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 September 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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

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 November 14, 2005 was 10,210,841.

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TABLE OF CONTENTS



|                  |                                                             |                                                                                                                                                                    |    |      |   | 
|----------------- | ----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -- | ---- | - | 
|                  |                                                             |                                                                                                                                                                    |    | Page
|                  |                                                             |                                                                                                                                                                    |    |     
|PART I.           |                                                             |                                                                                                                                                                    |    |     
|                  | ITEM 1. FINANCIAL STATEMENTS                                |                                                                                                                                                                    |    | 3    |  
|                  |                                                             | Unaudited Consolidated Balance Sheet as of September 30, 2005                                                                                                      |    |      | 4 | 
|                  |                                                             | Unaudited Consolidated Statement of Operations for the three and nine months ended September 30, 2005 and 2004 and the period from inception to September 30, 2005 |    |      | 5 | 
|                  |                                                             | Unaudited Consolidated Statement of Cash Flows for the nine months ended September 30, 2005 and 2004 and the period from inception to September 30, 2005           |    |      | 6 | 
|                  |                                                             | Notes to Unaudited Consolidated Financial Statements                                                                                                               |    |      | 7 | 
|                  |                                                             |                                                                                                                                                                    |    |      |   | 
|                  |                                                             |                                                                                                                                                                    |    |      |   | 
|                  |                                                             |                                                                                                                                                                    |    |      |   | 
|                  | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                |                                                                                                                                                                    |    | 10   |  
|                  | 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                     |                                                                                                                                                                    |    | 17   |  
|                  | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |                                                                                                                                                                    |    | 17   |  
|                  | ITEM 5. OTHER INFORMATION                                   |                                                                                                                                                                    |    | 17   |  
|                  | ITEM 6. EXHIBITS                                            |                                                                                                                                                                    |    | 17   |  
|                  | SIGNATURES                                                  |                                                                                                                                                                    |    | 18   |  
|INDEX TO EXHIBITS |                                                             |                                                                                                                                                                    | 19 |     

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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.

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|HEALTHBRIDGE, INC.           
|-----------------------------
|(A Development Stage Company)
|CONSOLIDATED BALANCE SHEET   
|September 30, 2005           
|(Unaudited)                  

|                                                     |  |   |            
|---------------------------------------------------- |  | - | -----------
|ASSETS                                               |  |   |            
|                                                     |  |   |            
|Current assets:                                      |  |   |            
|Cash                                                 |  | $ | 67,598     
|                                                     |  |   |            
|Total current assets                                 |  |   | 67,598     
|                                                     |  |   |            
|Property and equipment, net                          |  |   | 1,104      
|                                                     |  |   |            
|Total assets                                         |  | $ | 68,702     
|                                                     |  |   |            
|                                                     |  |   |            
|LIABILITIES AND STOCKHOLDERS' DEFICIT                |  |   |            
|                                                     |  |   |            
|Current liabilities:                                 |  |   |            
|Accounts payable                                     |  | $ | 163,203    
|Accrued expenses                                     |  |   | 32,039     
|Related party payables                               |  |   | 94,945     
|Notes payable                                        |  |   | 29,048     
|                                                     |  |   |            
|Total current liabilities                            |  |   | 319,235    
|                                                     |  |   |            
|Convertible debentures                               |  |   | 318,578    
|                                                     |  |   |            
|Total Liabilities                                    |  |   | 637,814    
|                                                     |  |   |            
|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  |  |   | 787        
|Additional paid-in capital                           |  |   | 8,129,006  
|Accumulated other comprehensive income               |  |   | 14,770     
|Deficit accumulated during the development stage     |  |   | (8,713,675)
|                                                     |  |   |            
|Total stockholders' deficit                          |  |   | (569,112)  
|                                                     |  |   |            
|Total liabilities and stockholders' deficit          |  | $ | 68,702     





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



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|HEALTHBRIDGE, INC.                                                            
|------------------------------------------------------------------------------
|(A Development Stage Company)                                                 
|CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS                                 
|Three and Nine Months ended September 30, 2005 and 2004 and Cumulative Amounts
|(Unaudited)                                                                   

| |  |  |                          |  |                          |  |           
| |  |  | ------------------------ |  | ------------------------ |  | ----------
| |  |  | Three Months             |  | Nine Months              |  |           
| |  |  | ended September 30, 2005 |  | ended September 30, 2005 |  | Cumulative

