1


                                  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, 2006

[ ]      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                       (IRS Employer
of incorporation or organization)                 Identification No.)


            1660 Union Street, Suite 200, San Diego, California 92101
                    (Address of principal executive offices)

                                 (619) 398-8470
                           (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 [ ] No [X]

As of  August  14, 2006,  36,209,759  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 Statements
Microsoft Word 11.0.6568;


1



                         PART I - FINANCIAL INFORMATION

Item 1.           Financial Information

                                      F-1
<PAGE>


                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  JUNE 30, 2006

                                       F-2
<PAGE>


                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006



                                 C O N T E N T S

Consolidated Balance Sheet (Unaudited)                                     F-4

Consolidated Statements of Operations (Unaudited)                          F-5

Consolidated Statements of Cash Flows (Unaudited)                          F-6

Notes to Consolidated Financial Statements (Unaudited)                     F-7


                                      F-3
<PAGE>


                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2006
                                   (Unaudited)

                              ASSETS
Assets
         Current assets
                    Prepaid consulting                      $    125,000

         Other assets

                    Investment in Custer Leasehold                56,000
                                                            ------------

                              Total assets                  $    181,000
                                                            ============

         LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
         Current liabilities
                    Accounts payable and accrued expenses   $    216,165

                    Interest payable                               8,980
                                                            ------------
                Total current liabilities                        225,145
                                                            ------------

         Non-current liabilities

                    Notes payable to affiliate                   455,560

                    Shares to be issued                           56,000
                                                            ------------

                Total non-current liabilities                    511,560
                                                            ------------


                             Total liabilities                   736,705

Stockholders' Deficit

                Common Stock, $.001 par value,
                100,000,000 shares authorized,
                35,532,759 issued and outstanding

                as of June 30, 2006                               35,533

                Additional paid in capital                    35,041,307

                Prepaid consulting                           (11,052,917)

                Deficit accumulated during development
                stage                                        (24,579,628)
                                                            ------------
         Total Stockholders' Deficit

                                                                (555,705)
                                                            ------------



TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $    181,000
                                                            ============


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

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                     Three Month Period Ended June 30,
                                                          2006           2005
                                                       -----------    -----------
REVENUES, net                                          $      --      $      --
                                                       -----------    -----------

OPERATING EXPENSES

<S>                                                      <C>              <C>
         Professional fees                               2,904,199        175,752

         Technology license royalties                         --           22,917

         Other general and administrative                8,627,944         60,360
                                                       -----------    -----------

         Total operating expenses                       11,532,143        259,029
                                                       -----------    -----------

NET LOSS                                               (11,532,143)      (259,029)
                                                       ===========    ===========

LOSS PER COMMON SHARE                                        (0.36)         (3.30)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING    32,208,981         78,571

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

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


                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
                                   (Unaudited)

                                                                  Period from January 27,     Period from January 27,
                                        Six Month Period Ended       2005 (inception)             2005 (inception)
                                             June 30, 2006         through June 30, 2005       through June 30, 2006
                                        ----------------------    -----------------------     -----------------------

<S>                                          <C>                        <C>                        <C>
REVENUES, net                                $     --                   $     --                   $     --
                                             -----------                -----------                -----------

OPERATING EXPENSES

         Professional fees                   15,134,949                    192,514                 15,600,254

         Technology license royalties              --                       22,917                    160,417

         Depreciation and amortization             --                         --                        3,811

         Other general and administrative     8,637,079                     76,154                  8,815,146
                                            -----------                -----------                -----------

         Total operating expenses            23,772,028                    291,585                 24,579,628
                                            -----------                -----------                -----------

NET LOSS                                    (23,772,028)                  (291,585)               (24,579,628)
                                            ===========                ===========                ===========


NET LOSS PER SHARE (BASIC & DILUTED)              (0.92)                     (3.71)                     (1.76)

