UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
[_] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
From the transition period from ____ to _____.
Commission file number 01-28911.
NATIONAL HEALTHCARE TECHNOLOGY, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 91-1869677
--------------------------------- --------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1660 Union Street, Suite 200, San Diego, California 92101
(Address of principal executive offices)
(619) 398-8470
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days: Yes [_] No [X]
As of November 14, 2006, 44,317,759 shares of the issuer's common equity is
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [_] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Information
F-1
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2006
C O N T E N T S
Consolidated Balance Sheet (Unaudited) as of September 30, 2006 F-3
Consolidated Statements of Operations (Unaudited)
For the three month and nine month periods ended September 30, 2006
and 2005 F-4
Consolidated Statements of Cash Flows (Unaudited)
For the nine month periods ended September 30, 2006 and 2005 F-5
Notes to Consolidated Financial Statements (Unaudited) F-7
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF SEPTEMBER 30, 2006
(UNAUDITED)
ASSETS
Current assets:
Cash & cash equivalents $ 201
------------
Investment in Custer Leasehold 46,667
------------
Total assets $ 46,868
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 458,665
Shares to be issued 5,000,000
------------
Total current liabilities 5,458,665
Notes payable to affiliate 490,540
------------
Total liabilities 5,949,205
Stockholders' Deficit:
Common Stock, $.001 par value, 100,000,000 shares
authorized, 44,267,759 issued and outstanding 44,268
Additional paid in capital 39,463,772
Prepaid consulting (10,327,556)
Accumulated deficit (35,082,821)
------------
Total stockholders' deficit (5,902,337)
------------
Total liabilities and stockholders' deficit $ 46,868
============
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
F-3
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATION
FOR THE THREE MONTH PERIODS ENED SEPTEMBER 30, 2006 AND 2005,
AND NINE MONTH PERIOD ENDED SEPTEMBER 30, 2006
AND FROM JANUARY 27, 2005 (INCEPTION) TO SEPTEMBER 30, 2005
AND THE CUMMULATIVE PERIOD FROM JANUARY 27, 2005 (INCEPTION) TO
SEPTEMBER 30, 2006 (UNAUDITED)
Period from The Cummulative
January 27, 2005 Period from
Nine Month (inception) (inception)
Three Month Periods Ended Period Ended through through
September 30, September 30, September 30, September 30,
2006 2005 2006 2005 2006
------------ ------------ ------------ ------------ ------------
NET REVENUE $ -- $ -- $ -- $ -- $ --
OPERATING EXPENSES
Professional fees 5,029,540 209,530 20,164,489 402,044 20,629,794
Technology license royalties -- 137,500 -- 160,417 160,417
Depreciation and amortization -- 3,811 -- 3,811 3,811
Other general and administrative 523,653 101,915 14,110,732 178,068 14,288,799
------------ ------------ ------------ ------------ ------------
Total operating expenses 5,553,193 452,756 34,275,221 744,340 35,082,821
------------ ------------ ------------ ------------ ------------
NET LOSS $ (5,553,193) $ (452,756) $(34,275,221) $ (744,340) $(35,082,821)
============ ============ ============ ============ ============
LOSS PER SHARE - BASIC & DILUTED $ (0.15) $ (0.02) $ (1.15) $ (0.06) $ (1.81)
============ ============ ============ ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING -
BASIC & DILUTED 37,947,302 18,908,990 29,904,034 12,858,207 19,336,599
============ ============ ============ ============ ============
Weighted average number of dilutive securities has not been taken since the
effect of dilutive securities would be anti-dilutive.
