**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 September 30, 2005





**OR**





o  **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 incorporation or organization)(IRS Employer Identification
      No.)








1660
      Union Street, Suite 200, San Diego, California 92101


(Address
      of principal executive offices)





(619)
      398-8470


(Issuer's
      telephone number)





Former
      fiscal year September 30


(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 o





As
      of
      January 31, 2006, 19,492,759 shares of Common Stock of the issuer were
      outstanding.












PART
      I.
      FINANCIAL INFORMATION





**NATIONAL
      HEALTHCARE TECHNOLOGY, INC.**


**(A
      DEVELOPMENT STAGE ENTERPRISE)**


**BALANCE
      SHEET**


**September
      30, 2005**


**(Unaudited)**


**ASSETS**CURRENT
                ASSETS:Inventories
            
            $
            29,101Prepaid
                expenses and other current assets
            
            
            200,270Total
                current assets
            
            
            229,371Property
                and equipment—net
            
            
            35,358Other
                long-term assets
            
            
            2,087TOTAL
                ASSETS
            
            $
            266,816**LIABILITIES
                AND STOCKHOLDERS DEFICIT**CURRENT
                LIABILITIES:Bank
                overdraft
            
            $
            28,211Accounts
                payable
            
            
            206,646Note
                payable—related party (see Note 4)
            
            
            50,140Accrued
                expenses and other current liabilities
            
            
            220Total
                current liabilities
            
            
            285,217Total
                liabilities
            
            
            285,217Commitments
                (see Note 8)STOCKHOLDERS’
                DEFICIT:Common
                stock ($0.001 par value, 100,000,000 shares authorized; 19,492,759
                shares
                issued and outstanding)
            
            
            19,493Additional
                paid-in capital
            
            
            758,220Deferred
                stock compensation
            
            
            (89,256
            )Accumulated
                deficit
            
            
            (706,858
            )Total
                stockholders’ deficit
            
            
            (18,401
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            266,816





The
      accompanying notes are an integral part of these financial
      statements





-2-




**NATIONAL
      HEALTHCARE TECHNOLOGY, INC.**




**(A
      DEVELOPMENT STAGE ENTERPRISE)**


**STATEMENTS
      OF OPERATIONS**


**Three
      Months Ended September 30, 2005 and**


**Period
      from January 27, 2005 (Inception) through September 30,
      2005**


**(Unaudited)**


**Period
                from****January
                27, 2005****Three
                Months Ended**
            
            **(inception)
                through****September
                30,**
            
            **September
                30,****2005**
            
            **2005**REVENUES
            
            $
            —
            
            $
            —COST
                OF GOODS SOLD
            
            
            —
            
            
            —Gross
                profit
            
            
            —
            
            
            —OPERATING
                EXPENSES:Selling
                and marketing
            
            
            25,839
            
            
            33,790Technology,
                support, and development
            
            
            122,157
            
            
            139,464General
                and administrative
            
            
            240,033
            
            
            533,654Total
                operating expenses
            
            
            388,029
            
            
            706,908Operating
                income (loss)
            
            
            (388,029
            )
            
            (706,908
            )OTHER
                INCOME (EXPENSE):Other
                income
            
            
            270
            
            
            270Interest
                expense-net
            
            
            (220
            )
            
            (220
            )Total
                other (expense) income
            
            
            50
            
            
            50NET
                INCOME (LOSS)
            
            $
            (387,979
            )
            $
            (706,858
            )EARNINGS
                (LOSS) PER COMMON SHARE, SHARE, BASIC AND DILUTED
            
            $
            (0.02
            )
            $
            (0.04
            )WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND
                DILUTED
            
            
            19,218,999
            
            
            16,597,011





The
      accompanying notes are an integral part of these financial
      statements




-3-




**NATIONAL
      HEALTHCARE TECHNOLOGY, INC.**




**(A
      DEVELOPMENT STAGE ENTERPRISE)**


**STATEMENT
      OF CASH FLOWS**


**Period
      from January 27, 2005 (Inception) through September 30,
      2005**


**(Unaudited)**


**Period
                from****January
                27, 2005****(inception)
                through****September
                30,****2005**CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income (loss)
            
            $
            (706,858
            )Adjustments:Depreciation
            
            
            3,594Amortization
                of deferred stock compensation
            
            
            9,657Changes
                in:Accounts
                receivable
            
            
            (270
            )Inventories
            
            
            (29,101
            )Prepaid
                expenses and other current assets
            
            
            (200,000
            )Other
                long-term assets
            
            
            (2,087
            )Bank
                overdraft
            
            
            28,211Accounts
                payable
            
            
            206,646Accrued
                expenses and other current liabilities
            
            
            220Total adjustments
            
            
            16,870Net
                cash used by operating activities
            
            
            (689,988
            )CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of equipment
            
