================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    -----------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                    -----------------------------------------

                             National Healthcare Technology, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                          91-1869677
-------------------------------                         -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                        1660 Union Street, Suite 200
                         San Diego, California 92101
                ------------------------------------------------
              (Address of principal executive offices) (Zip code)


                   2006-1 CONSULTANT AND EMPLOYEE SERVICES PLAN
                     --------------------------------------
                              (Full title of plan)

                               Samvel Petrossian,
                               Chief Executive Officer
                         9595 Wilshire Blvd., Suite 510
                             Beverly Hills, CA 90212
                       -----------------------------------
                        (Name and address of agent for service)


                                       (310) 275-9095
                       ------------------------------------
             (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------

                                              Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price       aggregate offering    Amount of
to be registered        registered (1)        per share            price                 registration fee
----------------------- --------------------- -------------------- --------------------- ----------------

<S>                     <C>                   <C>                  <C>                    <C>
Common Stock            3,800,000             $0.39(2)             $1,482,000             $158.57
($.001 par value)
----------------------- --------------------- -------------------- --------------------- ----------------
</TABLE>


(1) This registration statement shall also cover any additional shares of Common
Stock which become  issuable  under the plan being  registered  pursuant to this
registration   statement  by  reason  of  any  stock   dividend,   stock  split,
recapitalization or any other similar  transaction  effected without the receipt
of  consideration  which results in an increase in the number of the outstanding
shares  of  Common  Stock  of  National   Healthcare   Technology,   Inc.   (the
"Registrant").

(2)  Estimated in accordance  with Rules 457(c) and (h)(1) under the  Securities
Act of 1933, as amended (the "Securities  Act"), the proposed maximum  aggregate
offering price and the amount of the registration fee are based upon the average
of the high and low sale prices for a share of Common Stock of the Registrant as
reported on the OTC Nasdaq Stock Market on September 13, 2006.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

         Not required to be filed in this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information

         Not required to be filed in this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         This  Registration  Statement  incorporates  herein  by  reference  the
following  documents  which  have been filed with the  Securities  and  Exchange
Commission (the "Commission") by the Registrant:

         (a) The Registrant's  Annual Report on Form 10K-SB/A for the year ended
December 31, 2005;

         (b) The Registrant's Quarterly Reports on Form 10-QSB/A and Form 10-QSB
for the quarters ended March 31, 2006, and June 30, 2006, respectively;

         (c) The Registrant's Form 10SB12G filed on January 14, 2000 pursuant to
Section 12 of the Exchange  Act, in which there is described  the terms,  rights
and provisions applicable to the Registrant's outstanding common stock.

         All  other  documents  filed  by the  Registrant  with  the  Commission
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent
to the  date of  this  Registration  Statement  and  prior  to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered have been sold or which  de-registers  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

         Any statement contained herein or in a document  incorporated herein by
reference  shall be deemed to be modified or superseded  for purposes  hereof to
the extent that a statement  contained herein or in any other subsequently filed
document incorporated herein by reference modifies or supersedes such statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

The Company  shall  indemnify  to the fullest  extent  permitted  by, and in the
manner permissible under the laws of the State of Colorado,  any person made, or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a  director  or  officer  of the  Company,  or served  any other  enterprise  as
director,  officer  or  employee  at the  request of the  Company.  The Board of
Directors,  in its discretion,  shall have the power on behalf of the Company to
indemnify  any person,  other than a director  or  officer,  made a party to any
action,  suit or  proceeding  by  reason  of the fact  that  he/she is or was an
employee of the Company.

Pursuant to the Company's bylaws, the Company shall have the right to indemnify,
to  purchase  indemnity  insurance  for,  and to pay and  advance  expenses  to,
Directors, Officers and other persons who are eligible for, or entitled to, such
indemnification,  payments or advances,  in  accordance  with and subject to the
provisions of Colorado Business  Corporations Act and any amendments thereto, to
the extent  such  indemnification,  payments or  advances  are either  expressly
required  by  such  provisions  or are  expressly  authorized  by the  Board  of

                                      -2-
<PAGE>

Directors  within  the scope of such  provisions.  The right of the  Company  to
indemnify  such persons shall  include,  but not be limited to, the authority of
the  Company to enter into  written  agreements  for  indemnification  with such
persons.

