U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 FORM
10-QSB
 
 
 Quarterly
report under Section 13 or 15(d) of the
 Securities
Exchange Act of 1934
 
 For the
quarterly period ended March
31, 2005
 
 
 Commission
File Number 000-50665
 
 
 BRIGHTON
INVESTMENT HOLDING CO., INC.
 (Name of
Small Business Issuer in Its Charter)
 
 
 Delaware
    03-0451485(State
      of Incorporation)
    (IRS
      Identification Number)
 
 275
Fifth Avenue, New York, New York 10001
 (Address
of principal executive offices)(Zip Code)
 
 (212)
447-6538
 (Issuer's
telephone number, including area code)
 
 
 Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
 
 Yes X No
 
 
 As of May
15, 2005 there were 500,000 shares of the issuer's common stock, $.0001 par
value per share, issued and outstanding.
 
 
 
 BRIGHTON
INVESTMENT HOLDING CO., INC.
 FORM
10-QSB
 March 31,
2005
 
 
 INDEX
 
 
 PART
      I - FINANCIAL INFORMATION
    PAGEItem
      1 - FINANCIAL STATEMENTS (UNAUDITED)
    3Balance
      Sheet -March
      31, 2005 and December 31, 2004Statements
      of Operations -Three
      Months Ended March 31, 2005Statements
      of Cash Flows -Three
      Months Ended March 31, 2005Notes
      to Financial Statements -Three
      Months Ended March 31, 20054Item
      2 - PLAN OF OPERATIONItem
      3 -CONTROLS
      AND PROCEDURES
    5PART
      II- OTHER INFORMATIONItem
      1 - LEGAL PROCEEDINGS
    6Item
      2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
    6Item
      3 - DEFAULTS UPON SENIOR SECURITIES
    6Item
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    6Item
      5 - OTHER INFORMATION
    6Item
      6 - EXHIBITS AND REPORTS ON FORM 8-K
    6
 
 
  2
  BRIGHTON
INVESTMENT HOLDING CO., INC.
 FORM
10-QSB
 MARCH 31,
2005
 
 
 PART I -
FINANCIAL INFORMATION
 
 Item 1 - FINANCIAL
STATEMENTS (UNAUDITED)
 
 **BRIGHTON
INVESTMENT HOLDING CO., INC.**
**(A
Development Stage Company)**
**Index
to Financial Statements**


PageFinancial
      Statements:Balance
      Sheets as of March 31, 2005 (unaudited)and
      December 31, 2004
    F-2Statements
      of Operations for the three monthsended
      March 31, 2005 and 2004 and for theperiod
      May 28, 2002 to March 31, 2005 (unaudited)
    F-3Statements
      of Cash Flows for the three monthsended
      March 31, 2005 and 2004 and for theperiod
      May 28, 2002 to March 31, 2005 (unaudited)
    F-4Notes
      to Financial Statements
    F-5


F-1


**BRIGHTON
      INVESTMENT HOLDING CO., INC.****(A
      Development Stage Company)****Balance
      Sheets****March
      31,**
    
    
    **December
      31,****2005**
    
    
    **2004****(Unaudited)****Assets**Current
      assets:Cash
    
    
    $
    3,732
    
    $
    4,320Restricted cash held in escrow account
    
    
    
    90,000
    
    
    100,000Total current
      assets
    
    
    
    93,732
    
    
    104,320Other
      assets
    
    
    
    -
    
    
    -Total
      assets
    
    
    $
    93,732
    
    $
    104,320**Liabilities
      and Stockholders' Equity**Current
      liabilities:Accounts payable and accrued expenses
    
    
    $
    2,037
    
    $
    151Total current
      liabilities
    
    
    
    2,037
    
    
    151Other
      liabilities
    
    
    
    -
    
    
    -Total
      liabilities
    
    
    
    2,037
    
    
    151Common
      stock subject to possible redemption;200,000 shares at redemption value
    
    
    
