U.S. Securities and Exchange Commission


Washington, D.C. 20549





____________________




FORM 10-K


____________________







(Mark One)


x  Quarterly Report Pursuant to Section 13 or 15(d) of


the Securities Exchange Act of 1934





For the quarterly period ended December 31, 2009





o   Transition Report Pursuant to Section 13 or 15(d)


of the Securities Exchange Act




For the transition period from N/A to N/A


____________________





Commission File No. 0-51697


____________________






Bridgetech Holdings International, Inc.





(Name of small business issuer as specified in its charter)






Delaware
21-1992090State of Incorporation
IRS Employer Identification No.




P.O. Box 1072


Cardiff, CA  92007


(Address of principal executive offices)





(858) 847-9090


(Issuer’s telephone number)




Securities registered under Section 12(b) of the Exchange Act:


None




Securities registered under Section 12(g) of the Exchange Act:


Common Stock, $0.001 par value per share







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


o YesxNo





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.    x  Yes   o No




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period that the registrant
was required to submit and post such files).


Yes   ̈    xNo





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, ,a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer” large accelerated filer” or “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer
Non-accelerated filer
o
o
Accelerated filer
Smaller Reporting company

o
x





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




The aggregate market value of voting  and non-voting common equity  held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter, June 30, 2009 was approximately $296,934.





Solely for purposes of the foregoing calculation, all of the registrant’s directors and officers as of December 31, 2009, 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 of April 5, 2010, there were70,852,030shares
of Common Stock, $0.01 par value per share and  100,000 shares of Series A preferred stock, $0.02 par value per share.





Documents Incorporated By Reference -None





Bridgetech Holdings International, Inc.


FORM 10-K ANNUAL REPORT


FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 and 2008


TABLEOF CONTENTS





PART IITEM 1.
BUSINESS

1ITEM 1A.
RISK FACTORS

3ITEM 1B.
UNRESOLVED STAFF COMMENTS

8ITEM 2.
PROPERTIES

8ITEM 3.
LEGAL PROCEEDINGS

8ITEM 4.
RESERVED

8PART IIITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

9ITEM 6.
SELECTED FINANCIAL DATA

10ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

11ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

13ITEM 8.
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

14ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

33ITEM 9A.
CONTROLS AND PROCEDURES

33ITEM 9B.
OTHER INFORMATION

34PART IIIITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

35ITEM 11.
EXECUTIVE COMPENSATIONITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

41ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

42ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

43PART IVITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

43SIGNATURES

44CERTIFICATIONSExhibit 31 – Management certificationExhibit 32 – Sarbanes-Oxley Act





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Forward Looking Statements — Cautionary Language




Certain statements made in these documents and in other written or oral statements made by Bridgetech Holdings International, Inc. or on Bridgetech Laboratories, Inc’s behalf are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement is a
statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: "believe", "anticipate", "expect", "estimate", "project", "will", "shall" and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, trends in our businesses, prospective products,
future performance or financial results. Bridgetech Holdings International, Inc. claims the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.  Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described in this filing.  The risks included
herein are not exhaustive. This annual report on Form 10-K, as quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC include additional factors which could impact Bridgetech Holdings International, Inc.'s business and financial performance. Moreover, Bridgetech Holdings International, Inc. operates in a rapidly changing and competitive environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors. Further,
it is not possible to assess the impact of all risk factors on Bridgetech Laboratories, Inc's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, Bridgetech Holdings International, Inc. disclaims any obligation to update any forward-looking
statements to reflect events or circumstances that occur after the date of the report.




PART I


ITEM 1.  BUSINESS.




Except for historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties.  Such forward-looking statements include, but are not limited to, statements regarding future events and the Company’s plans and expectations.  Actual results
could differ materially from those discussed herein.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Form 10-K or incorporated herein by reference, including those set forth in Management’s Discussion and Analysis or Plan of Operation.





As used in this annual report, “we”, “us”, “our”, “Bridgetech”, “Bridgetech Holdings” “Company” or “our company” refers to Bridgetech Holdings International, Inc. and all of its subsidiaries.





Overview





Our company, Bridgetech Holdings International, Inc. 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.


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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, Inc. 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, Inc., other than Scott Landow, Parentech’s chief executive officer, had resigned, leaving
Mr. Landow as the sole director and officer of the Company.





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, was 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, Inc. prior to the transaction with Old Bridgetech.





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 fiscal year end December 31, 2009 the Company has 1 employee.




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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.





ITEM 1A - RiskFactors




An investment in our common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this Annual Report on Form 10-K, before investing in our common stock. If any of the events
anticipated by the risks described below occur, our results of operations and financial condition could be adversely affected which could result in a decline in the market price of our common stock, causing you to lose all or part of your investment.We have updated or restated the risk factors previously disclosed in our registration statement on Form 10-SB, filed March 2, 2007, as amended and in our prior reports.  .





