UNITED STATES
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, 2006
--------------
[ ] 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 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 6, 2006, 34,782,759 shares of the issuer's common equity are
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Information
F-1
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
F-2
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
C O N T E N T S
Consolidated Balance Sheet F-4
Consolidated Statements of Operations F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7
F-3
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2006
(Unaudited)
ASSETS
Assets $ --
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts Payable $ 113,145
------------
Total Current Liabilities 113,145
Stockholders' Deficit
Preferred Stock, $0.01 par value, 10,000,000 shares --
authorized, none issued and outstanding
Common Stock, $.001 par value, 100,000,000 shares 19,183
authorized, 19,182,759 issued and outstanding
Additional paid in Capital 12,915,157
Deficit accumulated during development stage (13,047,485)
------------
Total Stockholders' Deficit (113,145)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ --
============
The accompanying notes are an integral part of these financial statements.
F-4
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2006, AND FROM JANUARY 27, 2005 (INCEPTION)
TO MARCH 31, 2006 AND 2005
(Unaudited)
Period from Period from
January 27, 2005 January 27, 2005
(inception) (inception)
Three Months Ended through through
March 31, 2006 March 31, 2005 March 31, 2006
REVENUES --
COST OF GOODS SOLD -- -- --
Gross profit -- -- --
OPERATING EXPENSES:
Professional fees $ 12,230,750 $ 16,762 $ 12,696,054
Technology license royalties -- -- 160,417
Depreciation and amortization -- -- 3,811
Other general and administrative 9,135 15,794 187,203
------------ ------------ ------------
Total operating expenses 12,239,885 32,556 13,047,485
NET LOSS $(12,239,885) $ (32,556) $ (13,047,485)
============ ============ =============
LOSS PER COMMON SHARE, SHARE, BASIC AND DILUTED $ (0.64) $ (0.00) $ (0.84)
============ ============ =============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED 19,182,759 8,380,000 15,547,619
The accompanying notes are an integral part of these financial statements.
F-5
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND FROM JANUARY 27, 2005 (INCEPTION)
TO MARCH 31, 2006 AND 2005
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (12,239,885) $ (32,556) $ (13,047,485)
Adjustments to reconcile net loss to cash used by operating activities:
Depreciation and amortization -- -- 3,811
Stock issued for services 12,190,000 -- 12,190,000
Changes in certain assets and liabilities, net of divestiture
Inventory -- -- (29,102)
Other assets -- -- (2,087)
Accounts payable and accrued expenses 49,885 8,702 194,875
------------- ------------- -------------
CASH FLOWS USED IN OPERATING ACTIVITIES -- (23,854) (689,988)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures -- (3,446) (38,952)
------------- ------------- -------------
CASH FLOWS USED IN INVESTING ACTIVITIES -- (3,446) (38,952)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible note - related party -- -- 400,000
Related party advances -- 27,300 328,940
------------- ------------- -------------
CASH FLOWS FROM PROVIDED BYFINANCING
ACTIVITIES -- 27,300 728,940
------------- ------------- -------------
Net increase (decrease) in cash -- -- --
Cash, beginning of the period -- -- --
------------- ------------- -------------
Cash, end of the year $ -- $ -- $ --
============= ============= =============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid -- -- --
Income taxes paid -- -- --
NON CASH TRANSACTIONS
Net liabilities assumed with recapitalization $ -- $ -- $ 200,000
Divestitute of subsidiary to related party $ -- $ -- $ 544,340
Common stock issued for debt $ -- $ -- $ 400,000
The accompanying notes are an integral part of these financial statements.
F-6
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
1. Summary of Significant Accounting Policies
A. Organization and General Description of Business
On July 19, 2005, National Healthcare Technology, Inc., a Colorado corporation
(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 this 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 had 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).
Effective October 1, 2005, the Company sold all of its shares in Es3.
B. Basis of Presentation and Organization
The consolidated financial statements of the Company for the period from January
27, 2005 (Inception) through March 31, 2006 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, through October 1, 2005 (the effective date of disposition). 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
periods ended March 31, 2006 and 2005 are not necessarily indicative of the
results of operations for the full year or any other interim period. Notes to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
ended September 30, 2005 to be reported in Form 10-KSB, have been omitted.
