UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended December 31, 2000

                                       or

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the transition period from N/A to N/A

                          Commission File No. 01-28911

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

            Colorado, USA                        91-1869677
      (State of Incorporation)         (IRS Employer Identification No.)

           21800 Oxnard Street, #440, Woodland Hills, California 91367
                    (Address of principal executive offices)

                    Issuer's Telephone Number, (818) 598-8888

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. []Yes[]No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

       Class                        Outstanding at Dec. 31, 2000
Common Stock, $.001                        7,855,000 shares
     par value                             ----------------
                                       Outstanding Securities

Transitional Small Business Disclosure Format (check one): Yes|_| No |X|
<PAGE>

NATIONAL HEALTHCARE TECHNOLOGY, INC.

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

A financial statement, unaudited and included herein, beginning on page F-1
(Exhibit 99.0), is incorporated herein by this reference.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

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

When used in this Form 10-QSB, the words "anticipate", "estimate", "expect",
"project" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks, uncertainties and
assumptions including the possibility that the Company's proposed plan of
operation will fail to generate projected revenues. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected.

LIQUIDITY AND CAPITAL RESOURCES

The Company is in the development stage and since inception has experienced no
significant change in liquidity or capital resources or stockholders equity
other than the receipt of $1,000,000 from an offering conducted under Rule 504
of Regulation D in 1997. The Company's balance sheet as of December 31, 2000
reflects limited assets and limited liabilities. Further, there exists no
agreements or understandings with regard to loan agreements by or with the
Officers, Directors, principals, affiliates or shareholders of the Company.

During the quarter ended March 31, 2000, the Company received a loan of $20,000
from Stein's Holdings, Inc., a publicly held company in which two of the
Company's directors were also directors. The Company used the loan proceeds to
pay its outstanding bills. The note was due on June 1, 2000 and the interest
rate for the loan is 12% annually. At the discretion of the lender, the Company
may satisfy the note through the issuance of shares of the Company's common
stock. At December 31, 2000, the Company repaid the Loan and accrued interest
through the issuance of 2,280,000 shares of its common stock. The Company is
continuing to search for suitable merger candidates or other businesses to
become involved in so that it can commence operations and generate revenues to
continue paying its bills.
<PAGE>

The Company will attempt to carry out its plan of business and hopes to enter
into a business combination with another entity. The Company cannot predict to
what extent its lack of liquidity and capital resources will hinder its business
plan prior to the consummation of a business combination.

RESULTS OF OPERATIONS

During the period from November 5, 1989 (inception) through December 31, 2000,
the Company engaged in limited operations and attempted to initiate its double
blind study of its drug, Magkelate. The Company received no revenues during this
period. The capital raised was expended for general office and administrative
expenses and the proposed double-blind study of Magkelate, which double-blind
study the Company was unable to start due to lack of capital.

For the quarter ended December 31, 2000, the Company had no revenue and its
expenses were $13,015, resulting in a net loss for the quarter of ($13,015)
compared to no revenue and expenses of $14,612 for the quarter ended December
31, 1999. The net loss per share for the three month periods ended December 31,
2000 and 1999 was nil.

The Company's assets at December 31, 2000 were zero compared to assets of
approximately $2,000 at September 30, 2000. The difference is due to the
Company's payment of accounts receivable. The Company's liabilities at December
31, 2000 were approximately $25,000 compared to liabilities of approximately
$37,000 at September 30, 2000. Part of the difference is attributable to the
cancellation of debt owed Stein's Holdings, Inc. through the issuance of stock
in December, 2000. The liabilities of the Company at December 31, 2000 consist
of its debt for office expenses owed to Stein's Holdings as well as fees to its
attorneys, its auditors and filing service for the cost of filing its required
reports under the Securities Exchange Act of 1934. Its liabilities at September
30, 2000 consisted of the same type of liabilities and its note payable of
approximately $22,800.

Total shareholder equity increased from a deficit of ($34,564) at September 30,
2000 to a deficit of ($24,779) at December 31, 2000.

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

The Company will attempt to carry out its business plan as discussed above. The
Company cannot predict to what extent its lack of liquidity and capital
resources will hinder its business plan prior to the consummation of a business
combination.

NEED FOR ADDITIONAL FINANCING

The Company's existing capital is not be sufficient to meet the Company's cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934, as amended. Once a business
combination is completed, the Company's need for additional financing is likely
to increase substantially.