The Liquidity Of Our Common Stock Is Seriously Limited And There Is A Limited Market For Our Common Stock





Our stock is currently being traded on the NASDAQ Over-The-Counter Bulletin Board, and the liquidity of our common stock is limited. The Bulletin Board is a limited market and subject to substantial restrictions and limitations in comparison to the NASDAQ system. Any broker/dealer that makes a market in our stock or other person that
buys or sells our stock could have a significant influence over its price at any given time.





We Depend Upon Key Management Personnel and the Loss of Any of Them Would Seriously Disrupt Our Operations:





The success of our company is largely dependent on the personal efforts of our sole key executive, Scott Landow. The loss of his services could have a material adverse effect on our business and prospects..





Our Common Stock Is Subject To Penny Stock Regulation





Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock
as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule


3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the
basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.




Our certificate of incorporation and bylaws and Delaware law contain provisions that may prevent or frustrate attempts to replace or remove our current management by our stockholders, even if such replacement or removal may be in our stockholders’ best interests.




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Our basic corporate documents and Delaware law contain provisions that might enable our management to resist a takeover. These provisions:




•

restrict various types of business combinations with significant stockholders;




•

provide for a classified board of directors;




•

limit the right of stockholders to remove directors or change the size of the board of directors;




•

limit the right of stockholders to fill vacancies on the board of directors;




•

limit the right of stockholders to act by written consent and to call a special meeting of stockholders or propose other actions;




•

require a higher percentage of stockholders than would otherwise be required to amend, alter, change or repeal our bylaws and certain provisions of our certificate of incorporation; and




•

authorize the issuance of preferred stock with any voting rights, dividend rights, conversion privileges, redemption rights and liquidation rights and other rights, preferences, privileges, powers, qualifications, limitations or restrictions as may be specified by our board of directors.




These provisions may:




•

discourage, delay or prevent a change in the control of our company or a change in our management, even if such change may be in the best interests of our stockholders;




•

adversely affect the voting power of holders of common stock; and




•

limit the price that investors might be willing to pay in the future for shares of our common stock.




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.


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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, and 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.




Because We Are Quoted On The OTCBB Instead Of An Exchange Or National Quotation System, Our Investors May Have A Tougher Time Selling Their Stock Or Experience Negative Volatility On The Market Price Of Our Stock.




Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks.
There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These
fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.




Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.




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 of publicly traded companies.




If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act 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.


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Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, beginning with our annual report on Form 10-K for our fiscal period ending December 31, 2008, we will be required to prepare assessments regarding internal controls over financial reporting and beginning with our annual report on Form 10-K for our fiscal
period ending December 31, 2009, furnish a report by our management on our internal control over financial reporting. We have begun 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.




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. 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.




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 Price For Our Common Shares Is Particularly Volatile Given Our Status As A Relatively Unknown Company With A Small And Thinly Traded Public Float.




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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




Risks regarding Forward-Looking Statements




This Annual Report contains certain forward-looking statements regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Annual Report include
or relate to, among other things, (a)  our growth strategies, (b) anticipated trends in our industry, (c) our ability to obtain and retain sufficient capital for future operations, and (d) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this Annual Report generally. Actual events or results may differ materially from those discussed in
forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur.


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The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future
business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in the “Risk Factors” section of this annual report, there are
a number of other risks inherent in our business and operations which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely
affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in this annual report, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.




Some of the information in this annual report contains forward-looking statements that involve substantial risks and uncertainties. Any statement in this annual report and in the documents incorporated by reference into this annual report that is not a statement of an historical fact constitutes a “forward-looking statement”.
Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions
that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risk factors discussed herein.





ITEM 1B.  UNRESOLVED STAFF COMMENTS





None





ITEM2.  PROPERTIES.





We are currently operating from P.O. Box 1072, Cardiff, CA  92007 of which nominal fees are paid by our director.




ITEM 3.  LEGAL PROCEEDINGS





We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. Other than described below, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.





ITEM 4.  RESERVED


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PART II





ITEM 5.  MARKET FOR REGISTANT’S COMMONSTOCK, RELATED STOCKHOLDER MATTERS AND ISSUERS PURCHASES OF EQUITY SECURITIES.





Bridgetech common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System (“Electronic Bulletin Board) and can be accessed on the Internet at www.otcbb.com under the symbol “BGTH.OB.”