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
F-4
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2006
AND THE PERIODS FROM JANUARY 27, 2005 (INCEPTION) TO SEPTEMBER 30, 2005
AND THE CUMMULATIVE PERIOD FROM JANUARY 27, 2005 (INCEPTION) TO
SEPTEMBER 30, 2006
(UNAUDITED)
The Cummulative
Period from Period from
Nine Month January 27, 2005 January 27, 2005
Period Ended (inception) through (inception) through
September 30, September 30, September 30,
2006 2005 2006
------------- ------------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (34,275,221) $ (744,340) $ (35,082,821)
Adjustments to reconcile net loss to cash used by
operating activities:
Depreciation -- 3,811 3,811
Amortization on Investment in Custer Leasehold 9,333 -- 9,333
Stock issued for services 38,707,700 -- 38,707,700
Shares to be issued 5,000,000 -- 5,000,000
Decrease in current assets, net of divestiture:
Inventory -- (29,102) (29,102)
Prepaid assets (10,327,556) -- (10,327,556)
Other assets -- (2,087) (2,087)
Accounts payable and accrued expenses 395,405 81,729 540,395
------------- ------------------- -------------------
NET CASH USED IN OPERATING ACTIVITIES: (490,339) (689,988) (1,180,327)
------------- ------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures -- (38,952) (38,952)
------------- ------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible note- related party -- 400,000 400,000
Proceeds from related party advances 490,540 328,940 819,480
------------- ------------------- -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 490,540 728,940 1,219,480
------------- ------------------- -------------------
NET INCREASE IN CASH &CASH EQUIVALENTS 201 -- 201
CASH &CASH EQUIVALENTS, BEGINNING OF PERIOD -- -- --
------------- ------------------- -------------------
CASH &CASH EQUIVALENTS, END OF PERIOD $ 201 $ -- $ 201
============= =================== ===================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
============= =================== ===================
Income taxes paid $ -- $ -- $ --
============= =================== ===================
NON CASH TRANSACTIONS
Net liabilities assumed with recapitalization $ -- $ -- $ 200,000
============= =================== ===================
Divestiture of subsidiary to related party $ -- $ -- $ 544,340
============= =================== ===================
Common stock issued for debt $ -- $ -- $ 400,000
============= =================== ===================
Common stock issued for acquiring Custer
Leasehold (677,000 shares used) $ -- $ -- $ 406,200
============= =================== ===================
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
F-5
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE CUMULATIVE PERIOD FROM JANUARY 27, 2005 (INCEPTION)
TO SEPTEMBER 30, 2006
(UNAUDITED)
Deficit
accumulated
Common Additional during the Total
stock paid in Prepaid development stockholder's
Shares Amount capital Consulting stage equity/(deficit)
----------- ------- ------------ -------------- ------------- ----------------
Balance, January 27, 2005 (inception) $ -- $ -- $ -- $ -- $ --
Founder's stock issued 8,380,000 8,380 (8,380) -- -- --
Stock issue for debt 800,000 800 399,200 -- -- 400,000
Shares 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 for the year -- -- -- -- (807,600) (807,600)
----------- ------- ------------ -------------- ------------- ----------------
Balance, December 31, 2005 19,182,759 19,183 725,157 -- (807,600) # (63,260)
--
Shares issued for employment 3,800,000 3,800 7,456,200 -- -- 7,460,000
Shares issued for services 20,608,000 20,608 30,876,892 (10,327,556) -- 20,569,944
Shares issued for lease agreement 677,000 677 405,523 -- (350,200) 56,000
Net loss for the nine month period
ended September 30, 2006 -- -- -- -- (33,925,021) (33,925,021)
----------- ------- ------------ -------------- ------------- ----------------
Balance, September 30, 2006 44,267,759 $44,268 $ 39,463,772 $ (10,327,556) $ (35,082,821) $ (5,902,337)
=========== ======= ============ ============== ============= ================
The accompanying notes are an integral part of these
unaudited consolidated financial statements
F-6
NATIONAL HEALTHCARE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
1. Summary of Significant Accounting Policies
A. Organization and General Description of Business
On July 19, 2005, National Healthcare Technology, Inc., a Colorado corporation
(the "Company") completed the acquisition of Special Stone Surfaces, Es3, Inc.,
a Nevada Corporation ("Es3") pursuant to the terms of an Exchange Agreement (the
"Exchange Agreement") by and among the Company, Crown Partners, Inc., a Nevada
corporation and at such time, the largest stockholder of the Company ("Crown
Partners"), Es3, and certain stockholders of Es3 (the "Es3 Stockholders"). Under
the terms of the Exchange Agreement, the Company acquired all of the outstanding
capital stock of Es3 in exchange for the issuance of 19,182,759 shares of the
Company's common stock to the Es3 Stockholders, Crown Partners and certain
consultants. The transactions effected by the Exchange Agreement have been
accounted for as a reverse merger. This reverse merger transaction has been
accounted for as a recapitalization of Es3, as Es3 is the accounting acquirer,
effective July 19, 2005. As a result, the historical equity of the Company has
been restated on a basis consistent with the recapitalization. In addition, the
Company changed its accounting year-end from September 30 to December 31, which
is Es3's accounting year-end.
Accordingly the financial statements contained in this report include the
operations of the Company in its new line of business. As a result of the
transactions contemplated by the Exchange Agreement, the Company had one active
operating subsidiary, Es3. Es3 was formed in January 2005 and began operations
in March 2005 in the business of manufacturing and distributing a range of
decorative stone veneers and finishes based on proprietary Liquid Stone Coatings
(TM) and Authentic Stone Veneers (TM). Effective October 1, 2005, the Company
sold all of its shares in Es3.
B. Basis of Presentation and Organization
The accompanying unaudited consolidated financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC") Form 10-QSB and Item 310 of Regulation S-B , and
generally accepted accounting principles for interim financial reporting. 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). The information furnished herein reflects all adjustments
(consisting of normal recurring accruals and adjustments) which are, in the
opinion of management, necessary to fairly present the operating results for the
respective periods. Certain information and footnote disclosures normally
present in annual consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been omitted pursuant to such rules and regulations. These consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and footnotes for the year ended December 31, 2005 included
in the Company's Annual Report on Form 10-KSB. The results of the three and nine
month periods ended September 30, 2006 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2006.
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 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.
D. Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and cash in time deposits,
certificates of deposit and all highly liquid debt instruments with original
maturities of three months or less.
E. Stock-Based Compensation
The Company adopted SFAS No. 123 (Revised 2004), Share Based Payment ("SFAS No.
123R"), under the modified-prospective transition method on January 1, 2006.
SFAS No. 123R requires companies to measure and recognize the cost of employee
services received in exchange for an award of equity instruments based on the
grant-date fair value. Share-based compensation recognized under the
modified-prospective transition method of SFAS No. 123R includes share-based
compensation based on the grant-date fair value determined in accordance with
the original provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, for all share-based payments granted prior to and not yet vested
as of January 1, 2006 and share-based compensation based on the grant-date
fair-value determined in accordance with SFAS No. 123R for all share-based
payments granted after January 1, 2006. SFAS No. 123R eliminates the ability to
account for the award of these instruments under the intrinsic value method
prescribed by Accounting Principles Board ("APB") Opinion No. 25, Accounting for
Stock Issued to Employees, and allowed under the original provisions of SFAS No.
123. Prior to the adoption of SFAS No. 123R, the Company accounted for our stock
option plans using the intrinsic value method in accordance with the provisions
of APB Opinion No. 25 and related interpretations.
F-7
F. Income Taxes
The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred income taxes are recognized for the
tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each period end based
on enacted tax laws and statutory tax rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
G. Basic and Diluted Net Earnings (loss) per Share
The Company adopted the provisions of SFAS No. 128, "Earnings Per Share"
("EPS"). SFAS No. 128 provides for the calculation of basic and diluted earnings
per share. Basic net loss per share is based upon the weighted average number of
common shares outstanding. Diluted net loss per share is based on the assumption
that all dilutive convertible shares and stock options were converted or
exercised. Dilution is computed by applying the treasury stock method. Under
this method, options and warrants are assumed to be exercised at the beginning
of the period (or at the time of issuance, if later), and as if funds obtained
thereby were used to purchase common stock at the average market price during
the period. For the period from inception through September 30, 2006, basic and
diluted loss per share are the same since the calculation of diluted per share
amounts would result in an anti-dilutive calculation.
H. Recent Accounting Pronouncements
In 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 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.
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 March 2006 FASB issued SFAS 156 `Accounting for Servicing of Financial
Assets' this Statement amends FASB Statement No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities, with
respect to the accounting for separately recognized servicing assets and
servicing liabilities. This Statement:
1. Requires an entity to recognize a servicing asset or servicing liability
each time it undertakes an obligation to service a financial asset by
entering into a servicing contract.
2. Requires all separately recognized servicing assets and servicing
liabilities to be initially measured at fair value, if practicable.
3. Permits an entity to choose `Amortization method' or Fair value
measurement method' for each class of separately recognized servicing
assets and servicing liabilities:
4. At its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities with
recognized servicing rights, without calling into question the treatment
of other available-for-sale securities under Statement 115, provided that
the available-for-sale securities are identified in some manner as
offsetting the entity's exposure to changes in fair value of servicing
assets or servicing liabilities that a service elects to subsequently
measure at fair value.
F-8
5. Requires separate presentation of servicing assets and servicing
liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately
recognized servicing assets and servicing liabilities.
This Statement is effective as of the beginning of the Company's first fiscal
year that begins after September 15, 2006. Management believes that this
statement will not have a significant impact on the consolidated financial
statements.
In September 2006, FASB issued SFAS 157 `Fair Value Measurements'. This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The management is currently
evaluating the effect of this pronouncement on financial statements.
In September 2006, FASB issued SFAS 158 `Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans--an amendment of FASB Statements
No. 87, 88, 106, and 132(R)' This Statement improves financial reporting by
requiring an employer to recognize the overfunded or underfunded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit postretirement
plan and to provide the required disclosures as of the end of the fiscal year
ending after June 15, 2007. However, an employer without publicly traded equity
securities is required to disclose the following information in the notes to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements. The requirement to measure
plan assets and benefit obligations as of the date of the employer's fiscal
year-end statement of financial position is effective for fiscal years ending
after December 15, 2008. The management is currently evaluating the effect of
this pronouncement on financial statements.
2. 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).
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 Boston Equities Corporation pursuant to
a convertible debt agreement dated March 1, 2005. The terms of the convertible
debt agreement allowed Boston Equities Corporation 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, in accordance with the terms of the Exchange Agreement, the
Company issued 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.
In April 2006, the Company issued 1,800,000 shares of its unregistered common
stock to its Chief Executive Officer and Director, Ross-Lyndon James, in
accordance with the terms of the Management Employment Agreement.
In April 2006, the Company issued 1,800,000 shares of its unregistered common
stock to its Chief Financial Officer and Director, Brian Harcourt, in accordance
with the terms of the Management Employment Agreement.
F-9
In April 2006, in accordance with the terms of a Consulting Agreement, the
Company issued 3,500,000 shares of the Company's common stock to Credit First
Holding Limited, a related party, for consulting services.
