SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X
]     Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended June 30, 2005.

[  ]      Transition report under Section 13
or 15(d) of the Securities Exchange Act of 1934 for the transition period from

to.

Commission
file number: 0-28731

HEALTHBRIDGE, INC. (Exact name of small business issuer as specified
in its charter)

|TEXAS(State or other jurisdiction of incorporation or organization) | 06-1538201(IRS Employer Identification Number)
|------------------------------------------------------------------- | ----------------------------------------------

2610-1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2(Address of Principal Executive
Office)          (Postal Code)

(604)
602-1717(Issuers telephone number)

Check whether the
registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 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.

YesX
         No

The number of outstanding
shares of the registrants common stock, $0.001 par value (the only class
of voting stock), as of September 16, 2005 was 7,876,000.

---

TABLE OF CONTENTS



|                  |                                                             |                                                                                                                                                      |    |      |   | 
|----------------- | ----------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                  |                                                             |                                                                                                                                                      |    | Page
|                  |                                                             |                                                                                                                                                      |    |     
|PART I.           |                                                             |                                                                                                                                                      |    |     
|                  | ITEM 1. FINANCIAL STATEMENTS                                |                                                                                                                                                      |    | 3    |  
|                  |                                                             | Unaudited Consolidated Balance Sheets as of June 30, 2005                                                                                            |    |      | 4 | 
|                  |                                                             | Unaudited Statements of Operations for the three and six months
ended June 30, 2005 and 2004 and the period since Date of Inception to June 30,
2005 |    |      | 5 | 
|                  |                                                             | Unaudited Statements of Cash Flows for the six months ended June
30, 2005 and 2004 and the period since Date of Inception to June 30, 2005           |    |      | 6 | 
|                  |                                                             | Notes to Unaudited Financial Statements                                                                                                              |    |      | 7 | 
|                  |                                                             |                                                                                                                                                      |    |      |   | 
|                  |                                                             |                                                                                                                                                      |    |      |   | 
|                  |                                                             |                                                                                                                                                      |    |      |   | 
|                  | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                |                                                                                                                                                      |    | 9    |  
|                  | ITEM 3. CONTROLS AND PROCEDURES                             |                                                                                                                                                      |    | 14   |  
|PART II.          |                                                             |                                                                                                                                                      |    |     
|                  | ITEM 1. LEGAL PROCEEDINGS                                   |                                                                                                                                                      |    | 15   |  
|                  | ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES             |                                                                                                                                                      |    | 15   |  
|                  | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                     |                                                                                                                                                      |    | 15   |  
|                  | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |                                                                                                                                                      |    | 15   |  
|                  | ITEM 5. OTHER INFORMATION                                   |                                                                                                                                                      |    | 15   |  
|                  | ITEM 6. EXHIBITS                                            |                                                                                                                                                      |    | 16   |  
|                  | SIGNATURES                                                  |                                                                                                                                                      |    | 17   |  
|INDEX TO EXHIBITS |                                                             |                                                                                                                                                      | 18 |     

---

PART I

As used herein, the term
Company refers to Healthbridge, Inc., a Texas corporation and its
subsidiaries, unless otherwise indicated. In the opinion of management, the
accompanying unaudited financial statements included in this Form 10-QSB reflect
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the results of operations for the periods presented. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the full year.

---

|HEALTHBRIDGE, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

June 30, 2005

(Unaudited)
|---------------------------------------------------------------------------------------------------------

|                                                     |  |   |            
|---------------------------------------------------- |  | - | -----------
|ASSETS                                               |  |   |            
|Current assets:                                      |  |   |            
|Cash                                                 |  | $ | 88,225     
|Prepaid expenses                                     |  |   |            
|Total current assets                                 |  |   | 88,225     
|                                                     |  |   |            
|Property and equipment, net                          |  |   | 1,188      
|Patents, net of impairment                           |  |   | -          
|Total assets                                         |  | $ | 89,413     
|                                                     |  |   |            
|LIABILITIES AND STOCKHOLDERS' DEFICIT                |  |   |            
|Current liabilities:                                 |  |   |            
|Accounts payable                                     |  | $ | 76,885     
|Accrued expenses                                     |  |   | 25,892     
|Related party payables                               |  |   | 95,078     
|Notes payable                                        |  |   | 29,048     
|Total current liabilities                            |  |   | 226,903    
|Convertible debentures                               |  |   | 318,578    
|Total Liabilities                                    |  |   | 545,482    
|Commitments and contingencies                        |  |   |            
|Stockholders' deficit:                               |  |   |            
|Preferred stock, $.0001 par value, 25,000,000 shares |  |   |            
|authorized, no shares issued and outstanding         |  |   | -          
|Common stock, $.0001 par value, 50,000,000 shares    |  |   |            
|authorized, 7,876,000 shares issued and outstanding  |  |   | 788        
|Additional paid-in capital                           |  |   | 8,129,006  
|Accumulated other comprehensive income               |  |   | 14,503     
|Deficit accumulated during the development stage     |  |   | (8,600,366)
|Total stockholders' deficit                          |  |   | (456,069)  
|Total liabilities and stockholders' deficit          |  | $ | 89,413     



