UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
Commission File No. 001-28911
NATIONAL HEALTHCARE TECHNOLOGY, INC.
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Colorado 91-1869677
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(STATE OR JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1660 Union Street, Suite 200, San Diego, CA 92101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
619/398-8470
(ISSUER'S TELEPHONE NUMBER)
Securities registered under Section 12(b) of the Exchange Act: None Securities
registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par
value
Check whether the issuer is not required to file reports pursuant to Section 13
or 15 (d) of the Exchange Act. |_|
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 |X| No |_|
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 under the Exchange Act). Yes |X| No |_|
The issuer's revenues for its most recent fiscal year were $0.00
As of May 16, 2006, the aggregate market value of the common stock held by
non-affiliates based on the closing sale price of Common Stock was $15,510,360.
For the purposes of the foregoing calculation only, all directors, executive
officers, related parties and holders of more than 10% of the issued and
outstanding common stock of the registrant have been deemed affiliates.
As of May 16, 2006, the issuer had 34,782,759 shares of common stock
outstanding. Documents incorporated by reference: none Transitional Small
Business Disclosure Format (check one): Yes |_| No |X|
PART I
Item 1. Description of Business
Business Development
On July 19, 2005, National Healthcare Technology, Inc., a Colorado corporation,
(the "Company", "us" or "we") 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"). The transactions effected by the Exchange Agreement have
been accounted for as a reverse merger. As a result of the transactions
contemplated by the Exchange Agreement, we had one active operating subsidiary,
Es3. Es3 was formed on January 27, 2005 and began operations in March 2005.
Effective October 1, 2005, we transferred all of the capital stock of Es3 that
we acquired under the Exchange Agreement to Liquid Stone Partners ("Liquid
Stone") in exchange for Liquid Stone assuming all known and unknown liabilities
of Es3.
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Business of Issuer
During the year 2005, the Company, through its wholly owned subsidiary, Es3, was
is in the business of manufacturing and distributing a range of decorative stone
veneers and finishes based on two technology licenses the company had acquired:
"Liquid Stone" coatings and "Authentic Stone Veneers." Es3 holds the exclusive
rights to manufacture, use and distribute "Liquid Stone" coatings in North
America, Central America and South America, under an OEM License Agreement with
Liquid Stone Manufacturing, Inc. a Nevada corporation, and an affiliate of Es3.
"Liquid Stone" is a water-based polymeric stone coating that can be applied to a
variety of surfaces including wood, stucco, metal, concrete or asphalt. It is a
flexible, durable all weather surface coating. Additionally, Es3 also holds the
excusive rights to manufacture, use and distribute "Authentic Stone Veneer"
panels in North America, Central America and South America, under an OEM License
Agreement with Stone Mountain Manufacturing, Inc. a Nevada corporation, and an
affiliate of Es3. "Authentic Stone Veneer" panels can be formulated in rough
stone or smooth stone finishes. "Authentic Stone Veneer" panels are made from
proprietary materials and are molded to form the detailed contours and profiles
of natural stone surfaces. The rough stone veneers are approximately 1/10th the
weight of concrete, while the smooth stone are approximately 1/7th the weight of
concrete.
Es3 had begun conducting research and development on both the Liquid Stone
Coatings and Authentic Stone Veneer panels and had planned to undertake product
testing and certification as it prepared for commercial launch.
Upon the close of the acquisition of Es3 by the Company on July 19, 2005, we
intended to use the public markets to secure additional working capital and to
make acquisitions using either common stock or cash. A significant component of
the intermediate term growth strategy was the acquisition and integration of
companies in related building materials fields. However, with little or no
investor interest in Es3 and its products we were unable to secure necessary
working capital through the public market to develop a commercially viable
market for our products.
On April 3, 2006, our Board of Director's 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. Pursuant to an agreement
effective retroactively to October 1, 2005, we transferred all of the capital
stock of Es3 that we acquired under the Exchange Agreement to Liquid Stone
Partners ("Liquid Stone") in exchange for Liquid Stone assuming all known and
unknown liabilities of Es3.
In furtherance of this change of direction, we entered into consulting
agreements with third parties to provide business management services and advice
as it relates to our future. These services shall include the drafting and
preparation of business plans, operating budgets, cash flow projections and
other business management services as we move into the oil and gas business. As
an initial step into the oil and gas business, in April 2006, we executed an
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assignment of an oil and gas lease under which we intend to exploit underlying
oil and gas reserves. We currently have two full time employees.
The Company is in the development stage as defined in Statement of Financial
Accounting Standards No. 7.
Item 2. Properties.
On March 1, 2005, the Company entered into a lease commitment for office and
warehouse space in San Diego, California which expires February 1, 2009. The
terms of the lease provide for monthly rental payments of $3,367 through January
2006 and increasing 3% each year beginning February 1, 2007. The lease
obligation was assumed by Liquid Stone in conjunction with the sale of Es3. The
Company currently has an office at 1660 Union Street, Suite 200, San Diego, CA
92101, which it maintains under arrangement with the landlord at no cost. The
Company also shares an office space with a shareholder at 9595 Wilshire Blvd.,
Suite 510, Beverly Hills, CA 90212 at no cost to the Company. As of December 31,
2005, the Company had no future rental commitments.
Item 3. 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 4.
Submission of Matters to a Vote of Security Holders None.
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.
Market information Our common stock is quoted on the over-the-counter market and
quoted on the National Association of Securities Dealers Electronic Bulletin
Board ("OTC Bulletin Board") under the symbol "NHCT". The high and low bid
prices for the common stock, as reported by the National Quotation Bureau, Inc.,
are indicated for the periods described below. Such prices are inter-dealer
prices without retail markups, markdowns or commissions, and may not necessarily
represent actual transactions.
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Fiscal Year Ending December 2004 HIGH LOW
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Quarter Ending March 31, 2004 6.00 2.00
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Quarter Ending June 30, 2004 8.00 3.00
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Quarter Ending September 30, 2004 5.00 1.00
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Quarter Ending December 31, 2004 3.15 1.10
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Fiscal Year Ending December 2005 HIGH LOW
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Quarter Ending March 31, 2005 3.15 2.50
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Quarter Ending June 30, 2005 3.00 1.50
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Quarter Ending September 30, 2005 2.50 2.05
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Quarter Ending December 31, 2005 2.25 1.50
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(All low and high prices quoted adjusted for one for a hundred reverse stock
split effective October 7, 2004.)
Holders
As of December 31, 2005, there were approximately 111 shareholders of record (in
street name) of our common stock.
Dividends
We have not declared nor paid cash dividends or made distributions in the past,
and we do not anticipate that we will pay cash dividends or make distributions
in the foreseeable future. We currently intend to retain and reinvest future
earnings, if any, to finance and expand our operations.
Recent Sales of Unregistered Securities
During the fiscal year ended December 31, 2005, we issued securities using the
exemptions available under the Securities Act of 1933 including unregistered
sales made pursuant to Section 4(2) of the Securities Act of 1933: our
subsidiary, Es3, prior to the reverse merger, issued 8,380,000 shares of common
stock to founding stockholders, including 6,250,000 shares to Boston Equities
Corporation; our subsidiary, Es3, prior to the merger, issued 800,000 shares of
common stock in exchange for the cancellation of a $400,000 debt for monies
advanced to them by one of the Company's shareholders; our subsidiary, Es3,
issued an aggregate of 8,618,750 shares of common stock to shareholders of
Aronite Industries, Inc. in connection with the license of certain trademarks
from Aronite; and we issued 905,438 shares of common stock to Crown Partners
under the terms of the Exchange Agreement.
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Item 6. 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-KSB, 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. 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, d.ba. 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. Accordingly, the
financial statements contained herein reflect the consolidated operations of Es3
and the Company. 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".
For the year ended December 31, 2005, the Company had $0 revenues, and a net
operating loss of $870,600.
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.
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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.
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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.
Estimated Funding Required During the Next Twelve Months:
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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, 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. The Company closed this
transaction on April 4, 2006, and made it effective retroactively to October 1,
2005.
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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.
Risk Factors
Risks related to the Company
Need for additional financing.