WEIGHTED AVERAGE SHARES OUTSTANDING
 (BASIC & DILUTED)                           25,850,870                     78,517                 13,974,415


</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>

<TABLE>
<CAPTION>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                                                          Period from
                                                                                          January 27,     Period from
                                                                                             2005       January 27, 2005
                                                                        Six Month Period   (inception)    (inception)
                                                                         Ended June 30,   through June  through June 30,
                                                                              2006          30, 2005         2006
                                                                          ------------    ------------    ------------
<S>                                                                        <C>                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                                          (23,772,028)       (291,585)    (24,579,628)

Adjustments to reconcile net loss to cash used by operating activities:

         Expenses paid by note payable                                         125,000            --           125,000

         Depreciation and amortization                                            --              --             3,811

         Stock issued for services                                          23,279,583            --        23,279,583

Changes in certain assets and liabilities, net of divestiture

         Inventory                                                                --           (17,561)        (17,561)

         Other assets                                                             --            (2,087)         (2,087)

         Accounts payable and accrued expenses                                 152,905          83,612         297,895
                                                                          ------------    ------------    ------------
CASH FLOWS USED IN OPERATING ACTIVITIES:                                      (214,540)       (227,621)       (904,528)
                                                                          ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

         Capital expenditures                                                     --           (38,952)        (38,952)

         Investment in Es3                                                        --           200,000            --
                                                                          ------------    ------------    ------------
CASH FLOWS PROVIDED BY (USED) IN INVESTING ACTIVITIES
                                                                                  --           161,048         (38,952)
                                                                          ------------    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from convertible note-related party                             --              --           400,000
         Related party advances                                                214,540          94,200         543,480
                                                                          ------------    ------------    ------------
         CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                           214,540          94,200         943,480
                                                                          ------------    ------------    ------------

Net increase (decrease) in cash & cash equivalents                        $       --      $     27,627    $       --

Cash & cash equivalents, beginning of period                              $       --      $       --      $       --
                                                                          ------------    ------------    ------------

Cash & cash equivalents, end of period                                    $       --      $     27,627    $       --
                                                                          ------------    ------------    ------------

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid                                                             $       --      $       --      $       --
                                                                          ------------    ------------    ------------

Income taxes paid                                                         $       --      $       --      $       --
                                                                          ------------    ------------    ------------

NON CASH TRANSACTIONS


Net liabilities assumed with recapitalization                             $       --      $       --      $    200,000

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

Stock issued for debt                                                     $       --      $       --      $    400,000
</TABLE>


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

                                      F-7
<PAGE>



                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

1.       Summary of Significant Accounting Policies

A.       Organization and General Description of Business

On July 19, 2005, National Healthcare  Technology,  Inc., a Colorado corporation
(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
is Es3's accounting year-end.

Accordingly  the  financial  statements  contained  in this  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.

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 and its
wholly owned  subsidiary,  Es3,  through  October 1, 2005 (the effective date of
disposition).   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


                                      F-8
<PAGE>

financial statements should be read in conjunction with the audited consolidated
financial statements and footnotes for the year ended December 31, 2005 included
in the Company's Annual Report on Form 10-KSB.  The results of the three and six
month periods ended June 30, 2006 are not necessarily  indicative of the results
to be expected for the full year ending December 31, 2006.

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  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.

D.       Cash and Cash Equivalents

Cash  and cash  equivalents  include  cash in hand  and  cash in time  deposits,
certificates  of deposit and all highly  liquid debt  instruments  with original
maturities of three months or less.


