UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K





x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended: December 31, 2008o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from  N/A to
N/A








Bridgetech
Holdings International, Inc.


(Name of
small business issuer in its charter)







Delaware
            0-51697
            21-1992090(State
      or Other Jurisdiction
            (Commission
            (I.R.S.
      Employerof
      Incorporation)
            File
      Number)
            Identification
      No.)





PO
Box 1072


Cardiff,
CA  92007


(Address
of principal executive offices)




858-847-9090


(Registrant’s
telephone number, including area code)





Securities
      registered pursuant to Section 12(b) of the Act:Title
      of each class
                      
                      Name
      of each exchange on which registeredNONESecurities
      registered pursuant to Section 12(g) of the Act:COMMON
      STOCK, $.001 PAR VALUE(Title
      of Class)











Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


o Yes   
x No




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


o Yes   
x No




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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 xNo o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one):




Large accelerated filer
              Non-accelerated filer
            o
              o
            
            Accelerated filer
              Small
      Business Issuer
            o
              x




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act. Yes o No x





The
aggregate market value of voting stock held by non-affiliates of the registrant
on December 31, 2008 was approximately $_____.  Solely
for purposes of the foregoing calculation, all of the registrant’s directors and
officers as of December 31, 2008, are deemed to be affiliates. This
determination of affiliate status for this purpose does not reflect a
determination that any persons are affiliates for any other
purposes.





State the
number of shares outstanding of each of the issuer’s classes of equity
securities, as of the latest practicable date: As at April 14, 2009, there
were _____________
shares of Common Stock, $0.01 par value per share issued and
outstanding.





Documents
Incorporated By Reference - None





BRIDGETECH
HOLDINGS INTERNATIONAL, INC.


FORM
10-K ANNUAL REPORT


FOR
THE FISCAL YEARENDED DECEMBER 31, 2008 and 2007


TABLE
OF CONTENTS






PART IITEM 1.
                            
                            BUSINESS
                            
                            1ITEM 1A.
                            
                            RISK FACTORS
                            
                            3ITEM 1B.
                            
                            UNRESOLVED STAFF COMMENTS
                            
                            6ITEM 2.
                            
                            PROPERTIES
                            
                            7ITEM 3.
                            
                            LEGAL PROCEEDINGS
                            
                            7ITEM 4.
                            
                            SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
                            
                            7PART IIITEM 5.
                            
                            MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
                            
                            7ITEM 6.
                            
                            SELECTED FINANCIAL DATA
                            
                            8ITEM 7.
                            
                            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
                            
                            9ITEM 7A.
                            
                            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
                            
                            11ITEM 8.
                            
                            CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
                            
                            F-1ITEM 9.
                            
                            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE
                            
                            12ITEM 9A.
                            
                            CONTROLS AND PROCEDURES
                            
                            12ITEM 9B.
                            
                            OTHER INFORMATION
                            
                            13PART IIIITEM 10.
                            
                            DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
      GOVERNANCE
                            
                            14ITEM 11.
                            
                            EXECUTIVE COMPENSATION
                            
                            15ITEM 12.
                            
                            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS
                            
                            19ITEM 13.
                            
                            CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                            
                            21ITEM 14.
                            
                            PRINCIPAL ACCOUNTANT FEES AND SERVICES
                            
                            21PART IVITEM 15.
                            
                            EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
                            
                            22SIGNATURES
                            
                            23CERTIFICATIONSExhibit
      31 – Management certificationExhibit
      32 – Sarbanes-Oxley Act




-i-
 Table of Contents




CAUTION
REGARDING FORWARD-LOOKING INFORMATION




Included
in this annual report are "forward-looking" statements, as well as historical
information. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, we cannot assure you that the
expectations reflected in these forward-looking statements will prove to be
correct. Our actual results could differ materially from those anticipated in
forward-looking statements as a result of certain factors, including matters
described in the section titled "Risk Factors." Forward-looking statements
include those that use forward-looking terminology, such as the words
"anticipate," "believe," "estimate," "expect," "intend," "may," "project,"
"plan," "will," "shall," "should," and similar expressions, including when used
in the negative. Although we believe that the expectations reflected in these
forward-looking statements are reasonable and achievable, these statements
involve risks and uncertainties and we cannot assure you that actual results
will be consistent with these forward-looking statements.




Such
risks include, among others, the following: demand for payment of our
convertible notes outstanding under which we are currently in default, our
inability to obtain adequate financing to repay the convertible notes, our ability to continue
financing the operations either through debt or equity
offerings,   international, national and local general economic
and market conditions: our ability to sustain, manage or forecast our growth;
raw material costs and availability; new product development and introduction;
existing government regulations and changes in, or the failure to comply with,
government regulations; adverse publicity; competition; the loss of significant
customers or suppliers; fluctuations and difficulty in forecasting operating
results; changes in business strategy or development plans; business
disruptions; the ability to attract and retain qualified personnel; the ability
to protect technology; and other factors referenced in this filing.




Consequently,
all of the forward-looking statements made in this Form 10-K are qualified by
these cautionary statements and there can be no assurance that the actual
results anticipated by management will be realized or, even if substantially
realized, that they will have the expected consequences to or effects on our
business operations. We undertake no obligation to update or revise these
forward-looking statements, whether to reflect events or circumstances after the
date initially filed or published, to reflect the occurrence of unanticipated
events or otherwise.




In this
registration statement references to "we," "us," "Company," and "our" refer to
Bridgetech Holdings International, Inc., a Delaware corporation. and all of its
subsidiaries.





PART I




Item1.
            Description
      of Business.




Overview





Our
company, Bridgetech Holdings International, Inc. (the “Company”) was a company
focused primarily on the business of facilitating the transfer of medical drugs,
devices and diagnostics from the United States to China and other international
locations.





The
Company, which was formerly known as Parentech, Inc., has been through a series
of material corporate and managerial changes during the past year and is now run
by a new management team. We have limited operations and have had limited
revenues to date.


-1-
 Table of Contents


Corporate
History




The
entity that is the original predecessor of the Company was originally
incorporated in Delaware on June 4, 1991. From 1991 through 2002, this
predecessor, which was originally named “Huggie Heart, Inc.,” engaged in several
different businesses, a merger and several similar corporate transactions, and
changed its name several times. In November 2002, this entity acquired
Parentech, Inc., a Delaware corporation, and changed its name to “Parentech,
Inc.”




From its
acquisition of Parentech until the end of 2004, the Company’s primary business
was designing, developing and marketing products intended to enhance the
well-being of infants. In particular, the Company developed and sold the
“Nature’s Cradle Sound and Motion System,” an infant environmental transition
system designed to reduce the stress experienced by infants in the post partum
period by simulating certain aspects of their pre-birth environment. This
business, however, generated only minimal revenues and could not support the
Company’s ongoing operations. By the end of 2004, the Company had begun to wind
down its operations. By this time, those persons who had served as officers and
directors of Parentech, other than Scott Landow, Parentech’s chief executive
officer, had resigned, leaving Mr. Landow as the sole director and officer of
the Company. On December 20, 2004, the Company filed notice of the termination
of the registration of its common stock under the Securities Exchange Act of
1934, as amended (the “Exchange Act”).




On
January 10, 2005, Herbert Wong and Scott Landow formed Bridgetech Holdings
International, Inc. under the laws of the State of Florida (“Old Bridgetech”).
Old Bridgetech, which was privately-held, was formed to facilitate the transfer
of medical drugs, devices and diagnostics from the United States to China and
other international locations.




Effective
February 1, 2005, the Company caused a 1-for-200 reverse split of its
outstanding shares of common stock. This reverse split resulted in a reduction
of our outstanding shares of common stock at that time from 42,401,593 to
212,008.





In
February 2005, the Company entered into a transaction with Old Bridgetech
whereby the Company issued 1,673,438 shares of common stock to the shareholders
of Old Bridgetech in exchange for all of the outstanding stock of Old
Bridgetech. In connection with this transaction, the Company changed its name to
“Bridgetech Holdings International, Inc.” In addition, following this
transaction, the Company named Herbert Wong its Executive Chairman, hired
Michael D. Chermak to be its President and Chief Executive Officer, and hired
Thomas C. Kuhn III to be its Chief Financial Officer. Mr. Landow, Parentech’s
former President and Chief Executive Officer, is no longer employed by the
Company. In May of 2005, Mr. Wong resigned from the Company’s board of
directors. Concurrent with this resignation, Mr. Chermak was elected Chairman of
the Board and resigned from the position of President. Mr. Kuhn was elected to
fill the position of President and Chief Operating Officer. Mr. Kuhn has since
resigned his positions and is no longer with the Company.




We are
not actively developing this business and have ceased operations of all other
businesses conducted by Parentech prior to the transaction with Old Bridgetech.
We are building a business plan of Old Bridgetech and to focus on facilitating
the transfer of medical drugs, devices and diagnostics from the United States to
China and other international locations.




Recent
Developments




Bridgetech
Holdings International, Inc. announced on March 4, 2008 that it will spin off
two wholly - owned subsidiaries, International MedLink, Inc., a Texas
corporation and Retail Pilot, Inc., a California
corporation.  Bridgetech Holdings International, Inc. will announce
the record date in which shareholders of Bridgetech Holdings International, Inc.
will receive pro rata shares of the spun off entity for each share of Bridgetech
Holdings International, Inc. held on the record date. Completion of the proposed
spin-off is subject to numerous conditions, including the filing of a
registration statement on Form 10.  Bridgetech Holdings International,
Inc. will announce this information as soon as it is available, but management
anticipates that the spin offs will occur before the end of the second quarter
of this year.


-2-
 Table of Contents





On April
1, 2008, the Company ceased operations of its medical imaging business and has
discontinued operations of all of the companies activity including of Retail
Pilot, International MedLink, Inc. and Clarity Imaging International,
Inc





Employees





As of
December 31, 2008 the Company has no employees.





WHERE YOU CAN FIND MORE
INFORMATION





You are
advised to read this Form 10-K in conjunction with other reports and documents
that we file from time to time with the SEC. In particular, please read our
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from
time to time. You may obtain copies of these reports directly from us or from
the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington,
D.C. 20549, and you may obtain information about obtaining access to the
Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains information for electronic filers at its website
http://www.sec.gov.





Item1a.
              Risk
      Factors


The
Company is subject to a number of risks and uncertainties. Shareholders are
encouraged to carefully consider the risk factors discussed below, as well as
the other information included and incorporated by reference into this annual
report.





We
Are A "Shell" Company And Our Shares Will Subject To Restrictions On
Resale.





As we
currently have nominal operations and our assets consist of cash, and/or cash
equivalents, we will be deemed a "shell company" as defined in Rule 12b-2
of  the Securities Exchange Act of 1934.   Accordingly,
until we are no longer a "shell company," we will file a Form 10 level
disclosure, and continue to be a reporting company pursuant to the Securities
Exchange Act of 1934, as amended, and for twelve months, shareholders holding
restricted, non-registered shares will not be able to use the exemptions
provided under Rule 144 for  the resale of  their shares of
common stock.  Preclusion from any prospective  investor
using the exemptions provided by Rule 144 may be more difficult
for  us to sell equity securities or equity-related securities in the
future to investors that require a shorter period before liquidity or may
require us to expend limited funds to register their shares for resale in a
future  prospectus.





We
Depend Upon Our One Key Management Person and His Loss Would Seriously Disrupt
Our Operations:





The
success of our company is largely dependent on the personal efforts of Scott
Landow. The loss of the services of Scott Landow would have a material adverse
effect on our business and prospects.





We
may be unable to meet our future capital requirements.




