UNITED STATES
                       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

[ ]  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 fiscal year September 30


              (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  June 7,  2006,  34,782,759  shares  of the  issuers  common  equity  were
outstanding.

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


<PAGE>


PART I. FINANCIAL INFORMATION


                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2005
                                   (Unaudited)


ASSETS

CURRENT ASSETS:
Inventories                                                       $      29,101
                                                                  -------------
     Total current assets                                                29,101

Property and equipment--net                                              35,141
Other long-term assets                                                    2,087
                                                                  -------------
     TOTAL ASSETS                                                 $      66,329
                                                                  =============

LIABILITIES AND STOCKHOLDERS DEFICIT

CURRENT LIABILITIES:
Bank overdraft                                                    $      28,211
Accounts payable                                                         92,993
Note payable--related party                                             328,940
Accrued expenses and other current liabilities                          160,525
                                                                  -------------
    Total current liabilities                                           610,669
                                                                  -------------

       Total liabilities                                                610,669

Commitments

                             STOCKHOLDERS' DEFICIT:
Preferred Stock ($.01 par value, 10,000,000 shares authorized,
  none issued and outstanding)                                             --
Common stock ($0.001 par value, 100,000,000 shares authorized;
  19,182,759 shares issued and outstanding)                              19,183
Additional paid-in capital                                              180,817
Accumulated deficit                                                    (744,340)
                                                                  -------------
    Total stockholders' deficit                                        (544,340)
                                                                  -------------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $      66,329
                                                                  =============


    The accompanying notes are an integral part of these financial statements


                                      -2-
<PAGE>

<TABLE>
<CAPTION>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENT 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
                                                                                              (inception)
                                                                      Three Months Ended        through
                                                                         September 30,        September 30,
                                                                             2005                 2005

<S>                                                                       <C>             <C>
REVENUES                                                                  $       --      $       --
COST OF GOODS SOLD                                                                --              --
Gross profit                                                                      --              --

OPERATING EXPENSES:
 Professional fees                                                             209,530         402,044
 Technology license royalties                                                  137,500         160,417
 Depreciation and amortization                                                   3,811           3,811
 Other general and administrative                                              101,915         178,068
                                                                          ------------    ------------
 Total operating expenses                                                      452,756         744,340






NET LOSS                                                                  $   (452,756)   $   (744,340)
                                                                          ============    ============

LOSS PER COMMON SHARE, SHARE, BASIC AND DILUTED                           $      (0.02)   $      (0.06)
                                                                          ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED     18,908,990      12,858,207
                                                                          ============    ============
</TABLE>



    The accompanying notes are an integral part of these financial statements


                                      -3-
<PAGE>


                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED  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 ACTIVITIES
Net (loss)                                           $    (744,340)
Adjustments to reconcile net loss to cash:
Depreciation                                                 3,811

Changes in certain assets and liabilities:
Inventories                                                (29,101)
Other long-term assets                                      (2,087)
Bank overdraft                                              28,211
Accounts payable                                          (107,007)
Accrued expenses and other current liabilities             160,525
                                                     -------------

    Net cash used in operating activities                 (689,988)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment                                      (38,952)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible note - related party             400,000
Proceeds from related party advances                       328,940
                                                     -------------
     Net cash provided by financing activities             728,940

NET 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                           $        --

NON CASH TRANSACTIONS
Net liabilities assumed with recapitalization        $     200,000
Common stock issued for debt                         $     400,000


    The accompanying notes are an integral part of these financial statements


                                      -4-
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED 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  19,182,759  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 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  Coatings(TM)  and
Authentic Stone Veneers(TM).


B.    Basis of Presentation

The consolidated financial statements of the Company for the period from January
27, 2005 (Inception) through September 30, 2005 have been prepared in accordance
with  generally  accepted  accounting  principles.  The  consolidated  financial
statements  include the accounts of the Company and its wholly owned subsidiary,
Es3. All  inter-company  transactions  have been  eliminated.  In the opinion of
management,  the  accompanying  financial  statements  include  all  adjustments
(consisting of normal,  recurring adjustments) necessary to summarize fairly the
Company's  financial  position  and  results  of  operations.   The  results  of
operations for the interim periods are not necessarily indicative of the results
of operations for the full year or any other interim period.