E.       Stock-Based Compensation

The Company adopted SFAS No. 123 (Revised 2004),  Share Based Payment ("SFAS No.
123R"),  under the  modified-prospective  transition  method on January 1, 2006.
SFAS No. 123R  requires  companies to measure and recognize the cost of employee
services  received in exchange for an award of equity  instruments  based on the
grant-date   fair  value.   Share-based   compensation   recognized   under  the
modified-prospective  transition  method of SFAS No. 123R  includes  share-based
compensation  based on the grant-date  fair value  determined in accordance with
the  original   provisions  of  SFAS  No.  123,   Accounting   for   Stock-Based
Compensation,  for all share-based  payments granted prior to and not yet vested
as of  January  1, 2006 and  share-based  compensation  based on the  grant-date
fair-value  determined  in  accordance  with SFAS No.  123R for all  share-based
payments  granted after January 1, 2006. SFAS No. 123R eliminates the ability to
account for the award of these  instruments  under the  intrinsic  value  method
prescribed by Accounting Principles Board ("APB") Opinion No. 25, Accounting for
Stock Issued to Employees, and allowed under the original provisions of SFAS No.
123. Prior to the adoption of SFAS No. 123R, the Company accounted for our stock
option plans using the intrinsic  value method in accordance with the provisions
of APB Opinion No. 25 and related interpretations.

F.       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.

                                      F-9
<PAGE>

G.         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 net loss per share is based upon the weighted average number of
common shares outstanding. Diluted net loss per share is based on the assumption
that all  dilutive  convertible  shares  and stock  options  were  converted  or
exercised.  Dilution is computed by applying the treasury  stock  method.  Under
this method,  options and warrants are assumed to be exercised at the  beginning
of the period (or at the time of issuance,  if later),  and as if funds obtained
thereby were used to purchase  common  stock at the average  market price during
the period.  For the period from  inception  through  March 31, 2006,  basic and
diluted loss per share are the same since the  calculation  of diluted per share
amounts would result in an anti-dilutive calculation.


H.         Recent Accounting Pronouncements

In February  2006,  FASB issued SFAS No.  155,  "Accounting  for Certain  Hybrid
Financial  Instruments".  SFAS  No.  155  amends  SFAS No 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities",  and SFAF No. 140, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities".  SFAS No. 155,  permits  fair value  remeasurement  for any hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require  bifurcation,  clarifies which  interest-only  strips and principal-only
strips are not  subject  to the  requirements  of SFAS No.  133,  establishes  a
requirement  to evaluate  interest in securitized  financial  assets to identify
interests  that  are  freestanding  derivatives  or that  are  hybrid  financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives,  and  amends  SFAS No.  140 to  eliminate  the  prohibition  on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial  interest other than another derivative  financial
instrument.  This statement is effective for all financial  instruments acquired
or issued  after the  beginning of the  Company's  first fiscal year that begins
after September 15, 2006.  Management is still in the process of determining the
effect of the statement on the financials.

In March 2006 FASB  issued  SFAS 156  "Accounting  for  Servicing  of  Financial
Assets".  SFAS No. 156 amends FASB  Statement No. 140,  Accounting for Transfers
and  Servicing of Financial  Assets and  Extinguishments  of  Liabilities,  with
respect  to the  accounting  for  separately  recognized  servicing  assets  and
servicing  liabilities.  This  Statement:  (1) requires an entity to recognize a
servicing asset or servicing  liability each time it undertakes an obligation to
service a financial  asset by entering into a servicing  contract,  (2) requires
all  separately  recognized  servicing  assets and servicing  liabilities  to be
initially  measured  at fair  value,  if  practicable;  (3) permits an entity to
choose the  `amortization  method' or `fair value  measurement  method' for each
class of separately recognized servicing assets and servicing  liabilities;  (4)
at   its   initial   adoption,    permits   a   one-time   reclassification   of
available-for-sale  securities to trading securities by entities with recognized
servicing  rights,   without  calling  into  question  the  treatment  of  other
available-for-sale   securities   under   Statement   115,   provided  that  the
available-for-sale  securities  are  identified in some manner as offsetting the


                                      F-10
<PAGE>

entity's  exposure  to changes in fair value of  servicing  assets or  servicing
liabilities  that a servicer elects to subsequently  measure at fair value;  and
(5) requires separate presentation of servicing assets and servicing liabilities
subsequently  measured at fair value in the statement of financial  position and
additional  disclosures  for all  separately  recognized  servicing  assets  and
servicing  liabilities.  SFAS  156  is  effective  as of  the  beginning  of the
Company's first fiscal year that begins after September 15, 2006.  Management is
still  in  the  process  of  determining  the  effect  of the  statement  on the
financials.