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







---

|HEALTHBRIDGE, INC.

(A Development Stage Company)

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

Three and Six Months ended June 30, 2005 and 2004 and Cumulative Amounts

(Unaudited)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Three Months        |  | Six Months          |  |           
| |  |  | ------------------- |  | ------------------- |  | ----------
| |  |  | ended June 30, 2005 |  | ended June 30, 2005 |  | Cumulative

|                                                     |  |   | 2005      |   | 2004      |   | 2005      |   | 2004      |   | Amounts    
|---------------------------------------------------- |  | - | --------- | - | --------- | - | --------- | - | --------- | - | -----------
|Revenue                                              |  |   | 3,231     |   | 73,304    |   | 3,231     |   | 73,304    |   | 78,337     
|Cost of sales                                        |  |   | -         |   | 71,475    |   | -         |   | 71,475    |   | 52,607     
|                                                     |  |   | 3,231     |   | 1,829     |   | 3,231     |   | 1,829     |   | 25,730     
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|General and administrative expenses                  |  |   | 63,772    |   | 83,064    |   | 117,023   |   | 139,655   |   | 3,211,988  
|Impairment of capitalized patent costs               |  |   | 262,890   |   |           |   | 262,890   |   |           |   | 262,890    
|Loss from operations                                 |  |   | (323,431) |   | (81,235)  |   | (376,682) |   | (137,826) |   | (3,449,148)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Other income (expense):                              |  |   |           |   |           |   |           |   |           |   |            
|Interest expense                                     |  |   | (7,907)   |   | (15,735)  |   | (15,956)  |   | (24,212)  |   | (156,576)  
|Interest income                                      |  |   | 412       |   |           |   | 517       |   | -         |   | 9,110      
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Loss before provision for income taxes               |  |   |           |   |           |   |           |   |           |   |            
|and discontinued operations                          |  |   | (330,926) |   | (96,970)  |   | (392,121) |   | (162,038) |   | (3,596,614)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Provision for income taxes                           |  |   |           |   | -         |   | -         |   | -         |   | -          
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Loss before discontinued operations                  |  |   | (330,926) |   | (96,970)  |   | (392,121) |   | (162,038) |   | (3,596,614)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Gain (loss) from discontinued operations, net of tax |  |   |           |   | -         |   | -         |   | -         |   | (2,893,157)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Net loss before cumulative effect                    |  |   |           |   |           |   |           |   |           |   |            
|of accounting change                                 |  |   | (330,926) |   | (96,970)  |   | (392,121) |   | (162,038) |   | (6,489,771)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Cumulative effect of accounting change, net of tax   |  |   |           |   |           |   | -         |   | -         |   | (102,500)  
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Net loss                                             |  |   | (330,926) | $ | (96,970)  | $ | (392,121) | $ | (162,038) | $ | (6,592,271)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Other Comprehensive Income                           |  |   |           |   |           |   |           |   |           |   |            
|Foreign currency translation adjustment              |  |   | 5,265     |   |           |   | 9,190     |   |           |   | 14,503     
|Net Comprehensive Income (Loss)                      |  | $ | (325,661) |   | (96,970)  | $ | (382,931) | $ | (162,038) | $ | (6,577,768)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Loss per common share - basic and diluted            |  |   | (0.04)    |   | (0.03)    | $ | (0.05)    |   | (0.06)    |   |            
|Weighted average common shares -                     |  |   |           |   |           |   |           |   |           |   |            
|Basic and diluted                                    |  |   | 7,870,505 |   | 2,840,000 |   | 7,400,862 |   | 2,840,000 |   |            

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

---

|HEALTHBRIDGE, INC.