Based on
our current operating plan, we anticipate that we will need additional capital
in the near future. We currently do not have any commitments for additional
financing. We cannot be certain that additional financing will be available when
and to the extent required or that, if available, it will be on acceptable
terms. If adequate funds are not available on acceptable terms, we may not be
able to fund our expansion, develop or enhance our products or services or
respond to competitive pressures. In that event, stockholders could lose their
entire investment. If we raise additional funds by issuing equity or convertible
debt securities, the percentage ownership of our current stockholders will be
diluted.


-3-
 Table of Contents




We will incur significant additional
expense related to compliance with the internal control over financial reporting
requirements and other requirements of the Sarbanes Oxley Act of 2002
(“Sarbanes-Oxley”), and any inability to comply with these requirements may harm
our business and the price of our common stock.





It may be
time consuming, difficult and costly for us to develop and implement the
additional internal controls, processes and reporting procedures required by the
Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal
auditing and other finance staff in order to develop and implement appropriate
additional internal controls, processes and reporting procedures. If we are
unable to comply with these requirements of the Sarbanes-Oxley Act, we may not
be able to obtain the independent accountant certifications that the
Sarbanes-Oxley Act requires publicly traded companies to obtain.





If we
fail to comply in a timely manner with the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002 regarding internal control over financial reporting
or to remedy any material weaknesses in our internal controls that we may
identify, such failure could result in material misstatements in our financial
statements, cause investors to lose confidence in our reported financial
information and have a negative effect on the trading price of our common
stock.





Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002 and current SEC
regulations, beginning with our annual report on Form 10-K for our fiscal
period ending June 30, 2008, we will be required to furnish a report by our
management on our internal control over financial reporting. We will soon begin
the process of documenting and testing our internal control procedures in order
to satisfy these requirements, which is likely to result in increased general
and administrative expenses and may shift management time and attention from
revenue-generating activities to compliance activities. While our management is
expending significant resources in an effort to complete this important project,
there can be no assurance that we will be able to achieve our objective on a
timely basis. There also can be no assurance that our auditors will be able to
issue an unqualified opinion on management’s assessment of the effectiveness of
our internal control over financial reporting. Failure to achieve and maintain
an effective internal control environment or complete our Section 404
certifications could have a material adverse effect on our stock
price.





In
addition, in connection with our on-going assessment of the effectiveness of our
internal control over financial reporting, we may discover “material weaknesses”
in our internal controls as defined in standards established by the Public
Company Accounting Oversight Board, or the PCAOB. A material weakness is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. The PCAOB
defines “significant deficiency” as a deficiency that results in more than a
remote likelihood that a misstatement of the financial statements that is more
than inconsequential will not be prevented or detected.





In the
event that a material weakness is identified, we will employ qualified personnel
and adopt and implement policies and procedures to address any material
weaknesses that we identify. However, the process of designing and implementing
effective internal controls is a continuous effort that requires us to
anticipate and react to changes in our business and the economic and regulatory
environments and to expend significant resources to maintain a system of
internal controls that is adequate to satisfy our reporting obligations as a
public company. We cannot assure you that the measures we will take will
remediate any material weaknesses that we may identify or that we will implement
and maintain adequate controls over our financial process and reporting in the
future.


-4-
 Table of Contents





Any
failure to complete our assessment of our internal control over financial
reporting, to remediate any material weaknesses that we may identify or to
implement new or improved controls, or difficulties encountered in their
implementation, could harm our operating results, cause us to fail to meet our
reporting obligations or result in material misstatements in our financial
statements. Any such failure could also adversely affect the results of the
periodic management evaluations of our internal controls and, in the case of a
failure to remediate any material weaknesses that we may identify, would
adversely affect the annual auditor attestation reports regarding the
effectiveness of our internal control over financial reporting that are required
under Section 404 of the Sarbanes-Oxley Act of 2002. Inadequate internal
controls could also cause investors to lose confidence in our reported financial
information, which could have a negative effect on the trading price of our
common stock.





Stockholders
are subject to potential dilution as a result of future issuances of
securities.





In the
event the Company needs additional capital, the Company may offer to sell
additional stock with rights, preferences and privileges senior to our common
stock. Any such issuance would substantially dilute the outstanding
stockholders’ equity interests in the Company and would adversely affect the
value of the outstanding shares.




We
Do Not Intend To Pay Dividends




We do not
anticipate paying cash dividends on our common stock in the foreseeable future.
We may not have sufficient funds to legally pay dividends. Even if funds are
legally available to pay dividends, we may nevertheless decide in our sole
discretion not to pay dividends. The declaration, payment and amount of any
future dividends will be made at the discretion of the board of directors, and
will depend upon, among other things, the results of our operations, cash flows
and financial condition, operating and capital requirements, and other factors
our board of directors may consider relevant. There is no assurance that we will
pay any dividends in the future, and, if dividends are rapid, there is no
assurance with respect to the amount of any such dividend.




The
Report of our Independent Registered Public Accounting firm Contains Explanatory
Language that Substantial Doubt Exists About our Ability to Continue as a Going
Concern




The
independent auditor’s report on our financial statements contains explanatory
language that substantial doubt exists about our ability to continue as a going
concern. The report states that we depend on the continued contributions of our
executive officers to work effectively as a team, to execute our business
strategy and to manage our business. The loss of key personnel, or their failure
to work effectively, could have a material adverse effect on our business,
financial condition, and results of operations. If we are unable to obtain
sufficient financing in the near term or achieve profitability, then we would,
in all likelihood, experience severe liquidity problems and may have to curtail
our operations. If we curtail our operations, we may be placed into bankruptcy
or undergo liquidation, the result of which will adversely affect the value of
our common shares.


-5-
 Table of Contents




The
Market Price For Our Common Shares Is Particularly Volatile Given Our Status As
A Relatively Unknown Company With A Small And Thinly Traded Public Float,
Limited Operating History And Lack Of Profits Which Could Lead To Wide
Fluctuations In Our Share Price. The Price At Which You Purchase Our Common
Shares May Not Be Indicative Of The Price That Will Prevail In The Trading
Market. You May Be Unable To Sell Your Common Shares At Or Above Your Purchase
Price, Which May Result In Substantial Losses To You.




The
market for our common shares is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
The volatility in our share price is attributable to a number of factors. First,
as noted above, our common shares are sporadically and thinly traded. As a
consequence of this lack of liquidity, the trading of relatively small
quantities of shares by our shareholders may disproportionately influence the
price of those shares in either direction. The price for our shares could, for
example, decline precipitously in the event that a large number of our common
shares are sold on the market without commensurate demand, as compared to a
seasoned issuer which could better absorb those sales without adverse impact on
its share price. Secondly, we are a speculative or “risky” investment due to our
limited operating history and lack of profits to date, and uncertainty of future
market acceptance for our potential products. As a consequence of this enhanced
risk, more risk-adverse investors may, under the fear of losing all or most of
their investment in the event of negative news or lack of progress, be more
inclined to sell their shares on the market more quickly and at greater
discounts than would be the case with the stock of a seasoned issuer. Many of
these factors are beyond our control and may decrease the market price of our
common shares, regardless of our operating performance. We cannot make any
predictions or projections as to what the prevailing market price for our common
shares will be at any time, including as to whether our common shares will
sustain their current market prices, or as to what effect that the sale of
shares or the availability of common shares for sale at any time will have on
the prevailing market price.




Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer;
(2) manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases; (3) boiler room practices
involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (4) excessive and undisclosed bid-ask
differential and markups by selling broker-dealers; and (5) the wholesale
dumping of the same securities by promoters and broker-dealers after prices have
been manipulated to a desired level, along with the resulting inevitable
collapse of those prices and with consequent investor losses. Our management is
aware of the abuses that have occurred historically in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, management will
strive within the confines of practical limitations to prevent the described
patterns from being established with respect to our securities. The occurrence
of these patterns or practices could increase the volatility of our share
price.




SHOULD
ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE
UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR
PLANNED.




Item
1b.Unresolved Staff Comments





Not
applicable.


-6-
 Table of Contents





Item2.
            Description
      of Property.




We are
currently operating from PO Box 1072, Cardiff, CA  92007 of which any
fees are paid by our director.





Item
      3.
            Legal
      Proceedings.




The
Company is not a party to any litigation and, to its knowledge, no action, suit
or proceeding has been threatened against the Company except with threatened
litigation in regard to unpaid debt obligations.  No actions regarding
the unpaid debt have been initiated as of this date.   The
Company also believes that the wrongful termination suit has no
merit.  There are no material proceedings to which any director,
officer or affiliate of the Company or security holder is a party adverse to the
Company or has a material interest adverse to the Company.


Item4.
              Submission
      of Matters to a Vote of Security
Holders.


The Company submitted no
matters to a vote of its security holders during the fiscal year ended
December 31, 2008.







PARTII




Item5.
            Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity
Securities.




The
Company’s common stock has been quoted over the counter on the Pink Sheets over
the counter quotation service under the symbol “BGTH.OB” since February 15,
2005. Effective March 13, 2008 the Common Stock was quoted on the OTC Bulletin
Board.  The Company considers its common stock to be thinly traded and
that any reported bid or sale prices may not be a true market-based valuation of
the Common Stock. As of the date of the filing of this registration filing,
there were approximately 643 record holders of the Company’s Common
Stock.





At
December 31, 2008, there were 30,852,030shares of common stock of Bridgetech
issued and outstanding and there were approximately 643 shareholders of record
of the Company’s common stock.




The
following table sets forth for the periods indicated the high and low bid
quotations for Bridgetech’s common stock.  These quotations represent
inter-dealer quotations, without adjustment for retail markup, markdown or
commission and may not represent actual transactions.




Periods
                          
                          
                          High
                          
                          LowFiscal
      Year 2008First
      Quarter
                          
                          
                          .06
                          
                          .06Second
      Quarter
                          
                          
                          .02
                          
                          .02Third
      Quarter
                          
                          
                          .01
                          
                          .01Fourth
      Quarter
                          
                          
                          .015
                          
                          .01Fiscal
      Year 2007First
      Quarter
                          
                          
                          3.70
                          
                          1.55Second
      Quarter
                          
                          
                          1.85
                          
                          0.90Third
      Quarter
                          
                          
                          1.02
                          
                          0.27Fourth
      Quarter
                          
                          
                          0.50
                          
                          0.15





On March
23, 2009 the closing bid price per share of our common stock was
$.015.


-7-
 Table of Contents




Dividends





We may
never pay any dividends to our shareholders. We did not declare any dividends
for the year ended December 31, 2008. Our Board of Directors does not
intend to distribute dividends in the near future. The declaration, payment and
amount of any future dividends will be made at the discretion of the Board of
Directors, and will depend upon, among other things, the results of our
operations, cash flows and financial condition, operating and capital
requirements, and other factors as the Board of Directors considers relevant.
There is no assurance that future dividends will be paid, and if dividends are
paid, there is no assurance with respect to the amount of any such
dividend.




Item
      6.
            SelectedFinancial Data.




The
following information has been summarized from financial information included
elsewhere and should be read in conjunction with such financial statements and
notes thereto.