|                                                     |  |   | 2005      |   | 2004      |   | 2005      |   | 2004      |   | Amounts    
|---------------------------------------------------- |  | - | --------- | - | --------- | - | --------- | - | --------- | - | -----------
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Revenue                                              |  |   | -         |   |           |   | -         |   | 73,304    |   | 75,106     
|Cost of sales                                        |  |   | -         |   |           |   | -         |   | 71,475    |   | 52,607     
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|                                                     |  |   | -         |   | -         |   | -         |   | 1,829     |   | 22,499     
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|General and administrative expenses                  |  |   | 110,694   |   | 78,195    |   | 221,255   |   | 197,628   |   | 3,316,220  
|Impairment of capitalized patent cost                |  |   |           |   |           |   | 262,890   |   |           |   | 262,890    
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Loss from operations                                 |  |   | (110,694) |   | (78,195)  |   | (484,145) |   | (195,799) |   | 3,556,611) 
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Other income (expense):                              |  |   |           |   |           |   |           |   |           |   |            
|Interest expense                                     |  |   | (6,199)   |   | (11,520)  |   | (22,155)  |   | (35,732)  |   | (162,775)  
|Interest income                                      |  |   | 352       |   |           |   | 869       |   | -         |   | 9,462      
|Other income                                         |  |   | 3,231     |   |           |   |           |   |           |   | 3,231      
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Loss before provision for income taxcs               |  |   |           |   |           |   |           |   |           |   |            
|and discontinued operations                          |  |   | (113,310) |   | (89,715)  |   | (505,431) |   | (231,531) |   | 3,709,924) 
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Provision for income taxes                           |  |   |           |   | -         |   | -         |   | -         |   | -          
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Loss before discontinued operations                  |  |   | (113,310) |   | (89,715)  |   | (505,431) |   | (231,531) |   | (3,709,924)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Gain (loss) from discontinued operations, net of tax |  |   |           |   | -         |   | -         |   | -         |   | (2,893,157)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Net loss before cumulative effect                    |  |   |           |   |           |   |           |   |           |   |            
|of accounting change                                 |  |   | (113,310) |   | (89,715)  |   | (505,431) |   | (231,531) |   | (6,603,081)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Cumulative effect of accounting change, net of tax   |  |   |           |   |           |   | -         |   | -         |   | (102,500)  
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Net loss                                             |  |   | (113,310) | $ | (89,715)  | $ | (505,431) | $ | (231,531) | $ | (6,705,581)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Other Comprehensive Income                           |  |   |           |   |           |   |           |   |           |   |            
|Foreign currency translation adjustment              |  |   | 267       |   |           |   | 9,457     |   |           |   | 14,770     
|Net Comprehensive Income (Loss)                      |  | $ | (113,043) |   | (89,715)  | $ | (495,974) | $ | (231,531) | $ | (6,690,811)
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Loss per common share - basic and diluted            |  |   | (0.01)    |   | (0.03)    | $ | (0.07)    |   | (0.08)    |   |            
|                                                     |  |   |           |   |           |   |           |   |           |   |            
|Weighted average common shares -                     |  |   |           |   |           |   |           |   |           |   |            
|basic and diluted                                    |  |   | 7,876,000 |   | 2,849,000 |   | 7,617,758 |   | 2,843,000 |   |            





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

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|HEALTHBRIDGE, INC.                                                  
|--------------------------------------------------------------------
|(A Development Stage Company)                                       
|INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS                       
|Nine Months Ended September 30, 2005 and 2004 and Cumulative Amounts
|(Unaudited)                                                         

|                                                 |   |           |  |           |  | Cumulative 
|------------------------------------------------ | - | --------- |  | --------- |  | -----------
|                                                 |   | 2005      |  | 2004      |  | Amounts    
|Cash flows from operating activities:            |   |           |  |           |  |            
|Net loss                                         | $ | (505,431) |  | (231,531) |  | (6,705,581)
|Adjustments to reconcile net loss to net cash    |   |           |  |           |  |            
|used in operating activities:                    |   |           |  |           |  |            
|Stock and stock option compensation expense      |   | -         |  | -         |  | 1,173,638  
|Depreciation and amortization                    |   | 20,629    |  | 9,687     |  | 171,876    
|Impairment costs                                 |   | 262,890   |  | -         |  | 2,505,792  
|Gain on write-off of liabilities                 |   | -         |  | -         |  | (102,692)  
|(Increase) decrease in:                          |   |           |  |           |  |            
|Other advances                                   |   | -         |  | -         |  | -          
|Prepaid expenses                                 |   | -         |  | (1,604)   |  | 5,804      
|Increase (decrease) in:                          |   |           |  |           |  |            
|Deposits                                         |   | -         |  | -         |  | -          
|Accounts payable                                 |   | 108,692   |  | 81,795    |  | 674,042    
|Accrued expenses                                 |   | 20,533    |  | 26,530    |  | 263,563    
|Related party payables                           |   | (11,458)  |  | 153,747   |  | 199,792    
|                                                 |   |           |  |           |  |            
|Net cash used in operating activities            |   | (104,145) |  | 38,624    |  | (1,813,766)
|                                                 |   |           |  |           |  |            
|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 on notes payable                        |   | -         |  | -         |  | (165,000)  
|                                                 |   |           |  |           |  |            
|Net cash provided by financing activities        |   | 125,000   |  | -         |  | 2,020,732  
|                                                 |   |           |  |           |  |            
|Change in accumulated other comprehensive income |   | 9,457     |  | 377       |  | 14,770     
|                                                 |   |           |  |           |  |            
|Net increase (decrease) in cash                  |   | 30,312    |  | 39,001    |  | 67,598     
|                                                 |   |           |  |           |  |            
|Cash, beginning of period                        |   | 37,286    |  | 7,250     |  | -          
|                                                 |   |           |  |           |  |            
|Cash, end of period                              | $ | 67,598    |  | 46,251    |  | 67,598     