            
            (38,952
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from issuance of common stock
            
            
            678,800Proceeds
                from issuance of note payable
            
            
            50,140Net
                cash provided by financing activities
            
            
            728,940NET
                INCREASE (DECREASE) IN CASH
            
            
            —CASH,
                BEGINNING OF PERIOD
            
            
            —CASH,
                END OF PERIOD
            
            $
            —SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION:Cash
                paid for interest
            
            $
            —Cash
                paid for income taxes
            
            $
            —





The
      accompanying notes are an integral part of these financial
      statements




-4-


**NATIONAL
      HEALTHCARE TECHNOLOGY, INC.**


**(A
      DEVELOPMENT STAGE ENTERPRISE)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(unaudited)**




1.
            **Organization
                And Basis Of
                Presentation**





A.
            Organization





This
      report includes interim unaudited financial statements of National Healthcare
      Technology, Inc., a Colorado corporation (the "Company") for the three month
      period ended September 30, 2005 and for the period from January 27, 2005
      (Inception) through September 30, 2005.





On
      July
      19, 2005, the Company completed the acquisition of Special Stone Surfaces,
      Es3,
      Inc., a Nevada Corporation ("Es3") pursuant to the terms of an Exchange
      Agreement (the “Exchange Agreement”) by and among the Company, Crown Partners,
      Inc., a Nevada corporation and at such time, the largest stockholder of the
      Company (“Crown Partners”), Es3, and certain stockholders of Es3 (the “Es3
      Stockholders”). Under the terms of the Exchange Agreement, the Company acquired
      all of the outstanding capital stock of Es3 in exchange for the issuance of
      19,414,188 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.





Accordingly
      the financial statements contained in report include the operations of the
      Company in its new line of business. As a result of the transactions
      contemplated by the Exchange Agreement, the Company has 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 CoatingsTM and
      Authentic Stone VeneersTM.





The
      Company has determined that Aronite Industries, Inc., a Nevada corporation
      ("Aronite"), is a predecessor entity because the Company and Aronite are under
      common control, share significant equity ownership interests, and the Company
      operates in substantially the same line of business that Aronite operated in.
      Aronite was formed in June 2002. It ceased operations in January 2005. Audited
      Financial Statements for Aronite for the fiscal years ended December 31, 2004
      and 2003 are included in the Company's 8-K/A filed with the Securities and
      Exchange Commission on January 24, 2006.





In
      addition, the Company changed its accounting year-end from September 30 to
      December 31, which is Es3’s accounting year-end. Operations are conducted from
      leased premises in San Diego, California.





B.
            Basis
                of Presentation





The
      Company's financial statements are prepared using the accrual method of
      accounting in accordance with accounting principles generally accepted in the
      United States of America and have been prepared on a going concern basis, which
      contemplates the realization of assets and the settlement of liabilities in
      the
      normal course of business. The Company has incurred a net loss during the period
      from inception through September 30, 2005 and expects to incur a net loss for
      its fiscal year ending December 31, 2005. In view of these matters, realization
      of the assets of the Company is dependent upon the Company's ability to meet
      its
      financing requirements and the success of its future operations.




-5-




The
      Company intends to raise additional funds to cover the costs of operations
      through public or private offerings of debt or equity securities. However,
      no
      assurances can be made that current or anticipated future sources of funds
      will
      enable the Company to finance future periods' operations. These financial
      statements do not include any adjustments relating to the recoverability and
      classification of recorded assets or liabilities that might be necessary should
      the Company be unable to continue as a going concern.





2.
            **Summary
                of Significant Accounting
                Policies**





A.
            Predecessor
                Entity





The
      financial statements of the Company include the Company’s results from inception
      through September 30, 2005, and do not include the results of Aronite Industries
      Inc. (“Aronite”), which was deemed to be the Company’s predecessor under the
      requirements for the Company’s January 24, 2006, 8-K/A filing. Based on an
      evaluation of SFAS No. 141 "Business Combinations", and FIN 46R, "Consolidation
      of Variable Interest Entities", the Company has determined that Aronite
      activities do not need to be consolidated into the Company's financial
      statements, that no further disclosures on Aronite are required.




B.
            Use
                of Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and the disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates. Estimates and assumptions
      are
      reviewed periodically and the effects of revisions are reflected in the
      financial statements in the period they are determined.





C.
            Cash
                and Cash Equivalents





When
      available, substantially all of the Company's cash and cash equivalents are
      deposited with a single large commercial bank.





D.
            Accounts
                Receivable





Accounts
      receivable are reported at the amount management expects to collect on balances
      outstanding at year-end. There were no accounts receivable balances as of
      September 30, 2005.