(A Development Stage Company)

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2005 and 2004 and Cumulative Amounts

(Unaudited)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                 |   |           |  |           |  | Cumulative 
|------------------------------------------------ | - | --------- |  | --------- |  | -----------
|                                                 |   | 2005      |  | 2054      |  | Amounts    
|Cash flows from operating activities:            |   |           |  |           |  |            
|Net loss                                         | $ | (392,121) |  | (162,038) |  | (6,592,271)
|Adjustments to reconcile net loss to net cash    |   |           |  |           |  |            
|used in operating activities:                    |   |           |  |           |  |            
|Stock and stock option compensation expense      |   | -         |  | -         |  | 1,173,638  
|Depreciation and amortization                    |   | 20,545    |  | 26,970    |  | 171,790    
|Impairment costs                                 |   | 262,890   |  | -         |  | 2,505,792  
|Gain on write-off of liabilities                 |   | -         |  | -         |  | (102,692)  
|(Increase) decrease in:                          |   |           |  |           |  |            
|Other advances                                   |   | -         |  | -         |  | -          
|Prepaid expenses                                 |   | -         |  | 121       |  | 5,805      
|Increase (decrease) in:                          |   |           |  |           |  |            
|Deposits                                         |   | -         |  | -         |  | -          
|Accounts payable                                 |   | 22,374    |  | 48,293    |  | 587,725    
|Accrued expenses                                 |   | 14,386    |  | 17,762    |  | 257,416    
|Related party payables                           |   | (11,325)  |  | 140,697   |  | 199,925    
|Net cash used in operating activities            |   | (83,251)  |  | 71,805    |  | (1,792,872)
|Cash flows from investing activities:            |   |           |  |           |  |            
|Acquisition of intangible assets                 |   | -         |  | -         |  | (150,398)  
|Acquisition of property and equipment            |   | -         |  | -         |  | (3,740)    
|Net cash used in investing activities            |   | -         |  | -         |  | (154,138)  
|Cash flows from financing activities:            |   |           |  |           |  |            
|Proceeds from notes payable                      |   | -         |  | -         |  | 692,999    
|Issuance of common stock                         |   | 125,000   |  | -         |  | 1,200,233  
|Commissions paid to raise convertible debentures |   | -         |  | -         |  | (41,673)   
|Proceeds from convertible debentures             |   | -         |  | -         |  | 334,173    
|Payments or notes payable                        |   | -         |  | -         |  | (165,000)  
|Net cash provided by financing activities        |   | 125,000   |  | -         |  | 2,020,732  
|Change in accumulated other comprehensive income |   | 9,190     |  | 377       |  | 14,503     
|Net increase (decrease) in cash                  |   | 50,939    |  | 72,182    |  | 88,225     
|Cash, beginning of period                        |   | 37,286    |  | 7,250     |  | -          
|Cash, end of period                              | $ | 88,225    |  | 79,432    |  | 88,225     

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

---

HEALTHBRIDGE,
INC. AND SUBSIDIARIES

(A Development
Stage Company)

NOTES TO THE
INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2005

(Unaudited)

---

Note 1 
Organization

The interim consolidated
financial statements consist of Healthbridge, Inc. (Healthbridge) and its wholly
owned subsidiary, Healthbridge AG (Healthbridge AG) (collectively the
Company). Healthbridge was organized on February 17, 1993 (date of
inception) under the laws of the State of Texas. Healthbridge AG was formed as a
German subsidiary during 2002.

On January 25, 2002, the
Company acquired certain patents related to the infectious medical waste
sterilization and disposal technologies developed in Germany. Since this time
the Companys operations have consisted primarily of (1) developing a
marketing philosophy and market strategy, (2) pursuing and assembling a
management team, and (3) obtaining sufficient working capital through loans from
shareholders and debt and equity financing. Further, the Company is considered a
development stage company as defined in SFAS No. 7.

Note 2 
Basis of Presentation

The accompanying unaudited
condensed financial statements have been prepared by management in accordance
with the instructions in Form 10-QSB and, therefore, do not include all
information and footnotes required by generally accepted accounting principles
and should, therefore, be read in conjunction with the Companys Form
10-KSB for the year ended December 31, 2004, filed with the Securities and
Exchange Commission. These statements do include all normal recurring
adjustments which the Company believes necessary for a fair presentation of the
statements. The interim operations results are not necessarily indicative of the
results for the full year ending December 31, 2005.

Note 3 
Additional Footnotes Included By Reference

Except as indicated in
Notes above, there have been no other material changes in the information
disclosed in the notes to the financial statements included in the
Companys Form 10-KSB/A for the year ended December 31, 2004, filed with
the Securities and Exchange Commission. Therefore, those footnotes are included
herein by reference.