2. Summary of Significant Accounting Policies

A.    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.


B.    Inventories

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

C.    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

                                      -5-
<PAGE>

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.


D.    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.

E.     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.


F. 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. 123R,
Accounting for Stock-Based Compensation ("SFAS 123R").

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  123R.  Net  income and
earnings per share for the period ended  September  30, 2005 would not have been
impacted  had  the  compensation  cost  for  these  awards  been  determined  in
accordance with SFAS 123R.

Effective  January  1, 2006,  the  Company  will  adopt SFAS No.  123R using the
"prospective   method"  This  statement   replaced   SFAS-123,   Accounting  for
Stock-Based  Compensation,  supersedes APB Opinion No. 25,  Accounting for Stock
Issued to  Employees,  and amends  SFAS-95,  Statement of Cash Flows.  SFAS-123R
requires companies to apply a fair-value-based  measurement method in accounting
for shared-based  payment transactions with employees and to record compensation
cost for all stock  awards  granted  after the required  effective  date and for
awards  modified,  repurchased  or  cancelled  after  that  date.  The  scope of
SFAS-123R  encompasses a wide range of  share-based  compensation  arrangements,
including share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans.


G.    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 carry  forwards.  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  carry  forwards.  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.


H. 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.

                                      -6-
<PAGE>

I.   Recent Accounting Pronouncements

In June 2005,  the EITF reached  consensus on Issue No.  05-6,  Determining  the
Amortization Period for Leasehold Improvements ("EITF 05-6.") EITF 05-6 provides
guidance on  determining  the  amortization  period for  leasehold  improvements
acquired in a business  combination or acquired  subsequent to lease  inception.
The guidance in EITF 05-6 will be applied  prospectively  and is  effective  for
periods  beginning  after June 29,  2005.  EITF 05-6 is not  expected  to have a
material effect on its consolidated financial position or results of operations.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections."  This  statement  applies to all  voluntary  changes in accounting
principle and requires  retrospective  application to prior  periods'  financial
statements   of  changes  in   accounting   principle,   unless  this  would  be
impracticable.  This statement also makes a distinction  between  "retrospective
application"  of an  accounting  principle  and the  "restatement"  of financial
statements to reflect the  correction of an error.  This  statement is effective
for accounting  changes and corrections of errors made in fiscal years beginning
after December 15, 2005.

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.  Management will implement the provisions of SFAS 123(R) effective January
1, 2006.

In December 2004, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards (SFAS) No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29",  which amends  Opinion 29 by  eliminating
the  exception  for  nonmonetary  exchanges  of  similar  productive  assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial  substance.  A nonmonetary exchange has commercial substance
if the future cash flows of the entity are expected to change significantly as a
result of the exchange.  SFAS No. 151 is effective  for a fiscal year  beginning
after June 15, 2005, and implementation is done  prospectively.  Management does
not expect the  implementation of this new standard to have a material impact on
its financial position, results of operations and cash flows.

In November 2004, the Financial Accounting Standards Board Statement issued SFAS
No. 151,  "Inventory  Costs,  an  amendment  of ARB No. 43,  Chapter  4",  which
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and charges regardless of whether they meet the criterion of "so
abnormal" that was  originally  stated in Accounting  Research  Bulletin No. 43,
chapter 4. In  addition,  SFAS No. 151  requires  that the  allocation  of fixed
production  overheads to conversion costs be based on the normal capacity of the
production  facilities.  SFAS No. 151 is effective for inventory  costs incurred
during fiscal years  beginning  after June 15, 2005.  Management does not expect
the  implementation  of this  new  standard  to have a  material  impact  on its
financial position, results of operations and cash flows

In September  2004, the EITF delayed the effective date for the  recognition and
measurement  guidance  previously  discussed  under EITF Issue No.  03-01,  "The
Meaning  of  Other-Than-Temporary  Impairment  and Its  Application  to  Certain
Investments"  ("EITF  03-01") as included in  paragraphs  10-20 of the  proposed
statement.    The   proposed    statement    will   clarify   the   meaning   of
other-than-temporary  impairment and its  application to investments in debt and
equity securities,  in particular investments within the scope of FASB Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and
investments  accounted  for under the cost  method.  The  Company  is  currently
evaluating the effect of this proposed  statement on its financial  position and
results of operations.