Summary
of Statements of Operations of Bridgetech


Year Ended December
31, 2008 and 2007




Statement
      of Operations Data:
                            
                            December
      31,2008
                            
                            
                            2007Revenues
                            
                            $
                            -
                            
                            
                            $
                            -Cost
      of Sales
                            
                            
                            -
                            
                            
                            
                            -Operating
      and Other Expenses
                            
                            
                            (912,045
                            )
                            
                            
                            (16,403,536
                            )Net
      Loss
                            
                            $
                            912,045
                            
                            
                            $
                            16,403,536Balance
      Sheet Data:
                            
                            December
      31,2008
                            
                            
                            2007Current
      Assets
                            
                            $
                            -
                            
                            
                            $
                            156,535Total
      Assets
                            
                            
                            -
                            
                            
                            
                            156,535Current
      Liabilities
                            
                            
                            9,201,051
                            
                            
                            
                            9,350,887Non
      Current Liabilities
                            
                            
                            -
                            
                            
                            
                            20,325Total
      Liabilities
                            
                            
                            9,201,051
                            
                            
                            
                            9,371,212Working
      Capital (Deficit)
                            
                            
                            (9,201,051
                            )
                            
                            
                            (9,194,352
                            )Shareholders'Equity
      (Deficit)
                            
                            $
                            (9,201,051
                            )
                            
                            $
                            (9,214,677
                            )




-8-
 Table of Contents




Item
      7.
              Management'sDiscussion and Analysis of Financial Condition and
      Results of or Plan of Operation.


The
following is management’s discussion and analysis of certain significant factors
that have affected our financial position and operating results during the
periods included in the accompanying consolidated financial statements, as well
as information relating to the plans of our current management. This report
includes forward-looking statements. Generally, the words “believes,”
“anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,”
“continue,” and similar expressions or the negative thereof or comparable
terminology are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, including the matters set forth
in this report or other reports or documents we file with the Securities and
Exchange Commission from time to time, which could cause actual results or
outcomes to differ materially from those projected. Undue reliance should not be
placed on these forward-looking statements which speak only as of the date
hereof. We undertake no obligation to update these forward-looking
statements.





The
following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes thereto and other
financial information contained elsewhere in this Form 10-K.




Critical
Accounting Policies and Estimates





We
prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Our
management periodically evaluates the estimates and judgments made. Management
bases its estimates and judgments on historical experience and on various
factors that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates as a result of different assumptions or
conditions.





The
following critical accounting policies affect the more significant judgments and
estimates used in the preparation of the Company’s consolidated financial
statements.





Reclassifications




Certain
prior year amounts have been reclassified to conform to the current period
presentation for comparative purposes.





Accounting
Policies and Estimates





The
preparation of our financial statements in conformity with accounting principles
generally accepted in the United States of America requires our management to
make certain 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.  Our management periodically
evaluates the estimates and judgments made. Management bases its estimates and
judgments on historical experience and on various factors that are believed to
be reasonable under the circumstances. Actual results may differ from these
estimates as a result of different assumptions or conditions.


As such,
in accordance with the use of accounting principles generally accepted in the
United States of America, our actual realized results may differ from
management’s initial estimates as reported.  A summary of significant
accounting policies are detailed in notes to the financial statements which are
an integral component of this filing.


-9-
 Table of Contents




Principle
of Consolidation





We
prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Our
management periodically evaluates the estimates and judgments made. Management
bases its estimates and judgments on historical experience and on various
factors that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates as a result of different assumptions or
conditions.




Revenue
Recognition





The
Company has adopted the Securities and Exchange Commission’s Staff Accounting
Bulletin (SAB) No. 104, which provides guidance on the recognition, presentation
and disclosure of revenue in financial statements.




Income
Taxes





The
Company accounts for income taxes using the liability method, which requires the
determination of deferred tax assets and liabilities based on the differences
between the financial and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which differences are expected to
reverse.  Deferred tax assets are adjusted by a valuation allowance,
if, based on the weight of available evidence, it is more likely than not that
some portion or all of the deferred tax assets will not be
realized.





Income
tax provisions require the use of management judgments, which are subject to
challenge by various taxing authorities.  Significant estimates used
in accounting for income taxes relate to determination of taxable income and the
determination of temporary differences between book and tax
bases.  Temporary differences are a result of the Company preparing
its corporate tax returns on the cash basis method of accounting.





Net
Loss Per Common Share





The
Company computes per share amounts in accordance with Statement of Financial
Accounting Standard (“SFAS”) No. 128, “Earnings per Share”.  SFAS No.
128 requires presentation of basic and diluted EPS.  Basic EPS is
computed by dividing the income available to Common Stockholders by the
weighted-average number of common shares outstanding for the
period.  Diluted EPS is based on the weighted-average number of shares
of Common Stock and Common Stock equivalents outstanding during the
period.





Overview
and Plan of Operations





Overview





The
Company currently has no operating activities.  On April 1, 2008, the
Company ceased operations of its medical imaging business and has discontinued
the prior operations of Retail Pilot, MedLink International, Inc. and Clarity
Imaging International, Inc.  While the Company has abandoned the
assets of its discontinued operations, it spent the second half of 2008
reviewing several new opportunities with firms that could be interested in
merging.


-10-
 Table of Contents





In
September of 2008, Health Advance, (a Nevada Corporation) entered into an
agreement for consideration described below, to acquire 95% of the shares of
common stock (the “Shares”) held by Bridgetech in ECash, Inc., a Delaware
corporation (the “Stock Purchase”).





As
consideration for the shares, Health agreed to pay Bridgetech the sum of
$175,000, memorialized in the form of a promissory note, payable at $5,000
monthly minimum, with an annual interest rate of 4% (the “Promissory
Note”).  Interest on the balance of unpaid principal of the Promissory
Note was to be payable quarterly.  The Promissory Note was
collateralized by the Shares.  The Shares were to be held in escrow,
with a mutually agreed upon Escrow Agent, until the Promissory Note is paid in
full.  The Shares held by the Escrow Agent shall be accompanied by a
stock power in blank. The Definitive Agreement provided for anti-dilution
provisions as to the Shares.





In
addition, prior to the Closing (as defined below), ECash, Inc. transferred the
assets and liabilities of Clarity Imaging International, Inc. to a designee of
Bridgetech.





The
transaction closed during the 4th Quarter
of 2008, but Health Advance failed to make any of their note payments and the
Company foreclosed on the shares in January of 2009. Consequently, Clarity
Imaging International, Inc. remains a subsidiary of Bridgetech.





The
Company presently has no operations but hopes that a potential merger
candidate/candidates can be identified that will enable it to create new
shareholder value and reestablish itself going forward.




The
Company has incurred an accumulated deficit of approximately $57,482,778 as of
December 31, 2008, and current liabilities exceeded current assets by
approximately $8,354,124 as of December 31, 2008. We cannot assure you that we
will be successful in these fundraising activities.  We are currently
in default on our convertible notes outstanding and have been unable to raise
the capital to pay such notes. Should the note holders call their notes, we
would be unable to pay them.




RESULTS
OF OPERATIONS





The
Company has discontinued all prior operations and had no new operations in
2008.





LIQUIDITY
AND CAPITAL RESOURCES





We do not
presently generate any revenue to fund our operations and the planned
development of our business. In order to sustain our current operations and
develop our business plan, we will require funds for working capital.We are attempting to
raise additional working capital through the sale of equity, debt or a
combination of equity and debt. We do not presently have any firm commitments
for additional working capital and there are no assurances that such capital
will be available to us when needed or upon terms and conditions which are
acceptable to us. If we are able to secure additional working capital through
the sale of equity securities, the ownership interests of our current
stockholders will be diluted. If we raise additional working capital through the
issuance of debt our future interest expense will increase. We are currently in
default on our convertible notes outstanding and have been unable to raise the
capital to pay such notes. Should the note holders call their notes, we would be
unable to pay them.





ITEM 7A.
            QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK





We do not
hold any derivative instruments and do not engage in any hedging
activities.


-11-
 Table of Contents


ITEM8.  FINANCIAL STATEMENTS




BRIDGTECH
HOLDINGS INTERNATIONAL, INC.





TABLE OF CONTENTS
              
              PageINDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM:Jewett Schwartz Wolfe & Associates
              
              F-2CONSOLIDATED FINANCIAL STATEMENTS:Consolidated Balance Sheet at December 31, 2008 and
      2007
              
              F-3Consolidated Statements of Operations for the years ended
      December 31, 2008 and 2007
              
              F-4Consolidated Statements of Stockholders’ Equity for the years
      ended December 31, 2008 and 2007
              
              F-5Consolidated Statements of Cash Flows for the years ended
      December 31, 2008 and 2007
              
              F-6NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
              
              F-7




F-1
 Table of Contents





REPORT OF
INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Shareholders of


Bridgetech
Holdings International, Inc.




We have
audited the accompanying consolidated balance sheets of Bridgetech Holdings
International, Inc., as of December 31, 2008 and 2007, and the related
consolidated statements of operations, changes in shareholders' deficit and cash
flows for each of the two years period ended December 31, 2008 and 2007. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provided a reasonable basis for our
opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Bridgetech Holdings,
International Inc.,  as of December 31, 2008 and 2007, and the results
of their consolidated operations and their cash flows for each of the two years
period then ended in conformity with accounting principles generally accepted in
the United States of America.





These
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the consolidated
financial statements, the Company has operating and liquidity concerns. In
addition, as of December 31, 2008, the Company has a deficit accumulated of
approximating $58,000,000. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. In this regard, Management is proposing to raise
any necessary additional funds through loans and additional sales of its common
stock. There is no assurance that the Company will be successful in raising
additional capital.


/s/ Jewett, Schwartz, Wolfe &
      AssociatesJewett,
      Schwartz, Wolfe & AssociatesHollywood,
      Florida
              April
      13, 2009





200 South
Park Road, SUITE 150 ● HOLLYWOOD, FLORIDA 33021 ● TELEPHONE (954) 922-5885 ● FAX
(954) 922-5957


MEMBER –
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS ● FLORIDA INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS


PRIVATE
COMPANIES PRACTICE SECTION OF THE AICPA ●REGISTERED WITH THE PUBLIC COMPANY
ACCOUNTING OVERSIGHT BOARD OF THE SEC  F-2
 Table of Contents


BRIDGETECH
HOLDINGS INTERNATIONAL, INC.
 CONSOLIDATEDBALANCE SHEETS
  DECEMBER
      31,ASSETS:
                                                
                                                2008
                                                
                                                
                                                2007CURRENT
      ASSETSCash
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                156,535Prepaid
      expenses and other current assets
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Total
      current assets
                                                
                                                
                                                -
                                                
                                                
                                                
                                                156,535TOTAL
      ASSETS
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                156,535LIABILITIES
      AND STOCKHOLDERS' DEFICIENCY:CURRENT
      LIABILITIES:Accounts
      payable
                                                
                                                $
                                                2,192,657
                                                
                                                
                                                $
                                                2,293,497Accrued
      liabilities
                                                
                                                
                                                769,920
                                                
                                                
                                                
                                                882,670Note
      payable affiliate
                                                
                                                
                                                561,511
                                                
                                                
                                                
                                                972,709Note
      payable short term
                                                
                                                
                                                5,676,963
                                                
                                                
                                                
                                                5,202,011Total
      current liabilities
                                                
                                                
                                                9,201,051
                                                
                                                
                                                
                                                9,350,887Minority
      interest
                                                
                                                
                                                -
                                                
                                                
                                                
                                                20,325TOTAL
      LIABILITIES
                                                
                                                
                                                9,201,051
                                                
                                                
                                                
                                                9,371,212COMMITMENTS
      AND CONTINGENCIES
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -STOCKHOLDERS'
      DEFICIENCY:Series
      A 8% cumulative convertible preferred stock, $.002 par value, 10,000,000
      shares authorized, 100,000 issued and outstanding December 31, 2008 and
      2007, respectively
                                                
                                                
                                                200
                                                
                                                
                                                
                                                200Common
      stock, $.001 par value, 50,000,000 shares authorized, 30,852,030 issued
      and oustanding for December 31, 2008 and 2007,
respectively
                                                
                                                
                                                30,852
                                                
                                                
                                                
                                                30,852Additional
      paid-in capital
                                                
                                                
                                                49,097,602
                                                
                                                
                                                