F-7
C. 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.
D. Property and Equipment
Property and equipment have been stated at cost and depreciated or amortized
using the straight-line method over the assets' estimated useful lives.
Leasehold improvements have been amortized over the shorter of the life of the
related asset or the life of the lease. Costs of maintenance and repairs have
been charged to expense as incurred; significant renewals and betterments have
been capitalized. Long-lived assets have been assessed for impairment whenever
events or changes in circumstances have indicated that the assets' carrying
amount may not be recoverable. In the event of impairment, the evaluation has
been 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 have been reduced to their estimated net
fair market value.
E. Stock-Based Compensation
Prior to January 1, 2006 the Company accounted 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 March 31, 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 adopted 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 share-based payment transactions with employees and to record compensation
cost for all stock awards granted after the required effective date and for
F-8
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.
F. 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.
G. 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 March 31, 2006, basic and diluted loss per share
are the same since the calculation of diluted per share amounts would result in
an anti-dilutive calculation.
H. Recent Accounting Pronouncements
In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for
Derivative Instruments and Hedging Activities", and SFAF No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". SFAS No. 155, permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133, establishes a
requirement to evaluate interest in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
qualifying special-purpose entity from holding a derivative financial instrument
F-9
that pertains to a beneficial interest other than another derivative financial
instrument. This statement is effective for all financial instruments acquired
or issued after the beginning of the Company's first fiscal year that begins
after September 15, 2006.
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 has implemented the provisions of SFAS 123(R) effective January
1, 2006.
2. 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 cumulative net loss since
inception of $13,047,485, and had a stockholders' deficit at March 31, 2006 of
$113,145.
In view of the matters described, there is substantial doubt as to the Company's
ability to continue as a going concern without a significant infusion of
capital. The Company acquired all of the outstanding capital stock of Es3 in
July 2005 and subsequently divested its ownership effective October 1, 2005. At
March 31, 2006, the Company had no operations. In view of the matters described,
there is substantial doubt as to the Company's ability to continue as a going
concern without a significant infusion of capital. There can be no assurance
F-10
that management will be successful in implementing its new plans. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
3. Related Party Transactions
The following transactions took place between the Company and Boston Equities
Corporation, a shareholder holding greater than 10% of the outstanding common
stock of the Company. In January 2006 the Company executed a Consulting contract
with Camden Holdings, Inc. ("Camden") under which Camden agreed to provide
business management services and advice as it relates to the future of the
company. In consideration of these services, the Company agreed to pay Camden a
fee of two million five hundred thousand (2,500,000) shares of restricted common
stock. Camden is a related party to Boston Equities Corporation. The market
value of the shares on the date the contact was entered into was $5,750,000. The
shares were issued in April 2006 and the transaction has been reflected in the
financial statements at March 31, 2006 as additional paid in capital.
In January 2006 the Company entered into a consulting contract with Design Inc.
("Design") to provide business management services and advice as it relates to
the Company's future. Under the terms of the agreement, the Company agreed to
pay to Design a fee of two million eight hundred thousand (2,800,000) restricted
shares of the Company's common stock. Design is a related party to Boston
Equities Corporation. The market value of the shares on the date the contact was
entered into was $6,440,000. The shares were issued in April 2006 and the
transaction has been reflected in the financial statements at March 31, 2006 as
additional paid in capital.
4. Subsequent Events
In April 2006, the Company's Board of Director approved a change of direction
for the Company, from the business of manufacturing and distributing decorative
stone veneers and finishes, to the business of oil and gas exploration and
production, mineral lease purchasing and all activities associated with
acquiring, operating and maintaining the assets of such operations. In
furtherance of this change of direction, the Company entered into consulting
agreements with third parties to provide business management services and advice
as it relates to the future of the company. These services shall include the
drafting and preparation of business plans, operating budgets, cash flow
projections and other business management services as the Company ventures into
the oil and gas business. As an initial step into the oil and gas business, in
April 2006, the Company executed an assignment of an oil and gas lease under
which the Company intends to exploit underlying oil and gas reserves. (See
discussion, below.)