In April 2006, in accordance with the terms of a Consulting Agreement, the
Company issued 700,000 shares of the Company's common stock to Monterosa Group
Limited for consulting services.
In April 2006, in accordance with the terms of a Consulting Agreement, the
Company issued 2,800,000 shares of the Company's common stock to Design, Inc., a
related party, for consulting services.
In April 2006, in accordance with the terms of a Consulting Agreement, the
Company issued 2,500,000 shares of the Company's common stock to Camden
Holdings, Inc., a related party, for consulting services.
In April 2006, in accordance with the terms of a Consulting Agreement, the
Company issued 1,800,000 shares of the Company's common stock to Summit Oil &
Gas, a related party, for consulting services.
In April 2006, in accordance with the terms of a Consulting Agreement, the
Company issued 700,000 shares of the Company's common stock to Bluefin, LLC for
consulting services.
On June 16, 2006, we issued 375,000 shares each to John McDermit and John E.
Havens, who currently serve on our advisory board.
In August, 2006, in accordance with an agreement between the parties, the
Company issued 677,000 shares of the Company's common stock to Summitt Oil &
Gas, a related party due to common major shareholder, to acquire certain lease
rights. The shares were valued at $56,000, which is the historical cost of the
lease rights, and are being amortized over three years, the term of the lease
agreement. The Company amortized $9,333 of expense in connection with this
transaction during the six months ended September 30, 2006.
In August, 2006, in accordance with the terms of a Consulting Agreement, the
Company issued 2,800,000 shares of its common stock to Summitt Ventures, an
affiliate of the Company. Also, in September, 2006, pursuant to the terms of a
Consulting Agreement, the Company issued 2,700,000 shares of its common stock to
Summitt Ventures, under the Company's 2006-1 Consultant and Employee Services
Plan. These share issuances represent prepaid consulting services for the period
from July 15, 2006 through January 15, 2007 and the expense has been amortized
over six months. Accordingly, $1,380,000 of this expense was amortized during
the three month period ended September 30, 2006.
In August, 2006, in accordance with the terms of a Consulting Agreement, the
Company issued 209,000 shares of its common stock to Catalyst Consulting, Inc.
In September, 2006, pursuant to the terms of a Consulting Agreement, the Company
issued an additional 209,000 shares of its common stock to Catalyst Consulting,
Inc., under the Company's 2006-1 Consultant and Employee Services Plan. These
shares issuances represent prepaid consulting services for the period of July 1,
2006 through December 31, 2006 and the expense will be amortized over six
months. Accordingly, the Company amortized $104,500 of this expense during the
quarter ended September 30, 2006.
On August 17, 2006, in accordance with the terms of a Consulting Agreement, the
Company issued 500,000 shares of its common stock to Ramp International, Inc. In
September, 2006, pursuant to the terms of a Consulting Agreement, the Company
issued 500,000 shares of its common stock to Ramp International, Inc., under the
Company's 2006-1 Consultant and Employee Services Plan. This share issuance
represents prepaid consulting expense for the period from September 2, 2006
through February 2, 2007 with this expense to be amortized over 18 months. The
Company also agrees to pay Ramp a cash payment of $215,000 which was not paid as
of September 30, 2006 so this expense has been accrued. In connection with this
transaction, the Company amortized expense of $27,778 during the quarter ended
September 30, 2006.
In August, 2006, the Company adopted the 2006-1 Consultant and Employee Services
Plan wherein the Company registered 3,800,000 shares of its common stock for
issuance to consultants and employees of the Company.
During the three month period ended September 30, 2006, totaling 940,000 shares
of common stock were issued under the Company's 2006-1 Consultant and Employee
Services Plan
The Company issued 200,000 shares of its common stock to its former president,
Samvel Petrossian, in September, 2006 as compensation for services, pursuant to
an employment agreement. Mr. Petrossian resigned in November, 2006.
B. Issuance of Warrants
The following table summarizes the warrants outstanding:
F-10
Weighted
Average Aggregate
Warrants Exercise Intrinsic
outstanding Price Value
----------- -------- -----------
Outstanding, December 31, 2005 1,800,000 $ 0.67 $ 2,400,000
Granted 600,000 $ 2.63
Forfeited/Canceled 600,000 $ 2.63
Exercised -- --
-----------
Outstanding, September 30, 2006 1,200,000 $ 0.67 $ --
===========
The weighted average remaining contractual life of warrants outstanding is 3.56
years at September 30, 2006.
Outstanding Warrants Exercisable Warrants
-------------------------- ----------------------------------
Range of Average Remaining
Exercise Price Number Contractual Life Average Exercise Price Number
-------------- --------- ----------------- ---------------------- ---------
$0.67 1,800,000 3.56 years $0.67 1,800,000
During the nine-month period ended September 30, 2006, the Company granted two
warrants which expire five years from date of grant and are convertible into
300,000 shares of common stock at an exercise price of $2.63 per share to each
of Brian Harcourt and Ross-Lyndon James in accordance with their respective
Management Employment Agreements executed by and between them and the Company,
respectively. The warrants were granted on April 5, 2006 and vest 6 months after
grant. These warrants expired on the resignation of the employees in July, 2006.