E.
            Customer
                Concentrations





For
      the
      period from inception through September 30, 2005, the Company recorded no
      revenues.





F.
            Inventories





Inventories
      are stated at lower of cost or market, with cost determined on a first-in,
      first-out basis.




-6-




G.
            Property
                and Equipment





Property
      and equipment are stated at cost and depreciated or amortized using the
      straight-line method over the assets' estimated useful lives. Leasehold
      improvements are amortized over the shorter of the life of the related asset
      or
      the life of the lease. Costs of maintenance and repairs are charged to expense
      as incurred; significant renewals and betterments are capitalized. Long-lived
      assets are assessed for impairment whenever events or changes in circumstances
      indicate the assets' carrying amount may not be recoverable. The evaluation
      is
      based on an estimate of the future undiscounted net cash flows of the related
      asset or asset grouping over the assets' remaining life. Long-lived assets
      that
      are assessed to be impaired are reduced to their estimated net fair
      value.





H.
            Revenue
                Recognition





Revenue
      is generally recognized when all contractual or transfer obligations have been
      satisfied, the collection of the resulting receivable is probable, and the
      risks
      and rewards of ownership have substantively transferred to customers. This
      condition normally is met when the product has been delivered. The Company
      records estimated reductions to revenue for customer and distributor incentives,
      such as rebates, at the time of the initial sale.





The
      Company intends to enter into sales agreements for standard products and
      services with customer acceptance occurring upon delivery of the product or
      performance of the service. The Company also enters into agreements that contain
      multiple-elements (such as product, installation and service) or non-standard
      terms and conditions. For multiple-element arrangements, the Company will
      recognize revenue for delivered elements when the delivered item has stand-alone
      value to the customer, fair values of undelivered elements are known, customer
      acceptance has occurred, and there are only customary refund or return rights
      related to the delivered elements. For prepaid service contracts, revenue will
      be recognized on a straight-line basis over the term of the contract, unless
      historical evidence indicates the costs are incurred on other than a
      straight-line basis.





I.
            Technology
                License





The
      Company’s principal business activity focuses on the commercialization of
      distributing decorative coatings that can be used to resemble stone, which
      the
      Company licenses from related parties. Minimum annual royalties for these
      arrangements have been accrued on the Company's balance sheet. See Notes 9A,
      9B
      and 9C for additional information on these arrangements.





J.
            Fair
                Value of Financial Instruments





The
      Company's financial instruments consist of accrued expenses. Pursuant to SFAS
      No. 107, "Disclosures About Fair Value of Financial Instruments," the Company
      is
      required to estimate the fair value of all financial instruments at the balance
      sheet date. The Company considers the carrying value of its financial
      instruments in the financial statements to approximate their fair value because
      of their short-term maturities.





K.
            Stock-Based
                Compensation





The
      Company accounts for stock based awards to employees as compensatory in
      accordance with Accounting Principles Board Opinion No. 25, Accounting for
      Stock
      Issued to Employees (“APB 25”). The Company also issues stock based awards for
      services performed by consultants and other non-employees and accounts for
      them
      in accordance with Statement of Financial Accounting Standards No. 123,
      Accounting for Stock-Based Compensation (“SFAS 123”).




-7-




An
      employee of the Company, was granted a warrant to purchase 100,000 shares of
      the
      Company's common stock at an exercise price of $0.70 per share, and vested
      upon
      the grant date.





Financial
      Accounting Standards Board Statement No. 148, Accounting for Stock-Based
      Compensation – Transition
      and
      Disclosure (“SFAS 148”), requires the Company to provide pro forma information
      regarding net income and earnings per share as if compensation cost for all
      awards had been determined in accordance with the fair value based method
      prescribed in SFAS 123 as follows:




Period
                from
              inception
              through
              September
                30,
              2005Net
                income (loss), as reported
            
            $
            (706,858
            )Add:
                Stock-based compensation expense included in net income, no tax
                effect
            
            
            —Deduct:
                Total stock-based compensation expense determined under fair value
                method
                for all awards, no tax effect
            
            
            (8,242
            )Pro
                forma net income (loss)
            
            $
            (715,100
            )





Since
      the
      difference between the reported and pro forma net income (loss) available to
      common shareholders is insignificant, there is no effect on the net earnings
      (loss) per common share.





The
      Company estimates the fair value of each stock option at the grant date by
      using
      the Black-Scholes option-pricing model with the following weighted-average
      assumptions used for grants for the nine months ended September 30, 2005: no
      dividend yield for each year; expected volatility of 0% according to the minimum
      value method; weighted-average risk-free interest rates of 4.22%, and
      weighted-average expected option lives of 3 years.