                                                48,171,931Accumulated
      deficit
                                                
                                                
                                                (58,329,705
                                                )
                                                
                                                
                                                (57,417,660
                                                )Total
      stockholders' equity
                                                
                                                
                                                (9,201,051
                                                )
                                                
                                                
                                                (9,214,677
                                                )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                156,535
 The
accompanying notes are an integral part of these consolidated financial
statements. F-3
 Table of Contents


BRIDGETECH
HOLDINGS INTERNATIONAL, INC.
 CONSOLIDATEDSTATEMENT OF OPERATIONS
  DECEMBER
      31,2008
                                                  
                                                  
                                                  2007Revenue
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -Total
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -OPERATING
      EXPENSES:General
      and administrative
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Depreciation
      and amortization
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Total
      operating expenses
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -OPERATING
      LOSS
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -LOSS
      BEFORE DISCONTINUED OPERATIONS
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -LOSS
      FROM DISCONTINUED OPERATIONS
                                                  
                                                  
                                                  912,045
                                                  
                                                  
                                                  
                                                  16,403,536LOSS
      BEFORE INCOME TAXES
                                                  
                                                  
                                                  912,045
                                                  
                                                  
                                                  
                                                  16,403,536NET
      LOSS
                                                  
                                                  $
                                                  912,045
                                                  
                                                  
                                                  $
                                                  16,403,536NET
      LOSS PER SHARE:Basic:
                                                  
                                                  $
                                                  (0.03
                                                  )
                                                  
                                                  $
                                                  (0.55
                                                  )Diluted:
                                                  
                                                  $
                                                  (0.03
                                                  )
                                                  
                                                  $
                                                  (0.52
                                                  )WEIGHTED
      AVERAGE SHARES OUTSTANDING:Basic:
                                                  
                                                  
                                                  32,892,030
                                                  
                                                  
                                                  
                                                  29,608,048Diluted
                                                  
                                                  
                                                  34,892,030
                                                  
                                                  
                                                  
                                                  31,648,048
 The
accompanying notes are an integral part of these consolidated financial
statements.
 F-4
 Table of Contents
 BOND
LABORATORIES, INC.


CONSOLIDATED
STATEMENT OF STOCKHOLDER'EQUITY
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
  Common
                          
                          
                          
                          
                          
                          - Preferred
      Stock-
                          
                          
                          AdditionalStock
                          
                          
                          
                          
                          
                          Preferred
      A
                          
                          
                          Paid-in
                          
                          
                          AccumulatedShares
                          
                          
                          Amount
                          
                          
                          Shares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Deficit
                          
                          
                          TotalDECEMBER
      31, 2006
                          
                          
                          28,129,560
                          
                          
                          $
                          28,130
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          39,343,321
                          
                          
                          $
                          (40,958,890
                          )
                          
                          $
                          (1,587,439
                          )Common
      stock issued for cash
                          
                          
                          56,000
                          
                          
                          
                          56
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          55,944
                          
                          
                          
                          -
                          
                          
                          
                          56,000Common
      stock issued for services
                          
                          
                          2,666,470
                          
                          
                          
                          2,666
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          4,431,045
                          
                          
                          
                          -
                          
                          
                          
                          4,433,711Issuance
      of warrants
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,946,721
                          
                          
                          
                          -
                          
                          
                          
                          2,946,721Issuance
      of options
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,295,100
                          
                          
                          
                          
                          
                          
                          
                          1,295,100Issusance
      of preferred shares
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          100,000
                          
                          
                          
                          200
                          
                          
                          
                          99,800
                          
                          
                          
                          -
                          
                          
                          
                          100,000Merger
      adjustment
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (55,234
                          )
                          
                          
                          (55,234
                          )Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (16,403,536
                          )
                          
                          
                          (16,403,536
                          )DECEMBER
      31, 2007
                          
                          
                          30,852,030
                          
                          
                          $
                          30,852
                          
                          
                          
                          100,000
                          
                          
                          $
                          200
                          
                          
                          $
                          48,171,931
                          
                          
                          $
                          (57,417,660
                          )
                          
                          $
                          (9,214,677
                          )Issuance
      of warrants
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          925,671
                          
                          
                          
                          
                          
                          
                          
                          925,671Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (912,045
                          )
                          
                          
                          (912,045
                          )DECEMBER
      31, 2008
                          
                          
                          30,852,030
                          
                          
                          $
                          30,852
                          
                          
                          
                          100,000
                          
                          
                          $
                          200
                          
                          
                          $
                          49,097,602
                          
                          
                          $
                          (58,329,705
                          )
                          
                          $
                          (9,201,051
                          )
 The
accompanying notes are an integral part of these consolidated financial
statements.  F-5
 Table of Contents
  BRIDGETECH
HOLDINGS INTERNATIONAL, INC. CONSOLIDATEDSTATEMENTS OF CASH FLOWS


DECEMBER
      31,2008
                                        
                                        
                                        2007Net
      (loss)
                                        
                                        $
                                        (912,045
                                        )
                                        
                                        $
                                        (16,403,536
                                        )Adjustments
      to reconcile net income to net cash(used
      in) operating activities:Common
      stock issued for services
                                        
                                        
                                        -
                                        
                                        
                                        
                                        4,433,711Abandonment
      of minority interest
                                        
                                        
                                        (20,325
                                        )
                                        
                                        
                                        -Minority
      interest
                                        
                                        
                                        
                                        
                                        
                                        
                                        20,235Abandonment
      of assets
                                        
                                        
                                        
                                        
                                        
                                        
                                        1,294,315Issuance
      of warrants
                                        
                                        
                                        925,671
                                        
                                        
                                        
                                        4,241,821Changes
      in assets and liabilities:Inventory
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Accounts
      receivables
                                        
                                        
                                        -
                                        
                                        
                                        
                                        65,628Minority
      interest recievable
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Accounts
      payables and accrued liabilities
                                        
                                        
                                        (100,840
                                        )
                                        
                                        
                                        796,566Accounts
      compensatoin
                                        
                                        
                                        (112,750
                                        )
                                        
                                        
                                        97,782Deposits
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Prepaid
      expenses
                                        
                                        
                                        -
                                        
                                        
                                        
                                        37,533Net
      cash used in operating activities
                                        
                                        
                                        (220,289
                                        )
                                        
                                        
                                        (5,415,945
                                        )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property and equipment
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Net
      cash used in investing activities
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable
                                        
                                        
                                        -
                                        
                                        
                                        
                                        4,444,607Proceeds
      from investor loan
                                        
                                        
                                        
                                        
                                        
                                        
                                        762,132Repayments
      of affiliate note
                                        
                                        
                                        474,952
                                        
                                        
                                        
                                        (341,442
                                        )Proceeds
      from the issuance of common stock
                                        
                                        
                                        -
                                        
                                        
                                        
                                        56,000Proceeds
      from the issuance of preferred stock
                                        
                                        
                                        (411,198
                                        )
                                        
                                        
                                        100,000Net
      cash provided by financing activities
                                        
                                        
                                        63,754
                                        
                                        
                                        
                                        5,021,297INCREASE
      IN CASH
                                        
                                        
                                        (156,535
                                        )
                                        
                                        
                                        (394,648
                                        )CASH,
      BEGINNING OF YEAR
                                        
                                        
                                        156,535
                                        
                                        
                                        
                                        551,183CASH,
      END OF YEAR
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        156,535Supplemental
      disclosure of non-cash investing and financing activitiesInterest
      paid
                                        
                                        $
                                        207,908
                                        
                                        
                                        $
                                        21,008Income
      taxes
                                        
                                        $
                                        800
                                        
                                        
                                        $
                                        800
 The
accompanying notes are an integral part of these consolidated financial
statements.  F-6
 Table of Contents





BRIDGETECH
HOLDINGS INTERNATIONAL, INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENT


FOR THE YEAR ENDED DECEMBER
31, 2008 and 2007





NOTE 1 –
BACKGROUND





The
consolidated financial statements of Bridgetech Holdings International, Inc. do
not include the accounts of its wholly owned subsidiaries, Retail Pilot, Inc.
D/B/A Healthcare Pilot (“Retail”), International MedLink, Inc. (“MedLink”), and
Clarity Imaging International, Inc. (“Clarity”) that no longer operate and are
failed ventures and are a part of discontinued operations.





In April
2005, Bridgetech formed Amcare and owns 67% of Amcare. Amcare is not an
operating entity presently and upon approval will operate a CRO and lab in
China. The Amcare transaction was never implemented and the corporate entity was
abandoned.





In 2006,
Bridgetech formed Bridgetech Medical Technologies Research & Development
Ltd. (“BMT”), in conjunction with the University of Hong Kong
(“CUHK”).  Bridgetech Medical Technologies Research & Development
Ltd. is an entity that is operating to provide clinical trial
services.  Bridgetech acquired a 51 percent ownership in BMT with an
initial funding of $50,000 in the form of a loan.  CUHK did not
contribute any material assets to BMT for its 49 percent
ownership.  Bridgetech is obligated under the BMT Agreement to provide
100 percent of the funding requirements of BMT, including additional financing
over a three-year period. The financial statements of BMT have been fully
consolidated into the Company’s financial statements.  The corporate
entity was sold in March, 2008.





As of
March 25, 2009 the Company has no further business activity as the Company is no
longer operating.





NOTE 2 –
GOING CONCERN





The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America
which contemplate continuation of the Company as a going
concern.  However, the Company has years end losses from operations
and had no revenues from operations the years ended December 31, 2008 and 2007.
During the year ended December 31, 2008 the Company incurred an accumulated net
loss approximating of $900,000 and has an accumulated deficit of approximating
$58,000,000 from inception.  Further, the Company has inadequate
working capital to maintain or develop its operations, and is dependent upon
funds from private investors and the support of certain
stockholders.





These
factors raise substantial doubt about the ability of the Company to continue as
a going concern.  The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.  In this regard, Management is proposing to raise any
necessary additional funds through loans and additional sales of its common
stock. There is no assurance that the Company will be successful in raising
additional capital.


F-7
 Table of Contents





NOTE 3 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





The
Company prepares its financial statements in accordance with accounting
principles generally accepted in the United States of
America.  Significant accounting policies are as follows:





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.  These estimates and assumptions also affect
the reported amounts of revenues, costs and expenses during the reporting
period.  Management evaluates these estimates and assumptions on a
regular basis.  Actual results could differ from those
estimates.





These
estimates and assumptions also affect the reported amounts of revenues, costs
and expenses during the reporting period.  Management evaluates these
estimates and assumptions on a regular basis.  Actual results could
differ from those estimates.





Revenue
Recognition





Revenue
includes product sales. The Company recognizes revenue from product sales in
accordance with Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition in
Financial Statement” which is at the time customers are invoiced at shipping
point, provided title and risk of loss has passed to the customer, evidence of
an arrangement exists, fees are contractually fixed or determinable, collection
is reasonably assured through historical collection results and regular credit
evaluations, and there are no uncertainties regarding customer
acceptance.





Cash and Cash
Equivalents





The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.  At December 31, 2008,
cash and cash equivalents include cash on hand and cash in the
bank.





Impairment of Long-Lived
Assets





In
accordance with SFAS No. 144, long-lived assets, such as property, plant, and
equipment, and purchased intangibles, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Goodwill and other intangible assets are tested for
impairment.  Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying amount
of an asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset.  We have impaired our assets due to
discontinued operations.


Income
Taxes





Deferred
income taxes are provided based on the provisions of SFAS No. 109, "Accounting
for Income Taxes" ("SFAS No. 109"), to reflect the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts 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.