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We currently do not have sufficient capital reserves to satisfy our obligations
and continue operations through the end of 2006, and therefore have an immediate
need for capital. While we are exploring various capital raising avenues, there
can be no assurance that we will be able to obtain the sufficient short-term
capital needed to sustain operations. The full and timely development and
implementation of our business plan and growth strategy will require significant
resources. We may not be able to obtain the working capital necessary to
implement our growth strategy. Furthermore, our growth strategy may not produce
material revenue even if successfully funded. Management intends to explore a
number of options to secure alternative sources of capital, including the
issuance of secured debt, volumetric production payments, subordinated debt, or
additional equity, including preferred equity securities or other equity
securities. We might not succeed, however, in raising additional equity capital
or in negotiating and obtaining additional and acceptable financing when we need
it. Our ability to obtain additional capital will also depend on market
conditions, national and global economies and other factors beyond our control.
Even if we are able to obtain the short-term capital necessary to sustain our
operations, if adequate capital is not available or is not available on
acceptable terms at a time when we needed it, our ability to close acquisitions,
execute our growth plans, develop or enhance our services or respond to
competitive pressures will be significantly impaired. There are no assurances
that we will be able to implement or capitalize on various financing
alternatives or otherwise obtain required working capital, the need for which is
substantial given our operating loss history.
We have a limited operating history.
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We are a development stage company with a limited operating history, and we face
all the risks common to companies in their early stages of development,
including undercapitalization and uncertainty of funding sources, high initial
expenditure levels and uncertain revenue streams, an unproven business model,
and difficulties in managing growth. Our prospects must be considered in light
of the risks, expenses, delays and difficulties frequently encountered in
establishing a new business. Any forward-looking statements in this report do
not reflect any adjustments that might result from the outcome of these types of
uncertainty. Since inception, we have incurred significant losses. No assurance
can be given that we will be successful.
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We may incur unforeseen costs and we may need to raise capital in addition to
that required by our business plan.
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We are currently operating at a loss and intend to increase our operating
expenses significantly as we begin our acquisitions and oil and gas production.
Additionally, we may encounter unforeseen costs that could also require us to
seek additional capital. There can be no assurance that we will be able to raise
sufficient additional capital on acceptable terms, if at all. Any additional
financing may result in significant dilution to our existing stockholders.
Maintaining any reserves and revenue we may acquire in the future depends on
successful development and acquisitions. On
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In general, the volume of production from oil and natural gas properties
declines as reserves are depleted, with the rate of decline depending on
reservoir characteristics. Except to the extent we acquire properties containing
proved reserves or conduct successful development activities, or both, our
proved reserves that we may acquire will decline. Our future oil and natural gas
production is, therefore, highly dependent upon our level of success in finding
or acquiring additional reserves.
We are subject to substantial operating risks.
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The oil and natural gas business involves certain operating hazards such as well
blowouts, mechanical failures, explosions, uncontrollable flows of oil, natural
gas or well fluids, fires, formations with abnormal pressures, hurricanes,
pollution, releases of toxic gas and other environmental hazards and risks. We
could suffer substantial losses as a result of any of these events. While we
intend to carry general liability, control of well, and operator's extra expense
coverage typical in our industry, we will not be fully insured against all risks
incident to our business, such as acts of God.
We may not always be the operator of some of our wells. As a result, our
operating risks for those wells and our ability to influence the operations for
these wells will be less subject to our control. Operators of these wells may
act in ways that are not in our best interests.
We are dependent upon third party consultants.
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Our key personnel have experience in the business of renewable energy, but not
in the oil and gas industry. We are therefore highly dependent upon the industry
expertise and business opportunities we expect to derive from Summitt Oil and
Gas, Inc., an industry experienced consulting resource, as well as with other
industry experienced consulting resources. These consultants may act in ways
that are not in our best interests.
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Our operations have significant capital requirements.
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We expect to experience substantial working capital needs as we begin our active
development and acquisition programs. Even if we are able to obtain the
short-term capital necessary to maintain our operations, additional financing
will be required in the future to fund our growth and operations. No assurances
can be given as to the availability or terms of any such additional financing
that may be required or that financing will continue to be available under new
credit facilities. In the event such capital resources are not available to us,
our drilling and other activities would be curtailed.
We may have difficulty managing future growth and the related demands on our
resources and may have difficulty in achieving future growth.
We expect to experience rapid growth through acquisitions and development
activity for the foreseeable future. Any future growth may place a significant
strain on our financial, technical, operational and administrative resources.
Our ability to grow will depend upon a number of factors, including our ability
to identify and acquire new development or acquisition prospects, our ability to
develop existing properties, our ability to continue to retain and attract
skilled personnel, hydrocarbon prices and access to capital. There can be no
assurance that we will be successful in achieving growth or any other aspect of
our business strategy.
We face strong competition from larger oil and natural gas companies.
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Our competitors include major integrated oil and natural gas companies and
numerous independent oil and natural gas companies, individuals and drilling and
income programs. Many of our competitors are large, well-established companies
with substantially larger operating staffs and greater capital resources than
us. We may not be able to successfully conduct our operations, evaluate and
select suitable properties and consummate transactions in this highly
competitive environment. Specifically, these larger competitors may be able to
pay more for development projects and productive oil and natural gas properties
and may be able to define, evaluate, bid for and purchase a greater number of
properties and prospects than our financial or human resources permit. In
addition, such companies may be able to expend greater resources on the existing
and changing technologies that we believe are and will be increasingly important
to attaining success in the industry.
Our acquisition program may be unsuccessful, particularly in light of our recent
formation and limited history of acquisitions.
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Our personnel have had significant acquisition experience outside of the oil and
gas industry. However, we may not be in as good a position as our more
experienced competitors to execute a successful acquisition program or close
additional future transactions. The successful acquisition of producing
properties requires an assessment of recoverable reserves, future oil and
natural gas prices, operating costs, potential environmental and other
liabilities and other factors. Such assessments, even when performed by
experienced personnel, are necessarily inexact and their accuracy inherently
uncertain. Our review of subject properties, which generally includes on-site
inspections and the review of reports filed with various regulatory entities,
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will not reveal all existing or potential problems, deficiencies and
capabilities. We may not always perform inspections on every well, and may not
be able to observe structural and environmental problems even when we undertake
an inspection. Even when problems are identified, the seller may be unwilling or
unable to provide effective contractual protection against all or part of such
problems. There can be no assurances that any acquisition of property interests
by us will be successful and, if unsuccessful, that such failure will not have
an adverse effect on our future results of operations and financial condition.
We cannot market our production without the assistance of third parties.
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The marketability of our production depends upon the proximity of our reserves
to, and the capacity of, facilities and third party services, including oil and
natural gas gathering systems, pipelines, trucking or terminal facilities, and
processing facilities. The unavailability or lack of capacity of such services
and facilities could result in the shut-in of producing wells or the delay or
discontinuance of development plans for properties. A shut-in or delay or
discontinuance could adversely affect our financial condition. In addition,
federal and state regulation of oil and natural gas production and
transportation affect our ability to produce and market our oil and natural gas
on a profitable basis.
Risks Relating to the Oil and Gas Industry
Oil and Gas Drilling, re-completions and re-working are speculative activities
and involve numerous risks and substantial and uncertain costs.