2.       Equity Transactions

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.

                                      F-11
<PAGE>

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.

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.

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.

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.

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.

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.

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.

On June 16, 2006,  we issued  375,000  shares each to John  McDermit and John E.
Havens, who currently serve on our advisory board.

                                      F-12
<PAGE>


B. Issuance of Warrants

The following table summarizes the warrants outstanding:

<TABLE>
<CAPTION>


                                                                        Weighted
                                                                         Average    Aggregate
                                                        Warrants        Exercise     Intrinsic
                                                      outstanding        Price        Value
                                                    -----------------   ---------   -----------
<S>                                                        <C>             <C>     <C>
                Outstanding, December 31, 2005             1,800,000       $0.67   $ 1,050,000
                Granted                                      600,000       $2.63
                Forfeited/Canceled                                -           -
                Exercised                                         -           -
                                                    -----------------
                Outstanding, June 30, 2006                 2,400,000       $1.16   $ 1,050,000
                                                    =================
</TABLE>

The weighted average remaining  contractual life of warrants  outstanding is 3.8
years at June 30, 2006.
<TABLE>
<CAPTION>

        Outstanding Warrants                                           Exercisable Warrants
-------------------------------------                   ---------------------------------------------------
  Range of Exercise      Number      Average Remaining      Average Exercise Price           Number
        Price                         Contractual Life
-------------------    ------------  ------------------    -------------------------    -----------------
<S>                      <C>              <C>                         <C>                   <C>
      $0.67-$2.63        2,400,000        3.8 years                   $0.67                 1,800,000
</TABLE>

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

Expected volatility                                             80%
Expected life in years                                     5 years
Risk free interest rate                                       5.07%
Dividend yield                                                   0%

During the  six-month  period  ended June 30,  2006,  the  Company  granted  two
warrants  which  expire five years from date of grant and are  convertible  into
300,000  shares of common stock at an exercise  price of $2.63 per share to each
of Brian  Harcourt and  Ross-Lyndon  James in accordance  with their  respective
Management  Employment  Agreements executed by and between them and the Company,
respectively.    The warrants
were granted on April 5, 2006 and vest 6 months after grant.

3.       Stock Based Compensation

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 June 30, 2006, no options to purchase the Company's common stock have been
granted under the Plan.

                                      F-13
<PAGE>
4. Related Party Transactions

A.       Ross-Lyndon James

The following  transaction took place between the Company and Ross-Lyndon James,
the  Company's  Chief  Executive  Officer and  Director:  On April 3, 2006,  the
Company entered into an employment agreement with Ross Lyndon James who has been
serving as the Company's  President  without  compensation and written agreement
since being appointed to such office by the Board of Directors of the Company in
June 2005. Mr. Lyndon James had also served without  compensation  as a director
of the Company. Under the terms of the agreement,  Mr. Lyndon James will receive
compensation  equal to twenty five thousand dollars  ($25,000) per month payable
monthly in  advance.  He was also  granted one million  eight  hundred  thousand
(1,800,000)  restricted  shares of common stock upon execution of the employment
agreement  as a signing  bonus,  as well as a  termination  grant of two million
(2,000,000)  shares of  restricted  common  stock.  All shares  have  piggy-back
registration rights. Additionally,  the Company agreed to grant him a warrant to
acquire  three  hundred  thousand  (300,000)  restricted  shares of the Company'
common stock. The exercise price is to be based on the bid price of the stock on
the date of the  agreement.  The  warrants  expire  five years after the date of
grant.  Additionally,  Mr. Lyndon James will be entitled to  participate  in any
stock option program offered by the Company to its employees.