A. Related Party Transactions On April 3, 2006, the Company
entered into a consulting agreement with Summitt Oil and Gas, Inc. ("Summit") to
provide business management services and advice as it relates to the future of
the company. Under the terms of the Agreement, the Company shall pay Summitt a
F-11
fee of two hundred and fifty thousand dollars ($250,000) in cash plus one
million eight hundred thousand (1,800,000) restricted of the Company's common
stock. The fee is non-refundable and considered earned when the shares are
delivered. Summit is a related party to Boston Equities Corporation. The shares
of common stock were issued in April 2006.
On April 3, 2006, the Company entered into an employment agreement with Ross
Lyndon James who has been serving as the Company's President without
compensation and written agreement since being appointed to such office by the
Board of Directors of the Company in June 2005. Mr. Lyndon James had also served
without compensation as a director of the Company. Under the terms of the
agreement, Mr. Lyndon James will receive compensation equal to twenty five
thousand dollars ($25,000) per month payable monthly in advance. He was also
granted one million eight hundred thousand (1,800,000) restricted shares of
common stock upon execution of the employment agreement as a signing bonus, as
well as a termination grant of two million (2,000,000) shares of restricted
common stock. All shares have piggy-back registration rights. Additionally, the
Company agreed to grant him a warrant to acquire three hundred thousand
(300,000) restricted shares of the Company' common stock. The exercise price is
to be based on the bid price of the stock on the date of the agreement. The
warrants expire five years after the date of grant. Additionally, Mr. Lyndon
James will be entitled to participate in any stock option program offered by the
Company to its employees.
On April 3, 2006, the Company entered into an employment agreement with Brian
Harcourt who has been serving as an officer of the Company without compensation
and written agreement since being appointed to such office by the Board of
Directors of the Company in June 2005. Mr. Harcourt has also served without
compensation as a director of the Company. Under the terms of the agreement, Mr.
Harcourt will receive compensation equal to twenty five thousand dollars
($25,000) per month payable monthly in advance. He was also granted one million
eight hundred thousand (1,800,000) restricted shares of common stock upon
execution of the employment agreement as a signing bonus, as well as a
termination grant of two million (2,000,000) restricted shares of the common
stock. All shares have piggy back registration rights. Additionally, the Company
agreed to grant him a warrant to acquire three hundred thousand (300,000)
restricted shares of the Company's common stock. The exercise price is to be
based on the bid price of the stock on the date of the agreement. The warrants
expire five years after the date of grant. Additionally, Mr. Harcourt will be
entitled to participate in any stock option program offered by the Company to
its employees.
On April 4, 2006, the Company entered into an assignment of an oil and gas lease
with Summitt. Under the agreement the Company has agreed to pay Summitt
consideration of four hundred thousand dollars ($400,000) payable with seventy
seven thousand (77,000) restricted shares of the Company's common stock. The
shares of stock have not been issued as of June 2, 2006.
April 5, 2006, the Company entered into a consulting agreement with First Credit
Holding Ltd ("First Credit") to provide business management services and advice
as it relates to the Company's future. Under the terms of the agreement, the
F-12
Company agreed to pay First Credit a fee of three million five hundred thousand
(3,500,000) restricted shares of common stock. The fee is non-refundable and
considered earned when the shares are delivered. Brian Harcourt, one of our
directors, is the controlling shareholder of First Credit. The shares of stock
were issued in April 2006.
On April 25, 2006, the Company entered into a Short Term Bridge Financing in the
form of a promissory note to Camden Holdings, Inc. in the amount of three
hundred and fifty thousand dollars ($350,000) to be used as working capital. The
Note is due on August 25, 2006. No interest is payable on the note.
B. Other
On April 5, 2006, the Company retained the services of Monterosa Group Ltd
("Monterosa") for a period of three years for operational administration,
transaction processing and management, systems development, staff recruitment,
acquisition transaction support services, shareholder communications and other
business management services. Under the agreement, the Company agreed to pay a
fee of seven hundred thousand (700,000) shares of the Company's restricted
common stock as compensation in lieu of cash. The fee is non-refundable and
considered earned when the shares are delivered. The shares of stock were issued
in April 2006.
