SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X ]     Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2006.

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

Commission file number: 000-28731

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 August 10, 2006 was 31,337,734.

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TABLE OF CONTENTS



|                  |                                                             |                                                                                                                                                                |    |      |   | 
|----------------- | ----------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                  |                                                             |                                                                                                                                                                |    | Page
|                  |                                                             |                                                                                                                                                                |    |     
|PART I.           |                                                             |                                                                                                                                                                |    |     
|                  | ITEM 1. FINANCIAL STATEMENTS                                |                                                                                                                                                                |    | 3    |  
|                  |                                                             | Unaudited Consolidated Balance Sheet as of June 30, 2006                                                                                                       |    |      | 4 | 
|                  |                                                             | Unaudited Consolidated Statement of Operations for the three and six month periods ended June 30, 2006 and 2005 and the period from inception to June 30, 2006 |    |      | 5 | 
|                  |                                                             | Unaudited Consolidated Statement of Cash Flows for the three and six month periods ended June 30, 2006 and 2005 and the period from inception to June 30, 2006 |    |      | 7 | 
|                  |                                                             | Notes to Unaudited Consolidated Financial Statements                                                                                                           |    |      | 9 | 
|                  |                                                             |                                                                                                                                                                |    |      |   | 
|                  |                                                             |                                                                                                                                                                |    |      |   | 
|                  |                                                             |                                                                                                                                                                |    |      |   | 
|                  | ITEM 2. MANAGEMENT'S PLAN OF OPERATION                      |                                                                                                                                                                |    | 19   |  
|                  | ITEM 3. CONTROLS AND PROCEDURES                             |                                                                                                                                                                |    | 28   |  
|PART II.          |                                                             |                                                                                                                                                                |    |     
|                  | ITEM 1. LEGAL PROCEEDINGS                                   |                                                                                                                                                                |    | 29   |  
|                  | ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES             |                                                                                                                                                                |    | 29   |  
|                  | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                     |                                                                                                                                                                |    | 29   |  
|                  | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |                                                                                                                                                                |    | 30   |  
|                  | ITEM 5. OTHER INFORMATION                                   |                                                                                                                                                                |    | 30   |  
|                  | ITEM 6. EXHIBITS                                            |                                                                                                                                                                |    | 30   |  
|                  | SIGNATURES                                                  |                                                                                                                                                                |    | 31   |  
|INDEX TO EXHIBITS |                                                             |                                                                                                                                                                | 32 |     

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PART I

As used herein the terms Company, we, our, and us refer 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
                                                  June 30, 2006


ASSETS

Current assets:
   Cash                                                                                 $                6,801,018
   Prepaid expenses                                                                                         40,000
   Promissory note receivable (including interest)                                                       5,403,954
                                                                                            -----------------------

     Total current assets                                                                               12,244,973


Property and equipment, net                                                                                      -
                                                                                            -----------------------

     Total assets                                                                       $               12,244,973
                                                                                            =======================


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                                                     $                   25,840
   Accrued expenses                                                                                        163,174
   Related party payables                                                                                   38,500
                                                                                            -----------------------

     Total current liabilities                                                                             227,514
                                                                                            -----------------------

Convertible debentures                                                                                   3,570,000
                                                                                            -----------------------

     Total Liabilities                                                                                   3,797,514
                                                                                            -----------------------


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, 17,816,144 shares issued and outstanding                                                   1,782
   Additional paid-in capital                                                                           12,035,992
   Common share subscriptions                                                                            7,253,220
   Accumulated other comprehensive income                                                                   15,124
   Deficit accumulated during the development stage                                                   (10,858,659)
                                                                                            -----------------------

     Total stockholders' equity                                                                          8,447,459
                                                                                            -----------------------

     Total liabilities and stockholders' equity                                         $               12,244,973
                                                                                            =======================

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

---

`HEALTHBRIDGE, INC.
                                                               (A Development Stage Company)
                                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                         Three and six months ended June 30, 2006 and 2005 and Cumulative Amounts
                                                                   Three months ended June 30,            Six months ended June 30,             Cumulative
                                                                     2006              2005                  2006             2005                Amounts
                                                                  ------------     -------------         -------------     -----------          ------------
General and administrative expenses                            $      520,766   $        63,772       $       619,572   $     117,023        $    3,945,841


    Loss from operations                                            (520,766)          (63,772)             (619,572)       (117,023)           (3,945,841)

Other income (expense):
                                                                   1,212,034)           (7,907)           (1,277,367)        (15,956)
  Interest expense                                                                                                                              (1,618,504)
  Interest income                                                     119,227               412               191,380             517               223,558
                                                                  ------------     -------------         -------------     -----------          ------------

    Loss before provision for income taxes

       and discontinued operations                                 1,613,572)          (71,267)           (1,705,558)       (132,462)           (5,340,786)

Provision for income taxes                                                  -                 -                     -               -                     -
                                                                  ------------     -------------         -------------     -----------          ------------


 Loss before discontinued operations                              (1,613,572)          (71,267)           (1,705,558)       (132,462)           (5,340,786)


Gain (loss) from discontinued operations, net of tax                        -         (259,659)                     -       (259,659)           (3,407,279)
                                                                  ------------     -------------         -------------     -----------          ------------
    Net loss before cumulative effect

         of accounting change                                     (1,613,572)         (330,926)           (1,705,558)       (392,121)           (8,748,065)