No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any funds will be
available to the Company to allow it to cover its expenses. The loan of $20,000
that the Company received during the quarter ended March 31, 2000 was used to
pay the Company's expenses, with most of the proceeds being used to pay the
costs of
<PAGE>

registering the Company under the 1934 Act and the Company's compliance with the
reporting requirements of the 1934 Act.

The Company might seek to compensate providers of services by issuances of stock
in lieu of cash.

PART II

Items 1, 2, 3 and 4 - Not Applicable.

Item No. 5 - Other Information

On October 31, 2000, Irving M. Einhorn resigned as a director of the Company and
was replaced by Mehrdad Alborz. Mr. Alborz is an attorney in Los Angeles,
California and is a board member of Stein's Holdings, Inc.

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

(a) No reports on Form 8-K were filed during the three months ended December 31,
2000.

(b) Exhibits

99 Financial Statements for the periods ended December 31, 2000 and 1999
27 Financial Data Schedule

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        NATIONAL HEALTHCARE TECHNOLOGY, INC.

Date: February 14, 2000
                                        By /s/ James Smith
                                        ----------------------------------------
                                        James Smith, CEO


                                        By /s/Toni A. Hussain
                                        ----------------------------------------
                                        Toni A. Hussain, Secretary/Treasurer
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2000
<PAGE>

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

INDEPENDENT ACCOUNTANTS' REVIEW REPORT ..............................       1

FINANCIAL STATEMENTS

  Balance Sheets.....................................................       2

  Statements of Operations...........................................       3

  Statement of Stockholders' (Deficit)...............................     4 - 5

  Statements of Cash Flows...........................................     6 - 7

  Notes to Financial Statements......................................     8 - 11

<PAGE>

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors and Stockholders
National Healthcare Technology, Inc.
(A Development Stage Company)
Woodland Hills, California

We have reviewed the accompanying balance sheet of National Healthcare
Technology, Inc. as of December 31, 2000, and related statements of operations,
stockholders' (deficit) and cash flows for the three months ended December 31,
2000 and 1999, and for the period from November 5, 1995 (date of inception) to
December 31, 2000 in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of National Healthcare Technology, Inc.

A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company incurred net losses of $1,270,073 from
inception, needs additional working capital and has abandoned its medical
development programs. These factors raise doubt about its ability to continue as
a going concern. The accompanying financial statements do not include any
adjustments to the financial statements that might be necessary should the
Company be unable to continue as a going concern.

We have audited, in accordance with auditing standards generally accepted in the
United States of America, the balance sheet of National Healthcare Technology,
Inc. as of September 30, 2000, and the related statements of operations,
stockholders' (deficit) and cash flows for the year then ended (not presented
herein); and in our report dated October 16, 2000 we expressed an unqualified
opinion on those financial statements, with an additional comment that there
were conditions which raised substantial doubt about the Company's ability to
continue as a going concern. In our opinion, the information set forth in the
accompanying balance sheet as of September 30, 2000, is fairly stated in all
material respects in relation to the balance sheet from which it has been
derived.

Moffitt & Company, P.C.
Scottsdale, Arizona

January 17, 2001
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                 AS OF DECEMBER 31, 2000 AND SEPTEMBER 30, 2000

                                     ASSETS

<TABLE>
<CAPTION>
                                                          December 31,      September 30,
                                                             2000              2000
                                                          (Unaudited)        (Audited)
                                                          -----------       -----------
<S>                                                       <C>               <C>
CURRENT ASSETS
  Cash                                                    $         0       $     2,115
                                                          ===========       ===========

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Bank overdraft                                          $        15       $         0
  Accounts payable                                             23,964            13,679
  Note payable                                                      0            22,200
  Corporation income tax payable                                  800               800
                                                          -----------       -----------

    TOTAL CURRENT LIABILITIES                                  24,779            36,679
                                                          -----------       -----------

STOCKHOLDERS' (DEFICIT)
  Preferred stock, par value $.01 per share
    Authorized 500,000 shares
    -0- shares issued and outstanding                               0                 0
  Common stock, par value $.001 per share
    Authorized 25,000,000 shares
    Issued and outstanding
      December 31, 2000 - 7,855,500 shares                      7,855                 0
      September 30, 2000 - 5,575,500 shares                         0             5,575
    Paid in capital in excess of par value of stock         1,237,439         1,216,919
    Deficit accumulated during the development stage       (1,270,073)       (1,257,058)
                                                          -----------       -----------