3. Stock Based Compensation
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.
As of June 30, 2006, no options to purchase the Company's common stock have been
granted under the Plan.
In August, 2006, the Board of Directors of the Company authorized and approved
the adoption of the 2006-1 Consultants and Employees Service Plan effective
September 7, 2006 (the "Consultants Plan"). The Plan is administered by the duly
appointed compensation committee. The Plan is authorized to grant stock options
and make stock awards of up to 3,800,000 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. The Consultants Plan was
registered on September 15, 2006 and as of September 30, 2006, a total of
3,749,000 shares had been issued and granted under the Consultants Plan.
4. Related Party Transactions
A. Ross-Lyndon James
The following transaction took place between the Company and Ross-Lyndon James,
the Company's former Chief Executive Officer and Director: 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.
B. Brian Harcourt
The following transaction took place between the Company and Brian Harcourt, the
Company's former Chief Financial Officer and Director and parties related to
Brian Harcourt:
F-11
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 July 24, 2006, Ross-Lyndon James and Brian Harcourt effectively resigned as
officers and directors of the Company. Ross Lyndon-James had served as the
Company's Chief Executive Office and Brian Harcourt had served as the Company's
Chief Financial Officer since the Merger of the Company and Es3 on or about July
19, 2005. Under the terms of the resignation, Mr. Harcourt and Mr. Lyndon-James
will receive $50,000 cash each in exchange for relinquishing their rights in the
termination shares under their respective Management Employment Agreements. As
the warrants issued to Mr. Harcourt and Mr. Lyndon-James had not vested as of
the effective date of their resignation, the warrants effectively expired on
July 24, 2006.
C. First Credit Holding Ltd.
On 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. The company
is amortizing the expense over the period of the services. Brian Harcourt, one
of our directors, is the controlling shareholder of First Credit. The shares of
stock were issued in April 2006.
D. Boston Equities Corporation
The following transaction took place between the Company and parties sharing
common ownership or control with Boston Equities Corporation, a shareholder,
which owns approximately 25% of the Company's outstanding and issued common
stock:
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)
restricted of the Company's common stock. The fee is non-refundable and
considered earned when the shares are delivered. The agreement is for six months
expiring in October, 2006. The Company has fully amortized the prepaid expense
for the cash paid for the period ended September 30, 2006.
On April 4, 2006, the Company entered into an assignment of an oil and gas lease
with Summitt. Under the agreement in exchange for the leasehold rights in 160
acres in the County of Custer, Oklahoma, the Company has agreed to pay Summitt
consideration of six hundred and seventy-seven thousand (677,000) restricted
shares of the Company's common stock. The shares of stock have been issued on
August 22, 2006. Additionally, there is excepted from the assignment and
conveyance and reserved and retained in Summitt an overriding royalty equal to
3% of the value of all oil produced and removed under the lease and the net
proceeds received by Assignee from the sale of all gas and casing head gasoline
produced and sold under the lease.
On April 25, 2006, the Company entered into a short term bridge financing in the
form of a promissory note to Camden Holdings, Inc. in the amount of three
hundred and fifty thousand dollars ($350,000) to be used as working capital. The
Note is due on August 25, 2006. No interest is payable on the note. On June 8,
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 one hundred and fifty
thousand dollars ($150,000) to be used as working capital. The Note is due on
December 31, 2006. No interest is payable on the note. At September 30, 2006,
the advances outstanding were $490,540.
In August, 2006, in accordance with an agreement between the parties, the
Company issued 677,000 shares of the Company's common stock to Summitt Oil &
Gas, a related party due to common major shareholder, to acquire certain lease
rights. The shares were valued at $56,000, which is the historical cost of the
lease rights, and are being amortized over three years, the term of the lease
agreement. The Company amortized $9,333 of expense in connection with this
transaction during the six months ended September 30, 2006.
F-12
In August, 2006, in accordance with the terms of a Consulting Agreement, the
Company issued 2,800,000 shares of its common stock to Summitt Ventures, an
affiliate of the Company. Also, in September, 2006, pursuant to the terms of a
Consulting Agreement, the Company issued 2,700,000 shares of its common stock to
Summitt Ventures, under the Company's 2006-1 Consultant and Employee Services
Plan. These share issuances represent prepaid consulting services for the period
from July 15, 2006 through January 15, 2007 and the expense has been amortized
over six months. Accordingly, $1,380,000 of this expense was amortized during
the three month period ended September 30, 2006
5. Commitments and Contingencies
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.
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. The Company is amortizing the
expense over the period of the services.