L.
            Income
                Taxes





The
      Company accounts for its income taxes using the Financial Accounting Standards
      Board Statements of Financial Accounting Standards No. 109, “Accounting for
      Income Taxes,” which requires the establishment of a deferred tax asset or
      liability for the recognition of future deductible or taxable amounts and
      operating loss and tax credit carryforwards. Deferred tax expense or benefit
      is
      recognized as a result of timing differences between the recognition of assets
      and liabilities for book and tax purposes during the year.





Deferred
      tax assets and liabilities are measured using enacted tax rates expected to
      apply to taxable income in the years in which those temporary differences are
      expected to be recovered or settled. Deferred tax assets are recognized for
      deductible temporary differences and operating loss, and tax credit
      carryforwards. A valuation allowance is established to reduce that deferred
      tax
      asset if it is “more likely than not” that the related tax benefits will not be
      realized.




-8-




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





The
      Company adopted the provisions of SFAS No. 128, "Earnings Per Share" ("EPS").
      SFAS No. 128 provides for the calculation of basic and diluted earnings per
      share. Basic EPS includes no dilution and is computed by dividing income or
      loss
      available to common shareholders by the weighted average number of common shares
      outstanding for the period. Diluted EPS reflects the potential dilution of
      securities that could share in the earnings or losses of the entity. For the
      period from inception through September 30, 2005, basic and diluted loss per
      share are the same since the calculation of diluted per share amounts would
      result in an anti-dilutive calculation that is not permitted and therefore
      not
      included. No EPS calculation is shown for the Company’s predecessor entity,
      Aronite.





N.
            Comprehensive
                Loss





Comprehensive
      loss consists of net loss and other gains and losses affecting shareholders’
equity that, under generally accepted accounting principles, are excluded from
      net loss in accordance with Statement of Financial Accounting Standards No.
      130,
“Reporting Comprehensive Income.” The Company, however, does not have any
      components of other comprehensive loss as defined by SFAS No. 130 and therefore,
      for the three months period ended September 30, 2005 and for the period from
      January 27, 2005 (Inception) to September 30, 2005, comprehensive loss is
      equivalent to the Company’s reported net loss. Accordingly, a statement of
      comprehensive loss is not presented.





O.
            Recent
                Accounting Pronouncements





In
      December 2003, the Financial Accounting Standards Board ("FASB") issued FASB
      Interpretation No. ("FIN") 46R, "Consolidation of Variable Interest Entities."
      This statement requires that the assets, liabilities and results of the
      activities of variable interest entities be consolidated into the financial
      statements of the company that has a controlling financial interest. It also
      provides the framework for determining whether an entity should be consolidated
      based on voting interest or significant financial support provided to it. In
      general, for all entities that were previously considered special purpose
      entities, FIN 46R should be applied in periods ending after December 15, 2003.
      Otherwise, FIN 46R is applicable to all public entities for periods ending
      after
      March 15, 2004.





In
      December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-Monetary Assets,
      an amendment of APB Opinion 29, Accounting for Non-Monetary Transactions."
      The
      amendments made by SFAS No. 153 are based on the principle that exchanges of
      non-monetary assets should be measured based on the fair value of the assets
      exchanged. Further, the amendments eliminate the narrow exception for
      non-monetary exchanges of similar productive assets and replace it with a
      broader exception for exchanges of non-monetary assets that do not have
      "commercial substance." The provisions in SFAS No. 153 are effective for
      non-monetary asset exchanges occurring in fiscal periods beginning after June
      15, 2005. Early application is permitted and companies must apply the standard
      prospectively. The Company adopted this statement on January 1, 2005. The
      adoption of the statement should not cause a significant change in the current
      manner in which the Company accounts for its exchanges of non-monetary
      assets.





In
      December 2004, the FASB issued a revision to SFAS 123, “Share-Based Payment, an
      amendment of FASB Statements Nos. 123 and 95,” that addresses the accounting for
      share-based payment transactions in which a Company receives employee services
      in exchange for either equity instruments of the Company or liabilities that
      are
      based on the fair value of the Company's equity instruments or that may be
      settled by the issuance of such equity instruments. This statement would
      eliminate the ability to account for share-based compensation transactions
      using
      the intrinsic method that the Company currently uses and generally would require
      that such transactions be accounted for using a fair-value-based method and
      recognized as expense in the statement of operations. The effective date of
      this
      standard is for periods beginning after June 15, 2005. This standard requires
      expensing the fair value of stock option grants and stock purchases under
      employee stock purchase plan. The Company does not expect the implementation
      of
      this new standard to have a material impact on its financial position, results
      of operations and cash flows.