      TOTAL STOCKHOLDERS' (DEFICIT)                           (24,779)          (34,564)
                                                          -----------       -----------

      TOTAL LIABILITIES AND STOCKHOLDERS'
        (DEFICIT)                                         $         0       $     2,115
                                                          ===========       ===========
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       2
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 AND
               FOR THE PERIOD NOVEMBER 5, 1995 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      November 5, 1995
                                                                         (Date of
                                           Three Months                  Inception)
                                         Ended December 31,               Through
                                    -----------------------------       December 31,
                                       2000              1999              2000
                                    -----------       -----------     ----------------
<S>                                 <C>               <C>               <C>
INCOME                              $         0       $         0       $     9,578
                                    -----------       -----------       -----------

EXPENSES
    General and Administrative           13,015                 0            73,891
    Development costs                         0            14,612         1,203,360
                                    -----------       -----------       -----------

      TOTAL EXPENSES                     13,015            14,612         1,277,251
                                    -----------       -----------       -----------

NET (LOSS) BEFORE INCOME TAXES          (13,015)          (14,612)       (1,267,673)

INCOME TAXES                                  0                 0             2,400
                                    -----------       -----------       -----------

NET (LOSS)                          $   (13,015)      $   (14,612)      $(1,270,073)
                                    ===========       ===========       ===========

NET (LOSS) PER COMMON SHARE

    Basic and diluted               $      (.00)      $      (.00)
                                    ===========       ===========

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING

    Basic and diluted                 5,575,500         5,575,500
                                    ===========       ===========
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       3
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENT OF STOCKHOLDERS' (DEFICIT)
               FOR THE PERIOD NOVEMBER 5, 1995 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                 Paid in          Deficit
                                                                                                 Capital        Accumulated
                                      Preferred Stock                   Common Stock            in Excess        During the
                                 -------------------------       ------------------------         of Par        Development
                                  Shares           Amount          Shares          Amount     Value of Stock       Stage
                                 ---------       ---------       ---------       ---------    --------------     ---------
<S>                                      <C>     <C>             <C>             <C>             <C>             <C>
BALANCE, NOVEMBER 5, 1995
  (DATE OF INCEPTION)                    0       $       0               0       $       0       $       0       $       0

SHARES ISSUED FOR PATENT
  RIGHTS                                 0               0       1,564,150           1,564               0               0

NET (LOSS) FOR THE PERIOD
  ENDED SEPTEMBER 30, 1996               0               0               0               0               0         (49,807)
                                 ---------       ---------       ---------       ---------       ---------       ---------

BALANCE, SEPTEMBER 30, 1996              0               0       1,564,150           1,564               0         (49,807)

SHARES ISSUED TO RELATED
  PARTY FOR EQUIPMENT                    0               0         685,850             686          54,601               0

SHARES ISSUED TO RELATED
  PARTY FOR SERVICES                     0               0       2,150,000           2,150               0               0

SALE OF COMMON STOCK,
  PURSUANT TO PRIVATE
  OFFERING, NET OF OFFERING
  COSTS OF $25,617                       0               0          61,740              62         272,821               0

CONVERSION OF PROMISSORY
  NOTES AND RELATED ACCRUED
  INTEREST TO COMMON STOCK
  UPON EFFECTIVE DATE OF
  PRIVATE OFFERING                       0               0          37,260              37         187,263               0

SHARES ISSUED TO RELATED
  PARTY FOR VEHICLE, UPON
  EFFECTIVE DATE OF PRIVATE
  OFFERING                               0               0           1,000               1           4,999               0

NET (LOSS) FOR THE YEAR
  ENDED SEPTEMBER 30, 1997               0               0               0               0               0        (300,410)
                                 ---------       ---------       ---------       ---------       ---------       ---------

BALANCE, SEPTEMBER 30, 1997              0               0       4,500,000           4,500         519,684        (350,217)
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       4
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF STOCKHOLDERS' (DEFICIT) (CONTINUED)
               FOR THE PERIOD NOVEMBER 5, 1995 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                       Paid in            Deficit
                                                                                                       Capital          Accumulated
                                    Preferred Stock                       Common Stock                in Excess         During the
                              ----------------------------        -----------------------------         of Par          Development
                                Shares            Amount            Shares             Amount        Value of Stock        Stage
                              -----------       -----------       -----------       -----------      --------------     -----------
<S>                                     <C>     <C>                 <C>             <C>               <C>               <C>
WARRANTS EXERCISED, NET
  OF $17,440 COSTS                      0       $         0         1,000,000       $     1,000       $   481,560       $         0

