UNITED STATES

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 March 31, 2001

For the transition period from ______________to_____________

|Commission file number 000-28311                                                                
|------------------------------------------------------------------------------------------------
|HEALTHBRIDGE, INC.
(Exact Name of Registrant as specified in its charter)                       
|                                                                                                
|Texas
(State or other jurisdiction
of incorporation or organization)                            
|                                                                                                
|1818-1177 West Hastings Street, Vancouver, B.C.
V6E 2K3
(Address of principal executive offices)
|                                                                                                
|604-602-1717
(Issuer's telephone number)                                                        

Check whether the issuer (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.
Yes  X     No

Number of shares outstanding of each of the issuer's classes of common stock,
as of May 10, 2001: 
13,281,285.

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|FORM 10-QSB, QUARTER ENDED MARCH 31, 2001
TABLE OF CONTENTS                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                            
|PART I - FINANCIAL INFORMATION                                                                                                              
|                                                                                                                                            
|Item 1 - Financial Statements                                                                                                               
|Balance Sheet as of March 31, 2001                                                                                                          
|Statement of Operations for the Three Months Ended March 31,
2001 and 2000                                                                  
|Statement of Cash Flows for the Three Months Ended March 31,
2001 and 2000                                                                  
|Notes to Interim Financial Statements                                                                                                       
|                                                                                                                                            
|All schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes
thereto.
|                                                                                                                                            
|Item 2 - Management's Discussion and Analysis                                                                                               
|                                                                                                                                            
|PART II - OTHER INFORMATION                                                                                                                 
|                                                                                                                                            
|Item 1 - Legal Proceedings                                                                                                                  
|Item 2 - Changes in Securities                                                                                                              
|Item 3 - Defaults Upon Senior Securities                                                                                                    
|Item 4 - Submission of Matters to a Vote of Security
Holders                                                                                
|Item 5 - Other Information                                                                                                                  
|Item 6 - Exhibits and Reports on Form 8-K                                                                                                   
|                                                                                                                                            

2

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PART I
Item 1.  Financial Statements

|HEALTHBRIDGE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2001 AND DECEMBER 31, 2000       
|----------------------------------------------------------------------------------------------------------
|                                                                                                          
|ASSETS                                                                                                    
|Current Assets                                                                                            
|                                                                                                          
|                                                                                                          
|Total Assets                                                                                              
|                                                                                                          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                      
|Current Liabilities                                                                                       
|                                                                                                          
|                                                                                                          
|                                                                                                          
|Total Current Liabilities                                                                                 
|                                                                                                          
|Commitments and Contingencies                                                                             
|                                                                                                          
|Stockholders' Equity                                                                                      
|Preferred Stock: $0.0001 Par Value, Authorized 25,000,000; 
Issued and Outstanding, None                  
|Common Stock: $0.0001 Par Value, Authorized 50,000,000; 
Issued and Outstanding, 13,266,285 and 13,236,285
|Additional Paid In Capital                                                                                
|Deficit Accumulated During the Development Stage                                                          
|Total Stockholders' Equity (A Deficit)                                                                    
|                                                                                                          
|Total Liabilities and Stockholders' Equity                                                                



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

3

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|HEALTHBRIDGE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000, AND
FOR THE PERIOD FROM INCEPTION (FEBRUARY 17, 1993) TO MARCH 31, 2001
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|Revenues                                                                                                                                                                                            
|                                                                                                                                                                                                    
|Expenses                                                                                                                                                                                            
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|Operating Loss                                                                                                                                                                                      
|                                                                                                                                                                                                    
|Other Income (Expense)                                                                                                                                                                              
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|Total Other Income (Expense)                                                                                                                                                                        
|                                                                                                                                                                                                    
|Loss from Continuing Operations                                                                                                                                                                     
|                                                                                                                                                                                                    
|Loss from Discontinued Operations                                                                                                                                                                   
|                                                                                                                                                                                                    
|Net Loss Before Cumulative  Effect of
Accounting Change                                                                                                                                             
|                                                                                                                                                                                                    
|Cumulative Effect of Accounting Change                                                                                                                                                              
|                                                                                                                                                                                                    
|Net Loss Available to Common Stockholders                                                                                                                                                           
|                                                                                                                                                                                                    
|Basic Loss Per Share:                                                                                                                                                                               
|Basic Weighted Average Number of Common Shares Outstanding                                                                                                                                          

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

4

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|HEALTHBRIDGE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000, AND
FOR THE PERIOD FROM INCEPTION (FEBRUARY 17, 1993) TO MARCH 31, 2001
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|Cash Flows from Operating Activities                                                                                                                                                                
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|Net Cash Used In Operating Activities                                                                                                                                                               
|                                                                                                                                                                                                    
|Cash Flows From Investing Activities                                                                                                                                                                
|                                                                                                                                                                                                    
|Cash Flows From Financing Activities                                                                                                                                                                
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|Net Cash Provided By Financing Activities                                                                                                                                                           
|                                                                                                                                                                                                    
|Increase (Decrease) in Cash and Cash 
   Equivalents                                                                                                                                                
|Cash and Cash Equivalents, Beginning of Period                                                                                                                                                      
|Cash and Cash Equivalents, End of Period                                                                                                                                                            
|                                                                                                                                                                                                    
|Supplemental Information:                                                                                                                                                                           
|Cash paid for:                                                                                                                                                                                      
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    