Our growth will be materially dependent upon the success of our future drilling
and development program. Drilling for oil and gas and re-working existing wells
involve numerous risks, including the risk that no commercially productive oil
or natural gas reservoirs will be encountered. The cost of drilling, completing
and operating wells is substantial and uncertain, and drilling operations may be
curtailed, delayed or cancelled as a result of a variety of factors beyond our
control, including unexpected drilling conditions, pressure or irregularities in
formations, equipment failures or accidents, adverse weather conditions,
compliance with governmental requirements and shortages or delays in the
availability of drilling rigs or crews and the delivery of equipment. Although
we believe that our focus on re-developing existing oil and gas field and
advanced drilling technology should increase the probability of success of our
wells and should reduce average finding costs through elimination of prospects
that might otherwise be drilled using other traditional methods, drilling or
reworking remains a speculative activity. Even when fully utilized, lateral
drilling does not predetermine if hydrocarbons will in fact be present in such
structures if they are drilled. Our future drilling activities may not be
successful and, if unsuccessful, such failure will have an adverse effect on our
future results of operations and financial condition. There can be no assurance
that our overall drilling success rate or our drilling success rate for activity
within a particular geographic area will not decline. Although we may discuss
drilling prospects that we have identified or budgeted for, we may ultimately
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not lease or drill these prospects within the expected time frame, or at all. We
may identify and develop prospects through a number of methods, some of which do
not include horizontal drilling. The drilling and results for these prospects
may be particularly uncertain. Our drilling schedule may vary from our capital
budget. The final determination with respect to the drilling of any scheduled or
budgeted wells will be dependent on a number of factors, including, but not
limited to: (i) the results of previous development efforts and the acquisition,
review and analysis of data; (ii) the availability of sufficient capital
resources to us and the other participants for the drilling of the prospects;
(iii) the approval of the prospects by other participants after additional data
has been compiled; (iv) economic and industry conditions at the time of
drilling, including prevailing and anticipated prices for oil and natural gas
and the availability of drilling rigs and crews; (v) our financial resources and
results; (vi) the availability of leases and permits on reasonable terms for the
prospects; and (vii) the success of our drilling technology. There can be no
assurance that these projects can be successfully developed or that the wells
discussed will, if drilled, encounter reservoirs of commercially productive oil
or natural gas. There are numerous uncertainties in estimating quantities of
proved reserves, including many factors beyond our control.
Reliance on technological development and possible technological obsolescence.
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Our business is dependent upon utilization of changing technology. As a result,
our ability to adapt to evolving technologies, obtain new technology and
maintain technological advantages will be important to our future success. We
believe that our ability to utilize state of the art technologies will give us
an advantage over many of our competitors. This advantage, however, is based in
part upon technologies developed by others, and we may not be able to maintain
this advantage. As new technologies develop, we may be placed at a competitive
disadvantage, and competitive pressures may force us to implement such new
technologies at substantial cost. There can be no assurance that we will be able
to successfully utilize, or expend the financial resources necessary to acquire,
new technology, or that others will not either achieve technological expertise
comparable to or exceeding that of our Company or that others will not implement
new technologies before us. One or more of the technologies we end up adopting
or implementing may, in the future, become obsolete. In such case, our business,
financial condition and results of operations could be materially adversely
affected. If we are unable to utilize the most advanced commercially available
technology, our business, financial condition and results of operations could be
materially and adversely affected.
Oil and natural gas prices are highly volatile in general and low prices
negatively affect our financial results.
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Our revenue, profitability, cash flow, future growth and ability to borrow funds
or obtain additional capital, as well as the carrying value of our properties,
are substantially dependent upon prevailing prices of oil and natural gas. Lower
oil and natural gas prices also may reduce the amount of oil and natural gas
that we can produce economically. Historically, the markets for oil and natural
gas have been volatile, and such markets are likely to continue to be volatile
in the future. Prices for oil and natural gas are subject to wide fluctuation in
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response to relatively minor changes in the supply of and demand for oil and
natural gas, market uncertainty and a variety of additional factors that are
beyond our control. These factors include the level of consumer product demand,
weather conditions, domestic and foreign governmental regulations, the price and
availability of alternative fuels, political conditions, the foreign supply of
oil and natural gas, the price of foreign imports and overall economic
conditions. It is impossible to predict future oil and natural gas price
movements with certainty. Declines in oil and natural gas prices may materially
adversely affect our financial condition, liquidity, ability to finance planned
capital expenditures and results of operations.
Government regulation and liability for environmental matters may adversely
affect our business and results of operations.
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Oil and natural gas operations are subject to extensive federal, state and local
government regulations, which may be changed from time to time. Matters subject
to regulation include discharge permits for drilling operations, drilling bonds,
reports concerning operations, the spacing of wells, unitization and pooling of
properties and taxation. From time to time, regulatory agencies have imposed
price controls and limitations on production by restricting the rate of flow of
oil and natural gas wells below actual production capacity in order to conserve
supplies of oil and natural gas. There are federal, state and local laws and
regulations primarily relating to protection of human health and the environment
applicable to the development, production, handling, storage, transportation and
disposal of oil and natural gas, by-products thereof and other substances and
materials produced or used in connection with oil and natural gas operations. In
addition, we may be liable for environmental damages caused by previous owners
of property we purchase or lease. As a result, we may incur substantial
liabilities to third parties or governmental entities. We are also subject to
changing and extensive tax laws, the effects of which cannot be predicted. The
implementation of new, or the modification of existing, laws or regulations
could have a material adverse effect on us.
Risks Associated with Our Stock
Our stock price has been and may continue to be very volatile.
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Our common stock is thinly traded and the market price has been, and is likely
to continue to be, highly volatile. During the 12 months prior to December 31,
2005, our stock price as traded on the OTC Bulletin Board has ranged from $3.15
to $1.50. The variance in our share price makes it extremely difficult to
forecast with any certainty the stock price at which you may be able to buy or
sell shares of our common stock. The market price for our common stock could be
subject to wide fluctuations due to factors beyond our control, such as: actual
or anticipated variations in our results of operations, naked short selling of
our common stock and stock price manipulation, changes or fluctuations in the
commodity prices of oil and natural gas, general conditions and trends in the
oil and gas industry, general economic, political and market conditions.
-14-
Use of our common stock to pay for third party services could dilute current
investors.
--------------------------------------------------------------------------------
We are highly dependent upon the industry expertise and business opportunities
we expect to derive from industry experienced consulting resources. In the past
we have used our common stock to pay for the services of these third party
consultants. As of May 16, 2006, we have issued 12,000,000 shares of our common
stock to said consultants, unrelated to the Exchange Agreement. Further
issuances in exchange for such services will dilute current investors. Future
sales of our common stock in the public market could adversely affect the price
of our common stock.
Sales of substantial amounts of common stock in the public market that are not
currently freely tradable, or even the potential for these sales, could have an
adverse effect on the market price for the shares of our common stock. These
shares include approximately 28.2 million shares held by founders, investors and
service providers, and 600,000 warrants at May 16, 2006. Unregistered shares may
not be sold except in compliance with Rule 144 promulgated by the SEC, or some
other exemption from registration. Rule 144 does not prohibit the sale of these
shares but does place conditions and restrictions on their resale, which must be
complied with before they can be resold.
Future sales of our common stock in the public market could limit our ability to
raise capital.
--------------------------------------------------------------------------------
Sales of substantial amounts of our common stock pursuant to Rule 144, upon
exercise or conversion of derivative securities or otherwise, or even the
potential of these sales, could also affect our ability to raise capital through
the sale of equity securities.
The Company has never paid cash dividends on its common stock and does not
intend to do so in the foreseeable future.
--------------------------------------------------------------------------------
Present management and directors may control the election of our directors and
all other matters submitted to the stockholders for approval.
Our executive officers and directors, in the aggregate, beneficially own
approximately 23.79% of our outstanding common stock. Boston Equities
Corporation holds 25.90% of our common stock and is our single largest
shareholder. Related parties to Boston Equities currently own or control
approximately 7.1 million shares, or approximately 24.41% of our currently
issued and outstanding common stock. Additionally, Brian Harcourt and Ross
Lyndon James are former directors and officers of Boston Equities Corporation.
As a result, these holders of our outstanding common stock are able to exercise
control over all matters submitted to our stockholders for approval (including
the election and removal of directors and any merger, consolidation or sale of
all or substantially all of our assets). Accordingly, this concentration of
ownership may have the effect of delaying, deferring or preventing a change in
control of the Company, impede a merger, consolidation, takeover or other
business combination involving the Company or discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of the
Company, which in turn could have an adverse effect on the market price of our
common stock.
-15-
"Penny stock" regulations may impose certain restrictions on marketability of
securities.
--------------------------------------------------------------------------------
The SEC adopted regulations, which generally define "penny stock" to be an
equity security that has a market price of less than $5.00 per share. Our common
stock may be subject to rules that impose additional sales practice requirements
on broker-dealers who sell these securities to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000, or annual incomes exceeding $200,000 or $300,000 together with their
spouse). For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of these securities and have
received the purchaser's prior written consent to the transaction.