F-8
 Table of Contents




Earnings Per
Share




Basic
earnings per share is computed by dividing net income (loss) available to common
shareholders by the weighted average number of common shares outstanding during
the reporting period. Diluted earnings per share reflects the potential dilution
that could occur if stock options, warrants, and other commitments to issue
common stock were exercised or equity awards vest resulting in the issuance of
common stock that could share in the earnings of the
Company.





Fair Value of Financial
Instruments




The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties other than in a
forced sale or liquidation.





The
carrying amounts of the Company’s financial instruments, including cash,
accounts payable and accrued liabilities, income tax payable and related party
payable approximate fair value due to their most maturities.





Reclassification





Certain
prior period amounts have been reclassified to conform to current year
presentations.





Recent Accounting
Pronouncements





Recent
accounting pronouncements that the Company has adopted or that will be required
to adopt in the future are summarized below.




Effective
Date of FASB Interpretation No. 48 for Certain Nonpublic
Enterprises




In
December 2008, the FASB issued FSP FIN No. 48-3, “Effective Date of FASB
Interpretation No. 48 for Certain Nonpublic Enterprises.”  FSP FIN No.
48-3 defers the effective date of FIN No. 48, “Accounting for Uncertainty in
Income Taxes,” for certain nonpublic enterprises as defined in SFAS No. 109,
“Accounting for Income Taxes.”  However, nonpublic consolidated
entities of public enterprises that apply U.S. generally accepted accounting
principles (GAAP) are not eligible for the deferral.FSP FIN No. 48-3 was
effective upon issuance.  The impact of adoption was not material to
the Company’s consolidated financial condition or results of
operations.




Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities




In
December 2008, the FASB issued FSP FAS No. 140-4 and FIN No. 46(R) -8,
“Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities.”  This FSP amends
SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities,” to require public entities to provide
additional disclosures about transfers of financials assets.  FSP FAS
No. 140-4 also amends FIN No. 46(R)-8, “Consolidation of Variable Interest
Entities,” to require public enterprises, including sponsors that have a
variable interest entity, to provide additional disclosures about their
involvement with a variable interest entity.  FSP FAS No. 140-4 also
requires certain additional disclosures, in regards to variable interest
entities, to provide greater transparency to financial statement
users.  FSP FAS No. 140-4 is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with early application
encouraged.  The Company is currently assessing the impact of FSP FAS
No. 140-4 on its consolidated financial position and results of
operations.


F-9
 Table of Contents




Accounting
for an Instrument (or an Embedded Feature) with a Settlement Amount That is
Based on the Stock of an Entity’s Consolidated Subsidiary




In
November 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue No.
08-8, “Accounting for an Instrument (or an Embedded Feature) with a Settlement
Amount that is based on the Stock of an Entity’s Consolidated
Subsidiary.”  EITF No. 08-8 clarifies whether a financial instrument
for which the payoff to the counterparty is based, in whole or in part, on the
stock of an entity’s consolidated subsidiary is indexed to the reporting
entity’s own stock.  EITF No. 08-8 also clarifies whether or not stock
should be precluded from qualifying for the scope exception of SFAS No. 133,
“Accounting for Derivative Instruments and Hedging Activities,” or from being
within the scope of EITF No. 00-19, “Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock.”  EITF No. 08-8 is effective for fiscal years beginning on or
after December 15, 2008, and interim periods within those fiscal
years.  The Company is currently assessing the impact of EITF No. 08-8
on its consolidated financial position and results of operations.




Accounting
for Defensive Intangible Assets




In
November 2008, the FASB issued EITF Issue No. 08-7, “Accounting for Defensive
Intangible Assets.”  EITF No. 08-7 clarifies how to account for
defensive intangible assets subsequent to initial measurement.  EITF
No. 08-7 applies to all defensive intangible assets except for intangible assets
that are used in research and development activities.  EITF No. 08-7
is effective for intangible assets acquired on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  The Company is currently assessing the impact of EITF No. 08-7
on its consolidated financial position and results of operations.




Equity
Method Investment Accounting Considerations




In
November 2008, the FASB issued EITF Issue No. 08-6 (“EITF No. 08-6”), “Equity
Method Investment Accounting Considerations.”  EITF No. 08-6 clarifies
accounting for certain transactions and impairment considerations involving the
equity method.  Transactions and impairment dealt with are initial
measurement, decrease in investment value, and change in level of ownership or
degree of influence.  EITF No. 08-6 is effective on a prospective
basis for fiscal years beginning on or after December 15, 2008.  The
Company is currently assessing the impact of EITF No. 08-6 on its consolidated
financial position and results of operations.




Determining
the Fair Value of a Financial Asset When the Market for That Asset is Not
Active




In
October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active.”  This
FSP clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a
market that is not active.  The FSP also provides examples for
determining the fair value of a financial asset when the market for that
financial asset is not active.  FSP FAS No. 157-3 was effective upon
issuance, including prior periods for which financial statements have not been
issued.  The impact of adoption was not material to the Company’s
consolidated financial condition or results of operations.


F-10
 Table of Contents


Issuer’s
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement




In
September 2008, the FASB issued EITF Issue No. 08-5 (“EITF No. 08-5”), “Issuer’s
Accounting for Liabilities Measured at Fair Value with a Third-Party Credit
Enhancement.”  This FSP determines an issuer’s unit of accounting for
a liability issued with an inseparable third-party credit enhancement when it is
measured or disclosed at fair value on a recurring basis.  FSP EITF
No. 08-5 is effective on a prospective basis in the first reporting period
beginning on or after December 15, 2008.  The Company is currently
assessing the impact of FSP EITF No. 08-5 on its consolidated financial position
and results of operations.




Disclosures
about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement
No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date
of FASB Statement No. 161




In
September 2008, the FASB issued FSP FAS No. 133-1, “Disclosures about Credit
Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and
FASB Interpretation No. 45; and Clarification of the Effective Date of FASB
Statement No. 161.”  This FSP amends FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities,” to require
disclosures by sellers of credit derivatives, including credit derivatives
embedded in a hybrid instrument.  The FSP also amends FASB
Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others,” to require
and additional disclosure about the current status of the payment/performance
risk of a guarantee.  Finally, this FSP clarifies the Board’s intent
about the effective date of FASB Statement No. 161, “Disclosures about
Derivative Instruments and Hedging Activities.”  FSP FAS No. 133-1 is
effective for fiscal years ending after November 15, 2008.  The
Company is currently assessing the impact of FSP FAS No. 133-1 on its
consolidated financial position and results of operations.




Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities




In
June 2008, the FASB issued EITF Issue No. 03-6-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities.” EITF No. 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting
and, therefore, need to be included in the earnings allocation in computing
earnings per share under the two-class method. The EITF 03-6-1 affects entities
that accrue dividends on share-based payment awards during the awards’ service
period when the dividends do not need to be returned if the employees forfeit
the award. EITF 03-6-1 is effective for fiscal years beginning after
December 15, 2008. The Company is currently assessing the impact of EITF
03-6-1 on its consolidated financial position and results of
operations.




Determining
Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own
Stock




In June
2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own Stock.”  EITF
07-5 provides that an entity should use a two step approach to evaluate whether
an equity-linked financial instrument (or embedded feature) is indexed to its
own stock, including evaluating the instrument's contingent exercise and
settlement provisions.  It also clarifies on the impact of foreign
currency denominated strike prices and market-based employee stock option
valuation instruments on the evaluation.  EITF 07-5 is effective for
fiscal years beginning after December 15, 2008.  The Company is
currently assessing the impact of EITF 07-5 on its consolidated financial
position and results of operations.


F-11
 Table of Contents




Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)




In
May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion
No. 14-1, “Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP
clarifies the accounting for convertible debt instruments that may be settled in
cash (including partial cash settlement) upon conversion.  The FSP
requires issuers to account separately for the liability and equity components
of certain convertible debt instruments in a manner that reflects the issuer's
nonconvertible debt (unsecured debt) borrowing rate when interest cost is
recognized.  The FSP requires bifurcation of a component of the debt,
classification of that component in equity and the accretion of the resulting
discount on the debt to be recognized as part of interest expense in our
consolidated statement of operations.  The FSP requires retrospective
application to the terms of instruments as they existed for all periods
presented.  The FSP is effective for fiscal years beginning after
December 15, 2008 and early adoption is not permitted.  The Company is
currently evaluating the potential impact of FSP APB 14-1 upon its consolidated
financial statements.




The
Hierarchy of Generally Accepted Accounting Principles




In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements.  SFAS No. 162 is effective 60
days following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity
with Generally Accepted Accounting Principles".  The implementation of
this standard will not have a material impact on the Company's consolidated
financial position and results of operations.




Determination
of the Useful Life of Intangible Assets




In April
2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets under SFAS No. 142 “Goodwill and Other Intangible
Assets”.  The intent of this FSP is to improve the consistency between the
useful life of a recognized intangible asset under SFAS No. 142 and the period
of the expected cash flows used to measure the fair value of the asset under
SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally
accepted accounting principles.    The Company is currently
evaluating the potential impact of FSP FAS No. 142-3 on its consolidated
financial statements.




Disclosure
about Derivative Instruments and Hedging Activities




In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities, an amendment of SFAS No.
133.” This statement requires that objectives for using derivative instruments
be disclosed in terms of underlying risk and accounting designation. The Company
is required to adopt SFAS No. 161 on January 1, 2009. The Company is currently
evaluating the potential impact of SFAS No. 161 on the Company’s consolidated
financial statements.




Delay
in Effective Date




In
February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB
Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually)
to fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years. The impact of adoption was not material to the
Company’s consolidated financial condition or results of
operations.


F-12
 Table of Contents




Business
Combinations




In
December 2007, the FASB issued SFAS No. 141(R) “Business
Combinations.”  This Statement replaces the original SFAS No.
141.  This Statement retains the fundamental requirements in SFAS
No. 141 that the acquisition method of accounting (which SFAS No. 141
called the purchase
method) be used for all business combinations and for an acquirer to be
identified for each business combination. The objective of SFAS No. 141(R) is to
improve the relevance, and comparability of the information that a reporting
entity provides in its financial reports about a business combination and its
effects. To accomplish that, SFAS No. 141(R) establishes principles and
requirements for how the acquirer:




a.
            Recognizes
      and measures in its financial statements the identifiable assets acquired,
      the liabilities assumed, and any noncontrolling interest in the
      acquiree.




b.
            Recognizes
      and measures the goodwill acquired in the business combination or a gain
      from a bargain purchase.




c.
            Determines
      what information to disclose to enable users of the financial statements
      to evaluate the nature and financial effects of the business
      combination.




This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 and may not be applied before
that date. The Company is unable at this time to determine the effect that its
adoption of SFAS No. 141(R) will have on its consolidated results of operations
and financial condition.




Noncontrolling
Interests in Consolidated Financial Statements—an amendment of ARB No.
51




In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51.”  This
Statement amends the original Accounting Review Board (ARB) No. 51 “Consolidated
Financial Statements” to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. This Statement is effective for fiscal
years and interim periods within those fiscal years, beginning on or after
December 15, 2008 and may not be applied before that date.  The
Company is unable at this time to determine the effect that its adoption of SFAS
No. 160 will have on its consolidated results of operations and financial
condition.




Fair
Value Option for Financial Assets and Financial Liabilities




In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of SFAS No.
115,” which becomes effective for the Company on February 1, 2008, permits
companies to choose to measure many financial instruments and certain other
items at fair value and report unrealized gains and losses in earnings. Such
accounting is optional and is generally to be applied instrument by instrument.
The election of this fair-value option did not have a material effect on its
consolidated financial condition, results of operations, cash flows or
disclosures.