-9-




In
      March
      2005, the SEC released Staff Accounting Bulletin No. 107, "Share-Based
      Payment"("SAB 107"), which provides interpretive guidance related to the
      interaction between SFAS 123(R) and certain SEC rules and regulations. It also
      provides the SEC staff's views regarding valuation of share-based payment
      arrangements. In April 2005, the SEC amended the compliance dates for SFAS
      123(R), to allow companies to implement the standard at the beginning of their
      next fiscal year, instead of the next reporting period beginning after June
      15,
      2005. The Company does not expect the implementation of SAB 107 to have a
      material impact on its financial position, results of operations and cash
      flows.





3.
            **Going
                Concern**





The
      accompanying financial statements have been prepared in conformity with
      generally accepted accounting principles, which contemplate the continuation
      of
      the Company as a going concern. The Company reported a net loss for the period
      from inception through September 30, 2005, and had a working capital deficiency
      of approximately $56,000. The Company also has deferred payment of certain
      accounts payable.





In
      view
      of the matters described, there is substantial doubt about the Company’s ability
      to continue as a going concern. The recoverability of the recorded assets and
      satisfaction of the liabilities reflected in the accompanying balance sheet
      is
      dependent upon continued operation of the Company, which is in turn dependent
      upon the Company’s ability to meet its cash flow requirements on a continuing
      basis and to succeed in its future operations. There can be no assurance that
      management will be successful in implementing its plans. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.





4.
            **Notes
                Payable**





From
      inception through September 30, 2005, the Company received short-term loans
      from
      Boston Equities Corporation, owner of 55% of the common stock of the Company
      at
      September 30, 2005. At September, 2005, the Company owed $50,140 in principal
      and $220 in accrued interest pursuant to these loans.





5.
            **Other
                Current Assets**





The
      Company paid a deposit on June 27, 2005 of $200,000 as part of the reverse
      merger transaction (see Note 1). Under the terms of the Exchange Agreement,
      the
      deposit is to be paid to Crown Partners, Inc. upon satisfaction of certain
      conditions to closing including the preparation and filing of financial
      statements for Special Stone Surfaces, Es3 that meet the requirements of
      Regulation S-X.





6.
            **Stockholders'
                Equity**





A.
            Common
                Stock





In
      February 2005, the Company issued 8,380,000 shares of common stock to founding
      stockholders for cash at a price of $0.01 per share, including 6,250,000 shares
      to Boston Equities Corporation (a related party).




-10-




In
      April
      2005, the Company issued 910,000 shares of common stock for cash at a price
      of
      $0.50 per share, including 800,000 shares to Boston Equities Corporation (a
      related party) and 110,000 to unrelated investors.





In
      June
      2005, the Company issued 200,000 shares of common stock for cash at a price
      of
      $0.70 per share to an unrelated investor.





In
      June
      2005, the Company issued an aggregate of 8,618,750 shares of common stock in
      connection with the license of certain trademarks from Aronite Industries Inc.
      See Note 9 for a description of this transaction.





B. Stock
      Warrants





In
      February 2005 the Company issued 600,000 common stock purchase warrants at
      an
      exercise price of $0.60 per share to W.B. International, Inc., in exchange
      for
      consulting services. In June 2005 the Company has issued 600,000 common stock
      purchase warrants at an exercise price of $0.70 per share to each of Liquid
      Stone Manufacturing, Inc. and Stone Mountain Finishes, Inc. in connection with
      certain OEM license agreements, described in Note 9. In June 2005 the Company
      issued 100,000 options to purchase common stock to an employee at an exercise
      price of $0.70 per share. A summary of the warrant activity for the period
      from
      inception through September 30, 2005 is as follows:




**Number
                of**
              **Shares**
            
            **Weighted**
              **Average
                Exercise**
              **Price**
            
            **Exercisable**Outstanding
                at January 27, 2005 (inception)
            
            
            —
            
            $
            —
            
            
            —Issued
            
            
            1,900,000
            
            
            0
                .66
            
            
            1,900,000Cancelled,
                forfeited or expired
            
            
            —
            
            
            
            
            
            —Outstanding
                at September 30, 2005
            
            
            1,900,000
            
            $
            0.66
            
            
            1,400,000Weighted
                average fair market value of warrants issued:
            
            
            
            
            $
            1.00





Additional
      information regarding the warrants outstanding as of September 30, 2005 is
      as
      follows:




Outstanding
            
            
            ExercisableExercise
                Price
            
            
            Number
                of
              Warrants
            
            
            Weighted
                Average
              Remaining
                Contractual
              Life
                (Years)
            
            
            Weighted
                Average
              Exercise
                Price
            
            
            Number
              Exercisable
            
            
            Weighted
                Average
              Exercise
                Price$0.70
            
            
            1,300,000
            
            
            5.0
            
            $
            0.70
            
            
            1,300,000
            
            $
            0.70$0.60
            
            
            600,000
            
            
            5.0
            
            $
            0.60
            
            
            100,000
            
            $
            0.60





The
      Company estimates the fair value of each stock warrant at the grant date by
      using the Black-Scholes option-pricing model with the following weighted-average
      assumptions used for grants for the nine months ended September 30, 2005: no
      dividend yield for each year; expected volatility of 0% according to the minimum
      value method; weighted-average risk-free interest rates of 4.22%, and
      weighted-average expected option lives of 3 years.