Additionally, for any transaction, other than exempt transactions, involving a
penny stock, the rules require the delivery, prior to the transaction, of a risk
disclosure document mandated by the SEC relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our common stock and may affect
the ability to sell our common stock in the secondary market.
The market for our Company's securities is limited and may not provide adequate
liquidity.
--------------------------------------------------------------------------------
Our common stock is currently traded on the OTC Bulletin Board ("OTCBB"), a
regulated quotation service that displays real-time quotes, last-sale prices,
and volume information in over-the-counter equity securities. As a result, an
investor may find it more difficult to dispose of, or obtain accurate quotations
as to the price of, our securities than if the securities were traded on the
Nasdaq Stock market, or another national exchange. There are a limited number of
active market makers of our common stock. In order to trade shares of our common
stock you must use one of these market makers unless you trade your shares in a
private transaction. In the twelve months prior to December 31, 2005, the actual
trading volume ranged from a low of no shares of common stock to a high of 3,000
shares of common stock. On most days, this trading volume means there is limited
liquidity in our shares of common stock. Selling our shares is more difficult
because smaller quantities of shares are bought and sold and news media coverage
about us is limited. These factors result in a limited trading market for our
common stock and therefore holders of our Company's stock may be unable to sell
shares purchased should they desire to do so.
Item 7. Financial Statements.
The report of independent auditors and financial statements are set forth in
this report beginning on Page F-1.
-16-
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There were no disagreements with accountants on accounting and financial
disclosure during the relevant period.
Item 8A. 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 December 31, 2005 (the
"Evaluation Date"). During the course of the audit for our year ended December
31, 2005 in May, 2006, our auditor discovered numerous errors in our financial
statements in our financial statements in our quarterly report for the period
ended September 30, 2005 as disclosed in our Form 8-K/A filed on June 14, 2006.
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 10-QSB for the quarter ended September 30, 2005
and Form 8-K/A filed on January 24, 2006, resulted in the Company recognizing
that its controls and procedures were not effective as of the period ended
December 31, 2005 and constituted material weaknesses which began after the
close of the Exchange Agreement on or about July 16, 2005. The material
weaknesses were primarily the result of our having no controller and no
qualified personnel and as a result, transactions were omitted, recorded
incorrectly, or recorded without support.
Limitations on the Effectiveness of Internal Controls
Disclosure controls and procedures are designed to provide reasonable assurance
of any entity achieving its disclosure objectives. Our chief executive officer
and chief financial officer have concluded that our disclosure controls and
procedures were not effective as the fiscal year ended December 31, 2005 and the
Company has since implemented disclosure controls and procedures to ensure that
the Company has the proper disclosure controls and procedures to keep this from
happening again. 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
internal control can occur because of human failures such as simple errors or
mistakes or intentional circumvention of the established process.
In May, 2006, we remediated the material weakness in internal control over
financial reporting by having our Chief Executive Officer and Chief Financial
Officer review in detail all adjustments affecting the issuances of our
securities and we retained an outside consultant to make accounting entries.
-17-
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers of the Company Our current
officers and directors consist of the following persons:
NAME AGE OFFICE SINCE
----------------- --- -------------- -----
Ross Lyndon-James 59 Chairman, CEO 2005
Brian Harcourt 60 Director, CFO 2005
William Courtney 63 Director 2005
The Directors named above will serve until the next annual meeting of our
shareholders. Thereafter, Directors will be elected for one-year terms at the
annual shareholders' meeting. Officers will hold their positions at the pleasure
of the Board of Directors. There is no arrangement or understanding between the
Directors and Officers of the Company and any other person pursuant to which any
Director or Officer was or is to be selected as a Director or Officer of the
Company.
There is no family relationship between or among any Officer and Director.
We have no audit committee. We have a compensation committee that administers
our 2006 Employee Stock Option Plan that we adopted in April 2006.
The following is a brief account of the business experience during at the least
the last five years of the directors and executive officers, indicating their
principal occupations and employment during that period, and the names and
principal businesses of the organizations in which such occupations and
employment were carried out.
Ross Lyndon-James has been a Chairman and the Chief Executive Officer of Es3
since March 2005. From 2002 to the present, Mr. Lyndon-James has served as the
Chairman and Chief Executive Officer of Aronite Industries, Inc. a market
developer for stone veneers and coatings. From 2001 to the present, Mr. Lyndon-
James has served as the Chairman of Renergy Pacific Corporation, an entity
engaged in the identification and development of renewable energy sources. From
1996 to 2001, Mr. Lyndon-James was a director and the Chief Executive Officer of
Fitnessage, Inc., a "dot.com" developer and marketer of fitness assessment
software. Fitnessage entered into an assignment for the benefit of creditors in
2001. From 1997 to the present, Mr. Lyndon-James has been a director and officer
of Boston Equities Corporation, a specialist merchant banking organization. From
1984 to 1990, Mr. Lyndon James was a founder and Chairman and Chief Executive
Officer of Ramtron International Corp., a developer of semiconductor memory
chips.
Brian Harcourt has been a director of Es3 since March 2005. From 2002 to the
present, Mr. Harcourt has served as a financial advisor to Ocean Power
-18-
Technologies, Inc. (LSE: OPT.L), a U.K. based renewable energy company. From
2001 to the present, Mr. Harcourt has served as the Vice Chairman of Renergy
Pacific Corporation, an entity engaged in the identification and development of
renewable energy sources. In 2004, Renergy Pacific Corporation was acquired by
ReEnergy Group PLC, a U.K. entity engaged in the renewable energy business. Mr.
Harcourt has served as Deputy Chairman and Executive Director of ReEnergy Group
PLC from 2004 to the present. From 1997 to 2001, Mr. Harcourt was the Chairman
of Fitnessage, Inc. Fitnessage entered into an assignment for the benefit of
creditors in 2001. From 1997 to the present, Mr. Harcourt has been a director
and officer of Boston Equities Corporation, a specialist merchant banking
organization. From 1992 to 1994 Mr. Harcourt was the Executive Director of
Concord Resources Group, an international finance and resources group. From 1984
to 1991, Mr. Harcourt was a founder and Chairman and Chief Executive Officer of
Ramtron Holdings, Ltd., an Australian developer of semiconductor memory chips,
which merged into Ramtron International, Inc. in 1992. Ramtron International,
Inc. listed its shares of Nasdaq (Nasdaq NM:RMTR) in 1992, and Mr. Harcourt
served as a director of Ramtron International, Inc. from 2002 to 2004.
William D. Courtney has been a director and Senior Vice President of Es3 since
March 2005. Mr. Courtney has extensive experience in the development of
waterproofing membranes and polymeric coatings. From 2002 to 2005 Mr. Courtney
was the President of Aronite Industries, Inc., a market developer for stone
veneers and coatings. From 1993 to 2005, Mr. Courtney was an Executive Director
and Founder of Chemical Developments Pty Ltd., a developer of coatings based in
Australia.
On or about March 1, 2006, in the U.S. Bankruptcy Court for the Southern
District of California, an involuntary petition for bankruptcy under chapter 7
under the United States Bankruptcy Code was filed against Boston Equities
Corporation, our largest shareholder holding approximately 25.90% of our issued
and outstanding common stock. After such filing, Boston Equities Corporation
converted the case from chapter 7 to chapter 11.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than 10% shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To our knowledge, based solely on its review of the copies of such reports
furnished to the company and written representations that no other reports were
required during the fiscal year ended December 31, 2005, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.
-19-
Code of Ethics
Code of Ethics for the Chief Executive Officer and the Principal Financial
Officer
Our Board of Directors has adopted the Code of Ethical and Professional
Standards of National Healthcare Technology, Inc. and Affiliated Entities Code
of Business Conduct and Ethics that applies to its officers and employees
effective on April 14, 2006, a copy of which is filed as an exhibit hereto. We
will provide any person without charge, a copy of our code of ethics, upon
receiving a written request in writing addressed to the Company at the Company's
address, attention: Secretary.
Item 10. Executive Compensation.
During fiscal 2005 none of our officers were paid any compensation by us.
Employment Agreements
On April 3, 2006, we entered into an employment agreement with Ross Lyndon-James
who has been serving as our President without compensation and written agreement
since being appointed to such office by our Board of Directors 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, we agreed to grant him a warrant to acquire three hundred
thousand (300,000) restricted shares of our 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 us
to our employees.