Note 4 
Going Concern

As of June 30, 2005, the
Companys revenue generating activities had not generated sufficient funds
for profitable operations, and the Company has incurred losses since inception.
These factors raise substantial doubt about the Companys ability to
continue as a going concern.

Management intends to seek
additional equity funding to expand marketing efforts and product development.
There can be no assurance that such funds will be available to the Company or
that marketing and product development efforts will be successful.

---

HEALTHBRIDGE,
INC. AND SUBSIDIARIES

(A Development
Stage Company)

NOTES TO THE
INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2005

(Unaudited)

---

Note 5 
Related Party Transactions

Related party payables
consist of amounts due to Marcus Mueller, a Director of the Company. The amounts
are unsecured, bear interest at 7.5% and are due on demand. The balance
outstanding at June 30, 2005 is made up of loans and accrued interest totaling
$21,013 provided to Healthbridge Inc. and loans and accrued interest totaling
82,604 (US$99,670) provided to Healthbridge AG. Mr. Mueller advanced the
Company $184,680 during 2004, and was repaid $12,600 in cash (principal and
interest) and $138,680 in common stock.

The Company has entered
into an agreement with Nora Coccaro, the Companys President, for
consulting services. The agreement has an automatic renewal provision unless
terminated by either party. During the six months ended June 30, 2005, the
Company recognized consulting expense of $20,981.12 (2004: $16,050).

The Company has entered
into an agreement with Markus Mueller, a Director of the Company for consulting
services. The agreement has an automatic renewal provision unless terminated by
either party. During the six months ended June 30, 2005, the Company recognized
consulting expense of approximately $21,000 (2004: $21,000).

Note 6 
Supplemental Cash Flow Information

During the first two
quarters of 2005, the Company issued 1,250,000 shares of common stock for cash
for a total of $125,000.

During the year ended
December 31, 2004, the Company issued 3,785,555 shares of common stock for
accounts payable of $239,180, and accrued interest of $39,265.

During the year ended
December 31, 2003, the Company issued 1,537,048 shares of common stock for
accounts payable of $379,223, accrued expenses of $62,520 and notes payable of
$33,994.

Note 7  Write off of
intangible assets

On June 30, 2005 the
Company reviewed the carrying value of its patents and determined that the
prospect of sales this year and future expected cashflow from sales of the
Valides system were unknown. Therefore the Company determined that there was
sufficient evidence to indicate that the realization of the carrying value of
the patent asset was impaired. Pursuant to the Companys determination, it
wrote off the remaining unamortized balance of $262,890 of its capitalized cost
in the patents related to the Valides® Modular Infectious Waste Disposal
System.

---

The following discussion
and analysis of our financial condition and results of operations should be read
in conjunction with the financial statements and accompanying notes and the
other financial information appearing elsewhere in this periodic report. The
Companys fiscal year end is December 31.

This report and the
exhibits attached hereto contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The forward-looking
statements include, without limitation, statements as to managements good
faith expectations and beliefs, which are subject to inherent uncertainties
which are difficult to predict and may be beyond the ability of the Company to
control. Forward-looking statements are made based upon managements
expectations and belief concerning future developments and their potential
effect upon the Company. There can be no assurance that future developments will
be in accordance with managements expectations or that the effect of
future developments on the Company will be those anticipated by management.

The words
believes, expects, intends,
plans, anticipates, hopes,
likely, will, and similar expressions identify such
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements of the Company, or industry results,
to differ materially from future results, performance or achievements expressed
or implied by such forward-looking statements.

These risks and
uncertainties, many of which are beyond our control, include (i) the sufficiency
of existing capital resources and the Companys ability to raise additional
capital to fund cash requirements for future operations; (ii) uncertainties
involved in the rate of growth of the Companys business and acceptance of
products and services; (iii) the ability of the Company to achieve and maintain
a sufficient customer base to have sufficient revenues to fund and maintain
operations; (iv) volatility of the stock market; and (v) general economic
conditions. Although the Company believes the expectations reflected in these
forward-looking statements are reasonable, such expectations may prove to be
incorrect.

Readers are cautioned not
to place undue reliance on these forward-looking statements which reflect
managements view only as of the date of this report. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events, conditions or circumstances. For additional information
about risks and uncertainties that could adversely affect the Companys
forward-looking statements, please refer to the Companys filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-KSB/A
for the fiscal year ended December 31, 2004.

General

During early 2002 the
Company acquired exclusive ownership of the Valides® Modular Infectious
Waste Disposal System and the Medides System. The acquisition included all the
intellectual property associated with the technologies including patents,
patents pending, proprietary software and licenses required to manufacture,
operate and market these technologies worldwide.

