TABLE OF CONTENTS



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|PART I.   |                                                                                                        |  |  |     
|          | Item       1.     Description of Business                                                              |  |  | 3    | 
|          | Item       2.     Description of Property                                                              |  |  | 6    | 
|          | Item       3.     Legal Proceedings                                                                    |  |  | 6    | 
|          | Item       4.     Submission of Matters to a Vote of Security Holders                                  |  |  | 7    | 
|PART II.  |                                                                                                        |  |  |     
|          | Item       5.     Market for Common Equity and Related Stockholder Matters                             |  |  | 7    | 
|          | Item       6.     Management's Discussion and Analysis                                                 |  |  | 8    | 
|          | Item       7.     Financial Statements                                                                 |  |  | 14   | 
|          | Item       8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  |  | 15   | 
|          | Item     8A.     Controls and Procedures                                                               |  |  | 15   | 
|PART III. |                                                                                                        |  |  |     
|          | Item       9.     Directors and Executive Officer                                                      |  |  | 16   | 
|          | Item     10.     Executive Compensation                                                                |  |  | 17   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                        |  |  | 18   | 
|          | Item     12.     Certain Relationships and Related Transactions                                        |  |  | 19   | 
|          | Item     13.     Exhibits                                                                              |  |  | 19   | 
|          | Item     14.     Principal Accountant Fees and Services                                                |  |  | 19   | 
|          | Signatures                                                                                             |  |  | 21   | 
|          | Index to Exhibits                                                                                      |  |  | 22   | 
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HEALTHBRIDGE INC.

(A DEVELOPMENT STAGE COMPANY)



INDEX

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|                                                         | 
|Report of Chisholm, Bierwolf and Nilson, LLLC            | 
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|Report of Jones Simkins, P.C.                            | 
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|Consolidated Balance Sheet                               | 
|                                                         | 
|Consolidated Statements of Operations                    | 
|                                                         | 
|Consolidated Statements of Stockholders' Equity(Deficit) | 
|                                                         | 
|Consolidated Statements of Cash Flows                    | 
|                                                         | 
|Notes to Consolidated Financial Statements               | 

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                                     
|----------- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation of the Company (incorporated by reference from the Form 10-SB filed with the
 Commission on April 17, 2000                                                                                                            
|3(i)(b)     | *        | Amendment to Articles of Incorporation of the Company (incorporated by reference from the Form 10-SB
 filed with the Commission on April 17, 2000                                                                                               
|3(i)(c)     | *        | Amendment to Articles of Incorporation of the Company (incorporated by reference from the Form 10-SB
 filed with the Commission on April 17, 2000                                                                                               
|3(i)(d)     | *        | Amended and Restated Articles of Incorporation of the Company(incorporated by reference from the Form
 10-SB filed with the Commission on April 17, 2000                                                                                        
|3(i)(e)     | *        | Amended and Restated Articles of Incorporation of the Company(incorporated by reference from the Form
 10-QSB filed with the Commission on November 17, 2003                                                                                    
|3(ii)       | *        | Bylaws of the Company (incorporated by reference from the Form 10-SB filed with the Commission on April
 17, 2000                                                                                                                               
|10(i)       | *        | Intellectual Property Assignment and Sale Agreement between the Company and Sellers (incorporated by
 reference from the Form 8-K filed with the Commission on February 12, 2002                                                                
|10(ii)      | *        | Secured Loan Agreement Incorporated by reference from the Form 8-K filed with the Commission on February
 12, 2002                                                                                                                              
|10(iii)     | *        | Amendment to Intellectual Property Assignment and Sale Agreement dated March 28, 2002 (incorporated by
 reference from the Form 10-KSB filed with the Commission on April 15, 2002                                                              
|10(iv)      | *        | Amendment to Intellectual Property Assignment and Sale Agreement dated April 10, 2002 (incorporated by
 reference from the Form 10-KSB filed with the Commission on April 15, 2002                                                              
|14          | *        | Code of Ethics, adopted as of March 1, 2004 (incorporated by reference from the form 10QSB filed with
 the Commission on November 17, 2004                                                                                                      
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-15(e) and
 15d-15(e) of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002.
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                               

* Incorporated by reference to prior filings with the Securities and Exchange Commission.