On April 3, 2006, we 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, we agreed to grant him a warrant to
acquire three hundred thousand (300,000) restricted shares of the our common
stock. The exercise price is to be based on the bid price of the stock on the
-20-
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 us to our employees.
Stock Option Plan
The Company adopted an Incentive Stock Option Plan for non-employee directors on
October 1, 1998. We have not awarded any options under this Plan. No director
receives or accrues any compensation for his services as a director, including
committee participation and/or special assignments.
On April 3, 2006, our Board of Directors authorized and approved the adoption of
the 2006 Stock Option Plan effective April 3, 2006 (the "2006 Stock Option
Plan").
The 2006 Stock Option Plan is administered by the duly appointed compensation
committee. Our compensation committed consists of Rosamaria DeSimone, a
consultant to the Company, and Brian Harcourt. The 2006 Stock Option Plan
provides authorization to grant stock options of up to 2,500,000 shares. At the
time a stock option is granted under the Stock Option Plan, the compensation
committee shall fix and determine the exercise price at which shares of common
stock of the Company may be acquired and vesting period thereof.
In the event an optionee ceases to be employed by or to provide services to the
Company for reasons other than cause, retirement, disability or death, any stock
option that is vested and held by such optionee generally may be exercisable
within up to ninety (90) calendar days after the effective date that his
position ceases, and after such 90-day period any unexercised stock option shall
expire. In the event an optionee ceases to be employed by or to provide services
to the Company for reasons of retirement, disability or death, any stock option
that is vested and held by such optionee generally may be exercisable within up
to one-year after the effective date that his position ceases, and after such
one-year period any unexercised stock option shall expire.
No stock options granted under the 2006 Stock Option Plan will be transferable
by the optionee, and each stock option will be exercisable during the lifetime
of the optionee subject to the option period of ten (10) years or limitations
described above. Any stock option held by an optionee at the time of his death
may be exercised by his estate within one (1) year of his death or such longer
period as the compensation committee may determine.
Upon exercise of the options, the optionee will deliver consideration in the
amount of the exercise price multiplied by the number of shares to be issued as
a result of the exercise; provided, however, the compensation committee
reserves, at any and all times, the right, in its sole and absolute discretion,
to establish, decline to approve or terminate any program or procedures for the
exercise of stock options by means of a cashless exercise.
-21-
Compensation of Directors
Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meeting of the
Board of Directors.
We have no written employment agreements with our directors. Ross Lyndon James
and Brian Harcourt, two of our directors, do have employment agreement related
to their positions as our officers.
Item 11. Security Ownership of Certain Beneficial Owners and Management
There were 34,782,759 shares of our common stock issued and outstanding on May
16, 2006. The following tabulates holdings of shares of the Company by each
person who, subject to the above, at the date of this Report, holds of record or
is known by Management to own beneficially more than five percent (5%) of our
common stock and, in addition, by all of our directors and officers individually
and as a group.
---------------------------------------- -------------------- ----------------
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OWNED BENEFICIALLY OF SHARES OWNED
---------------------------------------- -------------------- ----------------
Boston Equities Corporation(3)(6) 9,007,503 25.90%
1660 Union Street
San Diego, CA 90802
---------------------------------------- -------------------- ----------------
William Courtney(*)(6) 575,000 1.65%
1660 Union Street
San Diego, CA 90802
---------------------------------------- -------------------- ----------------
Credit First Holdings Limited(4) 3,500,000 10.06%
Villa Zimmerman, Number 1
Ta'Xbiex Terrace
Ta'Xbiex Malta
Entity # C 37425 Malta
---------------------------------------- -------------------- ----------------
Morley Family Investments, LLC 2,258,750 6.49%
20 Boulder Crescent, 2nd Floor
Colorado Springs, CO 80903
---------------------------------------- -------------------- ----------------
Ross Lyndon-James(*)(1) 2,100,000 6.04%
1660 Union Street
San Diego, CA 90802
---------------------------------------- -------------------- ----------------
Brian Harcourt(*)(2) 2,100,000 6.04%
1660 Union Street
San Diego, CA 90802
---------------------------------------- -------------------- ----------------
Design Inc(3) 2,800,000 8.05%
9595 Wilshire Boulevard Suite 510
Beverly Hills, CA 90212
---------------------------------------- -------------------- ----------------
Camden Holdings Inc(3) 2,500,000 7.19%
9595 Wilshire Boulevard Suite 510
Beverly Hills, CA 90212
---------------------------------------- -------------------- ----------------
Summitt Oil & Gas(3) 1,800,000 5.17%
9595 Wilshire Boulevard Suite 510
Beverly Hills, CA 90212
---------------------------------------- -------------------- ----------------
ALL DIRECTORS AND EXECUTIVE OFFICERS 8,275,000 23.79%
AS A GROUP (THREE PERSONS)(5)
--------------------------------------------------------------------------------
(*) Denotes Officer or Director;
(1) On April 3, 2006, we entered into an employment agreement with Ross Lyndon
James. Under the terms of the agreement, Mr. Lyndon James will be granted
one million eight hundred thousand shares (1,800,000) of common stock upon
execution of this employment agreement as a signing bonus, as well as a
termination grant of two million (2,000,000) shares of the common stock
(which 2,000,000 shares is not included in the above table). All shares
will have piggy back registration rights. Further, he will be granted a
warrant to acquire three hundred thousand (300,000) shares of the
Company's common stock (which shares are included in the above table). The
exercise price will be based upon the bid price of the stock at the date
of this agreement;
(2) On April 3, 2006, we entered into an employment agreement with Brian
Harcourt. Under the terms of the agreement, Mr. Harcourt will be granted
one million eight hundred thousand shares (1,800,000) of common stock upon
execution
-22-
of this employment agreement as a signing bonus, as well as a termination
grant of two million (2,000,000) shares of the common stock (which shares
are not included in the above table). All shares will have piggy back
registration rights. Further, he will be granted a warrant to acquire
three hundred thousand (300,000) shares of the Company's common stock
(which shares are included in the above table). The exercise price will be
based upon the bid price of the stock at the date of this agreement;
(3) Boston Equities Corporation, Design Inc., Camden Holdings Inc., and
Summitt Oil & Gas are related parties;
(4) Credit First Holdings is a related party to Brian Harcourt;
(5) Includes Credit First Holdings;
(6) Does not include 1,200,000 shares vested under warrants held by Liquid
Stone Manufacturing, Inc. and Stone Mountain Finishes, Inc., related
parties to Boston Equities Corporation and William Courtney.
Changes in Control
There are no arrangements known by us, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date
result in a change of control of the Company. Item 12. Certain Relationships and
Related Transactions.
A. William Courtney
Pursuant to the terms of a Stock Purchase Agreement Effective October 1, 2005,
the Company sold all of the issued and common stock of ES3 that we acquired
under the Exchange Agreement to Liquid Stone Partnership and in exchange Liquid
Stone Partnership agreed to assume all known and unknown liabilities of Es3.
William Courtney is a holder of a minority interest in Liquid Stone Partnerships
and is also a director of the Company.
B. Ross Lyndon-James, Brian Harcourt, William Courtney and Boston Equities
Corporation ("BEC")
On June 15, 2005, the Company acquired an exclusive license to manufacture, use
and distribute Liquid Stone(TM) coatings in North America, Central America and
South America, under an OEM License Agreement with Liquid Stone Manufacturing,
Inc. a Nevada corporation. Liquid Stone Manufacturing, Inc. is controlled by BEC
and William Courtney. Additionally, during 2005, Ross Lyndon-James and Brian
Harcourt were officers and directors in BEC. Under the terms of the OEM License
Agreement, we granted Liquid Stone Manufacturing, Inc. a five year warrant to
purchase 600,000 shares of its common stock at $0.70 per share which warrant was
assumed by the Company under the terms of the Exchange Agreement.