On April 5, 2006, the Company entered into a consulting agreement with BlueFin
LLC ("BlueFin") to provide business development, investor relations services,
introductions to qualified funding sources, introductions to oil and gas
business prospects, and introductions to accredited investors. Under the terms
of the agreement, the Company agreed to pay BlueFin a fee of seven hundred
thousand (700,000) shares of the Company's restricted common stock. The fee is
non-refundable and considered earned when the shares are delivered. The Company
is amortizing the expense over the period of the services.
6. Going Concern Uncertainties
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate the continuation of
the Company as a going concern. The Company reported a cumulative net loss since
inception of $35,082,821, and had a stockholders' deficit at September 30, 2006
of $5,902,337.
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
September 30, 2006, the Company had no operations. In view of the matters
described, there is substantial doubt as to the Company's ability to continue as
a going concern without a significant infusion of capital. There can be no
assurance 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.
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. This plan of operating will
include the acquiring of proven fields and the developing of these properties by
commencing drilling operations. In order to maximize economies of scale and to
leverage the knowledge and expertise of others, we will partner with third
parties to exploit any such properties.
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 acquire properties, and to cover 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.
F-13
Item 2. Management's Discussion and Analysis or Plan of Operation.
This report contains forward looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. When used in this Form 10-QSB, the words
"anticipate", "estimate", "expect", "project" and similar expressions are
intended to identify forward-looking statements. Such statements are subject to
certain risks, uncertainties and assumptions including the possibility that the
Company's proposed plan of operation will fail to generate projected revenues.
Additional risks, uncertainties and assumptions include, but are not limited to,
the factors that we describe in the section entitled "Management's Discussion
and Analysis" in the Form 10-KSB/A for the year ended December 31, 2005. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or projected. The Company's actual results could differ
materially from those set forth on the forward looking statements as a result of
the risks set forth in the Company's filings with the Securities and Exchange
Commission, general economic conditions, and changes in the assumptions used in
making such forward looking statements.
General
On July 19, 2005, the Company completed the acquisition of Es3. Pursuant to the
terms of the Exchange Agreement dated as of June 30, 2005, by and among the
Company, Crown Partners, the largest stockholder of the Company prior to the
Closing, Es3, and certain stockholders of Es3, the Company acquired 17,798,750
shares of the outstanding capital stock of Es3 in exchange for the Company's
issuance to the Es3 Stockholders of 17,798,750 shares of the Company's common
stock. In connection with the Exchange Agreement, the Company also issued 78,751
shares to the former owners of National Healthcare Technology, Inc., 905,438
shares to Crown Partners and 400,000 shares between to two individuals, dba. WB
International, Inc. that provided consulting and advisory services to the
Company (the "Consultants").
As a result of the transactions contemplated by the Exchange Agreement, during
the year 2005, we had one active operating subsidiary, Es3. Es3 was formed on
January 27, 2005, and began operations in March 2005 in the business of
manufacturing and distributing a range of decorative stone veneers and finishes
based on proprietary "Liquid Stone Coatings" and "Authentic Stone Veneers".
From January 27, 2005 (inception) to September 30, 2006, the Company has had $0
revenues, and a net operating loss of $35,082,821.
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. This plan of
operating will include the acquiring of proven fields and the developing of
these properties by commencing drilling operations. In order to maximize
economies of scale and to leverage the knowledge and expertise of others, we
will partner with third parties to exploit any such properties.
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.
In April 2006 we executed an assignment of an oil and gas lease under which we
acquired 100% of the leasehold rights to drill and otherwise exploit 160 acres
of certain underlying oil and gas reserves located in the County of Custer,
Oklahoma, which we acquired from Summitt for 677,000 restricted shares of our
common stock and agreed to pay Summitt a royalty equal to 3% of the value of all
oil produced and removed under the lease and the net proceeds received by us
from the sale of all gas and casinghead gasoline produced and sold under the
lease. The leasehold interest is not developed and accordingly not currently
producing oil or gas. Upon receiving the necessary capitalization, we intend to
explore the development of this field. During the quarter ended September 30,
2006, the Company issued 677,000 of its common stock to Summitt and recorded an
expense of $9,333 in connection with this agreement during the quarter.
2
In April 2006, we entered into a consulting agreement with BlueFin,
Inc.("BlueFin"). BlueFin has been retained to provide business development,
investor relations services, and introductions to qualified funding sources,
introductions to oil and gas business prospects and introductions to accredited
investors. By leveraging BlueFin's resources the Company anticipates that it
will be able to find sources of capital to fund its operations in the oil and
gas business.
In April 2006, we also entered into an agreement with Monterosa Group Limited
("Monterossa"). Monterossa has been retained to provide services including
operation administration, transaction processing and management, systems
development, staff recruitment, acquisition transaction support services, and
other business management services as the Company moves into the oil and gas
business.
In April 2006, we also engaged Camden Holdings, Inc. ("Camden"), an entity
experienced in the energy sector that will assist the Company in locating oil
and gas opportunities for us. Camden's services 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.