At December 31, 2009, there were 70,852,030 shares of common stock of Bridgetech outstanding and there were approximately 261 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 2009First Quarter (January – March 2009)

$
.0011


$
.0011Second Quarter (April – June 2009)

$
.0011


$
.0011Third Quarter (July – September 2009)

$
.0011


$
.0011Fourth Quarter (October – December 2009)

$
.007


$
.0046Fiscal Year 2008First Quarter (January – March 2008)

$
.06


$
.06Second Quarter (April – June 2008)

$
.02


$
.02Third Quarter (July – September 2008)

$
.01


$
.01Fourth Quarter (October – December 2008)

$
.0011


$
.0011





On April 5, 2010, the closing bid price of our common stock was $0.0011




Dividends


We may never pay any dividends to our shareholders. We did not declare any dividends for the year ended December 31, 2009. 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.




Transfer Agent





Bridgetech’s Transfer Agent and Registrar for the common stock is Colonial Stock Transfer located in Salt Lake City, Utah.




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Recent sales of unregistered securities




The Company issued 40,000,000 common stock for services and recorded $60,000 for December 31, 2009





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 BGTH


Year Ended December 31, 2009 and 2008


Statement of Operations Data:

December 31,2009


2008Revenues

$
-


$
-Cost of Sales


-



-Operating and Other Expenses


(180,000
)


(912,045
)Net Loss

$
(180,000
)

$
(912,045
)Balance Sheet Data:

December 31,2009



2008Current Assets

$
-


$
-Total Assets


-



-Current Liabilities


9,341,051



9,201,051Non Current Liabilities


-



-Total Liabilities


9,341,051



9,201,051Working Capital (Deficit)


(9,341,051
)


(9,201,051
)Shareholders'Equity (Deficit)

$
(9,341,051
)

$
(9,201,051
)





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ITEM 7.   MANAGEMENT'S DISCUSSIONAND 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





Principle of Consolidation





The consolidated financial statements include the accounts of Bridgetech Holdings International, Inc. , Retail Pilot, Inc. and MedLink, Inc. Intercompany accounts and transactions have been eliminated in the consolidated financial statements.





Use of Estimates and Assumptions





The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known
to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these 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.





Income Taxes





Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", 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.




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 Table of Contents


We adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("ASC Topic 740").  ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions.  The first step is to evaluate the tax position for recognition by determining
if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement.  Management considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments. At December 31, 2009, the
Company did not record any liabilities for uncertain tax positions.





Concentration of Credit Risk





We do not maintain a company bank account.  The Federal Depository Insurance Corporation (FDIC) insures accounts at each institution up to $250,000.





Earnings Per Share





Basic income (loss) 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. Diluted loss per share is the same as basic loss per share, because the effects of the additional securities, a result of the net loss would be anti-dilutive.





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 our 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.





RESULTS OF OPERATIONS





Fiscal Year Ended December 31, 2009, Compared to Fiscal Year Ended December 31, 2008





We currently have no operating activities.  On April 1, 2008, we ceased operations of its medical imaging business and has discontinued the prior operations of Retail Pilot, Inc., MedLink International, Inc. and Clarity Imaging International, Inc.  While we abandoned the assets of our discontinued operations, our
management spent the second half of 2009 reviewing several new opportunities with firms that could be interested in merging.





We presently have 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.


-12-
 Table of Contents





We have incurred an accumulated deficit of approximately $58,509,705 as of December 31, 2009, and current liabilities exceeded current assets by approximately $9,341,051 as of December 31, 2009. 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.





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.   QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK





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




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 Table of Contents


ITEM8.  FINANCIAL STATEMENTS





BRIDGETECH HOLDINGS INTERNATIONAL, INC.


TABLE OF CONTENTS





PageINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:
15Jewett Schwartz Wolfe & Associates.CONSOLIDATED FINANCIAL STATEMENTS:Consolidated Balance Sheet at December 31, 2009 and 2008
16Consolidated Statements of Operations for the years ended December 31, 2009 and 2008
17Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2009 and 2008
18Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008
19NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20




-14-
 Table of Contents





REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders of


BRIDGETECH HOLDINGS INTERNATIONAL, INC.





We have audited the accompanying consolidated balance sheets of Bridgetech Holdings International, Inc., as of December 31, 2009 and 2008, 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.