B.       Brian Harcourt

The following transaction took place between the Company and Brian Harcourt, the
Company's  Chief  Financial  Officer and Director  and parties  related to Brian
Harcourt:

On April 3, 2006,  the Company  entered into an employment  agreement with Brian
Harcourt who has been serving as an officer of the Company without  compensation
and  written  agreement  since  being  appointed  to such office by the Board of
Directors  of the Company in June 2005.  Mr.  Harcourt  has also served  without
compensation as a director of the Company. Under the terms of the agreement, Mr.
Harcourt  will  receive  compensation  equal to  twenty  five  thousand  dollars
($25,000) per month payable monthly in advance.  He was also granted one million
eight  hundred  thousand  (1,800,000)  restricted  shares of common  stock  upon
execution  of  the  employment  agreement  as a  signing  bonus,  as  well  as a
termination  grant of two million  (2,000,000)  restricted  shares of the common
stock. All shares have piggy back registration rights. Additionally, the Company
agreed  to grant him a warrant  to  acquire  three  hundred  thousand  (300,000)
restricted  shares of the Company's  common stock.  The exercise  price is to be
based on the bid price of the stock on the date of the  agreement.  The warrants
expire five years after the date of grant.  Additionally,  Mr.  Harcourt will be
entitled to participate  in any stock option  program  offered by the Company to
its employees.

                                      F-14
<PAGE>

April 5, 2006, the Company entered into a consulting agreement with First Credit
Holding Ltd ("First Credit") to provide business  management services and advice
as it relates to the Company's  future.  Under the terms of the  agreement,  the
Company agreed to pay First Credit a fee of three million five hundred  thousand
(3,500,000)  restricted  shares of common stock. The fee is  non-refundable  and
considered  earned when the shares are delivered.  The company is amortizing the
expense over the period of the services.  Brian Harcourt,  one of our directors,
is the controlling  shareholder of First Credit. The shares of stock were issued
in April 2006.

C.       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 recorded $125,000 as prepaid expense
for the cash paid.  The Company is amortizing the expense over the period of the
services.

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  (77,000)  restricted  shares  of the
Company's common stock. The shares of stock have not been issued as of August 7,
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  casinghead  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 is 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 is due on
December 31,  2006.  No interest is payable on the note.  At June 30, 2006,  the
advances outstanding were $455,560.

D. Non-related party transactions

On April 5, 2006,  the Company  retained  the  services of  Monterosa  Group Ltd
("Monterosa")  for a  period  of three  years  for  operational  administration,
transaction processing and management,  systems development,  staff recruitment,
acquisition transaction support services,  shareholder  communications and other
business management services.  Under the agreement,  the Company agreed to pay a


                                      F-15
<PAGE>

fee of seven  hundred  thousand  (700,000)  shares of the  Company's  restricted
common stock as  compensation  in lieu of cash.  The fee is  non-refundable  and
considered  earned when the shares are delivered.  The Company is amortizing the
expense over the period of the services.

On April 5, 2006, the Company  entered into a consulting  agreement with BlueFin
LLC ("BlueFin") to provide business  development,  investor relations  services,
introductions  to  qualified  funding  sources,  introductions  to oil  and  gas
business prospects,  and introductions to accredited investors.  Under the terms
of the  agreement,  the  Company  agreed to pay  BlueFin a fee of seven  hundred
thousand  (700,000) shares of the Company's  restricted common stock. The fee is
non-refundable and considered earned when the shares are delivered.  The Company
is amortizing the expense over the period of the services.

5.       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 under arrangement with the landlord at no cost.

6.       Going Concern Uncertainties

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 since
inception of $24,579,628,  and had a  stockholders'  deficit at June 30, 2006 of
$555,705.

