkett,  Chief  Financial Officer, as
                 required under Section 302 of the  Sarbannes-Oxley  Act of 2002,
                 attached hereto.
------- -------- ---------------------------------------------------------------
        32.1     Certification as required under Section 906  of Sarbannes-Oxley
                 Act of 2002, attached hereto.
------- -------- ---------------------------------------------------------------
</TABLE>

(b)   Reports on Form 8-K.

No reports on Form 8-K were filed for the quarter ended September 30, 2006.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

BRIGHTON OIL & GAS, INC.

Date: August 20, 2007


By:
-------------------------------------
Linda Contreras
Chief Executive Officer

                                      -7-