SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

                                   (Mark One)

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

                  For the quarterly period ended March 31, 2004

                                       OR

[ ]      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

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

         20700 Ventura Boulevard, #227, Woodland Hills, California 91364
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (818) 277-9494
--------------------------------------------------------------------------------
                          (Issuer's telephone number)

                                       N/A
--------------------------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report)

         Indicate  by check mark  whether the  registrant  (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: x

As of March 31, 2004 there were  7,855,500  shares of Common Stock of the issuer
outstanding.


<PAGE>



                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET

                                 March 31, 2004
                                   (Unaudited)

<TABLE>
<S>                                                                       <C>
Assets                                                                    $        --
                                                                          ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable:
    Trade                                                                 $    60,157
    Crown Partners', Inc.                                                      88,809
    Total current liabilities                                                 148,966

STOCKHOLDERS' DEFICIT:
  Preferred stock, $.01 par value, 500,000,000 shares
    authorized, no shares issued and outstanding                                   --
  Common stock, $.001 par value, 25,000,000 shares
    authorized, 7,855,500 shares issued and outstanding                         7,855
  Additional paid in capital                                                1,237,439
  Accumulated deficit                                                      (1,394,260)
                                                                          -----------
    Total Stockholders' Deficit                                              (148,966)
                                                                          -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                               $        --
                                                                          ===========
</TABLE>


<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                      Three and Six Months Ended March 31,
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                                       Inception
                                         Three Months Ended                         Six Months Ended                    through
                                              March 31,                                 March 31,                       March 31,
                                      2004                 2003                 2004                 2003                 2004
                                   -----------          -----------          -----------          -----------          -----------
<S>                                <C>                  <C>                  <C>                  <C>                  <C>
Revenue                            $        --          $        --          $        --          $        --          $     9,578

Expenses:
  Development costs                         --                   --                   --                   --            1,264,236
  General and administrative             2,892                  375               13,327                5,250              134,802
                                   -----------          -----------          -----------          -----------          -----------
                                         2,892                  375               13,327                5,250            1,399,038
                                   -----------          -----------          -----------          -----------          -----------
Net loss before income taxes            (2,892)                (375)             (13,327)              (5,250)          (1,389,460)

Income taxes                                --                   --                   --                   --                4,800
                                   -----------          -----------          -----------          -----------          -----------
Net loss                           $    (2,892)         $      (375)         $   (13,327)         $    (5,250)         $(1,394,260)
                                   ===========          ===========          ===========          ===========          ===========

Basic net loss per common
share                              $     (0.00)         $     (0.00)         $     (0.00)         $     (0.00)
                                   ===========          ===========          ===========          ===========

Weighted average shares
outstanding                          7,855,500            7,855,500            7,855,500            7,855,500
                                   ===========          ===========          ===========          ===========
</TABLE>


<PAGE>


                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          Three Months Ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Six Months Ended                Inception through
                                                                         March 31,                       March 31,
                                                                 2004                 2003                 2004
                                                             -----------          -----------          -----------
Cash flows from operating activities:
<S>                                                          <C>                  <C>                  <C>
  Net loss                                                   $   (13,327)         $    (5,250)         $(1,394,260)
    Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                                   --                   --               22,977
      Common stock issued for settlement of interest
        expense                                                       --                   --               12,900
      Common stock issued for services                                --                   --              217,900
      Loss on abandoned assets                                        --                   --              120,387
      Gain on sale of assets                                          --                   --                 (500)
      Income from sale of abandoned assets                            --                   --               (9,578)
  Changes in operating assets and liabilities
    Accounts payable                                              13,327                5,250              149,769
                                                             -----------          -----------          -----------
        Net cash used in operating activities                         --                   --             (880,405)
                                                             -----------          -----------          -----------
Cash flows from investing activities:

  Purchase of property and equipment                                  --                   --              (87,314)
  Proceeds from the sale of equipment                                 --                   --               15,078
                                                             -----------          -----------          -----------
        Net cash provided by (used in) investing
          activities                                                  --                   --              (72,236)
                                                             -----------          -----------          -----------
Cash flows from financing activities:

  Proceeds from notes payable                                         --                   --              217,200
  Payments on notes payable                                           --                   --              (20,000)
  Proceeds from the sale of common stock, net                         --                   --              755,441
                                                             -----------          -----------          -----------
        Net cash provided by financing activities                     --                   --              952,641
                                                             -----------          -----------          -----------
Net increase (decrease) in cash and cash equivalents                  --                   --                   --
  Cash at beginning of period                                         --                   --                   --
                                                             -----------          -----------          -----------
  Cash at end of period                                      $        --          $        --          $        --
                                                             ===========          ===========          ===========
</TABLE>


<PAGE>


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

Note 1 - BASIS OF PRESENTATION

The balance sheet of the Company as of March 31, 2004, the related statements of
operations for the three months and six months ended March 31, 2004 and 2003 and
the  statements  of cash flows for the six months  ended March 31, 2004 and 2003
included in the financial  statements  have been prepared by the Company without
audit.  In the opinion of  management,  the  accompanying  financial  statements
include all adjustments (consisting of normal,  recurring adjustments) necessary
to summarize fairly the Company's  financial position and results of operations.
The results of operations  for the three months ended  December 31, 2003 are not
necessarily  indicative  of the results of  operations  for the full year or any
other interim  period.  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  September 30, 2003 Form
10-KSB.