Subject  to the  provisions  of  Colorado  Business  Corporations  Act  and  any
amendments  thereto,  a Director of the  Corporation  shall not be liable to the
Corporation or its  shareholders  for monetary damages for an act or omission in
the  Director's  capacity as a Director,  except  that this  provision  does not
eliminate  or limit the  liability  of a Director to the extent the  Director is
found liable for:

1) a  breach  of the  Director's  duty  of  loyalty  to the  Corporation  or its
shareholders;

2) an act or omission not in good faith that constitutes a breach of duty of the
Director to the  Corporation  or an act or omission  that  involves  intentional
misconduct or a knowing violation of the law;

3) A transaction from which the Director received an improper  benefit,  whether
or not the  benefit  resulted  from an  action  taken  within  the  scope of the
Director's office; or

4) an act or  omission  for which  the  liability  of a  Director  is  expressly
provided by an applicable statute.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Reference is made to the Exhibit Index.

Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

         (1) To file during any period in which  offers or sales are being made,
a post-effective amendment to this Registration Statement:

              (i) To include any prospectus  required by Section 10(a)(3) of the
securities Act 1933:

              (ii) To  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement:

              (iii) To include any material information with respect to the plan
of distribution not previously  disclosed in this Registration  Statement or any
material change to such information in this  Registration  Statement;  provided,
however,  that  paragraph  (1)(i) and  (1)(ii)  do not apply if the  information
required to be included in a  post-effective  amendment  by those  paragraph  is
contained  in periodic  reports  filed by the Company  pursuant to Section 13 or
Section 15 (d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

         (2)   That  for the  purpose  of determining any  liability  under  the
Securities Act of 1933, each such  post-effective  amendments shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

         (3)   To remove from registration by mean of a post-effective amendment
any of the  securities  being  registered  hereunder  that remain  unsold at the
termination of the offering.

         (4) That, for the purpose of determining liability under the Securities
Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration  statement  relating  to  an  offering,   other  than  registration
statements  relying on Rule 430B or other than prospectuses filed in reliance on
Rule  430A,  shall be  deemed  to be part of and  included  in the  registration
statement  as of the  date  it is  first  used  after  effectiveness;  provided,
however,  that no statement made in a registration  statement or prospectus that
is part of the  registration  statement  or made in a document  incorporated  or
deemed


                                      -3-
<PAGE>

incorporated by reference into the registration  statement or prospectus that is
part  of the  registration  statement  will,  as to a  purchaser  with a time of
contract of sale prior to such first use, supersede or modify any statement that
was  made in the  registration  statement  or  prospectus  that  was part of the
registration  statement or made in any such document  immediately  prior to such
date of first use.

         (5) That,  for the purpose of  determining  liability of the Registrant
under the  Securities  Act to any purchaser in the initial  distribution  of the
securities,  the Registrant  undertakes that in a primary offering of securities
of the Registrant  pursuant to this  registration  statement,  regardless of the
underwriting  method  used to  sell  the  securities  to the  purchaser,  if the
securities  are  offered  or sold  to  such  purchaser  by  means  of any of the
following  communications,  the Registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such  purchaser:  (i) any
preliminary  prospectus or prospectus of the Registrant relating to the offering
required to be filed  pursuant  to Rule 424;  (ii) any free  writing  prospectus
relating to the offering  prepared by or on behalf of the  Registrant or used or
referred  to by the  Registrant;  (iii) the  portion of any other  free  writing
prospectus relating to the offering  containing  material  information about the
Registrant or its  securities  provided by or on behalf of the  Registrant;  and
(iv)  any  other  communication  that is an offer  in the  offering  made by the
Registrant to the purchaser.

         (b) The  undersigned  Company  hereby  undertakes  that for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
company's  annual  report  pursuant  to  Section 13 (a) or Section 15 (d) of the
Securities and Exchange Act of 1934 (and,  where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the above-described  provisions or otherwise,
the  Company  has  been  advised  that in the  opinion  of the  Commission  such
indemnification  is against  public policy as expressed in the Securities act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.