On June 15, 2005, the Company acquired an exclusive license to manufacture, use
and distribute Authentic Stone Veneers(TM) in North America, Central America and
South America, under an OEM License Agreement with Stone Mountain Finishes, Inc.
a Nevada corporation. Stone Mountain Finishes, Inc. is controlled by BEC and
William Courtney. Additionally, during 2005, Ross Lyndon James and Brian
Harcourt were officers and directors in BEC. Under the terms of the OEM License
Agreement, we granted Liquid Stone Manufacturing, Inc. a five year warrant to
purchase 600,000 shares of its common stock at $0.70 per share which warrant was
assumed by the Company under the terms of the Exchange Agreement.
On June 15, 2005, the Company issued 8,618,750 shares of common stock to the
shareholders of Aronite Industries, Inc. ("Aronite") as well as agreeing to pay
a royalty in connection with the license of certain trademarks from Aronite. BEC
holds approximately 20% of Aronite's voting stock, and Ross Lyndon-James, Brian
Harcourt and William Courtney were directors of Aronite during 2005.
Additionally, during 2005, Ross Lyndon-James and Brian Harcourt were officers
and directors in BEC.
-23-
C. Ross Lyndon-James, Brian Harcourt, and BEC
In June 2005, the Company issued 800,000 shares of unregistered common stock in
exchange for debt arising out of monies advanced to the Company in the amount of
$400,000 by BEC under the terms of a convertible financing agreement. During the
year 2005, Ross Lyndon James and Brian Harcourt were officers and directors of
BEC.
Item 13. Exhibits and Reports on Form 8-K
Exhibits
------ ------- -----------------------------------------------------------------
2 2.1 Exchange Agreement by and among the Company, Special Stone
Surfaces, Es3, Inc. and certain stockholders of each dated June
30, 2005, without schedules and exhibits, attached hereto.
------ ------- -----------------------------------------------------------------
10 10.8 Consulting Agreement by and between us and Camden Holdings, Inc.
dated January 8, 2006, attached hereto.
------ ------- -----------------------------------------------------------------
10.9 Consulting Agreement by and between us and Design, Inc. dated
January 8, 2006, attached hereto.
------ ------- -----------------------------------------------------------------
10.10 Stock Purchase Agreement between us and
Liquid Stone Partners dated April 4,
2006, attached hereto.
------ ------- -----------------------------------------------------------------
10.11 Assignment of leasehold rights between us and Summitt Holdings,
Inc. dated April 4, 2006, attached hereto.
------ ------- -----------------------------------------------------------------
10.12 Consulting Agreement between us and Credit First Holdings, Inc.
dated April 5, 2006, attached hereto
------ ------- -----------------------------------------------------------------
10.13 Promissory note executed between us and Camden Holdings dated
April 25, 2006, attached hereto.
------ ------- -----------------------------------------------------------------
14 14.1 Code of Ethics, attached hereto.
------ ------- -----------------------------------------------------------------
23 23.1 Consent of Independent Certified Public Accountants, attached
hereto.
------ ------- -----------------------------------------------------------------
31 31.1 Certification by Ross Lyndon-James, Chief Executive Officer, as
required under Section 302 of Sarbannes-Oxley Act of 2002,
attached hereto.
------ ------- -----------------------------------------------------------------
31.2 Certification by Brian Harcourt, Chief Financial Officer, as
required under Section 302 of the Sarbannes-Oxley Act of 2002,
attached hereto.
------ ------- -----------------------------------------------------------------
32 32.1 Certification as required under Section 906 of Sarbannes-Oxley
Act of 2002, attached hereto.
------ ------- -----------------------------------------------------------------
(b) Reports on Form 8-K:
--------------------------------------------------------------------------------
July 5, 2005 Under item 1.01 we announced the close of the Exchange Agreement.
July 5, 2005 Under Item 5.01, we announced the change in control of the Company
as a result of the share issuance under the terms of the Exchange Agreement.
--------------------------------------------------------------------------------
Item 14. Principal Accountant Fees and Services.
Audit Fees: The aggregate fees billed for the last fiscal year for services
rendered by our principal accountant for the audit of our financial statements
-24-
and review of financial statements included in our form 10QSB's for the fiscal
years ended December 31, 2005 were $39,560.
Audit Related Fees: $ -0-
Tax Fees: $ -0-
All Other Fees: $ -0-
SIGNATURES
In accordance with Section 13 or 15(d) 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.
By: /s/ Jon Carlson
--------------------------------
Jon Carlson,
Chief Executive Officer
Dated: February 20, 2007
In accordance with the Exchange Act, this report has been duly signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
/s/ Jon Carlson
--------------------------------
Jon Carlson,
CEO, CFO, Director
-25-
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
F-1
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
C O N T E N T S
Report of Independent Registered Public
Accounting Firm F-3
Consolidated Balance Sheet F-4
Consolidated Statement of Operations F-5
Consolidated Statement of Changes in
Shareholders' Deficit F-6
Consolidated Statement of Cash Flows F-7
Notes to Consolidated Financial Statements F-8 - F-17
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
National Healthcare Technologies, Inc.
A Development Stage Company
San Diego, California
We have audited the accompanying consolidated balance sheet of National
Healthcare, Technologies, Inc. as of December 31, 2005, and the related
statements of operations, stockholders' deficit, and cash flows for the period
January 27, 2005 (inception) through December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion of these financial statements based on
our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.
In our opinion, the financial statement referred to above present fairly, in all
material respects, the financial position of National Healthcare Technologies,
Inc. as of December 31, 2005, and the results of its operations and its cash
flows for the period January 27, 2005 through December 31, 2005, in conformity
with the accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that National
Healthcare Technologies, Inc. will continue as a going concern. As discussed in
Note 2 to the financial statements, National Healthcare Technologies, Inc. has
incurred a net loss of $807,600 and has a stockholders' deficit of $63,260.
National Healthcare Technologies, Inc. will require additional working capital
to develop its business until it either (1) achieves a level of revenues
adequate to generate sufficient cash flows from operations; or (2) obtains
additional financing necessary to support its working capital requirements.
These conditions raise substantial doubt about National Healthcare Technology
Inc.'s ability to continue as a going concern. Management's plans in regard to
this matter are described in Note 2. The accompanying financial statements do
not include any adjustments that might results from the outcome of these
uncertainties.
Lopez, Blevins, Bork & Associates, LLP
Houston, Texas
May 19, 2006
F-3
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005
ASSETS
Assets $ 0
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts Payable $ 63,260
------------
Total Current Liabilities 63,260
Commitments and Contingencies
Stockholders' Deficit
Preferred Stock, $.01 par value, 10,000,000 shares
authorized, none issued and outstanding --
Common Stock, $.001 par value, 100,000,000 shares
authorized, 19,182,759 shares issued and outstanding 19,183
Additional paid in Capital 752,157
Deficit accumulated during development stage (807,600)
------------
Total Stockholders' Deficit (63,260)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0
============
The accompanying notes are an integral part of these financial statements.
F-4
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
JANUARY 27, 2005 (INCEPTION) TO DECEMBER 31, 2005
Revenues: $ --
Operating Expenses:
Professional fees 465,304
Technology license royalties 160,417
Depreciation and amortization 3,811
Other General & administrative 178,068
------------
Total Operating Expenses 807,600
------------
Net Loss (807,600)
------------
Net loss per share, basic and fully
diluted $ (.06)
============
Weighted average shares of common
stock outstanding, basic and fully
diluted 14,579,683
============
The accompanying notes are an integral part of these financial statements.
F-5
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
DECEMBER 31, 2005
Common Stock Additional
--------------------------- paid in Accumulated
Shares Amount capital deficit Total
------------ ------------ ------------ ------------ ------------
Balance January 27, 2005 (inception) -- $ -- $ -- $ -- $ --
Founders stock issued 8,380,000 8,380 (8,380) -- --
Stock issued for debt 800,000 800 399,200 -- 400,000
Stock issued for license agreement 8,618,750 8,619 (8,619) -- --
Effect of reverse merger 1,384,009 1,384 (201,384) -- (200,000)
Divestiture of subsidiary
to related party -- -- 544,340 -- 544,340
Net (Loss) -- -- -- (807,600) (807,600)
------------ ------------ ------------ ------------ ------------
Balance December 31, 2005 19,182,759 $ 19,183 $ 725,157 $ (807,600) $ (63,260)
============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
F-6
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
JANUARY 27, 2005 (INCEPTION) TO DECEMBER 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (807,600)
Adjustments to reconcile net loss to cash used by
operating activities:
Depreciation and amortization 3,811
Changes in certain assets and liabilities, net of divestiture
Inventory (29,102)
Other assets (2,087)
Accounts payable and accrued expenses 144,990
------------
CASH FLOWS USED IN OPERATING ACTIVITIES (689,988)
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (38,952)
------------
CASH FLOWS USED IN INVESTING ACTIVITIES (38,952)
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible note - related party 400,000
Related party advances 328,940
------------
CASH FLOWS FROM PROVIDED BY FINANCING ACTIVITIES 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-7
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
1. Summary of Significant Accounting Policies
A. Organization and General Description of Business
On July 19, 2005, 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 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 December 31, 2005 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.