SHARES ISSUED FOR SERVICES              0                 0            50,000                50           151,950                 0

NET (LOSS) FOR THE YEAR
  ENDED SEPTEMBER 30, 1998              0                 0                 0                 0                 0          (639,269)
                              -----------       -----------       -----------       -----------       -----------       -----------

BALANCE, SEPTEMBER 30, 1998             0                 0         5,550,000             5,550         1,153,194          (989,486)

SHARES ISSUED FOR SERVICES              0                 0            25,500                25            63,725                 0

NET (LOSS) FOR THE YEAR
  ENDED SEPTEMBER 30, 1999              0                 0                 0                 0                 0          (215,474)
                              -----------       -----------       -----------       -----------       -----------       -----------

BALANCE, SEPTEMBER 30, 1999             0                 0         5,575,500             5,575         1,216,919        (1,204,960)

NET (LOSS) FOR THE YEAR
  ENDED SEPTEMBER 30, 2000              0                 0                 0                 0                 0           (52,098)
                              -----------       -----------       -----------       -----------       -----------       -----------

BALANCE, SEPTEMBER 30, 2000             0                 0         5,575,500             5,575         1,216,919        (1,257,058)

CONVERSION OF PROMISSORY
  NOTE AND RELATED ACCRUED
  INTEREST TO COMMON STOCK              0                 0         2,280,000             2,280            20,520                 0

NET (LOSS) FOR THE THREE
  MONTHS ENDED
  DECEMBER 31, 2000                     0                 0                 0                 0                 0           (13,015)
                              -----------       -----------       -----------       -----------       -----------       -----------

BALANCE, DECEMBER 31, 2000              0       $         0         7,855,500       $     7,855       $ 1,237,439       $(1,270,073)
                              ===========       ===========       ===========       ===========       ===========       ===========
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       5
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 AND
               FOR THE PERIOD NOVEMBER 5, 1995 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  November 5, 1995
                                                                                     (Date of
                                                            Three Months            Inception)
                                                          Ended December 31,         Through
                                                      --------------------------    December 31,
                                                          2000           1999           2000
                                                      -----------    -----------  ----------------
<S>                                                   <C>            <C>            <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
    Net (loss)                                        $   (13,015)   $   (14,612)   $(1,270,073)
    Adjustments to reconcile net (loss) to net
      cash (used) by operating activities:
        Depreciation and amortization                           0              0         22,977
        Common stock issued as payment for
          interest expense                                      0              0         12,300
        Common stock issued for services                        0              0        217,900
        Loss on abandoned assets                                0              0        120,387
        Gain on sale of assets                                  0              0           (500)
        Income from sale of abandoned assets                    0              0         (9,578)
    Changes in operating assets and liabilities:
      Prepaid insurance                                         0         (2,000)             0
      Accounts receivable                                       0              0          8,678
      Accounts payable                                     10,285          8,875          6,425
      Corporation income tax payable                            0              0            800
      Accrued payroll and payroll taxes                         0              0          9,664
                                                      -----------    -----------    -----------

      NET CASH (USED) BY
        OPERATING ACTIVITIES                               (2,730)        (7,737)      (881,020)
                                                      -----------    -----------    -----------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
    Purchase of property and equipment                          0              0        (87,314)
    Proceeds from sale of equipment                             0              0          5,500
    Proceeds from sale of abandoned assets                      0              0          9,578
                                                      -----------    -----------    -----------

      NET CASH (USED) BY
        INVESTING ACTIVITIES                                    0              0        (72,236)
                                                      -----------    -----------    -----------
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       6
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
            FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 AND
               FOR THE PERIOD NOVEMBER 5, 1995 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          November 5, 1995
                                                                             (Date of
                                                      Three Months           Inception)
                                                    Ended December 31,       Through
                                                ------------------------     December 31,
                                                  2000           1999           2000
                                                ---------      ---------  ----------------
<S>                                             <C>            <C>           <C>
CASH FLOWS FROM FINANCING
  ACTIVITIES:
    Bank overdraft                              $      15      $       0     $      15
    Proceeds from notes payable                       600              0       217,800
    Repayments on notes payable                         0              0       (20,000)
    Proceeds from issuance of common stock
      and subscriptions                                 0              0       798,500
    Payments on offering costs                          0              0       (43,059)
                                                ---------      ---------     ---------
        NET CASH PROVIDED
          BY FINANCING ACTIVITIES                     615              0       953,256
                                                ---------      ---------     ---------