The
      fair
      value of the non-employee warrants is approximately $99,000, and is being
      amortized over the warrants' expected lives.




-11-




7.
            **Income
                Taxes**





There
      is
      no provision for income taxes in these financial statements because the Company
      has incurred operating losses since inception and no recoverable taxes have
      been
      paid.




8.
            **Commitments
                and Contingencies**





A.
            Legal
                Actions





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.
            OEM
                License Agreements





Future
      minimum annual license payments under the OEM license agreements (see Note
      9)
      for the next five years ending December 31 are as follows:





2006
            
            $
            450,0002007
            
            
            540,0002008
            
            
            648,0002009
            
            
            777,6002010
            
            
            933,120$
            3,348,720





C.
            Operating
                Lease





On
      March
      1, 2005, the Company entered into a lease commitment for office and warehouse
      space in San Diego, California. The terms of the lease provide for monthly
      rental payments of $3,367.46 through January 2006 and increasing to $3,679
      through January 31, 2009.





Future
      minimum rental payments under the facility lease for the years ending December
      31 are as follows:


2006
            
            $
            41,5212007
            
            
            42,7662008
            
            
            44,0492009
            
            
            3,680$
            132,016






-12-




D.
            Indemnities
                and Guarantees





The
      Company has made certain indemnities and guarantees, under which it may be
      required to make payments to a guaranteed or indemnified party in relation
      to
      certain actions or transactions. The Company indemnifies its directors,
      officers, employees and agents, as permitted under the laws of the State of
      Colorado. The duration of the guarantees and indemnities varies, and is
      generally tied to the life of the agreement. These guarantees and indemnities
      do
      not provide for any limitation of the maximum potential future payments the
      Company could be obligated to make. Historically, the Company has not been
      obligated nor incurred any payments for these obligations and, therefore, no
      liabilities have been recorded for these indemnities and guarantees in the
      accompanying balance sheet.





9.
            **Other
                Related Party
                Transactions**





A.
            OEM
                License Agreement - Liquid Stone Manufacturing,
                Inc.





On
      June
      15, 2005, the Company acquired an exclusive license to manufacture, use and
      distribute Liquid StoneTM coatings in North America, Central America and South
      America, under an OEM License Agreement with Liquid Stone Manufacturing, Inc.
      a
      Nevada corporation. Liquid Stone Manufacturing, Inc. is controlled by Boston
      Equities Corporation (the Company’s controlling stockholder) and William
      Courtney, an officer and director of the Company.





Under
      the
      terms of the OEM License Agreement, the Company is required to pay a royalty
      of
      up to 7% of net sales of Liquid StoneTM products, subject to minimum annual
      royalties of $200,000 increasing at a rate of 20% per annum. In addition, the
      Company granted Liquid Stone Manufacturing, Inc. a five year warrant to purchase
      600,000 shares of its common stock at $0.70 per share. The Company has an option
      to buy out the royalty payments in exchange for $2 million if paid before the
      second anniversary of the license, $4 million if paid before the third
      anniversary of the license and $8 million thereafter. Royalties paid during
      the
      term do not apply to the buy out option. Liquid Stone Manufacturing, Inc. has
      the right to demand payment of the buy out option in fully registered stock
      at
      an effective price of $0.75 per share in lieu of cash payment.





As
      of
      September 30, 2005, the Company had accrued approximately $58,000 of royalties
      under this arrangement.





B.
            OEM
                License Agreement - Stone Mountain Finishes,
                Inc.





On
      June
      15, 2005, the Company acquired an exclusive license to manufacture, use and
      distribute Authentic Stone VeneersTM in North America, Central America and South
      America, under an OEM License Agreement with Stone Mountain Finishes, Inc.
      a
      Nevada corporation. Stone Mountain Finishes, Inc. is controlled by Boston
      Equities Corporation (the company’s controlling tockholder and William Courtney,
      an officer and director of the Company.





Under
      the
      terms of the OEM License Agreement, the Company is required to pay a royalty
      of
      up to 7% of net sales of Stone MountainTM products, subject to minimum annual
      royalties of $250,000 increasing at a rate of 20% per annum. In addition, the
      Company granted Stone Mountain Finishes, Inc. a five year warrant to purchase
      600,000 shares of its common stock at $0.70 per share. The Company has an option
      to buy out the royalty payments in exchange for $2 million if paid before the
      second anniversary of the license, $4 million if paid before the third
      anniversary of the license and $8 million thereafter. Royalties paid during
      the
      term do not apply to the buy out option. Stone Mountain Finishes, Inc. has
      the
      right to demand payment of the buy out option in fully registered stock at
      an
      effective price of $0.75 per share in lieu of cash payment.