---

The Valides® and the
Medides Systems were developed for the treatment of infectious medical wastes
generated by hospitals, laboratories, dental offices, clinics, blood banks and
other facilities in the medical industry due to the prohibitive escalation of
costs associated with the disposal of infectious waste. Countries around the
world have imposed increasingly stringent health and safety regulations
regarding the transport of infectious medical waste to disposal sites and in
some instances have even prohibited the transportation of certain infectious
wastes. Growing concern over the potential affects of infectious waste disposal
on our environment and the imposition of increasingly rigid air quality
standards, combined with a myriad of other restrictive guidelines for
incinerator or land fill disposal, have made it a growing problem in need of an
effective solution.

Business
Operations

The Companys short
term strategy is to realize net cash flow from operations and to use net cash
flow to expand marketing efforts in the Middle East with particular emphasis on
Kuwait. The realization of net cash flow in the near term will require a
significant increase in the Companys revenues. Once the Company has
achieved net cash flow, its longer term strategy is to expand marketing efforts
worldwide.

However, the Company has
historically not been able to generate sufficient cash flow from operations to
sustain its business and there can be no assurance that the Company will be able
to generate sufficient future cash flows to sustain future operations. Since the
Company is currently unable to generate sufficient cash flow from the sale of
its products it will seek debt or equity financing. The Company can provide no
assurance that such financing efforts will be successful.

The Companys business
development strategy is prone to significant risks and uncertainties certain of
which can have an immediate impact on its efforts to realize positive net cash
flow and deter the prospect of revenue growth. The Companys financial
condition and results of operations have depended historically on debt and
equity financing from related parties. Sales of the Valides® System since
acquisition have been limited to one unit sold in the second quarter of 2004.
Therefore, in the near term, the Companys ability to develop its business
will continue to rely upon the Companys facility to raise working capital,
the ability to reduce administrative expenses and the realization of future
revenues. The Companys limited history of generating revenue should not be
viewed as an indication of future revenue.

For the fiscal period ended
June 30, 2005 the Company realized a net loss from operations. The net loss was
due to a lack of significant revenues in the quarter and general and
administrative expenses. Further, equity funding realized during the period was
insufficient to expand the Companys limited operations.

The Company believes that
any expectation of achieving profitably in the near term will require a
significant increase in debt or equity funding. Sufficient capital will enable
management to negotiate lower manufacturing costs for new units, either by
reaching an agreement with a third party manufacturer or establishing its own
manufacturing facility and to implement a comprehensive marketing strategy.
However, the Company can offer no assurance that any significant increase in
debt or equity funding will be available to the Company over the next twelve
months. Should the Company fail to expand its operations over the next twelve
months, any combination of limited revenue and ordinary expenses may compromise
the Companys ability to continue its current business operations.

Results of
Operations

During the period from
January 1, 2005 through June 30, 2005, the Company was involved in the
development, manufacture, and marketing of the Valides® and Medides Systems
medical waste sterilization and disposal technologies to the international
market place for medical waste disposal.

---

Three and
Six Month Periods Ended June 30, 2005 and 2004

Revenue

Revenue for the three month
period ended June 30, 2005 decreased to $3,231 from $73,304 for the three month
period ended June 30, 2004, a decrease of 96%. Sales for the six month period
ended June 30, 2005 decreased to $3,231 from $73,304 for the six month period
ended June 30, 2004, a decrease of 96%. Revenue in the current three month
period can be attributed to a tax credit. The Company continues marketing
efforts and anticipates revenue in future periods from the sale of its products.

Losses

Net losses for the three
month period ended June 30, 2005 increased to $330,926 from $96,970 for the
three month period ended June 30, 2004, an increase of 341%. Net losses for the
six month period ended June 30, 2005 increased to $392,121 from $162,038 for the
for the six month period ended June 30, 2004, an increase of 242%. The increase
in net losses over the comparative three and six month periods can be
exclusively attributed to an in impairment of capitalized patent costs. The
Company expects to reduce net losses over the next twelve months with the
realization of revenue.

Expenses

General and administrative
expenses for the three month period ended June 30, 2005 decreased to $63,772
from $83,064 for the three month period ended June 30, 2004, a decrease of 23%.
General and administrative expenses for the six month period ended June 30, 2005
decreased to $117,023 from $139,655 for the six month period ended June 30,
2004, a decrease of 16%. The decrease in selling, general and administrative
expenses over the comparative three and six month periods can be attributed to a
decrease in legal and accounting costs. The Company expects that selling,
general and administrative expenses will remain relatively consistent over
future periods.