NET (DECREASE) IN CASH                             (2,115)        (7,737)            0

CASH BALANCE, BEGINNING OF
  PERIOD                                            2,115          9,656             0
                                                ---------      ---------     ---------

CASH BALANCE, END OF PERIOD                     $       0      $   1,919     $       0
                                                =========      =========     =========

SUPPLEMENTARY DISCLOSURE OF
  CASH FLOW INFORMATION
  Cash paid during the year for:

  Interest                                      $       0      $       0     $      55
                                                =========      =========     =========

  Taxes                                         $       0      $       0     $   2,400
                                                =========      =========     =========

NON CASH INVESTING AND
  FINANCING ACTIVITIES

    Common stock issued for notes payable       $  22,800      $       0     $ 197,800
                                                =========      =========     =========

    Common stock issued for patent rights       $       0      $       0     $   1,562
                                                =========      =========     =========

    Common stock issued for equipment           $       0      $       0     $  60,287
                                                =========      =========     =========

    Common stock issued for services and
      directors' fees                           $       0      $       0     $ 215,750
                                                =========      =========     =========
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       7
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000
                                   (UNAUDITED)

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Organization and Nature of Business

            National Healthcare Technology, Inc. was organized on November 5,
            1995, under the laws of the state of Colorado for the purpose of
            developing, manufacturing and marketing an intravenous drug and
            several high technology products for use in the medical industry. In
            1999, the Company abandoned all of its medical development programs
            and is pursuing new areas to develop.

            Accounting Estimates

            Management uses estimates and assumptions in preparing financial
            statements in accordance with generally accepted accounting
            principles. Those estimates and assumptions affect the reported
            amounts of assets and liabilities, the disclosure of contingent
            assets and liabilities, and the reported revenues and expenses.
            Actual results could vary from the estimates that were used.

            Cash and Cash Equivalents

            For purposes of the statement of cash flows, the Company considers
            all highly liquid debt instruments purchased with an original
            maturity of three months or less to be cash equivalents.

            Income Taxes

            Provisions for income taxes are based on taxes payable or refundable
            for the current year and deferred taxes on temporary differences
            between the amount of taxable income and pretax financial income and
            between the tax basis of assets and liabilities and their reported
            amounts in the financial statements. Deferred tax assets and
            liabilities are included in the financial statements at currently
            enacted income tax rates applicable to the period in which the
            deferred tax assets and liabilities are expected to be realized or
            settled as prescribed in FASB Statement No. 109, Accounting for
            Income Taxes. As changes in tax laws or rates are enacted, deferred
            tax assets and liabilities are adjusted through the provision for
            income taxes.

            Net (Loss) Per Share

            The Company adopted Statement of Financial Accounting Standards No.
            128 that requires the reporting of both basic and diluted earnings
            (loss) per share. Basic earnings (loss) per share is computed by
            dividing net income (loss) available to common stockholders by the
            weighted average number of common shares outstanding for the period.
            Diluted earnings per share reflects the potential dilution that
            could occur if securities or other contracts to issue common stock
            were exercised or converted into common stock. In accordance with
            FASB 128, any anti-dilutive effects on net loss per share are
            excluded.

       See Accompanying Notes and Independent Accountants' Review Report.


                                       8
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000
                                   (UNAUDITED)

NOTE 2      NOTE PAYABLE

            On March 20, 2000, the Company received a $20,000 loan from Stein's
            Holdings, Inc. The note is unsecured, bears interest at 12% and was
            due on June 1, 2000.

            The note provided that if the note and accrued interest were not
            paid on June 1, 2000, then the holder of note could elect to receive
            stock of the Company at a price to be mutually agreed upon by both
            parties. On December 31, 2000, Stein's Holdings, Inc. elected to
            convert the note into 2,280,000 shares of common stock.