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.
F-8
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
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. Technology License
The Company's principal business activity focuses on the commercialization of
distributing decorative coatings that can be used to resemble stone, which the
Company licenses from related parties. Minimum annual royalties for these
arrangements have been accrued on the Company's balance sheet.
G. Stock-Based Compensation
The Company accounts 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 December 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 will adopt 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 shared-based payment transactions with employees and to record compensation
cost for all stock awards granted after the required effective date and for
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-9
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
H. 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.
I. 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 December 31, 2005, basic and diluted loss per
share are the same since the calculation of diluted per share amounts would
result in an anti-dilutive calculation.
J. 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
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.
F-10
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
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.
In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29", which amends Opinion 29 by eliminating
the exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. A nonmonetary exchange has commercial substance
if the future cash flows of the entity are expected to change significantly as a
result of the exchange. SFAS No. 151 is effective for a fiscal year beginning
after June 15, 2005, and implementation is done prospectively. Management does
not expect the implementation of this new standard to have a material impact on
its financial position, results of operations and cash flows.
In November 2004, the Financial Accounting Standards Board Statement issued SFAS
No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4", which
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and charges regardless of whether they meet the criterion of "so
abnormal" that was originally stated in Accounting Research Bulletin No. 43,
chapter 4. In addition, SFAS No. 151 requires that the allocation of fixed
production overheads to conversion costs be based on the normal capacity of the
production facilities. SFAS No. 151 is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. Management does not expect
the implementation of this new standard to have a material impact on its
financial position, results of operations and cash flows
F-11
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
In September 2004, the EITF delayed the effective date for the recognition and
measurement guidance previously discussed under EITF Issue No. 03-01, "The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments" ("EITF 03-01") as included in paragraphs 10-20 of the proposed
statement. The proposed statement will clarify the meaning of
other-than-temporary impairment and its application to investments in debt and
equity securities, in particular investments within the scope of FASB Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and
investments accounted for under the cost method. The Company is currently
evaluating the effect of this proposed statement on its financial position and
results of operations.
In March 2004, the FASB approved the consensus reached on the Emerging Issues
Task Force (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments." The objective of this
Issue is to provide guidance for identifying impaired investments. EITF 03-1
also provides new disclosure requirements for investments that are deemed to be
temporarily impaired. In September 2004, the FASB issued a FASB Staff Position
(FSP) EITF 03-1-1 that delays the effective date of the measurement and
recognition guidance in EITF 03-1 until after further deliberations by the FASB.
The disclosure requirements are effective only for annual periods ending after
June 15, 2004. The Company has evaluated the impact of the adoption of the
disclosure requirements of EITF 03-1 and does not believe it will have an impact
to the Company's overall consolidated results of operations or consolidated
financial position. Once the FASB reaches a final decision on the measurement
and recognition provisions, the Company will evaluate the impact of the adoption
of EITF 03-1.
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 net loss of $807,600, and
had an accumulated deficit of $63,260.
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
December 31, 2005, 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 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. Income Taxes
Current year and accumulated deferred tax benefit at the effective Federal
income tax rate of 34% is $274,584 and a valuation allowance has been set up for
F-12
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
the full amount because of the unlikelihood that the accumulated deferred tax
benefit will be realized in the future. The cumulative net operating loss carry
forward is $807,600 and will expire in the year 2012.
4. Disposition of Es3
Effective October 1, 2005, the Company conveyed at no cost all of the capital
stock of Es3 to Liquid Stone Partners under an agreement by which Liquid Stone
Partners agreed to assume all of the known and unknown liabilities of Es3. One
of the directors of the Company is an owner of Liquid Stone partners. The
transaction was accounted for as a conveyance to a related party and therefore
the Company recorded the excess of Es3's liabilities over its assets at the date
of the disposition in the amount of $544,340 to additional paid in capital.
There are no assets or liabilities related to Es3 on the balance sheet of the
Company as of December 31, 2005.
5. Equity Transactions
A. Issuance of Common Stock
In February 2005, the Company issued 8,380,000 shares of unregistered common
stock at par value of $0.001 to founding stockholders without consideration,
including 6,250,000 shares to Boston Equities Corporation (a related
party)("BEC").
In June 2005, the Company issued 800,000 shares of unregistered common stock at
par value of $0.001 in exchange for the debt arising out of monies advanced to
the Company in the amount of $400,000 by BEC pursuant to a convertible debt
agreement dated March 1, 2005. The terms of the convertible debt agreement
allowed BEC to convert its debt to shares of common stock at $.50 per share.
In June 2005, the Company's issued an aggregate of 8,618,750 shares of
unregistered common at par value of $0.001 stock to the shareholders of Aronite
Industries, Inc. ("Aronite") in connection with the license of certain
trademarks from Aronite. Certain officers, directors and shareholders of the
Company are former or current officers, directors and shareholders of Aronite.
Aronite and the Company are under common control and, therefore, the transaction
was recorded at Aronite's basis, which was zero.
In July 2005, the Company issued 905,438 shares of its unregistered common stock
at par value of $0.001 to Crown Partners, Inc. in accordance with the terms of
the Exchange Agreement.
In July 2005, in accordance with the terms of the Exchange Agreement, the
Company issued for no consideration 400,000 shares of registered common stock to
two consultants, d.b.a. WB International, Inc. in accordance with the terms of
the Exchange Agreement.
In July 2005, the Company issued for no consideration 78,571 shares of its
unregistered common stock at par value of $0.001 to the former shareholders of
National Healthcare Technologies, Inc. and an additional 905,438 shares of its
unregistered common stock at par value of $0.001 to Crown Partners, a former
major shareholder of National Healthcare Technologies, Inc., in accordance with
the terms of the Exchange Agreement.
F-13
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
B. Warrants
In February 2005, the Company issued a warrant to acquire up to 600,000 shares
of unregistered common stock at an exercise price of $0.60 per share to W.B.
International, Inc., in exchange for consulting services. All shares vested upon
grant. The warrant expires 5 years from the date of issuance.
In June 2005, the Company issued a warrant to acquire up to 600,000 shares of
unregistered common stock at an exercise price of $0.70 per share to each of
Liquid Stone Manufacturing, Inc. and Stone Mountain Finishes, Inc. in
consideration of certain license agreements. All shares vested upon grant. The
warrants expire 5 years from the date of issuance.
A summary of the warrant activity for the period ended December 31, 2005 is as
follows:
-------------------------------------------- ----------------- -----------------
Number of Weighted Average
Shares Exercise Price
-------------------------------------------- ----------------- -----------------
Outstanding at beginning of the period -- --
-------------------------------------------- ----------------- -----------------
Issued 1,800,000 $0.67
-------------------------------------------- ----------------- -----------------
Cancelled, Forfeited or expired -- --
-------------------------------------------- ----------------- -----------------
Outstanding at December 31, 2005 1,800,000 $0.67
-------------------------------------------- ----------------- -----------------
Exercisable at December 31, 2005 1,800,000 $0.67
-------------------------------------------- ----------------- -----------------
----------------------- --------------------------------------------- ------------------------------------------------
Outstanding Exercisable
----------------------- --------------------------------------------- ------------------------------------------------
Exercise Price Number of Warrants Weighted Average Number Exercisable Weighted Average
Remaining Exercise Price
Contractual life
(Years)
----------------------- ---------------------- ---------------------- ----------------------- ------------------------
$0.70 1,200,000 4.5 1,200,000 $0.70
----------------------- ---------------------- ---------------------- ----------------------- ------------------------
$0.60 600,000 4.0 600,000 $0.60
----------------------- ---------------------- ---------------------- ----------------------- ------------------------
The Company estimates the fair value of each stock warrant at the grant date by
using the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants for the year ended December 31, 2005: no dividend
yield for each year; expected volatility of for the warrant shares exercisable
0.1%; weighted-average risk-free interest rates for the warrant shares
exercisable at $0.60 and $0.70 were 3.38% and 3.64%, respectively; and
weighted-average expected option life of 5 years. The weighted average fair
value of the stock warrants granted during the period ended December 31, 2005
was $0.00.