Cost of goods sold for the
three month period ended June 30, 2005 decreased to $0 from $71,475 for the
three month period ended June 30, 2004. Cost of goods sold for the six month
period ended June 30, 2005 decreased to $0 from $71,475 for the six month period
ended June 30, 2004. Cost of goods sold in the prior six month period can be
attributed to the manufacture of a single Valides® system. The Company
expects to the cost of goods sold to increase with anticipated Company product
sales over the next twelve months.

Depreciation expenses for
the six months ended June 30, 2005 and June 30, 2004 were $20,545 and $26,970
respectively.

Income Tax
Expense (Benefit)

The Company has an income
tax benefit resulting from net operating losses to offset any future operating
profit. The Company has not recorded this benefit in the financial statements as
it does not meet the accounting criteria to do so.

Impact of
Inflation

The Company believes that
inflation has had a negligible effect on operations over the past three years.
The Company believes that it can offset inflationary increases in the cost of
materials and labor by increasing sales and improving operating efficiencies.

---

Liquidity
and Capital Resources

Cash flow used in
operations was $83,251 for the six months ended June 30, 2005, as compared to
cash flow provided by operations of $71,805 for the six months ended June 30,
2004. Cash flow used in operations for the current six month period is primarily
attributable to an increase in net loss and the decrease in related party
payables. The Company expects that cash flows continue to be used in operations
until such time as revenues are consistently realized and losses decrease.

Cash flow produced from
financing activities was $125,000 for the six months ended June 30, 2005, as
compared to $0 cash flow produced from financing activities for the six months
ended June 30, 2004. The cash flows produced from financing activities for the
six month period were the result of subscription based stock issuances. The
Company expects that cash flows produced from financing activities may increase
in future periods as required to effect its business operations.

Cash flows used in
investing activities was $0 for the six months ended June 30, 2005 as compared
to cash flow used in investing activities of $0 for the six months ended June
30, 2004. The Company expects that cash flows used in investing activities will
increase in future periods.

The Company adopted The
2004 Benefit Plan of Healthbridge, Inc. on May 24, 2004. Under the benefit plan,
the Company may issue stock, or grant options to acquire the Companys
common stock, to employees of the Company or its subsidiaries. The board of
directors, at its own discretion may also issue stock or grant options to other
individuals, including consultants or advisors, who render services to the
Company or its subsidiaries, provided that the services rendered are not in
connection with the offer or sale of securities in a capital-raising
transaction. Further, no stock may be issued, or option granted under the
benefit plan to consultants, advisors, or other persons who directly or
indirectly promote or maintain a market for the Companys stock. The
Company has issued 100,000 shares pursuant to the benefit plan as of the six
month period ended June 30, 2005 and has to date granted no options. The benefit
plan is registered on Form
S-8 with the Securities and Exchange Commission.

The Company has no current
plans for the purchase or sale of any plant or equipment, outside of normal
items to be utilized by office personnel. The establishment of a manufacturing
facility will be postponed until such time as capital becomes available. Until
such time, the Company will rely on a third party manufacturer for the
production of additional units of the Valides® System.

The Company has no current
plans to make any significant changes in the number of employees. Any decision
to hire manufacturing or sales personnel will be postponed until such time as
capital becomes available.

The Company had a working
capital deficit of $138,678 as of June 30, 2005 and has funded its cash needs
from inception through revenues and a series of debt and equity transactions,
including several private placements. The bulk of these transactions have taken
place outside the United States. Since the Company has realized limited revenues
it will still require new debt or equity transactions to satisfy cash needs over
the next twelve months.

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Critical
Accounting Policies

In the notes to the audited
consolidated financial statements for the year ended December 31, 2004 included
in the Company Form 10-KSB, the Company discusses those accounting
policies that are considered to be significant in determining the results of
operations and its financial position. The Company believes that the accounting
principles utilized by it conform to accounting principles generally accepted in
the United States of America.

The preparation of
financial statements requires management to make significant estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses. By their nature, these judgments are subject to an inherent degree of
uncertainty. On an on-going basis, the Company evaluates its estimates,
including those related to bad debts, inventories, intangible assets, warranty
obligations, product liability, revenue, and income taxes. The Company bases its
estimates on historical experience and other facts and circumstances that are
believed to be reasonable, and the results form the basis for making judgments
about the carrying value of assets and liabilities. The actual results may
differ from these estimates under different assumptions or conditions.