NOTE 3      INCOME TAXES

<TABLE>
<CAPTION>
                                                                                 2000           1999
                                                                               --------       --------
<S>                                                                            <C>            <C>
            (Loss) from operations before income taxes                         $(13,015)      $(14,612)
                                                                               --------       --------

            The provision for income taxes is estimated as follows:
              Currently payable                                                $      0       $      0
                                                                               --------       --------
              Deferred receivable                                              $      0       $      0
                                                                               --------       --------

            A reconciliation of the provision for income taxes compared
              with the amounts at the federal statutory income tax rate
              was as follows:
                Tax at federal statutory income tax rate                       $      0       $      0
                                                                               --------       --------

            Deferred income tax assets and liabilities reflect the impact
              of temporary differences between amounts of assets and
              liabilities for financial reporting purposes and the basis
              of such assets and liabilities as measured by tax laws. The
              net deferred tax asset is:                                       $      0       $      0
                                                                               --------       --------

            Temporary differences and carryfowards that give use to
              deferred tax assets and liabilities included the following:

<CAPTION>
                                                                                    Deferred Tax
                                                                               -----------------------
                                                                                Assets       Liabilities
                                                                               -----------------------
<S>                                                                            <C>            <C>
                      Net operating loss                                       $501,000       $      0
                      Valuation allowance                                       501,000              0
                                                                               --------       --------

                        Total deferred taxes                                   $      0       $      0
                                                                               ========       ========
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       9
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000
                                   (UNAUDITED)

NOTE 3      INCOME TAXES (CONTINUED)

            As discussed in note 8, there is doubt about the Company's ability
            to continue as a going concern. Consequently, the Company must
            maintain a 100% valuation allowance for the deferred tax asset as
            there is doubt that the Company will generate profits which will be
            absorbed by the tax differences. A reconciliation of the valuation
            allowance is as follows:

                                                2000          1999
                                              --------      --------

            Balance, beginning of period      $496,000      $475,000

            Addition to allowance                5,000         5,385
                                              --------      --------

            Balance, end of period            $501,000      $480,385
                                              ========      ========

NOTE 4      NET OPERATING LOSS CARRYFORWARD

            The Company has the following net operating loss carryforward at
            December 31, 2000:

                                                     Expiration
            Year Ended                Amount            Date
            ------------------      ----------       ----------

            December 31, 2000       $   13,015             2020
            September 30, 2000          52,098             2020
            September 30, 1999         215,474             2019
            September 30, 1998         614,265             2018
            September 30, 1997         279,456             2012
            September 30, 1996          78,959             2011
                                    ----------

                                    $1,253,267
                                    ==========

            Future changes in ownership may limit the ability of the Company to
            utilize these net operating loss carryforwards prior to their
            expiration.

NOTE 5      RENT

            The Company rents its facilities on a month to month basis. The rent
            expense for the three months ended December 31, 2000 and 1999 was
            $4,800 and $4,391, respectively.

NOTE 6      INTEREST

            Interest expense for the three months ended December 31, 2000 and
            1999 was $600 and $0, respectively.

       See Accompanying Notes and Independent Accountants' Review Report.


                                       10
<PAGE>

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000
                                   (UNAUDITED)

NOTE 7      STOCK OPTION PLAN

            The Company adopted the National Healthcare Technology, Inc. 1998
            stock option plan. The board of directors is required to designate a
            committee of not less then three directors to administer the plan.
            The committee has the power to:

            A.    Designate participants
            B.    Determine the number of shares to be covered by options
            C.    Determine the terms and conditions of any options
            D.    Administer the plan

            The maximum number of shares that may be issued under the option
            plan is 5,000,000. In addition, no participant shall be granted more
            than 500,000 shares in any one fiscal year.

            The Company did not grant any options under this plan.

            The option plan terminates on September 30, 2008.

NOTE 8      GOING CONCERN

            These financial statements are presented on the basis that the
            Company is a going concern. Going concern contemplates the
            realization of assets and the satisfaction of liabilities in the
            normal course of business over a reasonable length of time. The
            Company has incurred net losses of $1,270,073 since inception. In
            addition, the Company has abandoned all development activities.
            These factors raise doubt as to the Company's ability to continue as
            a going concern.

            Management's plans to eliminate the going concern situation include
            but are not limited to seeking a merger candidate or sale of the
            Company to another entity.

NOTE 9      PREFERRED STOCK

            No rights or preferences have been assigned to the preferred stock.

NOTE 10     UNAUDITED FINANCIAL INFORMATION

            The accompanying financial information as of December 31, 2000 is
            unaudited. In managements opinion, such information includes all
            normal recurring entries necessary to make the financial information
            not misleading.

       See Accompanying Notes and Independent Accountants' Review Report.


                                       11