In March 2004,  the FASB approved the consensus  reached on the Emerging  Issues
Task  Force  (EITF)  Issue  No.  03-1,  "The  Meaning  of   Other-Than-Temporary
Impairment and Its  Application to Certain  Investments."  The objective of this
Issue is to provide  guidance for identifying  impaired  investments.  EITF 03-1
also provides new disclosure  requirements for investments that are deemed to be
temporarily  impaired.  In September 2004, the FASB issued a FASB Staff Position
(FSP)  EITF  03-1-1  that  delays  the  effective  date of the  measurement  and
recognition guidance in EITF 03-1 until after further deliberations by the FASB.
The disclosure  requirements  are effective only for annual periods ending after
June 15,  2004.  The Company  has  evaluated  the impact of the  adoption of the
disclosure requirements of EITF 03-1 and does not believe it will have an impact
to the Company's  overall  consolidated  results of  operations or  consolidated
financial  position.  Once the FASB reaches a final decision on the  measurement
and recognition provisions, the Company will evaluate the impact of the adoption
of EITF 03-1.


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

                                      -7-
<PAGE>

from inception through  September 30, 2005 in the amount of $744,340,  and had a
working  capital  deficiency  of  approximately  $544,340.  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. Restatement of Prior Financial Information

Due to material  weaknesses in our  accounting  systems we  improperly  booked a
number  of  transactions.  The  Company  has  determined  this  effect  of these
corrections on its previously  issued financial  statements and has restated the
accompanying financial statements for the period ended September 30, 2005.

<TABLE>
<CAPTION>
                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2005
                                   (Unaudited)


                                                                               As Originally    Restatement
                                                                                 Reported       Adjustments     As Adjusted
                                                                               ------------    ------------    ------------
           ASSETS
      CURRENT ASSETS:

<S>                                                                                  <C>                             <C>
          Inventories                                                                29,101            --            29,101

          Prepaid expenses and other current assets                                 200,270    (A) (200,270)           --
                                                                               ------------    ------------    ------------
              Total current assets
                                                                                    229,371        (200,270)         29,101

          Property and equipment - net                                               35,358            (217)         35,141


          Other long-term assets                                                      2,087            --             2,087
                                                                               ------------    ------------    ------------
TOTAL ASSETS
                                                                                    266,816        (200,487)         66,329
                                                                               ============    ============    ============

LIABILITIES AND STOCKHOLDERS DEFICIT
      CURRENT LIABILITIES:


          Bank overdraft                                                             28,211            --            28,211

          Accounts payable                                                          206,646        (113,653)         92,993

          Advances - related party                                                   50,140    (B)  278,800         328,940

          Accrued Expenses and other current liabilities                                220    (E)  160,305         160,525
                                                                               ------------    ------------    ------------
          Total current liabilities
                                                                                    285,217         325,452         610,669


          Total liabilities                                                         285,217         325,452         610,669

      STOCKHOLDERS' DEFICIT:

          Common stock                                                               19,493            (310)         19,183

          Additional paid-in-capital                                                758,220   (A,B)(577,403)        180,817

          Deferred stock compensation                                               (89,256)         89,256            --

          Accumulated deficit                                                      (706,858)    (C) (37,482)       (744,340)
                                                                               ------------    ------------    ------------

                Total stockholders' deficit                                         (18,401)       (525,939)       (544,340)
                                                                               ------------    ------------    ------------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                         266,816        (200,487)         66,329
                                                                               ============    ============    ============
</TABLE>
        See accompanying notes for explanation of restatement adjustments


                                      -8-
<PAGE>

<TABLE>
<CAPTION>
                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      Three Months Ended September 30, 2005




                                                        As Originally   Restatement
                                                          Reported       Adjustments      As Adjusted
                                                       -------------    -------------    -------------


<S>                                                    <C>              <C>              <C>
REVENUES                                               $        --      $        --      $        --

COST OF GOODS SOLD                                              --               --               --
                                                       -------------    -------------    -------------
Gross profit                                                    --               --               --


OPERATING EXPENSES:

       Selling and marketing                                  25,839          (25,839)            --

       Technology , support and development                  122,157         (122,157)            --

       General and administrative                            240,033         (240,033)            --

       Professional fees                                        --            209,530          209,530


       Technology license royalties                             --            137,500          137,500

       Depreciation and amortization                            --              3,811            3,811