<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

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.  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

National Healthcare Technology,  Inc. (the "Company") was organized February 29,
1996 as  "Patriot  Holding  Corporation"  and  subsequently  changed its name to
"National  Healthcare  Technology,  Inc." on August 26,  1996.  Between 1996 and
1999, the Company was  unsuccessful in raising  sufficient  capital to begin and
complete a proposed  double-blind study of an intravenous drug called Magkelate.
The Company did raise  $1,000,000  which was used to pay its operating  expenses
and general and administrative  expenses as well as expenses related to starting
the double-blind study.  Following its inability to raise capital and needing to
conserve its financial resources,  the Company dismissed all of its employees in
early 1999.  The developer of Magkelate  passed away in the fall of 1999 and the
Magkelate  patent has expired.  Since 1999,  the Company has been  substantially
inactive.  The Company is in the  development  stage as defined in  Statement of
Financial Accounting Standards No. 7.

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.  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.

LIQUIDITY AND CAPITAL RESOURCES

The Company is in the  development  stage and since inception 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 March 31,  2004
reflects no assets and limited liabilities.  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 is  continuing  to search for suitable  merger  candidates  or other
businesses to become involved in so that it can commence operations and generate
revenues to continue paying its bills.

The Company  will  attempt to carry out its plan of business  and hopes to enter
into a business  combination with another entity.  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.


<PAGE>

RESULTS OF OPERATIONS

During the period from November 5, 1989 (inception)  through March 31, 2004, the
Company engaged in limited operations and attempted to initiate its double blind
study of its drug,  Magkelate.  The Company  received  no  revenues  during this
period.  The capital raised was expended for general  office and  administrative
expenses and the proposed  double-blind  study of Magkelate,  which double-blind
study the Company was unable to start due to lack of capital.

For the six months  ended  March 31,  2004,  the  Company had no revenue and its
expenses  were  $13,327  resulting  in a net loss for the six  months of $13,327
compared to no revenue and expenses of $5,250 for the six months ended March 31,
2003 and a net loss of $5,250 for the six months then ended.

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

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 will 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 need for additional financing is 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.

DESCRIPTION OF PROPERTIES

The Company presently has no office space.

EMPLOYEES

As of December 31, 2003, the Company had no employees.


<PAGE>

ITEM 3.   CONTROLS AND PROCEDURES

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in company reports
filed or submitted  under the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") is recorded,  processed,  summarized and reported, within the time periods
specified  in  the  Securities  and  Exchange   Commission's  rules  and  forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer (the  "Certifying  Officers"),  as appropriate to allow timely decisions
regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the  Exchange  Act, the  Certifying
Officers  carried  out an  evaluation  of the  effectiveness  of the  design and
operation of the Company's disclosure controls and procedures as of December 31,
2003. Their  evaluation was carried out with the  participation of other members
of the  Company's  management.  Based  upon  their  evaluation,  the  Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

The Company's  internal  control over financial  reporting is a process designed
by, or under the  supervision  of, the  Certifying  Officers and effected by the
Company's  Board of  Directors,  management  and  other  personnel,  to  provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended December 31, 2003,  that
has  materially  affected,  or is  reasonably  likely to affect,  the  Company's
internal control over financial reporting.

PART II

Items No. 1, 2, 3, 4, 5 - Not Applicable.


Item No. 6 - Exhibits and Reports on Form 8-K

(a) No reports on Form 8-K were filed during the three months ended December 31,
2003.

(b)  Exhibits


<PAGE>

Exhibit
Number           Name of Exhibit
------           ---------------

31.1             Certification  of Chief  Executive  Officer,  pursuant  to Rule
                 13a-14(a) of the Exchange Act, as enacted by Section 302 of the
                 Sarbanes-Oxley Act of 2002.

31.2             Certification  of Chief  Financial  Officer,  pursuant  to Rule
                 13a-14(a) of the Exchange Act, as enacted by Section 302 of the
                 Sarbanes-Oxley Act of 2002.

32.1             Certification  of Chief  Executive  Officer and Chief Financial
                 Officer,  pursuant to 18 United  States Code Section  1350,  as
                 enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements 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.

NATIONAL HEALTHCARE TECHNOLOGY, INC.

By /s/ Charles Smith
--------------------------
Charles Smith, CEO and CFO

Date: May 22, 2004