On April 5, 2006, the Company entered into a consulting agreement with BlueFin
LLC ("BlueFin") to provide business development, investor relations services,
introductions to qualified funding sources, introductions to oil and gas
business prospects, and introductions to accredited investors. Under the terms
of the agreement, the Company agreed to pay BlueFin a fee of seven hundred
thousand (700,000) shares of the Company's restricted common stock. The fee is
non-refundable and considered earned when the shares are delivered. The shares
of stock were issued in April 2006.
On April 3, 2006, the Board of Directors of the Company authorized and approved
the adoption of the 2006 Stock Option Plan effective April 3, 2006 (the "Plan").
The Plan is administered by the duly appointed compensation committee. The Plan
is authorized to grant stock options of up to 2,500,000 shares of the Company's
common stock. At the time a stock option is granted under the Plan, the
compensation committee shall fix and determine the exercise price and vesting
schedules at which such shares of common stock of the Company may be acquired.
F-13
Item 2. Management's Discussion and Analysis or Plan of Operation.
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.
Additional risks, uncertainties and assumptions include, but are not limited to,
the factors that we describe in the section entitled "Management's Discussion
and Analysis" in the Form 10-KSB/A for the year ended December 31, 2005. 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 Company completed the acquisition of Es3. Pursuant to the
terms of the Exchange Agreement dated as of June 30, 2005, by and among the
Company, Crown Partners, the largest stockholder of the Company prior to the
Closing, Es3, and certain stockholders of Es3, the Company acquired 17,798,750
shares of the outstanding capital stock of Es3 in exchange for the Company's
issuance to the Es3 Stockholders of 17,798,750 shares of the Company's common
stock. In connection with the Exchange Agreement, the Company also issued 78,751
shares to the former owners of National Healthcare Technology, Inc., 905,438
shares to Crown Partners and 400,000 shares between to two individuals, dba. WB
International, Inc. that provided consulting and advisory services to the
Company (the "Consultants").
As a result of the transactions contemplated by the Exchange Agreement, during
the year 2005, we had one active operating subsidiary, Es3. Es3 was formed on
January 27, 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" and "Authentic Stone Veneers".
From January 27, 2005 (inception) to March 31, 2006, the Company has had $0
revenues, and a net operating loss of $13,047,485.
Plan of Operation
On April 3, 2006, our Board of Directors approved a change of direction for the
Company, from the business of manufacturing and distributing decorative stone
veneers and finishes, to the business of oil and gas exploration and production,
mineral lease purchasing and all activities associated with acquiring, operating
and maintaining the assets of such operations.
-3-
Upon the closing of the Exchange Agreement, we had planned to market our
coatings and veneers to both commercial and residential markets, which we
intended to fund by using 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 was the
acquisition and integration of companies in related building materials fields.
We had expected to take advantage of synergies among related businesses to
increase revenues and take advantage of economies of scale to reduce operating
costs.
In conjunction with our change of direction, in April 2006, we entered into a
consulting agreement with Summitt Oil and Gas, Inc. ("Summitt"), as well as
other third parties, to provide business management services, and advice as it
relates to the future of the company. This service shall include the drafting
and preparation of business plans, operating budgets, cash flow projections and
other business management services as we venture into the oil and gas business.
Additionally, in April 2006 we executed an assignment of an oil and gas lease
under which we acquired the rights to drill and otherwise exploit certain
underlying oil and gas reserves which we acquired for 77,000 restricted shares
of our common stock and an agreement to pay a 3% royalty on the value of the oil
removed or produced and on net proceeds from all gas sold.
We believe that by changing our direction to the oil and gas markets we have
improved our prospects for success due to both the current and expected future
positive market conditions which we expect to exploit initially from the
valuable contacts, industry expertise and business opportunities we expect to
derive from Summitt, an industry experienced consulting resource, and other
third party consultants.
Additionally, we intend to reincorporate the Company to a Nevada corporation
("Reincorporation"). The business purpose of the Reincorporation is to allow us
to avail ourselves to Nevada corporate law. Nevada is a recognized leader in
adopting and implementing comprehensive, flexible corporate laws responsive to
the legal and business needs of corporations organized under its laws. The
Nevada Revised Statutes is an enabling statute that is frequently revised and
updated to accommodate changing business needs.