F-13
 Table of Contents




Fair
Value Measurements




In
September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements.”  SFAS No. 157 provides guidance for using fair value to
measure assets and liabilities.  SFAS No. 157 addresses the requests
from investors for expanded disclosure about the extent to which companies’
measure assets and liabilities at fair value, the information used to measure
fair value and the effect of fair value measurements on earnings. SFAS No. 157
applies whenever other standards require (or permit) assets or liabilities to be
measured at fair value, and does not expand the use of fair value in any new
circumstances. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2008 and was adopted by the Company in
the first quarter of fiscal year 2008. There was no material impact on the
Company’s consolidated results of operations and financial condition due to the
adoption of SFAS No. 157.




Accounting
Changes and Error Corrections




In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections,”
which replaces APB Opinion No. 20, "Accounting Changes," and SFAS No. 3,
"Reporting Accounting Changes in Interim Financial Statements - An Amendment of
APB Opinion No. 28”. SFAS No. 154 provides guidance on the accounting for and
reporting of accounting changes and error corrections, and it establishes
retrospective application, or the latest practicable date, as the required
method for reporting a change in accounting principle and the reporting of a
correction of an error. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The Company adopted SFAS No. 154 in the first quarter of fiscal year 2007 and
did not have a material impact on its consolidated results of operations and
financial condition.




NOTE 4 –
NOTE PAYABLES





Notes
payable consist of the following as of December 31:


2008
                    
                    
                    2007Unsecured
      Notes Payables from 23 promissory notes from 23 outside investors at a 8%
      interest rate and are in default.
                    
                    
                    
                    $
                    5,676,963
                    
                    
                    $
                    5,202,011Loans
      and advances from four affiliates and these notes are in
      default
                    
                    
                    
                    
                    561,511
                    
                    
                    
                    972,709Total
      of Notes Payable
                    
                    
                    
                    
                    6,238,474
                    
                    
                    
                    6,174,720Less
      Current Portion
                    
                    
                    
                    
                    (6,238,474
                    )
                    
                    
                    (6,174,720
                    )Long-Term
      Portion
                    
                    
                    
                    $
                    -
                    
                    
                    $
                    -


All notes
are in default and there is no plan for repayment of these
obligations.


F-14
 Table of Contents




NOTE 5 –
SHARE CAPITAL





On July
26, 2005, the Company authorized 50,000,000 shares of common stock, at $.01 par
value and as of December 31, 2008 30,852,030 common shares were issued and
outstanding.  In August 2007, the Company authorized 10,000,000 of
preferred series A shares at a par value of .02 and 100,000 shares were issued
and outstanding as of December 31, 2008.





Common
Stock


Years
      Ended
                
                Stock
      issued for Cash
                
                
                Cash
      Received
                
                
                Stock
      issued for servicesDecember
      31, 2007
                
                
                56,000
                
                
                $
                56,000
                
                
                
                2,666,470December
      31, 2008
                
                
                -
                
                
                $
                -
                
                
                
                -





2007





The
Company issued 56,000 shares of common stock to accredited investors at a price
of $1.00 per share.  During the first quarter of 2007, the Company
issued 1,094,286 shares of common stock to service providers as consideration
for services provided to the Company.  During the second quarter of
2007, the Company issued 827,000 shares of common stock to service providers as
consideration for services provided to the Company. This included 100,000 shares
and 300,000 shares conveyed to Skyway Development and Jade Treasure,
respectively, in conjunction with the issuance of Convertible Notes and 427,000
shares to numerous service providers. The 100,000 shares provided to Skyway
Development and the 300,000 shares granted to Jade Treasure were booked as
Equity Commission Expense at values of $175,000 and $444,000,
respectively.  The 427,000 shares were valued at $725,900 and were
accounted for as Consulting Expense.





During
the second quarter of 2007, on approval of the Board of Directors, the Company
issued 100,000 shares of Series A Preferred Stock to Mr. Chermak in lieu of
payment of deferred compensation of $100,000.  Each share of Preferred
Stock shall have 500 votes on all matters to be voted by the holders of the
Common Stock, and each share of Preferred Stock shall be converted, at the
option of the holder, into one share of Common Stock for each share of Preferred
Stock converted.  All common shares issued for services and commissions
were recorded as an expense in the Statement of Operations.  We
recorded these shares at the market value of the stock on the date issued, there
was no vesting schedule in the issuance of the common shares, and there were no
terms of issuance the shares were   fully vested at the issuance
date.





The
beneficial conversion value of $70,200, calculated for issuance of the 100,000
shares of Preferred Stock, was treated as a deemed dividend and was recorded
against Paid in Capital.  The amount above was added to the reported
loss from Operations for the second quarter and the nine months ended September
30, 2007 solely for purposes of calculating the basic and diluted net losses per
share.  The conversion value was not significant enough to impact the
Company’s net loss per share calculations.


All
common shares issued for services and commissions were recorded as an expense in
the Statement of Operations.  We recorded these shares at the market
value of the stock on the date issued, there was no vesting schedule in the
issuance of the common shares, and there were no terms of issuance the shares
were fully vested at the issuance date.





2008





There was
no common or preferred stock issued in year ended December 31,
2008.


F-15
 Table of Contents




Preferred
Stock





Preferred
Series A





During
the year ended December 31, 2007, the Company issued 100,000 Preferred Series
A.





Stock
Option Plan





The
Company has two stock option plans: the 2001 Stock Option Plan (the “2001 Plan”)
and the 2005 Stock Option Plan (the “2005 Plan”). There are currently no options
outstanding under the 2001 Plan, and as a result of the 1-for-200 reverse split
of the Company’s outstanding stock earlier this year and the corresponding
adjustment to the 2001 Plan, only 10,000 options remain available for future
issuance under the 2001 Plan. The Company does not intend to grant any more
options under the 2001 Plan. The Company’s 2005 Plan, which was implemented
after the reverse split, provides for the grant of options to purchase up to
5,000,000 shares of the Company’s common stock at consideration to be determined
from time-to-time by the Company’s Board of Directors. Both plans have been
approved by the Company’s Board of Directors and shareholders.





Number
      of Securities to be issued upon exercise of outstanding options,
      warranties and rights
                  (a)
                
                
                Weighted
      average exercise price of outstanding options, warrants and
      rights
                  (b)
                
                
                Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))
                  (c)Equity
      Compensation plans approved by security holders
                
                
                0
                
                
                $
                -
                
                
                
                5,000,000Equity
      compensation plans not approved by security holders
                
                
                0
                
                
                
                -
                
                
                
                -Total
                
                
                0
                
                
                $
                -
                
                
                
                5,000,000




2005 Plan. A total of
5,000,000 shares were reserved for issuance from time to time under the 2005
Plan. This number would be adjusted in the event of any change in the
outstanding common stock of the Company by reason of any stock dividend, stock
split or similar corporate change. If an option granted under the 2005 Plan
expires or otherwise terminates without having been exercised, the shares of
common stock subject to such option shall be available for grant again under the
2005 Plan. In July 2007, the Company granted 4,660,000 options under the 2005
Plan.





The 2005
Plan is administered by the Company’s Board of Directors. The Board of Directors
may grant options to any employee, consultant or director of the Company or any
of its subsidiaries. On the date of grant, the board of directors will determine
the vesting schedule, expiration date and option exercise price for each option.
The per-share exercise price of any incentive stock option, or ISO, may not be
less than the fair market value of a share of the Company’s stock on the date of
grant, as determined in accordance with the terms of the 2005 Plan. The
per-share exercise price of any non-qualified stock option, or NSO, may not be
less than 85% of the fair market value of a share of the Company’s common stock
on the date of grant.  Any increase in the maximum number of shares
for which options may be granted under the 2005 Plan must be approved by the
Company’s shareholders.


F-16
 Table of Contents




Eligibility





The
persons who shall be eligible to receive Options shall be employees, directors,
or consultants of the Company or any of its Affiliates ("Optionees"). The term
consultant shall mean any person who is engaged by the Company to render
services and is compensated for such services, and any director of the Company
whether or not compensated for such services; provided that, if the Company
registers any of its securities pursuant to the Securities Act of 1933, as
amended (the "Act"), the term consultant shall thereafter not include directors
who are not compensated for their services or are paid only a director fee by
the Company.





The Plan
authorizes the granting of both incentive stock options, as defined under
Section 422 of the Internal Revenue Code of 1986 ("ISO"), and non-statutory
stock options ("NQO") to purchase Common Stock. All employees of the Company and
its affiliates are eligible to participate in the Plan. The Plan also
authorizes the granting of NQO's to non-employee Directors and others performing
services to the Company.





Any
Incentive Stock Option granted to a person who at the time the Option is granted
owns stock possessing more than ten percent (10%) of the total combined voting
power of value of all classes of stock of the Company, or of any Affiliate,
("Ten Percent Holder") shall have an Option Price of no less than one hundred
ten percent (110%) of the fair market value of the common stock as of the date
of grant. Incentive Stock Options granted to a person who at the time the Option
is granted is not a Ten Percent Holder shall have an Option price of no less
than one hundred percent (100%) of the fair market value of the common stock as
of the date of grant. Nonstatutory Options granted to a person who at the time
the Option is granted is not a Ten Percent Holder shall have an Option Price
determined by the Board as of the date of grant.





No option
granted pursuant to the Plan is transferable otherwise than by will or the laws
of descent and distribution. If there is a stock split, stock dividend, or other
relevant change affecting the Company's shares, appropriate adjustments would be
made in the number of shares that could be issued in the future and in the
number of shares and price under all outstanding grants made before the event.
Future options may also cover such shares as may cease to be under option by
reason of total or partial expiration, termination or voluntary surrender of an
option.





The
aggregate fair market value (determined at the time an option is granted) of the
Common Stock with respect to which ISO's are exercisable for the first time by
any person during any calendar year under the Plan shall not exceed $100,000.
Any Option granted to an Employee of the Company shall become exercisable over a
period of no longer than ten (10) years, and no less than twenty percent (20%)
of the shares covered thereby shall become exercisable annually. No Option shall
be exercisable, in whole or in part, prior to one (1) year from the date it is
granted unless the Board shall specifically determine otherwise, as provided
herein. In no event shall any Option be exercisable after the expiration of ten
(10) years from the date it is granted. Unless otherwise specified by the Board
or the Committee in the resolution authorizing such option, the date of grant of
an Option shall be deemed to be the date upon which the Board or the Committee
authorizes the granting of such Option.





The fair
value of each option grant was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions:





Expected
      life (years)
                
                
                3.0Risk-Free
      interest rate
                
                
                4.9
                %Expected
      Volatility
                
                
                113
                %Expected
      Dividend Yield
                
                
                0.00
                %





All
Options issued have expired with in 90 days of the employees’ termination in
accordance with the stock option plan.


F-17
 Table of Contents




Warrants





The
Company has the following warrants outstanding as of December 31,
2008.