       Other general and administrative                         --            101,915          101,915
                                                       -------------    -------------    -------------
       Total operating expenses
                                                             388,029           64,727          452,756
                                                       -------------    -------------    -------------


OPERATING LOSS                                              (388,029)   (D,E) (64,727)        (452,756)

OTHER INCOME (EXPENSE):

       Other income                                              270             (270)            --

       Interest expense - net                                   (220)             220             --
                                                       -------------    -------------    -------------

       Total other income (expense)                               50              (50)            --
                                                       -------------    -------------    -------------


NET LOSS                                               $    (387,979)   $     (64,777)   $    (452,756)
                                                       =============    =============    =============




LOSS PER COMMON SHARE                                          (0.02)            --              (0.02)



WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING      19,218,999             --         18,908,990
</TABLE>


        See accompanying notes for explanation of restatement adjustments


                                      -9-
<PAGE>
<TABLE>
<CAPTION>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENT OF OPERATIONS
       Period from January 27, 2005 (Inception) through September 30, 2005
                                   (Unaudited)


                                                        As Originally    Restatement
                                                         Reported        Adjustments      As Adjusted
                                                       -------------    -------------    -------------


<S>                                                    <C>              <C>              <C>
REVENUES                                               $        --      $        --      $        --

COST OF GOODS SOLD                                              --               --               --
                                                       -------------    -------------    -------------
Gross profit                                                    --               --               --

OPERATING EXPENSES:

      Selling and marketing                                   33,790          (33,790)            --

      Technology , support and development                   139,464         (139,464)            --

      General and administrative                             533,654         (533,654)            --

      Professional fees                                         --            402,044          402,044


      Technology license royalties                              --            160,417          160,417

      Depreciation and amortization                             --              3,811            3,811

      Other general and administrative                          --            178,068          178,068
                                                       -------------    -------------    -------------
      Total operating expenses                               706,908    (D,E)  37,432          744,340
                                                       -------------    -------------    -------------


OPERATING LOSS                                              (706,908)         (37,432)        (744,340)

OTHER INCOME (EXPENSE):

      Other income                                               270             (270)            --

      Interest expense - net                                    (220)             220             --
                                                       -------------    -------------    -------------

      Total other income (expense)                                50              (50)            --
                                                       -------------    -------------    -------------



NET LOSS                                               $    (706,858)   $     (37,482)   $    (744,340)
                                                       =============    =============    =============


LOSS PER COMMON SHARE                                  $       (0.04)   $        --      $       (0.06)




WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING      16,597,011             --         12,858,207

</TABLE>


        See accompanying notes for explanation of restatement adjustments


                                      -10-
<PAGE>

Restatement Adjustments

A. The Company did not correctly  record the  liabilities  assumed in the revere
merger of $200,000  in the period  ended  September  30,  2005.  The Company has
determined  the effect of the  correction  on its  previously  issued  financial
statements and has restated the accompanying  financial statements for the three
months  ended  September  30,  2005 and for the period  from  January  27,  2005
(inception) through September 30, 2005.

B. The Company  incorrectly  record $278,800 of advances from a related party in
the period ended  September 30, 2005.  The Company has  determined the effect of
the correction on its previously  issued  financial  statements and has restated
the accompanying  financial  statements for the three months ended September 30,
2005 and for the period from January 27, 2005 (inception)  through September 30,
2005.

C. The Company  incorrectly  recorded $98,912 of deferred stock compensation and
related  amortization  expense in conjunction with the issuance of stock options
and warrants in the period ended  September 30, 2005. The Company has determined
the effect of the correction on its previously  issued financial  statements and
has restated the  accompanying  financial  statements for the three months ended
September 30, 2005 and for the period from January 27, 2005 (inception)  through
September 30, 2005.

D. The Company failed to record certain  technology  license royalty expenses of
$1,764 in the period ended  September 30, 2005.  The Company has  determined the
effect of the correction on its previously  issued financial  statements and has
restated  the  accompanying  financial  statements  for the three  months  ended
September 30, 2005 and for the period from January 27, 2005 (inception)  through
September 30, 2005.

E. The Company failed to accrue $45,000 of professional fees in the period ended
September 30, 2005. The Company has determined  this effect of the correction on
its previously  issued  financial  statements and has restated the  accompanying
financial  statements for the three months ended  September 30, 2005 and for the
period from January 27, 2005 (inception) through September 30, 2005.