In view of the matters described, there is substantial doubt as to the Company's
ability  to  continue  as a going  concern  without a  significant  infusion  of
capital.  The Company  acquired all of the  outstanding  capital stock of Es3 in
July 2005 and subsequently  divested its ownership effective October 1, 2005. At
June 30, 2006, the Company had no operations.  In view of the matters described,
there is  substantial  doubt as to the Company's  ability to continue as a going
concern  without a  significant  infusion of capital.  There can be no assurance
that management will be successful in implementing  its new plans. The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

                                      F-16
<PAGE>

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.

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. 7. Subsequent Events.

On July 24, 2006,  Ross-Lyndon James and Brian Harcourt  effectively resigned as
officers  and  directors  of the Company.  Ross  Lyndon-James  had served as the
Company's Chief Executive  Office and Brian Harcourt had served as the Company's
Chief Financial Officer since the Merger of the Company and Es3 on or about July
19, 2005. Under the terms of the resignation,  Mr. Harcourt and Mr. Lyndon-James
will receive $50,000.  cash each in exchange for  relinquishing  their rights in
the termination shares under their respective Management Employment  Agreements.
As the warrants issued to Mr. Harcourt and Mr. Lyndon-James had not vested as of
the effective date of their  resignation,  the warrants  effectively  expired on
July 24, 2006.

The  remaining  director of the  Company,  William  Courtney,  appointed  Samvel
Petrossian as the Company's Chief Executive Officer and Chief Financial Officer.
Mr. Petrossian was also appointed to serve on the Company's board of directors.

Under an agreement  with the  Company,  Mr.  Petrossian  shall be paid a monthly
salary of $5,000 for serving as an officer and director of the Company.  At this
time, he has not been granted  options to acquire any of the Company's stock nor
is he participating in any other equity-based compensation plan.

On April 4, 2006, the Company entered into an assignment of an oil and gas lease
with  Summitt.   Under  the  agreement,   the  Company  agreed  to  pay  Summitt
seventy-seven thousand (77,000) restricted shares of the Company's common stock.
After June 30,  2006,  upon  further  discussion  and  negotiation  between  the
parties,  the number os shares  issuable  under the  Agreement  was  modified to
reflect the actual intent of the parties and the Company has a greed to issue an
aggregate  total of six  hundred  seventy-seven  thousand  (677,000)  restricted
shares to Summitt under the assignment agreement.

                                      F-17
<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, 2005.  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

On July 19, 2005, the Company  completed the acquisition of Es3. Pursuant to the
terms of the  Exchange  Agreement  dated as of June 30,  2005,  by and among the
Company,  Crown  Partners,  the largest  stockholder of the Company prior to the
Closing,  Es3, and certain  stockholders of Es3, the Company acquired 17,798,750
shares of the  outstanding  capital  stock of Es3 in exchange for the  Company's
issuance to the Es3  Stockholders of 17,798,750  shares of the Company's  common
stock. In connection with the Exchange Agreement, the Company also issued 78,751
shares to the former owners of National  Healthcare  Technology,  Inc.,  905,438
shares to Crown Partners and 400,000 shares between to two individuals,  dba. WB
International,  Inc.  that  provided  consulting  and  advisory  services to the
Company (the "Consultants").

As a result of the transactions  contemplated by the Exchange Agreement,  during
the year 2005, we had one active  operating  subsidiary,  Es3. Es3 was formed on
January  27,  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" and "Authentic Stone Veneers".

From  January 27, 2005  (inception)  to March 31,  2006,  the Company has had $0
revenues, and a net operating loss of $24,579,628.

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,

                                      -2-
<PAGE>

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.

Upon the  closing  of the  Exchange  Agreement,  we had  planned  to market  our
coatings  and  veneers to both  commercial  and  residential  markets,  which we
intended  to fund by using  the  public  markets  to secure  additional  working
capital  and  to  make  acquisitions  using  either  Common  Stock  or  cash.  A
significant   component  of  our  intermediate  term  growth  strategy  was  the
acquisition and integration of companies in related building  materials  fields.
We had expected to take  advantage  of synergies  among  related  businesses  to
increase  revenues and take advantage of economies of scale to reduce  operating
costs.