                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in  the City of  Beverly Hills, State of California on September 15,
2006.

                                   National Healthcare Technology, Inc.


                                   By   /s/ Samvel Petrossian
                                   ---------------------------------------------
                                   Samvel Petrossian, Chief Executive Officer


                                      -4-
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Samvel  Petrossian his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name,  place and stead, in any and all  capacities,  to sign,
execute and file this  Registration  Statement  and any  amendments  (including,
without limitation,  post-effective  amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and all documents required to be
filed with respect therewith, with the Securities and Exchange Commission or any
regulatory  authority,  granting unto such attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in connection  therewith and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if  personally   present,   hereby   ratifying  and  confirming  all  that  such
attorney-in-fact  and  agent  or his or their  substitute  or  substitutes,  may
lawfully do or cause to be done.


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                           Title                             Date
---------                           -----                             ----

/s/ Samvel Petrossian      Member of the Board of Directors   September 15, 2006
---------------------      and Chief Executive Officer
Samvel Petrossian

/s/ William Courtney       Member of the Board of Directors   September 15, 2006
---------------
William Courtney




EXHIBIT INDEX

Exhibit                               Description
-------                               -----------
No.
-------

  5.1    Legal  Opinion of Dave  Neville,  as to the legality of the  securities
         being offered (filed herewith).
10.15    2006-1 Consultant and Employee Services Plan (filed herewith).
23.1     Consent  of  Samvel  Petrossian,  Chief  Executive  Officer,  and Chief
         Financial Officer of the Registrant (included in Exhibit 5.1).
23.2     Consent of LBB  Associates,  Ltd.,  LLP,  Inc,  Independent  Registered
         Public Accounting Firm (filed herewith).
24       Power of Attorney  (included  on  signature  page of this  Registration
         Statement).

                                      -5-
[{"type": "S-8", "sequence": "1", "filename": "nhct-s8061306.txt", "description": "NHCT S-8 061306", "secsgml_size_bytes": 18479}]
{"company-data": {"conformed-name": "NATIONAL HEALTHCARE TECHNOLOGY INC", "cik": "0001024626", "assigned-sic": "9995", "irs-number": "911869677", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-137372", "film-number": "061093811"}, "business-address": {"street1": "21800 OXNARD STREET SUITE 440", "street2": "818-831-8300", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367", "phone": "8185988888"}, "mail-address": {"street1": "21800 OXNARD STREET SUITE 440", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    -----------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                    -----------------------------------------

                             National Healthcare Technology, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                          91-1869677
-------------------------------                         -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                        1660 Union Street, Suite 200
                         San Diego, California 92101
                ------------------------------------------------
              (Address of principal executive offices) (Zip code)

                   2006-1 CONSULTANT AND EMPLOYEE SERVICES PLAN
                     --------------------------------------
                              (Full title of plan)

                               Samvel Petrossian,
                               Chief Executive Officer
                         9595 Wilshire Blvd., Suite 510
                             Beverly Hills, CA 90212
                       -----------------------------------
                        (Name and address of agent for service)

                                       (310) 275-9095
                       ------------------------------------
             (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------

                                              Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price       aggregate offering    Amount of
to be registered        registered (1)        per share            price                 registration fee
----------------------- --------------------- -------------------- --------------------- ----------------
Common Stock            3,800,000             $0.39(2)             $1,482,000             $158.57
($.001 par value)
----------------------- --------------------- -------------------- --------------------- ----------------
(1) This registration statement shall also cover any additional shares of Common
Stock which become  issuable  under the plan being  registered  pursuant to this
registration   statement  by  reason  of  any  stock   dividend,   stock  split,
recapitalization or any other similar  transaction  effected without the receipt
of  consideration  which results in an increase in the number of the outstanding
shares  of  Common  Stock  of  National   Healthcare   Technology,   Inc.   (the
"Registrant").