Date
                
                Warrants
                
                
                Strike
                
                DateIssued
                
                Issued
                
                
                Price
                
                ExpiredJanuary
      22, 2007
                
                
                660,000
                
                
                
                1.50
                
                January
      22, 2009April
      30, 2007
                
                
                900,000
                
                
                
                1.50
                
                April
      26, 2009April
      27, 2007
                
                
                200,000
                
                
                
                1.00
                
                April
      27, 2011December
      23, 2006
                
                
                240,000
                
                
                
                1.50
                
                NoneTotal
      Warrants Issued
                
                
                2,000,000





NOTE 6 -
INCOME TAXES





The
provision (benefit) for income taxes from continued operations for the years
ended December 31, 2008 and 2007 consist of the
following:


December
      31,2008
                  
                  
                  2007Current:Federal
                  
                  $
                  -
                  
                  
                  $
                  -State
                  
                  
                  -
                  
                  
                  
                  --
                  
                  
                  
                  -Deferred:Federal
                  
                  $
                  517,246
                  
                  
                  $
                  6,571,011State
                  
                  
                  107,057
                  
                  
                  
                  1,363,217624,303
                  
                  
                  
                  7,934,228Valuation
      allowance
                  
                  
                  (624,303
                  )
                  
                  
                  (7,934,228
                  )Provision
      benefit for income taxes, net
                  
                  $
                  -
                  
                  
                  $
                  -




F-18
 Table of Contents




The
difference between income tax expense computed by applying the federal statutory
corporate tax rate and actual income tax expense is as follows:


December
      31,2008
                  
                  
                  2007Statutory
      federal income tax rate
                  
                  
                  34.0
                  %
                  
                  
                  34.0
                  %State
      income taxes and other
                  
                  
                  8.9
                  %
                  
                  
                  8.9
                  %Valuation
      allowance
                  
                  
                  (42.9
                  %)
                  
                  
                  (42.9
                  %)Effective
      tax rate
                  
                  
                  -
                  
                  
                  
                  -




Deferred
income taxes result from temporary differences in the recognition of income and
expenses for the financial reporting purposes and for tax purposes. The tax
effect of these temporary differences representing deferred tax asset and
liabilities result principally from the
following:


December
      31,2008
                    
                    
                    2007Net
      operating loss carryforward
                    
                    
                    624,303
                    
                    
                    
                    7,934,228Valuation
      allowance
                    
                    
                    (624,303
                    )
                    
                    
                    (7,934,228
                    )Deferred income tax
      asset
                    
                    $
                    -
                    
                    
                    $
                    -




The
Company has a net operating loss carryforward of approximately $58,329,705
available to offset future taxable income through 2028.




NOTE 7 -
DISCONTINUED OPERATIONS




The
Company ceased operations of its medical imaging business and has discontinued
operations of Retail Pilot, MedLink International, Inc. and Clarity Imaging
International, Inc. in the amount of $912,045 and $16,403,356 as of December 31,
2008 and 2007, respectively.


F-19
 Table of Contents




We have
discontinued operation in accordance with Statement of Financial Accounting
Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of
Long-lived Assets.  The results of operations of the business for the
three and nine months ended have therefore been reported as discontinued
operations.  Operating results for the business are summarized as
follows:


December
      31,2008
                
                
                2007Revenues
                
                $
                1,150
                
                
                $
                243,770ExpensesOperating
                
                
                1,000
                
                
                
                210,432General
      and administrative
                
                
                626,878
                
                
                
                12,456,247Depreciation
                
                
                75,314
                
                
                
                351,596Interest
      expense
                
                
                209,703
                
                
                
                2,334,536Impairment
      of assets
                
                
                -
                
                
                
                1,294,315Total
      expense
                
                
                912,045
                
                
                
                16,403,356Loss
      before income taxes
                
                
                912,045
                
                
                
                16,403,356Loss
      from discontinued operations
                
                $
                912,045
                
                
                $
                16,403,356






NOTE 8 -
COMMITMENTS AND CONTINGENCIES





The
Company has entered into agreements with outside consultants. However, certain
of these agreements included additional compensation on the basis of
performance.  The consulting agreement are with key shareholders that
are instrumental to the success of the company and its development of it
product.





NOTE 9 -
RELATED PARTY TRANSACTIONS





The
Company is managed by its key shareholder.





NOTE 10 -
NET LOSS PER SHARE





Restricted
shares and warrants are included in the computation of the weighted average
number of shares outstanding during the periods.  The net loss per
common share is calculated by dividing the consolidated loss by the weighted
average number of shares outstanding during the periods.


***************




F-20
 Table of Contents


Item
9.Changes In and
Disagreements With Accountants on Accounting and Financial
Disclosure.




We have
no changes or disagreements with our auditors.




Item9A.Controls and Procedures





Our
management team, under the supervision and with the participation of our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under
the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last
day of the fiscal period covered by this report, May 31, 2008. The term
disclosure controls and procedures means our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated and communicated to management, including our principal executive
and principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. Based on
this evaluation, our principal executive officer and our principal financial
officer concluded that our disclosure controls and procedures were effective as
of December 31, 2008.





Our
principal executive officer and our principal financial officer, are responsible
for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15(f).
Management is required to base its assessment of the effectiveness of our
internal control over financial reporting on a suitable, recognized control
framework, such as the framework developed by the Committee of Sponsoring
Organizations (COSO). The COSO framework, published in Internal Control-Integrated
Framework, is known as the COSO Report. Our principal executive officer
and our principal financial officer, have has chosen the COSO framework on which
to base its assessment. Based on this evaluation, our management concluded that
our internal control over financial reporting was effective as of December 31,
2008.





This
annual report on Form 10-K does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
annual report on Form 10-K.





There
were no changes in our internal control over financial reporting that occurred
during the last quarter of 2008 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting. Our
principal executive officer and our principal financial officer, report was not
subject to attestation by the company’s registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the company to provide only management’s report in this annual
report.





It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable and not absolute assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of certain events. Because of
these and other inherent limitations of control systems, there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.


-12-
 Table of Contents




Changes
in Internal Control Over Financial Reporting





During
the fiscal year ended December 31, 2008, there were no changes in our internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





LACK
OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE





Management
is aware that an audit committee composed of the requisite number of independent
members along with a qualified financial expert has not yet been
established.  Considering the costs associated with procuring and
providing the infrastructure to support an independent audit committee and the
limited number of transactions, Management has concluded that the risks
associated with the lack of an independent audit committee are not
justified.  Management will periodically reevaluate this
situation.





LACK
OF SEGREGATION OF DUTIES





Management
is aware that there is a lack of segregation of duties at the Company due to the
small number of employees dealing with general administrative and financial
matters. However, at this time management has decided that considering the
abilities of the employees now involved and the control procedures in place, the
risks associated with such lack of segregation are low and the potential
benefits of adding employees to clearly segregate duties do not justify the
substantial expenses associated with such increases.  Management will
periodically reevaluate this situation




ITEM 9B. OTHER INFORMATION





None.


-13-
 Table of Contents


PARTIII




Item
      10.
            Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance With Section 16(a) of the Exchange
  Act.




Director
and Executive Officer





Set forth
below is information regarding the Company’s current directors and executive
officers. There are no family relationships between any of our directors or
executive officers. The directors are elected annually by stockholders. Set
forth below are the directors and officers of the Company as of March
2009.


Scott
      Landow
            
            53
            
            President
      and Chief Executive Officer, Director, Principle Accounting
      Officer





The chief
executive officer and sole director and officer of the Company will hold office
until additional members or officers are duly elected and
qualified.  The background and principal occupations of the sole
officer and director of the Company is as follows:





Scott D. Landowis our sole
director, CEO, CFO, and Senior Managing Director of New Business Development
since May, 2005. From December 2005 through May 2005 Mr. Landow was President,
CEO and a member of the board of directors of Bridgetech Holdings International
a publicly traded company leveraging significant relationships in China &
the U.S. to capitalize on proprietary opportunities in high growth segments of
the healthcare industry.  From August 2000 through February 2005, Mr.
Landow was President of Parentech Inc., an emerging medical device company for
newborns and infants.





Compensation
of Directors





Our
bylaws provide that, unless otherwise restricted by our certificate of
incorporation, our Board of Directors has the authority to fix the compensation
of directors. The directors may be paid their expenses, if any, related to
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
our director. Our bylaws further provide that no such payment will preclude any
director from serving our company in any other capacity and receiving
compensation therefore. Further, members of special or standing committees may
be given compensation for attending committee meetings.




Audit
Committee Financial Expert





The
Company does not have an audit committee or a compensation committee of its
board of directors. In addition, the Company’s board of directors has determined
that the Company does not have an audit committee financial expert serving on
the board. When the Company develops its operations, it will create an audit and
a compensation committee and will seek an audit committee financial expert for
its board and audit committee.





Compliance
with Section 16(A) Of The Exchange Act 9.A. Directors And Executive Officers,
Promoters, And Control Persons:





The
Company is aware that all filings of Form 4 and 5 required of Section 16(a) of
the Exchange Act of Directors, Officers or holders of 10% of the Company's
shares have not been timely and the Company has instituted procedures to ensure
compliance in the future.


-14-
 Table of Contents




Code
of Ethics




We have
adopted a code of ethics that applies to all of our executive officers,
directors and employees. Code of ethics codifies the business and ethical
principles that govern all aspects of our business. This document will be made
available in print, free of charge, to any shareholder requesting a copy in
writing from the Company and it attached to our annual report for the fiscal
year ended December 31, 2008.




Indemnification
of Officers and Directors





As
permitted by Delaware law, our Articles of Incorporation provide that we will
indemnify its directors and officers against expenses and liabilities they incur
to defend, settle, or satisfy any civil or criminal action brought against them
on account of their being or having been Company directors or officers unless,
in any such action, they are adjudged to have acted with gross negligence or
willful misconduct.





Pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.





Item
      11.
            Executive
      Compensation.




General.Mr. Scott
Landow serves as the Company’s sole-director and chief executive
officer.




Summary
Compensation Table




The
following table sets forth for the year ended December 31, 2008 and 2007
compensation awarded to, paid to, or earned by, our Directors and Chief
Executive Officer, andour other most
highly compensated executive officers whose total compensation during the last
fiscal year exceeded $100,000, if any.




-15-
 Table of Contents


2008
and 2007 SUMMARY COMPENSATION TABLE


Name
      and Principal Position
                        
                        Year
                        
                        
                        Salary ($)
                        
                        Bonus ($)
                        
                        Stock
                          Awards
                          ($)
                        
                        Option
                          Awards
                          ($)
                        
                        Non-Equity
                          IncentivePlan
                          Compensation
                          
                          ($)
                        
                        Change
      in
                          Pension
                          Value
      and
                          Nonqualified
                          Deferred
                          Compensation
                          Earnings
                          ($)
                        
                        All
      Other
                          Compensation-
                          ion
                          ($)
                        
                        Total
                          ($)Scott
      Landow
                        
                        2008
                        
                        
                        
                        
                        
                        
                        0
                        
                        0
                        
                        0
                        
                        02007
                        
                        
                        
                        
                        
                        
                        0
                        
                        0
                        
                        0
                        
                        0







2008
and 2007 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE





Option
      Awards
              Stock
    AwardsEquity
                Incentive
                Plan
                Awards:
                Number
      of
                Securities
                Underlying
                Unexercised
                Unearned
                Options
                (#)
              Option
                Exercise
                Price
                ($)
              Option
                Expiration
                Date
              Number
                of
                Shares
      or
                Units
      of
                Stock
                That
                Have
      Not
                Vested
                (#)
              Market
                Value of
                Shares or
                Units
      of
                Stock
                That
                Have
      Not
                Vested
                ($)
              Equity
                Incentive
                Plan
      Awards:
                Number
      of
                Unearned
                Shares,
      Units
                or
      Other
                Rights
      That
                Have
      Not
                Vested
                (#)
              Equity
                Incentive
                Plan
                Awards:
                Market
      or
                Payout
      Value
                of
      Unearned
                Shares,
      Units
                or
      Other
                Rights
      That
                Have
      Not
                Vested
                ($)Name
              Number
      of
                  Securities
                  Underlying
                  Unexercised
                  Options
                  (#)Exercisable
              Number
      of
                  Securities
                  Underlying
                  Unexercised
                  Options
                  (#)UnexercisableScott
      Landow
              0
              0
              0
              0
              0
              0
              0
              0
              0





2008
and 2007 OPTION EXERCISES AND STOCK VESTED TABLE




Name
                  Option
      Awards
                  Stock
    AwardsNumber of Shares
                    Acquired on Exercise
                    (#)
                  Value Realized
                    on
      Exercise
                    ($)
                  Number of Shares
                    Acquired on Vesting
                    (#)
                  Value Realized
                    on
      Vesting
                    ($)Scott
      Landow