We have also been able to leverage our relationship with Camden to obtain
short-term financing as needed. Camden has also agreed to advance sums to the
Company to assist in funding its operations over the short-term. As of September
30, 2006, Camden has advanced the Company the sum of $490,540.
In April 2006, we also engaged Design, Inc. ("Design"), an entity experienced in
the energy sector that will assist the Company in financing the transactions
introduced by Camden and our other consultants.
In July, 2006, the Company entered into a Consulting Agreement with Summitt
Ventures Inc. ("SVI") for three months which required the Company to issue
2,800,000 of its common stock to SVI for services to be provided to the Company
including business management services and related services. These shares were
issued in August, 2006. In September, 2006, the Company entered into another
agreement with SVI under the same terms and conditions as the original
agreement. The Company issued 2,700,000 shares to SVI in September, 2006.
In July, 2006, the Company entered into a Consulting Agreement with Catalyst
Consulting Partners, LLC to provide the Company with business consulting
services in exchange for the issuance of 418,000 shares of the Company's common
stock. These shares were issued during the quarter ended September 30, 2006.
In September, 2006, the Company entered into a Services Agreement with Rhone
Alternative Marketing Partners ("RAMP) for marketing and public relations
services in exchange for the issuance of 1,000,000 shares of the Company's
common stock. These shares were issued during the quarter ended September 30,
2006.
During the quarter ended September 30, 2006, the Company compensated certain
third party individuals who provided services to the Company. In August and
September, 2006, 200,000 shares were issued for services. In September, 2006, an
additional 740,000 shares were issued to consultants for services under the
Company's 2006-1 Consultants and Employees Services Plan. This Plan was adopted
in September, 2006 and reserved 3,800,000 shares of the Company's common stock
to consultants and employees, which shares were registered in September, 2006.
During the quarter ended September 30, 2006, 3,749,000 shares were issued under
the Plan.
We believe that by changing our direction to the oil and gas markets we have
improved our prospects for success due to both the current and expected future
positive market conditions which we expect to exploit initially from the
valuable contacts, industry expertise and business opportunities we expect to
derive from Summitt, an industry experienced consulting resource, and other
third party consultants.
Additionally, we intend to reincorporate the Company to a Nevada corporation
("Reincorporation"). The business purpose of the Reincorporation is to allow us
to avail ourselves to Nevada corporate law. Nevada is a recognized leader in
adopting and implementing comprehensive, flexible corporate laws responsive to
the legal and business needs of corporations organized under its laws. The
Nevada Revised Statutes is an enabling statute that is frequently revised and
updated to accommodate changing business needs.
Additionally, consistent with the change of our direction into the oil and gas
business, we will also change the Company name to a name in line with a company
in the oil and gas business.
We anticipate that we will have to raise additional capital to fund operations
over the next 12 months. To the extent that we are required to raise additional
funds to acquire properties, and to cover 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.
3
Estimated Funding Required During the Next Twelve Months:
-------------------------------------------- --------------- --- ---------------
Prospect Development & Seismic $1,000,000 to $5,000,000
-------------------------------------------- --------------- --- ---------------
Drilling & Development $2,500,000 to $5,000,000
-------------------------------------------- --------------- --- ---------------
Offering Costs & Expenses $50,000 to $50,000
-------------------------------------------- --------------- --- ---------------
General Corporate Expenses $100,000 to $150,000
-------------------------------------------- --------------- --- ---------------
Working Capital $700,000 to $1,000,000
-------------------------------------------- --------------- --- ---------------
Total $4,350,000 to $11,200,000
-------------------------------------------- --------------- --- ---------------
The minimum expenditures noted above will allow us to commence with acquiring,
exploring and developing properties as well as commence drilling operations. In
the event that we are able to raise further funds, we will primarily expend such
funds on further prospect development and seismic studies and then to fund
further drilling operations Consistent with this change of our business,
effective October 1, 2005 we sold all of the capital stock of Es3 to Liquid
Stone Partners. A partner holding a minority interest in Liquid Stone
Partnerships is also a director of the Company. We currently have one full-time
employee. We will primarily rely on outside consultants and do not currently
foresee any significant changes in the number of our employees.
Item 3. Controls and Procedures.
Our Chief Executive Officer and Chief Financial Officer has 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 September 30, 2006, (the
"Evaluation Date"). During the course of the audit for our year end December 31,
2005 in May 2006, our auditor discovered numerous errors 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 10QSB for the quarter ended September 30, 2005 and Form 8-K/A filed on
January 24, 2006, has resulted in affecting our assessments regarding our
controls, and that they were not effective as of the period ended December 31,
2006 and constituted material weaknesses which began after the close of the
Exchange Agreement on or about July 19, 2006. As of the period covered by this
report, we believe that the material weaknesses no longer exist. The material
weaknesses were primarily a 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 an entity achieving its disclosure objectives. Our chief executive officer
and chief financial officer has concluded that our disclosure controls and
procedures are effective at that reasonable assurance level as of the period
covered by this report. 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.
There were no changes in the Company's internal controls over financial
reporting, known to the Chief Executive Officer and Chief Financial Officer that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.