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

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 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 marketing 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/A 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 September 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.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2005

(Unaudited)

Note 5  Accounts Payable and Related Party Transactions

Accounts payable include $3,000 due to Nora Coccaro, $12,469 to Edward Kneifel and $101,500 to Markus Mueller, all of them for consulting services provided.

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 September 30, 2005 is made up of loans and accrued interest totaling $6,000 provided to the Company and loans and accrued interest totaling 73,826 (US$88,945) 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 nine months ended September 30, 2005, the Company recognized a consulting expense of $24,206 (2004: $24,075).

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 nine months ended September 30, 2005, the Company recognized a consulting expense of $31,500.

The Company also recognized consulting fees to Mr. Mueller for $28,000 corresponding to the year 2003 and $38,500 during 2004.

Note 6  Supplemental Cash Flow Information

During the first three 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.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2005

(Unaudited)

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.

Note 8  Subsequent Events

On October 3, 2005 the Company reached an agreement with outstanding debenture holders to pay outstanding interest due in shares of the Companys common stock. Accordingly, the Company issued 136,298 shares of common stock to Global Convertible Megatrend Ltd. for $13,628 owed, and 56,250 shares of common stock to Max Fugman for $5,625 owed as of September 30, 2005.

On October 25, 2005 the Company reached an agreement with Markus Mueller to satisfy certain outstanding debt with shares of the Companys common stock. Under the agreement the Company issued 2,092,293 shares of common stock in satisfaction of $101,500 in debt due to Mr. Mueller for consulting fees, $6,000 of a cash loan, and $527 in interest due from the Company and 73,826 (US$88,945) due as the result of a loan to Healthbridge AG in addition to 10,174 (US$12,257) in interest.

On October 25, 2005 the Company issued 50,000 of common stock shares in the name of Nora Coccaro for additional consulting fees valued at $5,000.

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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

In 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.

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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 September 30, 2005 the Company realized a net loss from operations. The net loss was due to a lack of 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.

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Results of Operations

During the period from January 1, 2005 through September 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.

Revenue

Revenue for the three month period ended September 30, 2005 was $0 from $0 for the three month period ended September 30, 2004. Revenue for the nine month period ended September 30, 2005 decreased to $0 from $73,304 for the nine month period ended September 30, 2004. Revenue in the nine month period ended September 30, 2004 can be attributed to the sale of a single Valides® unit. Since that sale the Company has been without revenues. The Companys financial condition has caused it to curtail marketing efforts and it can provide no assurance of any future revenue from the sale of its products.

Losses

Net losses for the three month period ended September 30, 2005 increased to $113,310 from $89,715 for the three month period ended September 30, 2004, an increase of 26%. Net losses for the nine month period ended September 30, 2005 increased to $505,431 from $231,531 for the for the nine month period ended September 30, 2004, an increase of 118%. The increase in net losses over the comparative three month periods can be attributed to an increase in general and administrative expenses. The increase in net losses over the comparative nine month periods can be attributed to an increase in general and administrative expenses and the impairment of capitalized patent costs. The Company expects to reduce net losses over the next twelve months.

Expenses

General and administrative expenses for the three month period ended September 30, 2005 increased to $104,232 from $78,195 for the three month period ended September 30, 2004, an increase of 33%. General and administrative expenses for the nine month period ended September 30, 2005 increased to $221,255 from $197,628 for the nine month period ended September 30, 2004, an increase of 12%. The increase in general and administrative expenses over the comparative three and nine month periods can be attributed to an increase in legal, consulting and accounting costs. The Company expects that general and administrative expenses will remain relatively consistent over future periods.