5

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|                                                         |                                               | Three Months
Ended
03/31/01 |   |  | Three Months
Ended
03/31/01 |   |  | From
Inception
(February 17,
1993) to
03/31/01 |          
|-------------------------------------------------------- | --------------------------------------------- | --------------------------- | - |  | --------------------------- | - |  | ---------------------------------------------- | ---------
|Supplemental Noncash Investing and Financing Activities: |                                               |                             |   |  |                             |   |  |                                                |          
|                                                         | Common Stock Issued For Services 
   Rendered | $                           | - |  | $                           | - |  | $                                              | 74,200   
|                                                         | Conversion of Debt to Equity                  |                             | - |  |                             | - |  |                                                | 1,250,000
|                                                         | Assets Acquired for Common Stock              |                             | - |  |                             | - |  |                                                | 1,02,0465
|                                                         | Common Stock Issued as Dividends-in-kind      |                             | - |  |                             | - |  |                                                | 2,008,096
|                                                         | Conversion of Accounts Payable to Equity      |                             | - |  |                             | - |  |                                                | 174,500  

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

6

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HEALTHBRIDGE, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
MARCH 31, 2001

Note 1.  Statement of Information Furnished
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with Form 10QSB instructions and in the opinion of
management contains all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of March 31,
2001, and the results of operations and cash flows for the three months ended
March 31, 2001 and 2000.  These results have been determined on the basis of
generally accepted accounting principles and practices and applied consistently
with those used in the preparation of the Company's 2000 Annual Report on Form
10-KSB.

Certain information and footnote disclosure normally included in the
financial statements presented in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that the
accompanying financial statements be read in conjunction with the accompanying
financial statements and notes thereto incorporated by reference in the
Company's 2000 Annual Report on Form 10-SB.

Note 2. Going Concern, Financial Results and Liquidity 
To date, we have not been profitable. We face all the risks common to companies
in their early stages of development, including undercapitalization and
uncertainty of funding sources, high initial expenditure levels and uncertain
revenue streams, an unproven business model, and difficulties in managing
growth. Our recurring losses raise substantial doubt about our ability to
continue as a going concern. Our financial statements do not reflect any
adjustments that might result from the outcome of this uncertainty. The Company
expects to incur losses as it expands its businesses and will require additional
funding during 2001. The satisfaction of our cash requirements hereafter will
depend in large part on our ability to successfully raise capital from external
sources to fund operations. We do not expect that sufficient cash will be
generated from operations to fund our growth for the foreseeable future. As a
result, we expect to aggressively pursue additional sources of funds, the form
of which will vary depending upon prevailing market and other conditions and may
include a sale transaction or the issuance of equity securities.

The Company has explored the possibility of selling or merging with another
Company. Although the Company has not entered into any binding agreement to
effect such a transaction, the board of directors of the Company does consider
such offers and would consider all of the terms of any such offer as part of its
fiduciary duty to determine whether any such transaction is in the best interest
of the Company's stockholders. If our board of directors does determine that a
sale or merger of the Company is in the best interests of the Company's
stockholders, our board of directors may determine to pursue such a transaction
and the consideration to be paid in connection with such transaction would be
used to expand our business and fund future operations. We cannot assure you
that we will be able to raise funds through a sale or equity transaction, or if
such funding is available, that it will be on favorable terms. Our common stock
is currently traded on the over-the-counter market on an electronic bulletin
board established for securities that do not meet Nasdaq listing requirements or
in what are commonly referred to as the "pink sheets."

7

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Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations.

PLAN OF OPERATION

In its efforts to substantially reduce operating expenses and not to incur
development costs for the advancement of its Redloc II System under current
market conditions, the Company's only activity during the first quarter of the
2001 fiscal year has been concentrated on corporate maintenance and limited
review of improvement possibilities for its waste disposal system. Rather than
incurring substantial capital costs for systems upgrading, the Company is
searching worldwide for existing engineering applications which could be
incorporated into its existing system and achieve the necessary improvements and
modifications at a fraction of primary development costs.

FINANCE

RESULTS OF OPERATIONS

During the first quarter of its 2001 fiscal year the Company's net loss was
$58,058 paid for from cash on hand ($21,295) and the issuance of common stock
($3,000) as well as non-cash transactions such as the increases in Account
Payable ($374), Notes Payable ($30,000) and Accrued Interest ($3,390).

PART II

Item 1.  Legal Proceedings.
None.

Item 2.  Changes in Securities.
Securities issued for the three months ended March 31, 2001 were as follows:

30,000 shares of common stock issued for exercise of options at $0.10 per
share, or $3,000.

Item 3.  Defaults Upon Senior Securities.
None.

8

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Item 4.  Submission of Matters to Vote of Security Holders.
None.

Item 5.  Other Information.
None.

Item 6.  Exhibits and Reports on Form 8-K.
None.



SIGNATURES

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

|Healthbridge, Inc. |                                        
|------------------ | ---------------------------------------
|By:                | /s/ Nora Coccaro
Nora Coccaro
President
|May 11, 2001       |                                        

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

9