F. The Company  reclassified  certain operating expenses for financial statement
presentation.  The Company has determined this effect of the reclassification on
its previously  issued  financial  statements and has restated the  accompanying
financial  statements for the three months ended  September 30, 2005 and for the
period from January 27, 2005 (inception) through September 30, 2005.



5. Advances - related party

From  inception  through  September 30, 2005,  the Company  advances from Boston
Equities Corporation ("BEC"),  owner of approximately 25% of the outstanding and
issued common stock of the Company at September 30, 2005. At September 30, 2005,
the advances outstanding were $328,940.


6.   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 BEC  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.

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.

                                      -11-
<PAGE>

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.


B.    Issuance of Warrants


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

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

A summary of the warrant  activity for the period ended September 30, 2005 is as
follows:
<TABLE>
<CAPTION>

     ------------------------------------------------------ --------------------- --------------------
                                                            Number of Shares      Weighted Average
                                                                                  Exercise Price
     ------------------------------------------------------ --------------------- --------------------
<S>                                                         <C>                   <C>
     Outstanding at beginning of the period                                 --                    --
     ------------------------------------------------------ --------------------- --------------------
     Issued                                                            1,800,000                $0.67
     ------------------------------------------------------ --------------------- --------------------
     Cancelled, Forfeited or expired                                        --                    --
     ------------------------------------------------------ --------------------- --------------------
     Outstanding at September30, 2005                                  1,800,000                $0.67
     ------------------------------------------------------ --------------------- --------------------
     Exercisable at September 30, 2005                                 1,800,000                $0.67
     ------------------------------------------------------ --------------------- --------------------
</TABLE>

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

<TABLE>
<CAPTION>

     ---------------- --------------------------------------------- -------------------------------------------------
                             Outstanding Exercisable
     ---------------- --------------------------------------------- -------------------------------------------------
     Exercise Price    Number of Warrants      Weighted Average       Number Exercisable        Weighted Average
                                                   Remaining                                     Exercise Price
                                               Contractual life
                                                    (Years)
     ---------------- ---------------------- ---------------------- ------------------------ ------------------------
<S>       <C>                     <C>                          <C>                <C>                          <C>
          $0.70                   1,200,000                    4.5                1,200,000                    $0.70
     ---------------- ---------------------- ---------------------- ------------------------ ------------------------
          $0.60                     600,000                    4.0                  600,000                    $0.60
     ---------------- ---------------------- ---------------------- ------------------------ ------------------------
</TABLE>


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 nine  months  ended  September  30,  2005:  no
dividend  yield for each year;  expected  volatility  of for the warrant  shares
exercisable  0.1%;  weighted-average  risk-free  interest  rates for the warrant
shares  exercisable at $0.60 and $0.70 were 3.38% and 3.64%,  respectively;  and
weighted-average  expected  option life of 5 years.  The  weighted  average fair
value of the stock warrants  granted during the nine months ended  September 30,
2005 was $0.00.

C.    Employee Options

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

A summary of the option activity from January 27, 2005  (inception) to September
30, 2005 is as follows:
<TABLE>
<CAPTION>

       ---------------------------------------------------- --------------------- --------------------
                                                            Number of Shares      Weighted Average
                                                                                  Exercise Price
       ---------------------------------------------------- --------------------- --------------------
<S>                                                         <C>                   <C>
       Outstanding at beginning of the period                               --                    --
       ---------------------------------------------------- --------------------- --------------------
       Issued                                                            100,000                $0.70
       ---------------------------------------------------- --------------------- --------------------
       Cancelled, Forfeited or expired                                      --                     --
       ---------------------------------------------------- --------------------- --------------------
       Outstanding at September 30, 2005                                 100,000                $0.70
       ---------------------------------------------------- --------------------- --------------------
       Exercisable at September 30, 2005                                   8,333                $0.70
       ---------------------------------------------------- --------------------- --------------------
</TABLE>

Additional  information  regarding the options  outstanding  as of September 30,
2005 is as follows
<TABLE>
<CAPTION>