In May 2006, we remedied 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.
4
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to any material pending legal proceeding and no such action
by or, to the best of our knowledge, against us have been threatened.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the Quarter ending September 30, 2006, 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, as follows:
In August 2006, we issued 100,000 shares of our common stock to a consultant in
accordance with the terms of a consulting agreement; in August, 2006, we issued
209,000 shares of our unregistered common stock to a consultant in accordance
with the terms of the consulting agreement; in August 2006, we issued 500,000
shares of our common stock to a consultant in accordance with the terms of a
consulting agreement; in August 2006, in accordance with the terms of a
Consulting Agreement, we issued 2,800,000 shares of the Company's common stock
to a related party, for consulting services; in August 2006, in accordance with
the terms of the Lease Agreement, we issued 677,000 shares of the Company's
common stock to a related party for the lease; in August 2006, we issued 100,000
shares of our common stock to a consultant in accordance with the terms of a
consulting agreement; in September, 2006, in accordance with the terms of a
Consulting Agreement, we issued 400,000 shares of the Company's common stock to
a unrelated party for consulting services; in September 2006, the Company issued
200,000 shares of the Company's common stock to its former president as
compensation.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
The Company's CEO and CFO resigned in November, 2006 and was replaced by Jon
Carlson, who was also appointed to the Board of Directors to replace Samvel
Petrossian.
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits.
------- -------- ---------------------------------------------------------------
10.4 Consulting Agreement dated April 3, 2006 by and between Summitt
Oil and Gas, Inc. and Company (previously filed as an exhibit
to our Form 8-K, file no. 001-28911, on April 5, 2006, and
incorporated herein by reference).
------- -------- ---------------------------------------------------------------
10.5 Management Employment Agreement dated April 3, 2006 by and
between Ross Lyndon James and the Company (previously filed as
an exhibit to our Form 8-K, file no. 001-28911, on April 5,
2006, and incorporated herein by reference).
------- -------- ---------------------------------------------------------------
10.6 Management Employment Agreement dated April 3, 2006 by and
between Brian Harcourt and the Company (previously filed as an
exhibit to our Form 8-K, file no. 001-28911, on April 5, 2006,
and incorporated herein by reference).
------- -------- ---------------------------------------------------------------
10.7 2006 Employee Stock Option Plan (previously filed as an exhibit
to the Company's Form 8-K, file no. 001-28911, on April 5,
2006, and incorporated herein by reference).
------- -------- ---------------------------------------------------------------
10.8 Consulting Agreement by and between us and Camden Holdings,
Inc. dated January 8, 2006 (previously filed as an exhibit to
our Form 10-KSB/A, file no. 001-28911, on June 8, 2006, and
incorporated herein by reference).
------- -------- ---------------------------------------------------------------
10.9 Consulting Agreement by and between us and Design, Inc. dated
January 8, 2006 (previously filed as an exhibit to our Form
10-KSB/A, file no. 001-28911, on June 8, 2006, and incorporated
herein by reference).
------- -------- ---------------------------------------------------------------
10.10 Stock Purchase Agreement between us and Liquid Stone Partners
dated April 4, 2006 (previously filed as an exhibit to our Form
10-KSB/A, file no. 001-28911, on June 8, 2006, and incorporated
herein by reference).
------- -------- ---------------------------------------------------------------
10.11 Amended Assignment of leasehold rights between us and Summitt
Holdings, Inc. dated April 4, 2006 (previously filed as an
exhibit to our Form 10-KSB/A, file no. 001-28911, on June 8,
2006, and incorporated herein by reference).
------- -------- ---------------------------------------------------------------
10.12 Consulting Agreement between us and Credit First Holdings, Inc.
dated April 5, 2006(previously filed as an exhibit to our Form
10-KSB/A, file no. 001-28911, on June 8, 2006, and incorporated
herein by reference).
------- -------- ---------------------------------------------------------------
5
------- -------- ---------------------------------------------------------------
10.13 Promissory note executed by us to repay Camden Holdings, Inc.
dated April 25, 2006 (previously filed as an exhibit to our
Form 10-KSB/A, file no. 001-28911, on June 8, 2006, and
incorporated herein by reference).
------- -------- ---------------------------------------------------------------
10.14 Promissory note executed by us to repay Camden Holdings, Inc.
dated June 8, 2006 (previously filed and incorporated herein by
reference)
------- -------- ---------------------------------------------------------------
31 31.1 Certification by Jon Carlson, Chief Executive Officer, as
required under Section 302 of Sarbannes-Oxley Act of 2002,
attached hereto.
------- -------- ---------------------------------------------------------------
31.2 Certification by Jon Carlson, 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.
No reports on Form 8-K were filed for the quarter ended September 30, 2006.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NATIONAL HEALTHCARE TECHNOLOGY, INC.
Date: November 18, 2006
By: /s/ Jon Carlson
-------------------------------------
Jon Carlson
Chief Executive Officer
6