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FORM OF CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATION

I, Charles Smith, certify that:

1. I have reviewed this quarterly  report on Form 10-QSB of National  Healthcare
Technology,  Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. As the registrant's certifying officer, I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and I have:

         (a) designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to me by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
and  procedures as of a date within 90 days of the filing date of this quarterly
report (the "Evaluation Date"); and

         (c)  presented  in this  quarterly  report  our  conclusions  about the
effectiveness  of the disclosure  controls and procedures based on my evaluation
as of the Evaluation Date;

5. As the registrant's  certifying  officer, I have disclosed,  based on my most
recent evaluation,  to the registrant's  auditors and the audit committee of the
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

         (a) all significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize,  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         (b) any fraud,  whether or not material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls.

6. As the registrant's  certifying  officer,  I have indicated in this quarterly
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of my most recent  evaluation,  including any  corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 22, 2004                          /s/  Charles Smith
                                            --------------------------------
                                            Name:  Charles Smith
                                            Title: CFO