      --------------- --------------------------------------------- -------------------------------------------------
                             Outstanding Exercisable
      --------------- --------------------------------------------- -------------------------------------------------
      Exercise Price    Number of Options      Weighted Average       Number Exercisable        Weighted Average
                                                   Remaining                                     Exercise Price
                                               Contractual life
                                                    (Years)
      --------------- ---------------------- ---------------------- ------------------------ ------------------------
<S>       <C>                       <C>                        <C>                    <C>                      <C>
          $0.70                     100,000                    9.5                    8,333                    $0.70
      --------------- ---------------------- ---------------------- ------------------------ ------------------------
</TABLE>

                                      -12-
<PAGE>

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 three months ended  September  30, 2005: no
dividend  yield for each year;  expected  volatility  of 0.1%;  weighted-average
risk-free interest rate of 3.64% and weighted-average expected option life of 10
years.  The weighted average fair value of the stock warrants granted during the
period ended September 30, 2005 was $0.00.


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.     Related Party Transactions

The  following  transactions  occurred  between the Company and certain  related
parties:

A. Boston  Equities  Corporation,  William  Courtney,  Ross Lyndon James,  Brian
Harcourt

The following transactions took place between the Company and BEC, a shareholder
holding greater than 10% of the outstanding common stock of the Company, William
Courtney,  a former  shareholder and director of Es3 and a current member on the
Company's  board of  directors,  and Ross Lyndon  James and Brian  Harcourt  who
served as officers and directors in BEC during the year 2005.

On June 15, 2005, the Company acquired an exclusive license to manufacture,  use
and distribute Liquid Stone(TM)  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 BEC
and William Courtney.  Under the terms of the OEM License Agreement, 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.  Minimum annual royalties payable
by the Company to Liquid  Stone  Manufacturing,  Inc.  under the  agreement  are
$200,000. Expenses under the agreement through September 30, 2005 were $58,333.


On June 15, 2005, the Company acquired an exclusive license to manufacture,  use
and distribute Authentic Stone Veneers(TM) 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 BEC and
William  Courtney.  Under the terms of the OEM  License  Agreement,  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.  Minimum  annual fees payable by
the Company to Stone Mountain  Finishes,  Inc. under the agreement are $250,000.
Expenses under the agreement through September 30, 2005 were $72,917.

B.       Boston Equities Corporation, Ross Lyndon James and Brian Harcourt

The following transaction took place between the Company and BEC:

In June 2005, the Company issued 800,000 shares of unregistered  common stock in
exchange for debt arising out of monies advanced to the Company in the amount of
$400,000 by BEC under the terms of a convertible financing agreement.

In 2005 the Company entered into a financial advisory  representation  agreement
with BEC. For the period ended  September  30, 2005 the Company paid BEC $90,000
for the services provided under the agreement.

C.       William Courtney

The following transactions took place between the Company and William Courtney.

On June 15, 2005,  the Company  issued  8,618,750  shares of common stock to the
shareholders of Aronite Industries,  Inc. ("Aronite") as well as agreeing to pay
a royalty in  connection  with the license of certain  trademarks  from Aronite.
Minimum  annual fees payable by the Company to Aromite.  under the agreement are
$200,000.  Expenses under the agreement through September 30, 2005 were $29,167.
BEC holds  approximately  20% of Aronite's  voting stock, and Ross Lyndon James,
Brian Harcourt and William Courtney were directors of Aronite during 2005.

In 2005 the Company  entered into a business  consulting  agreement with William
Courtney.   Through  September  30,  2005  the  Company  paid  William  Courtney
approximately $27,000 for the services provided under the agreement.

                                      -13-
<PAGE>

9.     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.   License Agreements

Future  minimum  annual  license  payments  under the OEM and trademark  license
agreements for the next five years ending December 31 are as follows:

2006        $          650,000
2007                   780,000
2008                   936,000
2009                 1,123,200
2010                 1,347,840
                     ---------
            $        4,837,040
                     =========


C.    Operating Lease

On March 1, 2005,  the Company'  entered into a lease  commitment for office and
warehouse  space in San Diego,  California  which expires  February 1, 2009. The
terms of the lease provide for monthly rental payments of $3,367 through January
2006 and increasing 3% each year beginning February 1, 2007.

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. The
Company also shares an office space with a shareholder  at 9595 Wilshire  Blvd.,
Suite 510, Beverly Hills, CA 90212 without cost to the Company.