10.
            **Consultants**





The
      Company paid a consultant $80,000 for business development services for the
      period from inception to September 30, 2005. The consultant continues to work
      with the Company based on an oral agreement on a month-to-month advisory
      basis.




-13-




As
      of
      September 30, 2005, the Company had accrued approximately $72,000 of royalties
      under this arrangement.





C.
            Trademark
                License and Contract Assignment and Assumption Agreement - Aronite
                Industries, Inc.





On
      June
      15, 2005, the Company entered into a Trademark License and Contract Assignment
      and Assumption Agreement with Aronite Industries, Inc., a Nevada
      corporation.  Under the terms of the agreement, the Company acquired an
      exclusive license to use Aronite Industries, Inc.'s trademarks, tradenames
      and
      marketing collateral in North America, Central America and South America. 
The Company also received an assignment from Aronite of a Distribution Agreement
      that it had entered into with a third party for the distribution of stone
      coatings.  Aronite Industries, Inc.  is controlled by Boston Equities
      Corporation (the Company's largest stockholder) and William
      Courtney.





Under
      the
      terms of the Trademark License and Contract Assignment and Assumption Agreement,
      the Company is required to pay a royalty of up to 3% of net sales of products
      sold under the Aronite Industries Inc. trademarks, subject to minimum annual
      royalties of $100,000 increasing at a rate of 20% per annum.  In addition,
      the Company issued to Aronite Industries, Inc. a total of 8,618,750 shares
      of
      the Company's common stock to Aronite Industries, Inc. The equity issuance
      was
      recorded in the Company’s financial statements at $0, or Aronite’s basis in the
      stock. The Company has an option to buy out the royalty payments in exchange
      for
      $1.25 million.  Royalties paid during the term do not apply to the buy out
      option.  Aronite Industries, Inc. has the right to demand payment of the
      buy out option in fully registered stock at an effective price of $0.75 per
      share in lieu of cash payment.





As
      of
      September 30, 2005, the Company had accrued approximately $29,000 of royalties
      under this arrangement.





D.
            Boston
                Equities Corporation Consulting
                Services





The
      Company accrued $35,000 of management and financial consulting fees due to
      Boston Equities Corporation for the period from inception through September
      30,
      2005.




-14-




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. 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. 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 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
      19,414,188 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.





Accordingly
      the financial statements contained in report include the operations of the
      Company in its new line of business. As a result of the transactions
      contemplated by the Exchange Agreement, the Company has 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 CoatingsTM and
      Authentic Stone VeneersTM.





The
      Company has determined that Aronite Industries, Inc., a Nevada corporation
      ("Aronite"), is a predecessor entity because the Company and Aronite are under
      common control, share significant equity ownership interests, and the Company
      operates in substantially the same line of business that Aronite operated in.
      Aronite was formed in June 2002. It ceased operations in January 2005. Audited
      Financial Statements for Aronite for the fiscal years ended December 31, 2004
      and 2003 are included in the Company's 8-K/A filed with the Securities and
      Exchange Commission on January 24, 2006.




-15-




PLAN
      OF
      OPERATIONS





The
      Company plans to market its coatings and veneers to both commercial and
      residential markets. The Company intends to use the public markets to secure
      additional working capital and to make acquisitions using either Common Stock
      or
      cash. A significant component of the Company's intermediate term growth strategy
      is the acquisition and integration of companies in related building materials
      fields. The Company expects to take advantage of synergies among related
      businesses to increase revenues and take advantage of economies of scale to
      reduce operating costs.





The
      Company was formed in January 2005 and began operations in March 2005. It has
      not generated any revenues from operations and has incurred $706,858 in expenses
      from inception through September 30, 2005 in connection with its formation
      and
      initial operations. All of the Company's operations to date have been funded
      by
      the sale of its common stock. As of September 30, 2005, Es3 had a working
      capital deficiency of approximately $56,000.





The
      Company anticipates that it will have to raise additional capital to fund
      operations in the next 12 months. To the extent that the Company is required
      to
      raise additional funds to cover the costs of operations, it intends to do so
      through additional public or private offerings of debt or equity securities.
      There are no commitments or arrangements for other offerings in place and 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.