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 77,000  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.

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.

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.

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 will also change the Company name to a name in line with a company
in the oil and gas business.

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

                                      -3-
<PAGE>

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,  2006,  (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, 2006 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.

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

                                      -4-
<PAGE>

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  remediated  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,  2006,  we  issued  securities  using the
exceptions  available  under the Securities  Act of 1933 including  unregistered
sales made pursuant to Section 4(2) of the Securities Act of 1933, as follows:

in April  2006,  we issued  1,800,000  shares of our  common  stock to our Chief
Executive  Officer in  accordance  with the terms of the  Management  Employment
Agreement;  in April 2006, we issued 1,800,000 shares of its unregistered common
stock to our  Chief  Financial  Officer  in  accordance  with  the  terms of the
Management Employment Agreement;  in April 2006, in accordance with the terms of
a Consulting Agreement, we issued 3,500,000 shares of the Company's common stock
to a related party, for consulting  services;  in April 2006, in accordance with
the terms of a Consulting  Agreement,  we issued 700,000 shares of the Company's
common  stock to a third  party  for  consulting  services;  in April  2006,  in
accordance with the terms of a Consulting Agreement,  we issued 2,800,000 shares
of the Company's  common stock to a related party for  consulting  services;  in
April 2006, in accordance  with the terms of a Consulting  Agreement,  we issued
2,500,000 shares of the Company's common stock to a related party for consulting
services; in April 2006, in accordance with the terms of a Consulting Agreement,
we issued  1,800,000 shares of the Company's common stock to a related party for
consulting services; in April 2006, in accordance with the terms of a Consulting
Agreement,  we issued  3,500,000 shares of the Company's common stock to a third
party for consulting services;  in April 2006, in accordance with the terms of a
Consulting  Agreement,  we issued 3,500,000 shares of the Company's common stock
to a related party for  consulting  services;  in June 2006,  the Company issued
375,000 shares of the Company's  common stock to an individual who is serving on
our advisory  board;  and in June 2006, we issued  375,000  shares of our common
stock to an individual who is serving on our advisory board.

Item 3.  Defaults Upon Senior Securities.

None

                                      -5-
<PAGE>

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

None

Item 5.    Other Information.

None

Item 6.    Exhibits and Reports on Form 8-K.

a) Exhibits.


------- -------- ---------------------------------------------------------------
        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).
------- -------- ---------------------------------------------------------------
        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, attached hereto.
------- -------- ---------------------------------------------------------------
31      31.1     Certification by Samvel Petrossian, Chief Executive Officer, as
                 required  under  Section  302 of  Sarbannes-Oxley  Act of 2002,
                 attached hereto.
------- -------- ---------------------------------------------------------------

                                      -6-
<PAGE>

------- -------- ---------------------------------------------------------------
        31.2     Certification by Samvel Petrossian, Chief Financial Officer, as
                 required under Section 302 of the  Sarbannes-Oxley Act of 2002,
                 attached hereto.
------- -------- ---------------------------------------------------------------
32      32.1     Certification as required under Section 906 of  Sarbannes-Oxley
                 Act of 2002, attached hereto.
------- -------- ---------------------------------------------------------------

(b) Reports on Form 8-K.

On April 6, 2006,  we filed a report on Form 8-K with respect to Item 1.01 Entry
Into a Material Definitive Agreement, and Item 7.01 Regulation FD Disclosure.

On June 14,  2006,  we filed a report  on Form  8-K with  respect  to Item  4.02
Non-reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review.


                                   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.

NATIONAL HEALTHCARE TECHNOLOGY, INC.

Date: August 16, 2006


By:  /s/ SAMVEL PETROSSIAN
-------------------------------------
Samvel Petrossian
Chief Executive Officer

                                      -7-