JEWETT, SCHWARTZ, WOLFE & ASSOCIATES


Hollywood, Florida


April 5, 2010





200 SOUTH PARK ROAD, SUITE 150 ● HOLLYWOOD, FLORIDA 33020 ● 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


-15-
 Table of Contents


BRIDGETECH HOLDINGS INTERNATIONAL, INC.
 CONSOLIDATED BALANCESHEETS
  ASSETS:

December 31,2009


2008CURRENT ASSETSCash

$
-


$
-Prepaid expense


-



-Total current assets


-



-TOTAL ASSETS

$
-


$
-LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable and accrued liabilities

$
2,192,657


$
2,192,657Accrued liabilities


769,920



769,920Note payable affiliate


701,511



561,511Notes payable short term


5,676,963



5,676,963Total current liabilities


9,341,051



9,201,051Total liabilities


9,341,051



9,201,051COMMITMENTS AND CONTINGENCIES


-



-STOCKHOLDERS' DEFICIT::Series A 8% cumulative convertible preferred stock, $.002 par value10,000,000 shares authorized, 100,000 issued and outstandingon December 31 2009 and 2008, respectively


200



200Common stock, $.001 par value, 100,000,000 shares authorized;70,852,030 and 30,852,030 issued and outstandingon December 31 2009 and 2008, respectively


70,852



30,852Additional paid-in capital


49,097,602



49,097,602Accumulated deficit


(58,509,705
)


(58,329,705
)Total stockholders' deficit


(9,341,051
)


(9,201,051
)LIABILITIES AND STOCKHOLDERS' EQUITY:

$
-


$
-The accompanying notes are an integral part of these consolidated financial statements.
  -16-
 Table of Contents


BRIDGETECH HOLDINGS INTERNATIONAL, INC.


CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008





December 31,2009


2008OPERATINGEXPENSES:General and administrative expenses

$
180,000


$
-Total operating expenses


180,000



-OPERATING LOSS


180,000



-LOSS BEFORE DISCONTINUED OPERATIONS

$
180,000


$
-LOSS FROM DISCONTINUED OPERATIONS

$
-


$
912,045NET LOSS

$
(180,000
)

$
(912,045
)NET LOSS PER SHARE:Basic and diluted:

$
(0.0
)

$
(0.0
)WEIGHTED AVERAGE OF SHARES OUTSTANDING:Basic and diluted:


70,852,030



32,892,030The accompanying notes are an integral part of these consolidated financial statements.





-17-
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BRIDGETECH HOLDINGS INTERNATIONAL, INC.


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008




Common





Preferred Stock


AdditionalStock





Preferred A


Paid-in


AccumulatedShares


Amount


Shares


Amount


Capital


Deficit


TotalDECEMBER 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
)Stock issued for services


40,000,000



40,000



-



-



-



-



40,000Net loss


-



-



-



-



-



(180,000
)


(180,000
)DECEMBER 31, 2009


70,852,030


$
70,852



100,000


$
200


$
49,097,602


$
(58,509,705
)

$
(9,341,051
)


The accompanying notes are an integral part of these consolidated financial statements.


-18-
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BRIDGETECH HOLDINGS INTERNATIONAL, INC.CONSOLIDATED STATEMENTS OF CASHFLOWSFOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008December 31,2009


2008CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(180,000
)

$
(912,045
)Adjustments to reconcile net loss to net cash(used in) operating activities:Abandonment of minority interest






(20,325
)Common stock issued for debt conversion


180,000



-Issuance of warrants






925,671Changes in assets and liabilities:Accounts payables


-



(100,840
)Accured expenses


-



(112,750
)Net cash used in operating activities


-



(220,289
)CASH FLOWS FROM FINANCING ACTIVITIES:Advances from affiliate


-



474,952Repayment from affiliates loan


-



(411,198
)Net cash provided by financing activities


-



63,754INCREASE IN CASH


-



(156,535
)CASH, BEGINNING OF YEAR


-



156,535CASH, END OF YEAR

$
-


$
-SUPPLEMENTAL CASH FLOW INFORMATION:Income Taxes

$
-


$
800Interest Paid

$
-


$
207,908The accompanying notes are an integral part of these consolidated financial statements.


-19-
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BRIDGETECH HOLDINGS INTERNATIONAL, INC.  AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED  DECEMBER 31, 2009AND 2008





NOTE 1 – BACKGROUND





The consolidated financial statements of Bridgetech Holdings International, Inc. include the accounts of its wholly owned subsidiaries, Retail Pilot, Inc. D/B/A Healthcare Pilot (“Retail”), and International MedLink, Inc. (“MedLink”), 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, 2009 and 2008. During the year ended December 31, 2009 the Company incurred an accumulated net loss of $180,000 and has an accumulated deficit of $58,509,705 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.




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:


-20-
 Table of Contents


Principle of Consolidation





The consolidated financial statements include the accounts of Bridgetech Holdings International, Inc. , Retail Pilot, Inc. D/B/A Healthcare Pilot, and International MedLink, Inc. transactions have been eliminated in the consolidated financial statements.





Use of Estimates and Assumptions





The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known
to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these 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 Topic 605 “Revenue Recognition in Financial Statements” 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, 2009, cash and cash equivalents include cash on hand and cash in the bank.