A
      significant component of the the Company's intermediate term growth strategy
      is
      the acquisition and integration of companies in related building materials
      fields. The Company expects to take advantage of synergies among related
      businesses to increase revenues and take advantage of economies of scale to
      reduce operating costs. The execution of this strategy depends upon the
      development of an active trading market for the Company's common stock. The
      Company intends to make acquisitions with common stock and anticipates that
      the
      sellers of those entities will demand an active market as a condition of the
      transaction.





The
      Company's Es3 subsidiary holds the exclusive rights to manufacture, use and
      distribute Liquid StoneTM coatings in North America, Central America and South
      America, under an OEM License Agreement with Liquid Stone Manufacturing, Inc.
      a
      Nevada corporation and an affiliate of Es3. Liquid StoneTM is a water-based
      polymeric stone coating that can be applied to a variety of surfaces including
      wood, stucco, metal, concrete or asphalt. It is a flexible, durable all weather
      surface coating.





Es3
      also
      holds the excusive rights to manufacture, use and distribute Authentic Stone
      VeneerTM panels in North America, Central America and South America, under an OEM
      License Agreement with Stone Mountain Manufacturing, Inc. a Nevada corporation
      and an affiliate of Es3. Authentic Stone VeneerTM panels can be formulated in
      rough stone or smooth stone finishes. Authentic Stone VeneerTM panels are made
      from proprietary materials and are molded to form the detailed contours and
      profiles of natural stone surfaces. The rough stone veneers are approximately
      1/10 th the
      weight of concrete, while the smooth stone are approximately 1/7 th the
      weight of concrete.





Es3
      will
      conduct research and development on both the Liquid Stone Coatings and Authentic
      Stone Veneer panels over the next 12 months. It also plans to understake product
      testing and certification as it prepares for commercial launch. Es3 currently
      operates out of leased facilities in San Diego, and presently has two full
      time
      employees. Any additional plant or equipment expenditures, and any significant
      increase in employees will be dependent upon the company's capital resources
      and
      the development of channel and market activity for its products.




-16-




**Item
      3. Controls and Procedures.**




Our
      Chief
      Executive Officer and Chief Financial Officer have 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 September 30, 2005 (the
      "Evaluation Date"). During the course of the audit for our year end December
      31,
      2005 we discovered, among other matters, that an error in transfer of common
      stock of the Company resulted in overstatement of the outstanding shares of
      Es3
      prior to the Exchange Agreement of 310,000 shares, and that we under reported
      approximately $278,000 in accounts payable to a related party. 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 10-QSB for the quarter ended September 30, 2005 and Form
      8-K/A filed on January 24, 2006, resulted in the Company recognizing that its
      controls and procedures were not effective as of the year ended December 31,
      2005 nor during the period ended September 30, 2005 and constituted material
      weaknesses which began after the close of the Exchange Agreement on or about
      July 19, 2005. The material weaknesses were primarily the 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 any
      entity achieving its disclosure objectives. Our chief executive officer and
      chief financial officer have concluded that our disclosure controls and
      procedures were not effective as the fiscal year ended December 31, 2005 and
      the
      Company has since implemented disclosure controls and procedures to ensure
      that
      the Company has the proper disclosure controls and procedures to keep this
      from
      happening again. 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, which 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





None.




ITEM
      2.
      UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS





In
      connection with the Exchange, on July 19, 2005, the Company acquired all of
      the
      outstanding capital stock of Es3 in exchange for the Company's issuance to
      Es3
      Stockholders of 18,108,750 shares of the Company's common stock, (iii) issue
      to
      Crown Partners 905,438 shares of common stock, and (iii) issue to the
      Consultants 400,000 shares of common stock. The issuance of the Company's common
      stock to Es3 Stockholders and Crown Partners is intended to be exempt from
      registration under the Securities Act, pursuant to Section 4(2) thereof. The
      Company has agreed to register the common stock being issued to the Consultants
      on a Registration Statement on Form S-8.




ITEM
      3.
      DEFAULTS UPON SENIOR SECURITIES





None




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





None




ITEM
      5.
      OTHER INFORMATION





None




-17-




ITEM
      6.
      EXHIBITS AND REPORTS ON FORM 8-K





a)
            Exhibits
                - None.





b)
            Reports
                on Form 8-K





On
      July
      5, 2005, the Company filed a report on Form 8-K with respect to the entry into
      the Exchange Agreement, the issuance of securities in connection with the
      Exchange Agreement and the Change of Control resulting from the transactions
      under the Exchange Agreement.




On
      July
      25, 2005, the Company filed a report on Form 8-K with respect to the closing
      of
      the transactions contemplated by the Exchange Agreement, the issuance of
      securities in connection with the Exchange Agreement and the Change of Control
      resulting from the transactions under the Exchange Agreement.








-18-







**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:
      February 20, 2007




By: 
      /s/ JON CARLSON


Jon
      Carlson, CEO, CFO






-19-