The Company applies the
following critical accounting policies related to revenue recognition and the
valuation of patents in the preparation of its financial statements.

Valuation of
Patents

The Company believes that
its accounting policy for determining the value attributed to its intangible
assets or patents is critical as the valuation is primarily based on the patents
generating future cash flows. The Company evaluates its intangible definite life
patent assets for possible impairment on an annual basis or whenever events or
changes in circumstances indicate that the net carrying amount may not be
recoverable. The estimated useful life of the patents is ten years.

The Companys
impairment analysis includes but is not limited to:

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The judgment of the Company's
management is required in assessing the realization of any future economic benefits
resulting from the carrying value of our patents.  Fluctuations in the actual outcome of
these future economic benefits could materially impact the Company's financial position
or its results of operations.  In the event that the Company does not generate any future
economic benefit as a result of the carrying value of the patents, total assets would be
overstated.  Reducing the assets to zero would result in an additional expense in the
period in which it is determined that the asset cannot be realized.

The Company determined to reduce the
carrying value of our patents as of June 30, 2005 to zero due to possible impairment.

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Revenue
Recognition

The Company has generated
revenue through the sale of Valides® Modular Infectious Waste Disposal
System and the Medides Systems. Revenue is recognized only when persuasive
evidence for a sales arrangement exists; delivery of the product has occurred;
the product fee is fixed or determinable; and collection of the fee is
reasonably assured. Any revenue derived from the sale of services would be
initially recorded as deferred revenue on the balance sheet. The amount of
deferred income would be recognized as income over the term of the contract. The
Company has not yet generated any income from the sale of services.

ITEM
3.                     CONTROLS AND PROCEDURES

The Companys
president acts as the Companys chief executive officer, chief financial
officer and principal accounting officer and is responsible for establishing and
maintaining disclosure controls and procedures for the Company.

(a) Evaluation
of Disclosure Controls and Procedures

Under the supervision and
with the participation of Companys management, including the chief
executive officer, the Company evaluated the effectiveness of the design and
operation of its disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(Exchange Act), as of June 30, 2005.

Based on this evaluation,
the chief executive officer concluded that, due to erroneous disclosures which
warranted the restatement of certain historical financial information, the
Companys disclosure controls and procedures for the period ended June 30,
2005 remain ineffective and not adequately designed. The determination to
restate the Companys financial statements for the periods ended December
31, 2004 and March 31, 2005 was reached in connection with comments made by the
U.S. Securities and Exchange Commission. The restatement for the noted prior
periods was due to the Companys failure to amortize definite life patent
assets.

(b) Changes in
Internal Controls

During the period ended
June 30, 2005, there was no change in internal control over financial reporting
that materially affected, or was reasonably likely to materially affect the
Companys internal control over financial reporting.

However, the Companys
chief executive officer has concluded that changes will be made to internal
controls over financial reporting which may materially affect our financial
reporting obligations. Our chief executive officer will make certain proposals
to the Companys board of directors to implement changes to safeguard
against future errors in financial disclosure. The proposals include a
segregation of the duties of principal executive officer and chief financial
officer, the appointment of an independent director to the Companys board
of directors and the formation of an audit committee. Our chief executive
officer believes that the segregation of a chief executive officers duties
from that of a chief financial officer and the formation of an audit committee
would cause the Company to better evaluate the effectiveness of the design and
operation of the Companys disclosure controls and procedures on a constant
basis
with the intention of discovering any potential misstatements prior to erroneous
disclosure.

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PART II

None.

On April 8, 2005 the board
of directors of the Company authorized the issuance of 500,000 shares of common
stock to FABEG AG for cash consideration of $0.10 a share or $50,000. The
Company relied on exemptions provided by Section 4(2) and Regulation S of the
Securities Act.

The Company made this
offering based on the following factors: (1) the issuance was an isolated
private transaction by the Company which did not involve a public offering; (2)
there was only one offeree who was issued the Companys stock for cash
consideration; (3) the offeree stated an intention not to resell the stock; (4)
there were no subsequent or contemporaneous public offerings of the stock; (5)
the stock was not broken down into smaller denominations; and (6) the
negotiations that lead to the issuance of the stock took place directly between
the offeree and the Company.