Property and Equipment





Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized.  Ordinary maintenance and repairs are
charged to expense as incurred, and replacements and betterments are capitalized.





The range of estimated useful lives used to calculated depreciation for principal items of property and equipment are as follow:





Asset Category
Depreciation/
Amortization PeriodFurniture and Fixture
3 YearsOffice equipment
3 YearsLeasehold improvements
5 Years




-21-
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Goodwill and Other Intangible Assets





The Company adopted Statement of Financial Accounting Standard (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 Goodwill and Other Intangible Assets, effective July 1, 2002.  In accordance with (“ASC Topic 350”) "Goodwill
and Other Intangible Assets," goodwill, represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized.  The
Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying
value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value.





Impairment of Long-Lived Assets





In accordance with ASC Topic 3605, 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. There were no events or changes in circumstances that necessitated
an impairment of long lived assets.





Income Taxes





Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", 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.





The Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("ASC Topic 740").  ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions.  The first step is to evaluate the tax position for recognition
by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement.  The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments.
At September 30, 2009, the Company did not record any liabilities for uncertain tax positions.





Concentration of Credit Risk





The Company maintains its operating cash balances in banks located in Omaha, Nebraska.  The Federal Depository Insurance Corporation (FDIC) insures accounts at each institution up to $250,000.


-22-
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Earnings Per Share





Basic income (loss) 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. Diluted loss per share is the same as basic loss per share, because the effects of the additional securities, a result of the net loss would be anti-dilutive.





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.





Accounting Standards Codification


In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles(the “Codification”). This standard replaces
SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB ASC has become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature
not included in the Codification will become nonauthoritative. This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The adoption of the Codification changed the Company’s references to GAAP accounting standards but did not impact the Company’s results of operations, financial position or liquidity.





Participating Securities Granted in Share-Based Transactions


Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 260, Earnings Per Share(formerly FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”) 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities).The new guidance clarifies that non-vested share-based payment awards that entitle their holders to receive nonforfeitable dividends or dividend equivalents before vesting should be considered participating securities and included in basic earnings per share. The Company’s adoption of the new accounting standard did not have a material effect on previously issued or current earnings per share.




-23-
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Business Combinations and Noncontrolling Interests


Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 805, Business Combinations(formerly SFAS No. 141(R), Business Combinations).The new standard applies to all transactions
or other events in which an entity obtains control of one or more businesses. Additionally, the new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement date for all assets acquired and liabilities assumed; and requires the acquirer to disclose additional information needed to evaluate and understand the nature and financial effect of the business
combination. The Company’s adoption of the new accounting standard did not have a material effect on the Company’s consolidated financial statements.





Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 810, Consolidations(formerly SFAS 160, Noncontrolling Interests in Consolidated Financial Statements). The new accounting standard
establishes accounting and reporting standards for the noncontrolling interest (or minority interests) in a subsidiary and for the deconsolidation of a subsidiary by requiring all noncontrolling interests in subsidiaries be reported in the same way, as equity in the consolidated financial statements. As such, this guidance has eliminated the diversity in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. The Company’s adoption
of this new accounting standard did not have a material effect on the Company’s consolidated financial statements.





Fair Value Measurement and Disclosure


Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 820, Fair Value Measurements and Disclosures(“ASC 820”) (formerly FASB FSP No 157-2, Effective Date of FASB Statement No. 157),which
delayed the effective date for disclosing all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value on a recurring basis (at least annually). This standard did not have a material impact on the Company’s consolidated financial statements.





In April 2009, the FASB issued new guidance for determining when a transaction is not orderly and for estimating fair value when there has been a significant decrease in the volume and level of activity for an asset or liability. The new guidance, which is now part of ASC 820 (formerly FSP 157-4, Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly), requires disclosure of the inputs and valuation techniques used, as well as any changes in valuation techniques and inputs used during the period, to measure fair value in interim and annual periods. In addition, the presentation of the fair value hierarchy is required to be presented by major security type as described in ASC 320, Investments
— Debt and Equity Securities. The provisions of the new standard were effective for interim periods ending after June 15, 2009. The adoption of the new standard on April 1, 2009 did not have a material effect on the Company’s consolidated financial statements.





In April 2009, the Company adopted a new accounting standard included in ASC 820, (formerly FSP 107-1 and Accounting Principles Board (“APB”) 28-1, Interim Disclosures about Fair Value of Financial Instruments).The new standard requires disclosures of the fair
value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual disclosure required at year-end. The provisions of the new standard were effective for the interim periods ending after June 15, 2009. The Company’s adoption of this new accounting standard did not have a material effect on the Company’s consolidated financial statements.