(2)  Estimated in accordance  with Rules 457(c) and (h)(1) under the  Securities
Act of 1933, as amended (the "Securities  Act"), the proposed maximum  aggregate
offering price and the amount of the registration fee are based upon the average
of the high and low sale prices for a share of Common Stock of the Registrant as
reported on the OTC Nasdaq Stock Market on September 13, 2006.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

         Not required to be filed in this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information

         Not required to be filed in this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         This  Registration  Statement  incorporates  herein  by  reference  the
following  documents  which  have been filed with the  Securities  and  Exchange
Commission (the "Commission") by the Registrant:

         (a) The Registrant's  Annual Report on Form 10K-SB/A for the year ended
December 31, 2005;

         (b) The Registrant's Quarterly Reports on Form 10-QSB/A and Form 10-QSB
for the quarters ended March 31, 2006, and June 30, 2006, respectively;

         (c) The Registrant's Form 10SB12G filed on January 14, 2000 pursuant to
Section 12 of the Exchange  Act, in which there is described  the terms,  rights
and provisions applicable to the Registrant's outstanding common stock.

         All  other  documents  filed  by the  Registrant  with  the  Commission
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent
to the  date of  this  Registration  Statement  and  prior  to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered have been sold or which  de-registers  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

         Any statement contained herein or in a document  incorporated herein by
reference  shall be deemed to be modified or superseded  for purposes  hereof to
the extent that a statement  contained herein or in any other subsequently filed
document incorporated herein by reference modifies or supersedes such statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

The Company  shall  indemnify  to the fullest  extent  permitted  by, and in the
manner permissible under the laws of the State of Colorado,  any person made, or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a  director  or  officer  of the  Company,  or served  any other  enterprise  as
director,  officer  or  employee  at the  request of the  Company.  The Board of
Directors,  in its discretion,  shall have the power on behalf of the Company to
indemnify  any person,  other than a director  or  officer,  made a party to any
action,  suit or  proceeding  by  reason  of the fact  that  he/she is or was an
employee of the Company.

Pursuant to the Company's bylaws, the Company shall have the right to indemnify,
to  purchase  indemnity  insurance  for,  and to pay and  advance  expenses  to,
Directors, Officers and other persons who are eligible for, or entitled to, such
indemnification,  payments or advances,  in  accordance  with and subject to the
provisions of Colorado Business  Corporations Act and any amendments thereto, to
the extent  such  indemnification,  payments or  advances  are either  expressly
required  by  such  provisions  or are  expressly  authorized  by the  Board  of

                                      -2-
Directors  within  the scope of such  provisions.  The right of the  Company  to
indemnify  such persons shall  include,  but not be limited to, the authority of
the  Company to enter into  written  agreements  for  indemnification  with such
persons.

Subject  to the  provisions  of  Colorado  Business  Corporations  Act  and  any
amendments  thereto,  a Director of the  Corporation  shall not be liable to the
Corporation or its  shareholders  for monetary damages for an act or omission in
the  Director's  capacity as a Director,  except  that this  provision  does not
eliminate  or limit the  liability  of a Director to the extent the  Director is
found liable for:

1) a  breach  of the  Director's  duty  of  loyalty  to the  Corporation  or its
shareholders;

2) an act or omission not in good faith that constitutes a breach of duty of the
Director to the  Corporation  or an act or omission  that  involves  intentional
misconduct or a knowing violation of the law;

3) A transaction from which the Director received an improper  benefit,  whether
or not the  benefit  resulted  from an  action  taken  within  the  scope of the
Director's office; or

4) an act or  omission  for which  the  liability  of a  Director  is  expressly
provided by an applicable statute.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Reference is made to the Exhibit Index.

Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

         (1) To file during any period in which  offers or sales are being made,
a post-effective amendment to this Registration Statement:

              (i) To include any prospectus  required by Section 10(a)(3) of the
securities Act 1933:

              (ii) To  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement:

              (iii) To include any material information with respect to the plan
of distribution not previously  disclosed in this Registration  Statement or any
material change to such information in this  Registration  Statement;  provided,
however,  that  paragraph  (1)(i) and  (1)(ii)  do not apply if the  information
required to be included in a  post-effective  amendment  by those  paragraph  is
contained  in periodic  reports  filed by the Company  pursuant to Section 13 or
Section 15 (d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

         (2)   That  for the  purpose  of determining any  liability  under  the
Securities Act of 1933, each such  post-effective  amendments shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

         (3)   To remove from registration by mean of a post-effective amendment
any of the  securities  being  registered  hereunder  that remain  unsold at the
termination of the offering.