    90,000
    
    
    90,000Stockholders'
      equity:Preferred stock, $.0001 par value;5,000,000 shares authorized, none issued
    
    
    
    -
    
    
    -Common stock, $.0001 par value; 30,000,000 sharesauthorized, issued and outstanding 500,000 shares(including 200,000 shares subject to possibleredemption) and 300,000 shares, respectively
    
    
    
    50
    
    
    50Additional paid-in capital
    
    
    
    29,950
    
    
    29,950Deficit accumulated during the development stage
    
    
    
    (28,305)
    
    
    (15,831)Total stockholders'
      equity
    
    
    
    1,695
    
    
    14,169Total
      liabilities and stockholders' equity
    
    
    $
    93,732
    
    $
    104,320See
      notes to financial statements.
 F-2
 
 **BRIGHTON
      INVESTMENT HOLDING CO., INC.****(A
      Development Stage Company)****Statements
      of Operations****(Unaudited)****Cumulative
      During****Three
      Months Ended**
    
    
    **the
      Development Stage****March
      31,**
    
    
    **(May
      28, 2002 to****2005**
    
    
    **2004**
    
    
    **March
      31, 2005)**Revenues
    $
    -
    
    $
    -
    
    $
    -Expenses:General and administrative
    
    12,474
    
    
    1,325
    
    
    28,305Total
      expenses
    
    12,474
    
    
    1,325
    
    
    28,305Net
      loss
    $
    (12,474)
    
    $
    (1,325)
    
    $
    (28,305)Net
      loss per share, basic and diluted
    $
    (0.04)
    
    $
    (0.00)Weighted
      average number of commonshares outstanding, basic and diluted
    
    500,000
    
    
    300,000See
      notes to financial statements.

F-3
**BRIGHTON
      INVESTMENT HOLDING CO., INC.****(A
      Development Stage Company)****Statements
      of Cash Flows**(Unaudited)**Cumulative
      During****Three
      Months Ended**
    
    
    **the
      Development Stage****March
      31,**
    
    
    **(May
      28, 2002 to****2005**
    
    
    **2004**
    
    
    **March
      31, 2005)**Cash
      flows from operating activities:Net loss
    $
    (12,474)
    
    $
    (1,325)
    
    $
    (28,305)Changes in operating assets and liabilities:Accounts payable
      and accrued expenses
    
    1,886
    
    
    4,148
    
    
    2,037Net cash provided
      by (used for)operating
      activities
    
    (10,588)
    
    
    2,823
    
    
    (26,268)Cash
      flows from investing activities
    
    -
    
    
    -
    
    
    -Cash
      flows from financing activities:Proceeds from sales of common stock
    
    -
    
    
    -
    
    
    30,000Capital contribution
    
    -
    
    
    -
    
    
    10,000Public offering costs incurred
    
    -
    
    
    (3,500)
    
    
    (20,000)Release of restricted cash held inescrow account
    
    10,000
    
    
    -
    
    
    10,000Net cash provided by (used for)financing activities
    
    10,000
    
    
    (3,500)
    
    
    30,000Net
      increase (decrease) in cash
    
    -
    
    
    (677)
    
    
    3,732Cash,
      beginning of period
    
    599
    
    
    10,681
    
    
    -Cash,
      end of period
    $
    599
    
    $
    10,004
    
    $
    3,732Supplemental
      disclosures ofcash flow information:Interest paid
    $
    -
    
    $
    -
    
    $
    -Income taxes paid
    $
    -
    
    $
    -
    
    $
    -Schedule
      of non-cash financing activities:Restricted cash held in escrow accountreceived in connection with publicoffering of common stock (subject topossible redemption)
    $
    -
    
    $
    -
    
    $
    90,000See
      notes to financial statements.