Additionally, consistent with the change of our direction into the oil and gas
business, we will also change the Company name to a name in line with a company
in the oil and gas business.
We anticipate that we will have to raise additional capital to fund operations
over the next 12 months. To the extent that we are required to raise additional
funds to cover our costs of operations, we intend to do so through additional
public or private offerings of debt or equity securities, including a drilling
fund to raise $5,000,000. There are no commitments or arrangements for other
offerings in place, 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 have also been relying on our
common stock to pay third parties for services which has resulted substantial
dilution to existing investors.
-4-
Estimated Funding Required During the Next Twelve Months:
--------------------------------------- --------------- --- -----------------
Prospect Development & Seismic $1,000,000 to $5,000,000
--------------------------------------- --------------- --- -----------------
Drilling & Development $2,500,000 to $5,000,000
--------------------------------------- --------------- --- -----------------
Offering Costs & Expenses $50,000 to $50,000
--------------------------------------- --------------- --- -----------------
General Corporate Expenses $100,000 to $150,000
--------------------------------------- --------------- --- -----------------
Working Capital $700,000 to $1,000,000
--------------------------------------- --------------- --- -----------------
Total $4,350,000 to $11,200,000
--------------------------------------- --------------- --- -----------------
The minimum expenditures noted above will allow us to commence with exploration
and development of properties and commence drilling operations. In the event
that we are able to raise further funds, we will primarily expend such funds on
further prospect development and seismic studies and then to fund further
drilling operations
Consistent with this change of our business, effective October 1, 2005 we sold
all of the capital stock of Es3 to Liquid Stone Partners. A partner holding a
minority interest in Liquid Stone Partnerships is also a director of the
Company.
We currently have two full-time employees. We will primarily rely on outside
consultants and do not currently foresee any significant changes in the number
of our employees.
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 March 31, 2006, (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
approximately $278,000 in accounts payable to a related party. As a result of
these errors, and others, we restated our form 10-QSB for the quarter ended
September 30, 2005, and will restate the financial statements for the period
ended June 30, 2005, in our Form 8-K/A filed on January 24, 2006. Our conclusion
to restate our form 10QSB for the quarter ended September 30, 2005 and Form
8-K/A filed on January 24, 2006, 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
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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, and to retain the services of a controller.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to any material pending legal proceeding and no such action
by or, to the best of our knowledge, against us have been threatened.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. During the
Quarter ending March 31, 2006, we issued securities using the exceptions
available under the Securities Act of 1933 including unregistered sales made
pursuant to Section 4(2) of the Securities Act of 1933, as follows: in January
2006 the Company agreed to issue 2,500,000 shares of common stock in exchange
for business management services; and in January 2006, the Company agreed to
issue 2,800,000 shares of common stock in exchange for business management
services. These shares of stock were not issued as of March 31, 2006. Item 3.
Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
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10 10.8 Consulting Agreement by and between us and Camden Holdings, Inc.
dated January 8, 2006 (previously filed as an exhibit to the
Company's Form 10-KSB, file no. 001-28911, on May 22, 2006, and
incorporated herein by reference.) .
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10.9 Consulting Agreement by and between us and Design, Inc. dated
January 8, 2006 (previously filed as an exhibit to the Company's
Form 10-KSB, file no. 001-28911, on May 22, 2006, and
incorporated herein by reference.)
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31 31.1 Certification by Ross Lyndon-James, Chief Executive Officer, as
required under Section 302 of Sarbannes-Oxley Act of 2002,
attached hereto.
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31.2 Certification by Brian Harcourt, Chief Financial Officer, as
required under Section 302 of the Sarbannes-Oxley Act of 2002,
attached hereto.
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32 32.1 Certification as required under Section 906 of Sarbannes-Oxley
Act of 2002, attached hereto.
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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 9, 2006
By: /s/ ROSS LYNDON-JAMES
----------------------------------
Ross Lyndon-James
Chief Executive Officer
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