Cost of goods sold for the three month period ended September 30, 2005 and 2004 was $0. Cost of goods sold for the nine month period ended September 30, 2005 decreased to $0 from $71,475 for the nine month period ended September 30, 2004. Cost of goods sold in the prior nine month period can be attributed to the manufacture of a single Valides® unit. The Company expects that its cost of goods sold will increase or decrease in correlation to the production of additional units of the Valides® system.

Depreciation expenses for the nine months ended September 30, 2005 and September 30, 2004 were $20,629 and $9,687 respectively.

Income Tax Expense (Benefit)

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

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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 $104,145 for the nine months ended September 30, 2005, as compared to cash flow provided by operations of $38,624 for the nine months ended September 30, 2004. Cash flow used in operations for the current nine 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 realized and losses decrease.

Cash flows used in investing activities were $0 for the nine months ended September 30, 2005 as compared to cash flows used in investing activities of $0 for the nine months ended September 30, 2004. The Company expects that cash flows used in investing activities may increase in future periods.

Cash flow produced from financing activities was $125,000 for the nine months ended September 30, 2005, as compared to $0 cash flow produced from financing activities for the nine months ended September 30, 2004. The cash flows produced from financing activities for the nine 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.

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 period ended September 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 as orders may require.

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 $251,637 as of September 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/A, 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 in the preparation of its financial statements.

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 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s president acts as the Companys chief executive officer and chief financial 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 September 30, 2005. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our chief executive officer and chief financial officer, in a
manner that allowed for timely decisions regarding required disclosure.

The auditors did not test the effectiveness of nor relied on the internal controls of the Company for the fiscal quarters ended September 30, 2005 and 2004.

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(b) Changes in Internal Controls

During the period ended September 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.

PART II

None.

On October 25, 2005 the board of directors of the Company authorized the issuance of 50,000 shares of common stock to the Companys officer and director, Nora Coccaro, for consulting fees totaling $0.10 a share or $5,000. 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 services to the Company; (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.

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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 settlement of accrued interest was agreed, and ensuring that the person to whom the stock was issued was a non-U.S. person with an address in a foreign country and having each person make representation to the Company certifying that he or she is not a U.S. person and is not acquiring the securities for the account or benefit of a U.S. 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.

On October 25, 2005 the board of directors of the Company authorized the issuance of 2,092,293 shares of common stock to Markus Mueller, pursuant to an agreement for the cancellation of debt from consulting fees, loans made to the Company and interest totaling $0.10 a share or $209,229. 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 in settlement of consulting fees, loans made to the Company and interest; (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.

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 settlement of accrued interest was agreed, and ensuring that the person to whom the stock was issued was a non-U.S. person with an address in a foreign country and having each person make representation to the Company certifying that he or she is not a U.S. person and is not acquiring the securities for the account or benefit of a U.S. 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.

On October 3, 2005 the board of directors of the Company authorized the issuance of 136,298 shares of common stock to Global Convertible Megatrend Ltd., in satisfaction of interest due on a certain debenture valued at $0.10 a share or $13,628. 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 in settlement of interest due; (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.

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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 settlement of accrued interest was agreed, and ensuring that the person to whom the stock was issued was a non-U.S. person with an address in a foreign country and having each person make representation to the Company certifying that he or she is not a U.S. person and is not acquiring the securities for the account or benefit of a U.S. 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.

On October 3, 2005 the board of directors of the Company authorized the issuance of 56,250 shares of common stock to Max Fugman in satisfaction of interest due on a certain debenture valued at $0.10 a share or $5,625. 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 in settlement of interest due; (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.

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 settlement of accrued interest was agreed, and ensuring that the person to whom the stock was issued was a non-U.S. person with an address in a foreign country and having each person make representation to the Company certifying that he or she is not a U.S. person and is not acquiring the securities for the account or benefit of a U.S. 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.

None.

Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 19 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 14th day of November 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)      | *        | Extension of the Term of Series "A"" Convertible Debenture Certificate with Max Fugman (incorporated by reference from the Form 10-KSB/A filed with the Commission on October 11, 2005)                                                                                                                                                                                    
|10(vii)     | *        | Extension of the Term of Series "A" Convertible Debenture Certificate with Global Convertible Megatrend Ltd. (incorporated by reference from the Form 10-KSB/A filed with the Commission on October 11, 2005)                                                                                                                                                              
|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                                                                                                                                                                                                                                  
|23          | *        | 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 (incorporated by reference from the Form 10-KSB/A filed with the Commission on October 11, 2005)
|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.

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