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 Table of Contents


In August 2009, the FASB issued new guidance relating to the accounting for the fair value measurement of liabilities. The new guidance, which is now part of ASC 820, provides clarification that in certain circumstances in which a quoted price in an active market for the identical liability is not available, a company is required
to measure fair value using one or more of the following valuation techniques: the quoted price of the identical liability when traded as an asset, the quoted prices for similar liabilities or similar liabilities when traded as assets, or another valuation technique that is consistent with the principles of fair value measurements. The new guidance clarifies that a company is not required to include an adjustment for restrictions that prevent the transfer of the liability and if an adjustment is applied to the
quoted price used in a valuation technique, the result is a Level 2 or 3 fair value measurement. The new guidance is effective for interim and annual periods beginning after August 27, 2009. The Company’s adoption of the new guidance did not have a material effect on the Company’s consolidated financial statements.





Derivative Instruments and Hedging Activities


Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 815, Derivatives and Hedging(SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of SFAS
No. 133). The new accounting standard requires enhanced disclosures about an entity’s derivative and hedging activities and is effective for fiscal years and interim periods beginning after November 15, 2008. Since the new accounting standard only required additional disclosure, the adoption did not impact the Company’s consolidated financial statements.





Other-Than-Temporary Impairments


In April 2009, the FASB issued new guidance for the accounting for other-than-temporary impairments. Under the new guidance, which is part of ASC 320, Investments — Debt and Equity Securities(formerly FSP 115-2 and 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments),an other-than-temporary impairment is recognized when an entity has the intent to sell a debt security or when it is more likely than not that an entity will be required to sell the debt security before its anticipated recovery in value.The new guidance does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities and is effective
for interim and annual reporting periods ending after June 15, 2009. The Company’s adoption of the new guidance did not have a material effect on the Company’s consolidated financial statements.





Subsequent Events


In May 2009, the FASB issued new guidance for subsequent events. The new guidance, which is part of ASC 855, Subsequent Events(formerly SFAS No. 165, Subsequent Events)is intended to establish general standards
of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet
date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The new guidance is effective for fiscal years and interim periods ended after June 15, 2009 and will be applied prospectively. The Company’s adoption of the new guidance did not have a material effect on the Company’s consolidated financial statements. The Company evaluated subsequent events through the date the accompanying financial statements
were issued, which was March 31, 2010.


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Accounting Standards Not Yet Effective


Accounting for the Transfers of Financial Assets


In June 2009, the FASB issued new guidance relating to the accounting for transfers of financial assets. The new guidance, which was issued as SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment
to SFAS No.140, was adopted into Codification in December 2009 through the issuance of Accounting Standards Updated (“ASU”) 2009-16. The new standard eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization
transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. The new guidance is effective for fiscal years beginning after November 15, 2009. The Company will adopt the new guidance in 2010 and is evaluating the impact it will have to the Company’s consolidated financial statements.





Accounting for Variable Interest Entities


In June 2009, the FASB issued revised guidance on the accounting for variable interest entities. The revised guidance, which was issued as SFAS No. 167, Amending FASB Interpretation No. 46(R),was adopted into Codification in December 2009 through the issuance
of ASU 2009-17. The revised guidance amends FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, in determining whether an enterprise has a controlling financial interest in a variable interest entity. This determination identifies the primary beneficiary of a variable interest entity as the enterprise that has both the power to direct the activities of a variable interest entity that most significantly impacts the entity’s
economic performance, and the obligation to absorb losses or the right to receive benefits of the entity that could potentially be significant to the variable interest entity. The revised guidance requires ongoing reassessments of whether an enterprise is the primary beneficiary and eliminates the quantitative approach previously required for determining the primary beneficiary. The Company does not expect that the provisions of the new guidance will have a material effect on its consolidated financial statements.





Revenue Recognition


In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements. The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to
each deliverable based on the relative selling price. The selling price for each deliverable is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE or third-party evidence is available. ASU 2009-13 is effective for revenue arrangements entered into in fiscal years beginning on or after June 15, 2010. The Company does not expect that the provisions of the new guidance will have a material effect
on its consolidated financial statements.





In October 2009, the FASB issued Accounting Standards Update No. 2009-14, "Certain Revenue Arrangements That Include Software Elements"("ASU No. 2009-14"). ASU No. 2009-14 amends guidance included within ASC Topic 985-605 to exclude tangible products containing software
components and non-software components that function together to deliver the product’s essential functionality.  Entities that sell joint hardware and software products that meet this scope exception will be required to follow the guidance of ASU No. 2009-13.  ASU No. 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  Early adoption and retrospective application are also
permitted.  The company is currently evaluating the impact of adopting the provisions of ASU No. 2009-14.