F-4
**BRIGHTON
INVESTMENT HOLDING CO., INC.**
**(A
Development Stage Company)**
**Notes
to Financial Statements**
**For
the Three Months Ended March 31,**
**2005
and 2004 and For the Period**
**May
28, 2002 (Date of Inception) to March 31, 2005**
**(Unaudited)**


**NOTE
1 - INTERIM FINANCIAL STATEMENTS**

The
unaudited financial statements as of March 31, 2005 and for the three months
ended March 31, 2005 and 2004 have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and with instructions to Form 10-QSB. In the opinion of management,
the unaudited financial statements have been prepared on the same basis as the
annual financial statements and reflect all adjustments, which include only
normal recurring adjustments, necessary to present fairly the financial position
as of March 31, 2005 and the results of operations and cash flows for the three
month periods ended March 31, 2005 and 2004. The financial data and other
information disclosed in these notes to the interim financial statements related
to these periods are unaudited. The results for the three month period ended
March 31, 2005 are not necessarily indicative of the results to be expected for
any subsequent quarter of the entire year ending December 31, 2005. The balance
sheet at December 31, 2004 has been derived from the audited financial
statements at that date.

Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission’s rules and regulations. These unaudited financial
statements should be read in conjunction with our audited financial statements
and notes thereto for the year ended December 31, 2004 as included in our report
on Form 10-KSB.


**NOTE
2 - ORGANIZATION**

Brighton
Investment Holding Co., Inc. (“Brighton” or the “Company”) was incorporated in
the State of Delaware on May 28, 2002. The Company is a “blank check” company
that is seeking a suitable business to merge with or acquire.


**NOTE
3 - PUBLIC OFFERING**

On
February 13, 2004, the Company’s registration statement involving a public
offering of Company common stock (the ”Offering”) was declared effective by the
Securities and Exchange Commission (the “SEC”). The Offering, which was
completed in July 2004, was for the sale of 200,000 shares of the Company’s
common stock at a purchase price of $.50 per share. The shares were sold
exclusively by the Company in a self-underwritten offering on an all or none
basis. The $100,000 in offering proceeds (less $10,000) will remain in escrow
until the Company has completed a merger or acquisition according to the terms
of Rule 419 of the Securities Act of 1933.

Rule 419
requires that offering proceeds after deduction for underwriting commissions,
underwriting expenses and deal allowances and securities issued be deposited
into an escrow or trust account (the “Deposited Funds” and “Deposited
Securities”, respectively) governed by an agreement which contains certain terms
and provisions specified by the Rule. Under Rule 419, the Deposited Funds and
Deposited Securities will be released to the Company and to the investors,
respectively, only after the Company has met the following three basic
conditions. First, the Company must execute an agreement(s) for an
acquisition(s) meeting certain prescribed criteria. Second, the Company must
file a post-effective amendment to the registration statement that includes the
terms of a reconfirmation offer that must contain conditions prescribed by the
rules. The post-effective amendment must also contain information regarding the
acquisition candidate(s) and its business(es), including audited financial
statements. The agreement(s) must include, as a condition precedent to their
consummation, a requirement that the number of investors representing 80% of the
maximum proceeds must elect to reconfirm their investments. Third, the Company
must conduct the reconfirmation offer and satisfy all of the prescribed
conditions, including the condition that investors representing 80% of the
Deposited Funds must elect to remain investors. The post-effective amendment
must also include the terms of the reconfirmation offer mandated by Rule 419.
The reconfirmation offer must include certain prescribed conditions that must be
satisfied before the Deposited Funds and Deposited Securities can be released
from escrow. After the Company submits a signed representation to the escrow
agent that the requirements of Rule 419 have been met and after the
acquisition(s) is consummated, the escrow agent can release the Deposited Funds
and Deposited Securities. Investors who do not reconfirm their investments will
receive the return of a pro-rata portion thereof; and in the event investors
representing less than 80% of the Deposited Funds reconfirm their investments,
the Deposited Funds will be returned to the investors on a pro-rata
basis.


**NOTE
4 - INCOME TAXES**

No
provisions for income taxes have been recorded since the Company has incurred
losses since inception.