         (4) That, for the purpose of determining liability under the Securities
Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration  statement  relating  to  an  offering,   other  than  registration
statements  relying on Rule 430B or other than prospectuses filed in reliance on
Rule  430A,  shall be  deemed  to be part of and  included  in the  registration
statement  as of the  date  it is  first  used  after  effectiveness;  provided,
however,  that no statement made in a registration  statement or prospectus that
is part of the  registration  statement  or made in a document  incorporated  or
deemed

                                      -3-
incorporated by reference into the registration  statement or prospectus that is
part  of the  registration  statement  will,  as to a  purchaser  with a time of
contract of sale prior to such first use, supersede or modify any statement that
was  made in the  registration  statement  or  prospectus  that  was part of the
registration  statement or made in any such document  immediately  prior to such
date of first use.

         (5) That,  for the purpose of  determining  liability of the Registrant
under the  Securities  Act to any purchaser in the initial  distribution  of the
securities,  the Registrant  undertakes that in a primary offering of securities
of the Registrant  pursuant to this  registration  statement,  regardless of the
underwriting  method  used to  sell  the  securities  to the  purchaser,  if the
securities  are  offered  or sold  to  such  purchaser  by  means  of any of the
following  communications,  the Registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such  purchaser:  (i) any
preliminary  prospectus or prospectus of the Registrant relating to the offering
required to be filed  pursuant  to Rule 424;  (ii) any free  writing  prospectus
relating to the offering  prepared by or on behalf of the  Registrant or used or
referred  to by the  Registrant;  (iii) the  portion of any other  free  writing
prospectus relating to the offering  containing  material  information about the
Registrant or its  securities  provided by or on behalf of the  Registrant;  and
(iv)  any  other  communication  that is an offer  in the  offering  made by the
Registrant to the purchaser.

         (b) The  undersigned  Company  hereby  undertakes  that for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
company's  annual  report  pursuant  to  Section 13 (a) or Section 15 (d) of the
Securities and Exchange Act of 1934 (and,  where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the above-described  provisions or otherwise,
the  Company  has  been  advised  that in the  opinion  of the  Commission  such
indemnification  is against  public policy as expressed in the Securities act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in  the City of  Beverly Hills, State of California on September 15,
2006.

                                   National Healthcare Technology, Inc.

                                   By   /s/ Samvel Petrossian
                                   ---------------------------------------------
                                   Samvel Petrossian, Chief Executive Officer

                                      -4-
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Samvel  Petrossian his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name,  place and stead, in any and all  capacities,  to sign,
execute and file this  Registration  Statement  and any  amendments  (including,
without limitation,  post-effective  amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and all documents required to be
filed with respect therewith, with the Securities and Exchange Commission or any
regulatory  authority,  granting unto such attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in connection  therewith and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if  personally   present,   hereby   ratifying  and  confirming  all  that  such
attorney-in-fact  and  agent  or his or their  substitute  or  substitutes,  may
lawfully do or cause to be done.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                           Title                             Date
---------                           -----                             ----

/s/ Samvel Petrossian      Member of the Board of Directors   September 15, 2006
---------------------      and Chief Executive Officer
Samvel Petrossian

/s/ William Courtney       Member of the Board of Directors   September 15, 2006
---------------
William Courtney

EXHIBIT INDEX

Exhibit                               Description
-------                               -----------
No.
-------

  5.1    Legal  Opinion of Dave  Neville,  as to the legality of the  securities
         being offered (filed herewith).
10.15    2006-1 Consultant and Employee Services Plan (filed herewith).
23.1     Consent  of  Samvel  Petrossian,  Chief  Executive  Officer,  and Chief
         Financial Officer of the Registrant (included in Exhibit 5.1).
23.2     Consent of LBB  Associates,  Ltd.,  LLP,  Inc,  Independent  Registered
         Public Accounting Firm (filed herewith).
24       Power of Attorney  (included  on  signature  page of this  Registration
         Statement).

                                      -5-