                                      -14-
<PAGE>


 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

This report contains  forward looking  statements  within the meaning of Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange  Act of 1934,  as  amended.  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  National  Healthcare  Technology,  Inc.,  a  Colorado
corporation ("Company", "us" or "we") 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 us, 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,  we acquired all of
the outstanding  capital stock of Es3 in exchange for the issuance of 19,414,188
shares of our 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 our operations
in our new line of business. As a result of the transactions contemplated by the
Exchange Agreement, we have 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).


PLAN OF OPERATIONS

We plan to market our coatings and veneers to both  commercial  and  residential
markets.  We intend to use 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  is  the
acquisition and integration of companies in related building  materials  fields.
We expect to take  advantage of synergies  among related  businesses to increase
revenues and take advantage of economies of scale to reduce operating costs.

We have not generated any revenues from operations and have incurred $744,340 in
expenses  from  inception  through  September  30, 2005 in  connection  with our
formation and initial operations. All of our operations to date have been funded
by loans  from a related  party.  As of  September  30,  2005,  we had a working
capital deficiency of approximately $544,340.

We anticipate that we will have to raise  additional  capital to fund operations
in the next 12 months.  To the extent that we are  required to raise  additional
funds to cover the costs of  operations,  we intend 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.

We expect 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 our common stock.  We intend to make  acquisitions  with common stock
and  anticipate  that the sellers of those entities will demand an active market
as a condition of the transaction.

We hold the exclusive  rights to  manufacture,  use and distribute  Liquid Stone
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 ours.  Liquid  Stone" 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.

We also hold the excusive  rights to manufacture,  use and distribute  Authentic
Stone  Veneer(TM)  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 ours.  Authentic  Stone  Veneer"  panels can be
formulated  in rough stone or smooth stone  finishes.  Authentic  Stone  Veneer"
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  1/10th  the  weight  of  concrete,  while  the  smooth  stone are
approximately 1/7th the weight of concrete.

                                      -15-
<PAGE>

We will conduct  research and  development on both the Liquid Stone Coatings and
Authentic Stone Veneer panels over the next 12 months. We also plan to undertake
product  testing and  certification  as it prepares for  commercial  launch.  We
currently  operate out of leased facilities in San Diego, and presently have 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.

 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
the amount of our note payables to related parties in the approximate  amount of
$278,000.  As a result of these errors, as well as others, we decided to restate
our form 10QSB for the quarter  ended  September  30, 2005.  Our  conclusion  to
restate our form 10QSB for the quarter ended  September 30, 2005 has resulted in
affecting  our  assessments  regarding  our  controls,  and that  they  were not
effective as of the period ended in this report.

Limitations on the Effectiveness of Internal Controls

Disclosure controls and procedures, no matter how well designed and implemented,
can provide  only  reasonable  assurance  of  achieving  an entity's  disclosure
objectives.   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 or the Chief Financial Officer, that occurred during
the most recent fiscal quarter that have materially affected,  or are reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.

In May 2006,  we  remediated  the  material  weakness in internal  control  over
financial  reporting  by having our Chief  Executive  Officer in addition to our
Chief Financial Officer review in detail all adjustments affecting the issuances
of our  securities.  We have also  retained  the service of a  certified  public
accountant to assist us in reporting our financial transactions.

PART II - OTHER INFORMATION

 ITEM 1. LEGAL PROCEEDINGS

None.

 ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

During  the  period  covered  by this  report,  we issued  securities  using the
exemptions  available  under the Securities  Act of 1933 including  unregistered
sales made  pursuant to Section 4(2) of the  Securities  Act of 1933:  we issued
8,380,000 shares of common stock to founding  stockholders,  including 6,250,000
shares to Boston Equities Corporation;  we issued 800,000 shares of common stock
in exchange for the cancellation of a $400,000 debt for monies advanced to us by
one of our shareholders,  Boston Equities Corporation; we issued an aggregate of
8,618,750 shares of common stock to shareholders of Aronite Industries,  Inc. in
connection with the license of certain  trademarks  from Aronite;  and we issued
905,438 shares of common stock to Crown Partners under the terms of the Exchange
Agreement.

 ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

 ITEM 5. OTHER INFORMATION

None

                                      -16-
<PAGE>

 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        a) Exhibits - None.


         b) Reports on Form 8-K


On July 5,  2005,  we 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,  we 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.


                                   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: June 8, 2006


By:  /s/ ROSS LYNDON-JAMES
--------------------------
Ross Lyndon-James
Chief Executive Officer


                                      -17-