SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
|_| TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
From the transition period from ___________ to ____________.
Commission File Number 01-28911
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(Exact name of small business issuer as specified in its charter)
Colorado 91-1869677
(State or other jurisdiction of incorporation or organization)(IRS
Employer Identification No.)
20700 Ventura Boulevard, #227, Woodland Hills, California 91364
---------------------------------------------------------------
(Address of principal executive offices)
(818) 277-9494 (Issuer's
telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:
Yes : |X| No: |_|
As of March 31, 2005 there were 78,571 shares of Common Stock of the issuer
outstanding.
NATIONAL HEALTHCARE TECHNOLOGY, INC.
BALANCE SHEET
March 31, 2005
(Unaudited)
Assets $ --
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable:
Trade $ 57,178
Crown Partners', Inc. 127,033
------------
Total current liabilities 184,211
------------
STOCKHOLDERS' DEFICIT:
Preferred stock, $.01 par value, 500,000,000 shares
authorized, no shares issued and outstanding --
Common stock, $.001 par value, 100,000,000 shares
authorized, 78,571 shares issued and outstanding 79
Additional paid in capital 1,245,215
Accumulated deficit (1,429,505)
------------
Total Stockholders' Deficit (184,211)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ --
============
See accompanying notes to financial statements
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Three and Six Months Ended March 31,
(Unaudited)
---------------------------------------------------------------------------------------------------------------
Inception
Three Months Ended Six Months Ended through March
March 31, March 31, 31,
2005 2004 2005 2004 2005
------------ ------------ ------------ ------------ ------------
Revenue $ -- $ -- $ -- $ -- $ 9,578
Expenses:
Development costs -- -- -- -- 1,264,236
General and administrative 8,385 2,892 13,260 13,327 188,348
------------ ------------ ------------ ------------ ------------
8,385 2,892 13,260 13,327 1,452,584
------------ ------------ ------------ ------------ ------------
Net loss before income taxes (8,385) (2,892) (13,260) (13,227) (1,443,007)
Other Income -- -- -- -- 18,302
Income taxes -- -- -- -- (4,800)
------------ ------------ ------------ ------------ ------------
Net loss $ (8,385) $ (2,892) $ (13,260) $ (13,227) $ (1,429,505)
------------ ------------ ------------ ------------ ------------
Basic net loss per common share $ (0.11) $ (0.04) $ (0.17) $ (0.17)
============ ============ ============ ============
Weighted average shares
outstanding 78,571 78,571 78,571 78,571
============ ============ ============ ============
See accompanying notes to financial statements
NATIONAL HEALTHCARE TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended March 31,
(Unaudited)
Six Months Ended Inception through
March 31, March 31,
2005 2004 2005
------------ ------------ ------------
Cash flows from operating activities:
Net loss $ (13,260) $ (13,327) $ (1,429,505)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization -- -- 22,977
Common stock issued for settlement of interest
expense -- -- 12,900
Common stock issued for services -- -- 217,900
Loss on abandoned assets -- -- 111,612
Gain on sale of assets -- -- (500)
Changes in operating assets and liabilities
Accounts payable 13,260 13,327 184,211
------------ ------------ ------------
Net cash used in operating activities -- -- (880,405)
------------ ------------ ------------
Cash flows from investing activities:
Purchase of property and equipment -- -- (87,314)
Proceeds from the sale of equipment -- -- 15,078
------------ ------------ ------------
Net cash provided by (used in) investing
activities -- -- (72,236)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from notes payable -- -- 217,200
Payments on notes payable -- -- (20,000)
Proceeds from the sale of common stock, net -- -- 755,441
------------ ------------ ------------
Net cash provided by financing activities -- -- 952,641
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents -- -- --
Cash at beginning of period -- -- --
------------ ------------ ------------
Cash at end of period $ -- $ -- $-
============ ============ ============
See accompanying notes to financial statements
NATIONAL HEALTHCARE TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1:Presentation
The balance sheet of the Company as of March 31, 2005, the related statements of
operations for the three months and six months ended March 31, 2005 and 2004 and
the statements of cash flows for the six months ended March 31, 2005 and 2004
included in the financial statements have been prepared by the Company without
audit. 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 three months ended March 31, 2005 are not
necessarily indicative of the results of operations for the full year or any
other interim period. The information included in this Form 10-QSB should be
read in conjunction with Management's Discussion and Analysis and Financial
Statements and notes thereto included in the Company's September 30, 2004 Form
10-KSB.
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. 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
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 March 31, 2005
reflects no 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.
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.
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 March 31, 2005, 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 three months ended March 31, 2005, the Company had no revenue and its
expenses were $8,385 resulting in a net loss for the three months of ($8,385)
compared to no revenue and expenses of $2,892 for the three months ended March
31, 2004 and a net loss of ($2,892) for the three months then ended. The net
loss per share for the three month periods ended March 31, 2005 and 2004 was
$(0.11) and $(0.04), respectively.
For the six months ended March 31, 2005, the Company had no revenue and its
expenses were $13,260 resulting in a net loss for the six months of ($13,260)
compared to no revenue and expenses of $13,327 for the six months ended March
31, 2004 and a net loss of ($13,327) for the six months then ended. The net loss
per share for the six month periods ended March 31, 2005 and 2004 was $(0.17)
for each period.
At March 31, 2005, the Company had no assets and liabilities of approximately
$184,000. The Company therefore had negative working capital. A shareholder
continues to advance monies to pay certain of the Company's outstanding
obligations but there can be no guarantees that it will continue to advance such
funds.
The Company anticipates that until a business combination is completed with an
acquisition candidate, it will not generate revenue 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 will 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 Company might seek to compensate providers of services by issuances of stock
in lieu of cash.
DESCRIPTION OF PROPERTIES
The Company presently shares office space with for which it pays $1,500 per
month.
EMPLOYEES
As of March 31, 2005, the Company had no employees.
ITEM 3. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in company reports
filed or submitted under the Securities Exchange Act of 1934 (the "Exchange
Act") is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
company reports filed under the Exchange Act is accumulated and communicated to
management, including the Company's Chief Executive Officer and Chief Financial
Officer (the "Certifying Officers"), as appropriate to allow timely decisions
regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, the Certifying
Officers carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as of March 31,
2005. Their evaluation was carried out with the participation of other members
of the Company's management. Based upon their evaluation, the Certifying
Officers concluded that the Company's disclosure controls and procedures were
effective.
The Company's internal control over financial reporting is a process designed
by, or under the supervision of, the Certifying Officers and effected by the
Company's Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of the Company's financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting principles. Internal
control over financial reporting includes policies and procedures that pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the Company's assets; provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of the Company's financial statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the authorization of the Company's Board
of Directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the Company's assets that could have a material effect on its financial
statements. There has been no change in the Company's internal control over
financial reporting that occurred in the quarter ended March 31, 2005, that has
materially affected, or is reasonably likely to affect, the Company's internal
control over financial reporting.
PART II
Items No. 1, 2, 3, 4, 5 - Not Applicable.
Item No. 6 - Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the three months ended March 31,
2005.
(b) Exhibits
Exhibit Number Name of Exhibit
31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of
the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification of Chief Executive Officer and Chief Financial Officer,
pursuant to 18 United States Code Section 1350, as enacted by Section 906
of the Sarbanes-Oxley Act of 2002.
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.
By /s/ Charles Smith
--------------------------
Charles Smith, CEO and CFO
Date: May 20, 2005