Regulation S provides
generally that any offer or sale that occurs outside of the United States is
exempt from the registration requirements of the Securities Act, provided that
certain conditions are met. Regulation S has two safe harbors. One safe harbor
applies to offers and sales by issuers, securities professionals involved in the
distribution process pursuant to contract, their respective affiliates, and
persons acting on behalf of any of the foregoing (the issuer safe
harbor), and the other applies to resales by persons other than the
issuer, securities professionals involved in the distribution process pursuant
to contract, their respective affiliates (except certain officers and
directors), and persons acting on behalf of any of the forgoing (the
resale safe harbor). An offer, sale or resale of securities that
satisfied all conditions of the applicable safe harbor is deemed to be outside
the United States as required
by Regulation S. The distribution compliance period for shares sold in reliance
on Regulation S is one year.

The Company complied with
the requirements of Regulation S by having no directed selling efforts made in
the United States, by selling only to an offeree who was outside the United
States at the time the subscription was agreed, and ensuring that the offeree to
whom the stock was issued was a non-U.S. offeree with an address in a foreign
country and having the offeree make representation to the Company certifying
that the offeree is not a U.S. entity and is not acquiring the securities for
the account or benefit of a U.S. entity or person other than persons who
acquired the securities in transactions exempt from the registration
requirements of the Securities Act; and also agrees only to sell the securities
in accordance with the registration provisions of the Securities Act or an
exemption therefrom, or in accordance with the provisions of Regulation S.

None.

None.

ITEM
5.             
OTHER INFORMATION

None.

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ITEM
6.           EXHIBITS

Exhibits required to be
attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on
page 18 of this Form 10-QSB, and are incorporated herein by this reference.

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SIGNATURES

In accordance with the
requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized, this 16th day of
September 2005.

HEALTHBRIDGE,
INC.

/s/ Nora
Coccaro

Nora Coccaro

Chief Executive,
Chief Financial Officer, Principal Accounting Officer and Director

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### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                                                               
|----------- | -------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation of the Company (incorporated by reference from the
Form 10-SB filed with the Commission on April 17, 2000                                                                                                                                       
|3(i)(b)     | *        | Amendment to Articles of Incorporation of the Company (incorporated by
reference from the Form 10-SB filed with the Commission on April 17, 2000                                                                                                                          
|3(i)(c)     | *        | Amendment to Articles of Incorporation of the Company (incorporated by
reference from the Form 10-SB filed with the Commission on April 17, 2000                                                                                                                          
|3(i)(d)     | *        | Amended and Restated Articles of Incorporation of the Company(incorporated by
reference from the Form 10-SB filed with the Commission on April 17, 2000                                                                                                                   
|3(i)(e)     | *        | Amended and Restated Articles of Incorporation of the Company(incorporated by
reference from the Form 10-QSB filed with the Commission on November 17, 2003                                                                                                               
|3(ii)       | *        | Bylaws of the Company (incorporated by reference from the Form 10-SB filed
with the Commission on April 17, 2000                                                                                                                                                          
|10(i)       | *        | Intellectual Property Assignment and Sale Agreement between the Company and
Sellers (incorporated by reference from the Form 8-K filed with the Commission
on February 12, 2002                                                                                           
|10(ii)      | *        | Secured Loan Agreement Incorporated by reference from the Form 8-K filed with
the Commission on February 12, 2002                                                                                                                                                         
|10(iii)     | *        | Amendment to Intellectual Property Assignment and Sale Agreement dated March
28, 2002 (incorporated by reference from the Form 10-KSB filed with the
Commission on April 15, 2002                                                                                         
|10(iv)      | *        | Amendment to Intellectual Property Assignment and Sale Agreement dated April
10, 2002 (incorporated by reference from the Form 10-KSB filed with the
Commission on April 15, 2002                                                                                         
|10(v)       | *        | The 2004 Benefit Plan of Healthbridge, Inc. dated May 24, 2004 (incorporated
by reference from the Form S-8 filed with the Commission on May 26, 2004)                                                                                                                    
|10(vi)      | Attached | Extension of the Term of Series "A" Convertible Debenture Certificate with
Max Fugman dated March 31, 2005                                                                                                                                                                
|10(vii)     | Attached | Extension of the Term of Series "A" Convertible Debenture Certificate with
Global Convertible Megatrend Ltd. dated March 31, 2005                                                                                                                                         
|23          | Attached | Chisholm, Bierwolf and Nilson, LLC.'s consent to incorporation by reference
on Form S-8 filed with the Commission on May 26, 2004 of their report dated
September 13, 2005 with respect to the Company's audited financial statements
for the year ended December 31, 2004
|14          | *        | Code of Ethics, adopted as of March 1, 2004 (incorporated by reference from
the form 10QSB filed with the Commission on November 17, 2004                                                                                                                                 
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of
1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                            
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                                                                                          

* Incorporated by reference to prior filings with the
Commission.

18

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