-16-


2008
and 2007 PENSION BENEFITS TABLE


Name
                      
                      Plan
                        Name
                      
                      Number of
                        Years
                        Credited
      Service
                        (#)
                      
                      Present
                        Value
      of Accumulated
                        Benefit
                        ($)
                      
                      Payments During Last
                        Fiscal
      Year
                        ($)Scott
      Landow
                      
                      
                      
                      0
                      
                      0
                      
                      0




2008
and 2007 NONQUALIFIED DEFERRED COMPENSATION TABLE


Name
                              
                              Executive
                                Contributions
                                in
      Last Fiscal Year
                                ($)
                              
                              Registrant
                                Contributions in Last
                                Fiscal
      Year
                                ($)
                              
                              Aggregate Earnings
                                in
      Last Fiscal Year
                                ($)
                              
                              Aggregate
                                Withdrawals /
                                Distributions
                                ($)
                              
                              Aggregate Balance at
                                Last
      Fiscal Year-End
                                ($)Scott
      Landow
                              
                              0
                              
                              0
                              
                              0
                              
                              0
                              
                              0




2008
and 2007 DIRECTOR COMPENSATION TABLE


Name
              
              Fees Earned
                or
                Paid in Cash
                ($)
              
              Stock Awards
                ($)
              
              Option Awards
                ($)
              
              Non-Equity
                Incentive
      Plan
                Compensation
                ($)
              
              Change
                in
      Pension
                Value
      and
                Nonqualified
                Deferred
                Compensation
                Earnings
                ($)
              
              All
      Other
                Compensation
                ($)
              
              Total
                ($)Scott
      Landow
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0




-17-
 Table of Contents





2008
and 2007 ALL OTHER COMPENSATION TABLE


Name
                  
                  Year
                  
                  Perquisites
                    and
      Other
                    Personal
                    Benefits
                    ($)
                  
                  Tax
                    Reimbursements
                    ($)
                  
                  Insurance
                    Premiums
                    ($)
                  
                  Company
                    Contributions
                    to Retirement and
                    401(k)
      Plans
                    ($)
                  
                  Severance
                    Payments /
                    Accruals
                    ($)
                  
                  Change
                    in Control
                    Payments /
                    Accruals
                    ($)
                  
                  Total ($)Scott
      Landow
                  
                  2007
                  
                  0
                  
                  0
                  
                  0
                  
                  0
                  
                  0
                  
                  0
                  
                  02008
                  
                  0
                  
                  0
                  
                  0
                  
                  0
                  
                  0
                  
                  0
                  
                  0





2008
and 2007 PERQUISITES TABLE


Name
                
                Year
                
                Personal Use of
                  Company
                  Car/Parking
                
                Financial Planning/
                  Legal
      Fees
                
                Club Dues
                
                Executive Relocation
                
                Total Perquisites
                  and
                  Other Personal
                  BenefitsScott
      Landow
                
                2008
                
                0
                
                0
                
                0
                
                0
                
                02007
                
                0
                
                0
                
                0
                
                0
                
                0




2008
and 2007 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
TABLE


Name
                        Benefit
                        Before
                          Change in
                          Control
                          Termination
                          w/o Cause
      or for
                          Good
      Reason
                        After Change
                          in
                          Control
                          Termination
      w/o Cause or
                          for Good
                          Reason
                        Voluntary
                          Termination
                        Death
                        Disability
                        
                        Change in
                          ControlScott
      Landow
                        Basic salary
                        
                        
                        
                        
                        
                        
                        
                        -




-18-
 Table of Contents


Compensation
of Directors





We
currently have one director. Our current compensation policy for directors
is to compensate them through options to purchase common stock as consideration
for their joining our board and/or providing continued services as a director.
We do not currently provide our directors with cash compensation, although we do
reimburse their expenses, with exception for a chairman of the board. No
additional amounts are payable to the Company’s directors for committee
participation or special assignments. There are no other arrangements pursuant
to which any directors was compensated during the Company’s last completed
fiscal year for any service provided.




Item
      12.
            Security
      Ownership of CertainBeneficial Owners and Management and
      Related Stockholder Matters.




The
following table lists stock ownership of our Common Stock as of March 23, 2009,
based on 30,852,030 shares of common stock issued and
outstanding.  The information includes beneficial ownership by (i)
holders of more than 5% of our Common Stock, (ii) each of two directors and
executive officers and (iii) all of our directors and executive officers as a
group. Except as noted below, to our knowledge, each person named in the table
has sole voting and investment power with respect to all shares of our Common
Stock beneficially owned by them.


Name
      and Address of Owner
                  Title
      of Class
                  
                  Numberof
                    SharesOwned
      (1)
                  
                  
                  Percentageof
      ClassScott
      Landow
                    777
      South Highway 101, Suite 215
                    Solana
      Beach, CA  92975
                  Common
      StockMichael
      Chermak
                  Common
      Stock
                  
                  
                  3,858,023
                  
                  
                  
                  13
                  %All
      Officers and Directors
                    As
      a Group (1 persons)
                  Common
      Stock




Changes
in Control




We are
not aware of any arrangements that may result in a change in control of the
Company.


-19-
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DESCRIPTION
OF SECURITIES




General




Our
authorized capital stock consists of 50,000,000 shares of common stock, par
value $ .02, and 10,000,000 shares of preferred A stock.




Common
Stock




The
shares of our common stock presently outstanding, and any shares of our common
stock issues upon exercise of stock options and/or warrants, will be fully paid
and non-assessable. Each holder of common stock is entitled to one vote for each
share owned on all matters voted upon by shareholders, and a majority vote is
required for all actions to be taken by shareholders. In the event we liquidate,
dissolve or wind-up our operations, the holders of the common stock are entitled
to share equally and ratably in our assets, if any, remaining after the payment
of all our debts and liabilities and the liquidation preference of any shares of
preferred stock that may then be outstanding. The common stock has no preemptive
rights, no cumulative voting rights, and no redemption, sinking fund, or
conversion provisions. Since the holders of common stock do not have cumulative
voting rights, holders of more than 50% of the outstanding shares can elect all
of our Directors, and the holders of the remaining shares by themselves cannot
elect any Directors. Holders of common stock are entitled to receive dividends,
if and when declared by the Board of Directors, out of funds legally available
for such purpose, subject to the dividend and liquidation rights of any
preferred stock that may then be outstanding.




Voting
Rights





Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of stockholders.





Dividends





Subject
to preferences that may be applicable to any then-outstanding shares of
Preferred Stock, if any, and any other restrictions, holders of Common Stock are
entitled to receive ratably those dividends, if any, as may be declared from
time to time by the Company’s board of directors out of legally available funds.
The Company and its predecessors have not declared any dividends in the past.
Further, the Company does not presently contemplate that there will be any
future payment of any dividends on Common Stock.




Amendment
of our Bylaws




Our
bylaws may be adopted, amended or repealed by the affirmative vote of a majority
of our outstanding shares. Subject to applicable law, our bylaws also may be
adopted, amended or repealed by our Board of Directors.




Transfer
Agent





On August
31, 2006, the Company engaged Colonial Transfer Agent to serve in the capacity
of transfer agent. Their mailing address and telephone number Colonial Stock
Transfer, 66 Exchange Place, Salt Lake City, UT 84111 - Phone is (801)
355-5740.


-20-
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Item
      13.
            Certain
      Relationshipsand Related Transactions, and Director
      Independence.




None of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:





o
            Any
      of our directors or officers, except as described
  below;




o
            Any
      person proposed as a nominee for election as a
  director;




o
            Any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 5% of the voting rights attached to our outstanding shares of common
      stock;




o
            Any
      of our promoters;




o
            Any
      relative or spouse of any of the foregoing persons who has the same house
      address as such person.





In June
2008 the Company and its employee agreed to exchange all the assets and
liabilities of the Asian subsidiary in exchange for her outstanding debt with
the Company which resulted in an increase in additional paid in capital of
$712,118.  The Company and its investor agreed to exchange all of the
assets and liabilities in it Asian CRO for the outstanding debt with the company
in the amount of $151,005 which resulted in an increase in additional paid in
capital.  The Company had extinguishment of debt for unpaid deferred
compensation of $193,460 from our prior officer and director of the Company who
resigned and relinquished all rights to the deferred
compensation.  These related party transactions have been charged
against additional paid in capital.




ITEM
14.            Principal
Accountant Fees And Services




Audit Fees.  The
aggregate fees billed by Jewett, Schwartz, Wolfe & Associates for
professional services rendered for the audit of the Company’s annual financial
statements for fiscal years ended December 31, 2008 and 2007 approximated $-0-
and $42,000 respectively.  The aggregate fees billed by Jewett,
Schwartz, Wolfe & Associates for the review of the financial statements
included in the Company’s Forms 10-Q for fiscal year 2008 and 2007 approximated
$-0- and $15,000 respectively.




Audit-Related
Fees.  The aggregate fees billed by Jewett, Schwartz, Wolfe
& Associates for assurance and related services that are reasonably related
to the performance of the audit or review of the Company’s financial statements
for the fiscal years ended December 31, 2008 and 2007, and that are not
disclosed in the paragraph captioned “Audit Fees” above, were $0 and $0,
respectively.




Tax Fees.The
aggregate fees billed by Jewett Schwartz Wolfe & Associates for professional
services rendered for tax compliance, tax advice and tax planning for the fiscal
year ended December 31, 2008 and 2007 were $0.




All Other Fees.  The
aggregate fees billed by Jewett Schwartz Wolfe & Associates for products and
services, other than the services described in the paragraphs “Audit Fees,”
“Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended December
31, 2008 and 2007 approximated $0 and $57,000 respectively.


-21-
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The Board
has received and reviewed the written disclosures and the letter from the
independent registered public accounting firm required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and
has discussed with its auditors its independence from the Company. The Board has
considered whether the provision of services other than audit services is
compatible with maintaining auditor independence.




Based on
the review and discussions referred to above, the Board approved the inclusion
of the audited consolidated financial statements be included in the Company’s
Annual Report on Form 10-K for its 2008 fiscal year for filing with the
SEC.




The Board
pre-approved all fees described above.







PartIV




ITEM
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.







3.1
            
            Articles
      of Incorporation amended (1)3.2
            
            Amendments
      to Articles of Incorporation (1)3.1
            
            Bylaws
      of the Corporation (1)21
            
            Subsidiaries
      (2)31.1
            
            Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act. (2)31.2
            
            Certification
      of Principal Financial and Accounting Officer Pursuant to Section 302 of
      the Sarbanes-Oxley Act. (2)32.1
            
            Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.  (2)32.2
            
            Certification
      of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.  (2)




(1)
            Incorporated
      by reference to exhibit 3(i) to the Company's Form 10-SB/12g filed on
      February 13, 2008.(2)
            Filed
      herein










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BRIDGETECH
HOLDINGSINTERNATIONAL, INC.




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized.





Registrant
              
              Date:
      April 15, 2009
            
            BRIDGETECH
      HOLDINGS INTERNATIONAL, INC.
              
              By:
      /s/ Scott LandowScott
      LandowChairman,
      Chief Executive Officer (Principle Executive
  Officer)








Date:
      April 15, 2009
            
            By:
      /s/ Scott LandowScott
      LandowPrinciple
      Financial Officer








In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Company and in the capacities
and on the dates indicated.








Date:
      April 15, 2009
            
            By:
      /s/ Scott LandowScott
      LandowChairman,
      Chief Executive Officer (Principle Executive Officer), Director Principle
      Financial Officer