At March
31, 2005, deferred tax assets consist of:


Net
      operating loss carryforwards
    $
    9,624Less
      valuation allowance
    
    __
      (9,624)Net
    $
    -

Based on
management ‘s present assessment, the Company has not yet determined it to be
more likely than not that a deferred tax asset of $9,624 attributable to the
future utilization of $28,305 of net operating loss carryforwards as of March
31, 2005 will be realized. Accordingly, the Company has provided a 100%
allowance against the deferred tax asset in the financial statements at March
31, 2005. The Company will continue to review this valuation allowance and make
adjustments as appropriate. The net operating loss carryforwards expire $988 in
2022, $1,831 in 2023, $13,012 in 2024 and $12,474 in 2025.

Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs. Therefore, the amount
available to offset future taxable income may be limited.


**NOTE
5 - AGREEMENT AND PLAN OF MERGER**

On
September 15, 2004, the Company executed an Agreement and Plan of Merger (the
“Merger Agreement”) with Impact Medical Solutions, Inc. (“Impact”). Among other
things, the Merger Agreement provides that, subject to satisfaction of certain
conditions, Brighton and Impact will merge and each share of Impact Common Stock
shall be converted into one share of Brighton Common Stock. The Merger Agreement
also provides that consummation of the Merger (the “Closing”) shall be held on
the second business day after satisfaction of the last to be satisfied of the
conditions set forth in the Merger Agreement. The Merger Agreement also provides
that either party may terminate the Merger Agreement if the Closing has not
occurred on before December 31, 2004.

Among
other things, the conditions required to be satisfied precedent to closing
include (1) a Brighton Post-Effective Amendment being declared effective by the
SEC and (2) Brighton shareholders representing a minimum of 80% of the offering
proceeds of Brighton’s public offering reconfirming their investments in
accordance with Rule 419 of the Securities Act of 1933 no later than August 13,
2005 (see note 3).

Impact is
a healthcare technology company. If the merger is consummated, Brighton will be
the surviving entity with current Impact shareholders owning approximately
14,458,560 shares of Brighton common stock, or approximately 96.7% of the
surviving entity. Accordingly, the merger will be treated as a purchase
acquisition of Brighton by Impact (a reverse acquisition).

According
to audited financial statements provided Brighton, Impact had assets and
stockholders’ equity as of December 31, 2004 of $813,488 and $492,765,
respectively. For the years ended December 31, 2004 and 2003, Impact’s revenues
were $0 and its net loss was $733,248 and $181,023, respectively.


**NOTE
6 - CONTINGENCY**

The
Company has been using its president’s residence as its office, at no cost to
the Company. Although there is no agreement between the parties, management
expects this arrangement to continue until a business combination is
effected.


F-5

3
Item 2.PLAN
OF OPERATION

Brighton
does not currently engage in any business activities which provide any cash
flow. Brighton completed its initial public offering of $100,000 on August 12,
2004. Since that time, 10% or $10,000 has been released to the company.

Brighton
may seek a business combination in the form of firms which have recently
commenced operations, are developing companies in need of additional funds for
expansion into new products or markets, are seeking to develop a new product or
service, or are established businesses which may be experiencing financial or
operating difficulties and are in need of additional capital. A business
combination may involve the acquisition of, or merger with, a company which does
not need substantial additional capital but which desires to establish a public
trading market for its shares, while avoiding what it may deem to be adverse
consequences of undertaking a public offering itself, such as time delays,
significant expense, loss of voting control and compliance with various Federal
and State securities laws.

On
September 14, 2004, Brighton entered into a merger agreement with Impact Medical
Solutions, Inc., a Nevada corporation in the healthcare information technology,
IMS has a single product, the Muscle Pattern Recognition System, a system
designed to discriminate between normal and abnormal muscle patterns. To date,
IMS has no sales revenues. IMS seeks to market its MPR systems to doctors,
hospitals and insurance companies. Pursuant to the Merger Agreement with IMS,
current shareholders of IMS will surrender their shares to the transfer agent
and will be issued a total of 14,458,560 shares of Brighton on a pro rata basis.
As a result, IMS shareholders will hold 96.7% of the shares of the surviving
entity.