C. Employee Options
In June 2005, the Company issued a warrant to an employee to purchase up to
100,000 shares of the Company's restricted common stock at an exercise price of
$0.70 per share. The shares vested monthly over three years and have a 10 year
option period. The employee was terminated in February 2006 and the options were
forfeited..
F-14
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
A summary of the option activity for the period ended December 31, 2005 is as
follows:
-------------------------------------------- ----------------- -----------------
Number of Weighted Average
Shares Exercise Price
-------------------------------------------- ----------------- -----------------
Outstanding at beginning of the period -- --
-------------------------------------------- ----------------- -----------------
Issued 100,000 $0.70
-------------------------------------------- ----------------- -----------------
Cancelled, Forfeited or expired -- --
-------------------------------------------- ----------------- -----------------
Outstanding at December 31, 2005 100,000 $0.70
-------------------------------------------- ----------------- -----------------
Exercisable at December 31, 2005 16,667 $0.70
-------------------------------------------- ----------------- -----------------
----------------------- --------------------------------------------- ------------------------------------------------
Outstanding Exercisable
----------------------- --------------------------------------------- ------------------------------------------------
Exercise Price Number of Options Weighted Average Number Exercisable Weighted Average
Remaining Exercise Price
Contractual life
(Years)
----------------------- ---------------------- ---------------------- ----------------------- ------------------------
$0.70 100,000 9.5 16,667 $0.70
----------------------- ---------------------- ---------------------- ----------------------- ------------------------
The Company estimates the fair value of each stock option at the grant date by
using the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants for the year ended December 31, 2005: no dividend
yield for each year; expected volatility of 0.1%; weighted-average risk-free
interest rate of 3.64% and weighted-average expected option life of 10 years.
The weighted average fair value of the stock warrants granted during the period
ended December 31, 2005 was $0.00.
6. Related Party Transactions
During the year the following transactions occurred between the Company and
certain related parties:
A. Boston Equities Corporation, William Courtney, Ross Lyndon James, Brian
Harcourt
--------------------------------------------------------------------------------
The following transactions took place between the Company and BEC, a shareholder
holding greater than 10% of the outstanding common stock of the Company, William
Courtney, a former shareholder and director of Es3 and a current member on the
Company's board of directors, and Ross Lyndon James and Brian Harcourt who
served as officers and directors in BEC during the year 2005.
On June 15, 2005, the Company acquired an exclusive license to manufacture, use
and distribute Liquid Stone(TM) coatings in North America, Central America and
South America, under an OEM License Agreement with Liquid Stone Manufacturing,
Inc. a Nevada corporation. Liquid Stone Manufacturing, Inc. is controlled by BEC
and William Courtney. Under the terms of the OEM License Agreement, the Company
granted Liquid Stone Manufacturing, Inc. a five year warrant to purchase 600,000
shares of its common stock at $0.70 per share which warrant was assumed by the
Company under the terms of the Exchange Agreement. (See Note 5.B, above.)
Minimum annual royalties payable by the Company to Liquid Stone Manufacturing,
Inc. under the agreement are $200,000. The licensing agreement was assumed by
the purchaser when Es3 was sold. Expenses for the year ended December 31, 2005
were $58,333.
F-15
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
On June 15, 2005, the Company acquired an exclusive license to manufacture, use
and distribute Authentic Stone Veneers(TM) in North America, Central America and
South America, under an OEM License Agreement with Stone Mountain Finishes, Inc.
a Nevada corporation. Stone Mountain Finishes, Inc. is controlled by BEC and
William Courtney. Under the terms of the OEM License Agreement, the Company
granted Liquid Stone Manufacturing, Inc. a five year warrant to purchase 600,000
shares of its common stock at $0.70 per share which warrant was assumed by the
Company under the terms of the Exchange Agreement. (See Note 5.B, above.)
Minimum annual fees payable by the Company to Stone Mountain Finishes, Inc.
under the agreement are $250,000. The licensing agreement was assumed by the
purchaser when Es3 was sold. Expenses under the agreement for the year ended
December 31, 2005 were $72,917.
B. Boston Equities Corporation, Ross Lyndon James and Brian Harcourt
The following transaction took place between the Company and BEC:
In June 2005, the Company issued 800,000 shares of unregistered common stock in
exchange for debt arising out of monies advanced to the Company in the amount of
$400,000 by BEC under the terms of a convertible financing agreement.
In 2005 the Company entered into a financial advisory representation agreement
with BEC. For the period ended December 31, 2005, the Company paid BEC $90,000
for the services provided under the agreement.
C. William Courtney
The following transactions took place between the Company and William Courtney.
Effective October 1, 2005 the Company conveyed all of the outstanding and issued
capital stock of Es3 to Liquid Stone Partners in exchange for the assumption of
all of the known and unknown liabilities of Es3. William Courtney is one of
three partners in Liquid Stone Partners.
On June 15, 2005, the company issued 8,618,750 shares of common stock to the
shareholders of Aronite Industries, Inc. ("Aronite") as well as agreeing to pay
a royalty in connection with the license of certain trademarks from aronite.
Minimum annual fees payable by the Company to Aronite uner the agreement are
$200,000. The licensing agreement was assumed by the purchaser when Es3 was
sold. Expenses under the agreement for the year ended December 31, 2005 were
$29,167. BEC holds approximately 20% of Aronite voting stock, and Ross
Lyndon-James, Brian Harcourt and William Courtney were directors of Aronite
during 2005.
In 2005 the company entered into a business consulting agreement with William
Courtney. For the period ended December 31, 2005 the Company paid William
Courtney approximately $27,000 for the services provided under the agreement.
7. Commitments and Contingencies
A. Legal
The Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of operations. The Company is
not currently aware of any formal legal proceedings or claims that the Company
believes will have, individually or in the aggregate, a material adverse effect
on the Company's financial position or results of operations.
B. Operating Leases
On March 1, 2005, the Company' entered into a lease commitment for office and
warehouse space in San Diego, California which expires February 1, 2009. The
terms of the lease provide for monthly rental payments of $3,367 through January
2006 and increasing 3% each year beginning February 1, 2007. Rent expense for
the period ended December 31, 2005 was $26,078. The lease obligations were
assumed as part of the sale of Es3.
F-16
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
The Company currently has an office at 1660 Union Street, Suite 200, San Diego,
CA 92101, which it maintains under arrangement with the landlord at no cost. The
Company also shares an office space with a shareholder at 9595 Wilshire Blvd.,
Suite 510, Beverly Hills, CA 90212 without cost to the Company.
As of December 31, 2005, the Company had no future rental commitments.
8. Subsequent Events (unaudited)
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
The following transactions occurred between the Company and certain related
parties subsequent to December 31, 2005:
On January 8, 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
hundred and fifty thousand dollars ($250,000) and two million five hundred
thousand (2,500,000) shares of restricted common stock. The fee is
non-refundable and considered earned when the shares are delivered. Camden is a
related party to BEC.
On January 8, 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. The fee is non-refundable and considered
earned when the shares are delivered. Design is a related party to BEC.
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 fee of two hundred and fifty thousand dollars
($250,000) in cash plus one million eight hundred thousand (1,800,000)
F-17
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
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
BEC ("Boston").
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.
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
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.
F-18
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2005
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 two hundred
and fifty thousand dollars ($250,000) to be used as working capital. The Note is
due on August 25, 2006. No interest is payable on the note.
B. Non-related party transactions
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.
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.
C. Other
In February 2006 the Company terminated the employment agreement with its Chief
Operating Officer, Steve Ferguson.
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-19