UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
May 22, 2006
-----------------
Date of Report
(Date of Earliest Event Reported)
NATIONAL HEALTHCARE TECHNOLOGY, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado 0-28911 91-1869677
--------------------------- ---------------- -------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1660 Union Street, Suite 200
San Diego, California 92101
--------------------------
(Address of principal executive offices)
(619) 398-8470
------------------
Registrant's telephone number
21800 Oxnard Street, Suite 440
Woodland Hills, CA 91367
-------------------------------------
Former name and former address
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
In preparing National Healthcare Technology, Inc.'s (the "Company") Form 10-KSB
for the year ended December 31, 2005, filed on May 22, 2006, the Company
discovered errors in the Company's Form 10-QSB for the three months ended
September 30, 2005, filed on February 1, 2006. In preparing our 10KSB we
discovered, among other matters, wrongly reported equity transfers of common
stock and incorrect warrant expense entries. The Company also under reported its
notes payable to related parties on its balance sheet by $278,800.
Based on these errors in the Company's 10QSB for the three months ended November
30, 2005, the Board of Directors of the Company on May 22, 2006, approved
management's recommendation that the Company's financial statements for the
three months ended September 30, 2005 be restated. In light of such restatement,
the financial statements and related footnotes should no longer be relied upon.
As a result of these errors, the Company is amending its financial statements
and footnotes for the three months ended September 30, 2005. The Company will
file such amendments shortly. The amendments restate the balance sheet,
statement of operations, and statement of cash flows, and revise related
footnotes and other disclosures, including management's report on internal
control over financial reporting, which will reflect the Company's material
weakness in internal control over financial reporting.
SIGNATURES
Pursuant to 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 hereunto duly authorized.
National Healthcare Technology, Inc.
By: /s/ Ross Lyndon-James
--------------------------------
Ross Lyndon-James,
Chief Executive Officer
Date: May 25, 2006
Index to Exhibits
Sequentially
Numbered Page Exhibit Description of Document
------------- ------- -----------------------