Upon
consummation of a merger with IMS, there will be a change in control in Brighton
which will result in the resignation or removal of Brighton’s present officers
and directors.

Investors
should note that any merger or acquisition effected by Brighton can be expected
to have a significant dilutive effect on the percentage of shares held by
Brighton’s then-shareholders, including purchasers in this offering. Upon the
consummation of a business combination with IMS, current Brighton shareholders
will hold 3.3% of the surviving entity. Brighton has attempted to structure the
acquisition in a so-called "tax-free" reorganization under Sections 368(a)(1) or
351 of the Internal Revenue Code of 1954, as amended (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
IMS to own 80% or more of the voting stock of the surviving entity. In such
event, the shareholders of Brighton, would retain less than 20% of the issued
and outstanding shares of the surviving entity, which would be likely to result
in significant dilution in the equity of such shareholders.

Management
anticipates that it may be able to effect only one potential business
combination, due primarily to Brighton’s limited financing. As a result,
Brighton will not be able to offset potential losses from one venture against
gains from another.

An
analysis of a merger with IMS was undertaken by the officers and directors of
Brighton, none of whom is a professional business analyst. In analyzing
prospective business combinations, management considered such matters as the
available technical, financial, and managerial resources; working capital and
other financial requirements; prospects for the future; nature of present and
expected competition; the quality and experience of management services which
may be available and the depth of that management; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance or products; name identification; and other relevant factors.

4
Management
did not actively negotiate or otherwise consent to the purchase of any portion
of their common stock as a condition to or in connection with any proposed
merger.

Brighton
management believes that the securities to be issued in a merger with IMS will
be issued in reliance on exemptions from registration under applicable federal
and state securities laws.

Brighton
has adopted a policy that it will not pay a finder's fee to any member of
management for locating a merger or acquisition candidate. No member of
management intends to or may seek and negotiate for the payment of finder's
fees.

Item 3.CONTROLS
AND PROCEDURES

Brighton
maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in Brighton’s Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and
communicated to our management, including the Chief Executive Officer and
Principal Financial Officer, to allow timely decisions regarding required
disclosure.  Management necessarily applied its judgment in assessing the
costs and benefits of such controls and procedures which, by their nature, can
provide only reasonable assurance regarding management’s control objectives.
 Management, including our Chief Executive Officer and Chief Financial
Officer, concluded that our disclosure controls and procedures are effective in
reaching the level of reasonable assurance regarding management’s control
objectives.

Brighton
has carried out an evaluation, under the supervision and with the participation
of Brighton’s management, including Brighton’s Chief Executive Officer and
Principal Financial Officer, of the effectiveness of the design and operation of
Brighton’s disclosure controls and procedures pursuant to Exchange Act Rule
13a-15(b).  Based upon the foregoing, as of March 31, 2005, our Chief
Executive Officer and Chief Financial Officer, concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information relating to Brighton required to be included in Brighton’s Exchange
Act reports. There has been no change during Brighton’s fiscal quarter ended
March 31, 2005 in our internal control over financial reporting that was
identified in connection with the foregoing evaluation which has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.


5
PART II -
OTHER INFORMATION

Item 1.LEGAL
PROCEEDINGS

None

Item 2.UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3.DEFAULTS
UPON SENIOR SECURITIES

None

Item 4.SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

Item 5.OTHER
INFORMATION

None

Item 6.EXHIBITS

(a)Exhibits

Exhibit
      No.
    Description31.1
    Certification
      by Chief Executive Officer and Chief Financial Officer Pursuant to Section
      30232.1
    Certification
      by Chief Executive Officer and Chief Financial Officer Pursuant to Section
      906

6SIGNATURES

In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


BRIGHTON
      INVESTMENT HOLDING CO., INC.By:
      /s/ Michael CurtisMichael
      Curtis, President, DirectorDated:
      May 19, 2005