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NOTE 4 – NOTE PAYABLES





Notes payable consist of the following as of September 30, 2009 and December 31, 2008:


2009


2008Unsecured Notes Payables from 23 promissory notes from 23 outside investors at a 8% interest rate and are in default.

$
5,676,963


$
5,676,963Loans and advances from four affiliates and these notes are in default


701,511



561,511Total of Notes Payable and advances


6,378,474



6,238,474Less Current Portion


(6,378,474
)


(6,283,474
)Long-Term Portion

$
-


$
-




Annual maturities of notes payables are as follows for the years ending December 31:





2080 (All loans are in default

$
6,378,474$
6,378,474




NOTE 5 – EQUITY





Common and Preferred Stock





On July 26, 2005, the Company authorized 50,000,000 shares of common stock, at $.01 par value and as of December 31, 2009 70,852,030 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.





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





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


-27-
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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.





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.


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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.





Warrants





The Company has the following warrants outstanding as of December 31, 2009.





NOTE 6 - INCOME TAXES





The provision (benefit) for income taxes from continued operations for the years ended December 31, 2009 and 2008 consist of the following:


December 31,2009


2008Current:Federal

$
-


$
-State


-



--



-Deferred:Federal

$
55,692


$
517,246State


16,200



107,05771,892



624,303Valuation allowance


(71,892
)


(624,303
)Provision benefit for income taxes, net

$
-


$
-




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


December 31,2009


2008Statutory 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 31,2009


2008Net operating loss carryforward


71,892



624,303Valuation allowance


(71,892
)


(624,303
)Deferred income tax asset

$
-


$
-





The Company has a net operating loss carryforward of approximately $58,000,000 available to offset future taxable income through 2030.





The Company recognized an income tax provision of $71,892 and $624,303 for the years ended December 31, 2009 and 2008, respectively, despite losses before taxes. The year-to-date provision is primarily due to the recording of a valuation allowance on the Company’s U.S. deferred tax assets as of December 30, 2009. The valuation
allowance was recorded at the end of the year ended of 2009 to reduce certain U.S. federal and state net deferred tax assets to their anticipated realizable value.





ASC 740 requires the consideration of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considered available
positive and negative evidence, giving greater weight to its recent cumulative losses and its ability to carry-back losses against prior taxable income and lesser weight to its projected financial results due to the challenges of forecasting future periods. The Company also considered, commensurate with its objective verifiability, the forecast of future taxable income including the reversal of temporary differences. At that time the Company continued to have sufficient positive evidence, including recent cumulative
profits, a reduction in operating expenses, the ability to carry-back losses against prior taxable income and an expectation of improving operating results, showing a valuation allowance was not required. At the end of the year ended December 31, 2009, changes in previously anticipated expectations and continued operating losses necessitated a valuation allowance against the tax benefits recognized in this quarter and prior quarters since they are no longer “more-likely-than-not” realizable. Under
current tax laws, this valuation allowance will not limit the Company’s ability to utilize U.S. federal and state deferred tax assets provided it can generate sufficient future taxable income in the U.S.


-30-
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The Company anticipates it will continue to record a valuation allowance against the losses of certain jurisdictions, primarily federal and state, until such time as we are able to determine it is “more-likely-than-not” the deferred tax asset will be realized. Such position is dependent on whether there will be sufficient
future taxable income to realize such deferred tax assets The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to federal, state or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates, deductibility of certain costs and expenses by jurisdiction.





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 $ 0 and $912,045 as of December 31, 2009 and 2008, respectively.





We have discontinued operation in accordance with ASC Topic 98 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

$
-


$
1,150ExpensesOperating


-



1,000General and administrative


-



626,878Depreciation


-



75,314Interest expense


-



209,703Impairment of assets


-



-Total expense


-



912,045Loss before income taxes


-



912,045Loss from discontinued operations

$
-


$
912,045




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.


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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.








*  *  *  *  *  *


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ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.




None




ITEM 9A.    CONTROLS ANDPROCEDURES




a) Evaluation of Disclosure Controls and Procedures





Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period
covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of
the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.





Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.




Management’s report on internal control over financial reporting




Management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Telephone’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting
companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls





Based on our assessment, under the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework, management has concluded that the Company
maintained effective internal control over financial reporting as of December 31, 2009.


-33-
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This annual report does not include an attestation report of our independent registered public accounting firm over management’s assessment regarding internal control over financial controls due to a transition period established by rules of the SEC for non-accelerated filers.





b) Changes in Internal Control over Financial Reporting.





During the year ended December 31, 2009, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





ITEM9B.       OTHER INFORMATION




None.


-34-
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PART III





ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERSAND CONTROL PERSONS; 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.





