Dave Neville
Attorney at Law Telephone: (805) 640-6468
111 West Topa Topa Street Facsimile: (805) 669-4462
Ojai, California 93023 Email: dave_n@scglobal.net
June 14, 2006
Securities and Exchange Commission BY FACSIMILE
Division of Corporate Finance TOTAL NO. OF PAGES: 9
Washington, D.C. 20549 FAX NO.: 202-942-9516
Attn: Babette Cooper
Re: National Healthcare Technology, Inc.
Form 8-K
Filed May 25, 2006
Dear Ms. Cooper:
I write to respond to your comments in your letter dated June 2, 2006 in regards
to the abovereferenced matter.
Comment 1 and 2
The following paragraph has been added:
These errors in the Company's Form 10-QSB for the three months ended
September 30, 2006, and their effect on our financial statements were
discussed between the Company's chief executive officer and the
Company's independent accountant during the audit of the Company's
10-KSB. Though the full extent of the errors were not realized until
the Form 10-KSB for the year ended December 31, 2005, was completed,
management had concluded by May 16, 2006, that the financial statements
included in the Company's 10-QSB for the period ended September 30,
2005, should not be relied upon and would need to be restated.
Comment 3
The following description of the errors discovered prompting the filing of the
8-K have been added:
A. The Company did not correctly record the liabilities assumed in the
reverse merger of $200,000 in the period ended September 30, 2005.
B. The Company incorrectly record $278,800 of advances from a related
party in the period ended September 30, 2005.
C. The Company incorrectly recorded $98,912 of deferred stock
compensation and related amortization expense in conjunction with the
issuance of stock options and warrants in the period ended September
30, 2005.
D. The Company failed to record certain technology license royalty
expenses of $1,764 in the period ended September 30, 2005.
E. The Company failed to accrue $45,000 of professional fees in the
period ended September 30, 2005.
F. The Company incorrectly reported equity transfers of common stock
and made incorrect warrant expense entries in the period ended
September 30, 2005.
Comment 4
The Company's 10-QSB/A for the three months ended September 30, 2005 and for the
period from January 27, 2005 (inception) through September 30, 2005 was filed on
June 8, 2006.
A statement from the Company acknowledging the items requested in your letter is
attached hereto.
Very truly yours,
/s/ Dave Neville
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DLN\dn
I, Ross Lyndon-James, the Chief Executive Officer of National Healthcare
Technology, Inc. (the "Company") do hereby acknowledge the following:
o The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o Staff comments or changes to disclosure in response to the staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and
o The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Dated: June 14, 2006
/s/ Ross Lyndon-James
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Ross Lyndon-James
Chief Executive Officer
National Healthcare Technology, Inc.