Conflicts of Interest





Members of our management are associated with other firms involved in a range of business activities.  Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company.  Although the officers and directors are engaged in other business activities, we anticipate
they will devote an important amount of time to our affairs.





Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to ours.  Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting
on behalf of us or other entities.  Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise.  Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.


-35-
 Table of Contents


Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and
the companies that they are affiliated with on an equal basis.  A breach of this requirement will be a breach of the fiduciary duties of the officer or director.  If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity.  However, all directors may still individually take advantage of opportunities if we should decline
to do so.  Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.




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.




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.





Indemnification of Officers and Directors





As permitted by Delaware law and our Certificate 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.  EXECUTIVECOMPENSATION




Summary Compensation Table




The following table sets forth for the year ended December 31, 2009 and 2008 compensation awarded to, paid to, or earned by, Mr. Scott Landow, our sole Director and Chief Executive Officer, and our other most highly compensated executive officers whose total compensation during the last fiscal year exceeded $100,000, if any.   Scott
Landow defers $120,000 per year in his salary and has accrued unpaid salary of $180,000.  While Mr. Landow defers his salary he was granted 40,000,000 in common stock valued at the trading price of $60,000.


-36-
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2009 and 2008 SUMMARY COMPENSATION TABLE


Name and Principal Position

Year


Salary ($)

Bonus ($)

Stock
Awards
($)


Option
Awards
($)


Non-Equity
Incentive Plan
Compensation-
ion
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)


All Other
Compensation-
ion
($)


Total
($)Scott Landow


2009



120,000




60,000



0



0



0



0



180,000Chairman


2008



0




0



0



0



0







0





2009 and 2008 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE






Option Awards














Stock AwardsNumber of
Securities
Underlying
Unexercised
Options
(#)
Exercisable


Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable


Equity
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
($)Scott Landow


0



0



0



0



0



0



0



0



0


-37-
 Table of Contents


2009 and 2008 OPTION EXERCISES AND STOCK VESTED TABLE







Option Awards


Stock AwardsName

Number of Shares
Acquired on Exercise
(#)


Value Realized
on Exercise
($)


Number of Shares
Acquired on Vesting
(#)


Value Realized
on Vesting
($)Scott Landow


0



0



0



0






2009 and 2008 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









2009 and 2008 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




-38-
 Table of Contents


2009 and 2008 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







2009 and 2008 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


2008

0
0
0
0
0
0
0Landow


2009

0
0
0
0
0
0
0




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2009 and 2008 PERQUISITES TABLE


Name


Year

Personal Use of
Company
Car/Parking
Financial Planning/
Legal Fees
Club Dues
Executive Relocation
Total Perquisites
and
Other Personal
BenefitsScott


2008

0
0
0
0
0Landow


2009

0
0
0
0
0











2009 and 2008 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







-








Compensation of Directors




We currently have one director. Our current compensation policy for directors is to compensate him through options to purchase common stock or issuance of common stock as consideration for his 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.


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ITEM 12.  SECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.




The following table lists stock ownership of our Common Stock as of April 11, 2010, based on 70,852,030 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

Number of Shares Owned (1)


Percentage of ClassScott Landow
Common Stock


42,500,00
*


56
%777 South Highway 101, Suite 215Solana Beach, CA  92975All Officers and Directors
Common StockAs a Group (1 persons)Michael Chermak
Common Stock


3,858,023



13
%* In addition Scott Landow holds 100,000 shares of Series 8% cumulative convertible preferred stock which has a voting right of 100 to 1 ratio




Changes in Control




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




DESCRIPTION OF SECURITIES




General




Our authorized capital stock consists of 100,000,000 shares of common stock, par value $ .001, 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.


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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.





SERIES A 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK, $.002 PAR VALUEScott Landow

100,000 (1)

100%





(1)
Each share is convertible into one share of Common Stock and for voting purposes represents 500 shares of Common Stock.





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.




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDPENDENCE.





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.


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ITEM 14.  PRINCIPAL ACCOUNTANTFEES 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, 2009 and 2008 approximated $-0- and $0 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 2009 and 2008 approximated $-0- and $0 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, 2009 and 2008, 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, 2009 and 2008 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, 2009 and 2008 approximated $0 and $0 respectively.





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.




PART IV





ITEM15.  EXHIBITS AND REPORTS.




Exhibits


3.1

Articles of Incorporation (1)3.2

Amendments to Articles of Incorporation (1)3.1

Bylaws of the Corporation (1)21
31.1

Subsidiaries (2)
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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SIGNATURES





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, 2010

Bridgetech Holdings International, Inc.

By: /s/ Scott LandowScott LandowChief Executive Officer (Principle Executive Officer), President, Sole Board Member (Principle Accounting 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, 2010

By: /s/ Scott LandowScott LandowChairman