Cumulative effect of accounting change, net of tax                          -                 -                     -               -             (102,500)
                                                                  ------------     -------------         -------------     -----------          ------------


    Net loss                                                      (1,613,572)         (330,926)           (1,705,558)       (392,121)           (8,850,565)
                                                                  ============     =============         =============     ===========          ============
                                                                  ============     =============         =============     ===========          ============

Other Comprehensive Income
 Foreign currency translation adjustment                              (3,095)             5,265                   754           9,190                15,124
                                                                  ------------     -------------         -------------     -----------          ------------
Net Comprehensive Income (Loss)                               $   (1,616,667)    $     (325,661)      $    (1,704,804)   $   (382,931)       $   (8,835,441)

                                                                  ============     =============         =============     ===========          ============

Loss per share from Continuing Operations basic/diluted              $ (0.09)          $ (0.01)              $ (0.10)        $ (0.02)
                                                                  ============     =============         =============     ===========
Net Loss per common share - basic and diluted                        $ (0.09)          $ (0.04)              $ (0.10)        $ (0.05)
                                                                  ============     =============         =============     ===========
Weighted average common shares -

 Basic and diluted                                                 17,485,400         7,870,500            16,985,900       7,400,900
                                                                  ============     =============         =============     ===========
                              The accompanying notes are an integral part of these financial statements.`

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`HEALTHBRIDGE, INC.
                                                               (A Development Stage Company)
                                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         Three and six months ended June 30, 2006 and 2005 and Cumulative Amounts
                                                                 Three months ended June 30,            Six months ended June 30,               Cumulative
                                                                      2006             2005                 2006              2005               Amounts
                                                                  -------------    -------------        --------------     -----------         -------------
Cash flows from operating activities:

  Net loss                                                    $    (1,613,572)  $     (330,926)     $     (1,705,558)   $   (392,121)      $    (8,850,565)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Stock and stock option compensation expense                      1,625,755                -             1,625,755               -             3,215,619
    Depreciation and amortization                                            -           10,302                 1,019          20,545               152,757
    Discontinued operations                                                  -          262,890                     -         262,890             2,542,150
    Gain on write-off of liabilities                                         -                -                     -               -              (96,270)
    (Increase) decrease in:
      Accounts receivable and prepaid expenses                       (124,152)            2,785             (182,977)               -             (194,074)
    Increase (decrease) in:
      Accounts payable                                                (28,044)           11,003              (94,027)          22,374               525,079
      Accrued expenses                                                  36,154            7,127               101,471          14,386               394,698
      Related party payables                                            11,097          (6,230)                25,000        (11,325)               138,812
                                                                  -------------    -------------        --------------     -----------         -------------

       Net cash used in operating activities                          (92,762)         (43,049)             (229,317)        (83,251)           (2,171,795)
                                                                  -------------    -------------        --------------     -----------         -------------
Cash flows from investing activities:

  Proceeds paid for promissory notes Receivable                    (1,036,756)                -           (2,169,076)               -           (5,244,076)
  Acquisition of intangible assets                                           -                -                     -               -             (150,398)
  Acquisition of property and equipment                                      -                -                     -               -               (3,740)
                                                                  -------------    -------------        --------------     -----------         -------------

       Net cash used in investing activities                       (1,036,756)                -           (2,169,076)               -           (5,398,214)
                                                                  -------------    -------------        --------------     -----------         -------------
Cash flows from financing activities:
  Proceeds from notes payable                                                -                -                     -               -               692,999
  Issuance of common stock                                                   -           50,000                     -         125,000             3,081,233
  Common stock subscriptions                                         7,253,220                -             7,253,220               -             7,253,220
  Commissions paid to raise convertible debentures                    (75,000)                -              (75,000)               -             (116,673)
  Proceeds from convertible debentures                                       -                -                     -               -             3,654,173
  Payments on notes payable                                                  -                -                     -               -             (194,048)
                                                                  -------------    -------------        --------------     -----------         -------------

  Net cash provided by financing activities                          7,178,220           50,000             7,178,220         125,000            14,370,904
                                                                  -------------    -------------        --------------     -----------         -------------
Change in accumulated other comprehensive income                       (3,095)            5,265                   754           9,190                15,124
                                                                  -------------    -------------        --------------     -----------         -------------
  Net increase (decrease) in cash                                    6,045,606           12,216             4,780,580          50,939             6,816,018
Cash, beginning of period                                              770,412           76,009             2,035,438          37,286                     -
                                                                  -------------    -------------        --------------     -----------         -------------
Cash, end of period                                           $      6,816,018  $        88,225     $       6,816,018   $      88,225      $      6,816,018
                                                                  =============    =============        ==============     ===========         =============
                              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

June 30, 2006

(Unaudited)

Note 1  Organization and Summary of Significant Accounting Policies

Organization

The consolidated financial statements consist of Healthbridge, Inc. (Healthbridge) and its wholly owned subsidiary, 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. The Companys operations consisted primarily of (1) developing a marketing strategy, (2) pursuing and assembling a management team, and (3) obtaining sufficient working capital through loans from shareholders and debt and equity financing. During the fourth quarter of 2005, the Company decided to discontinue all operations connected to the Valides® Modular Infectious Waste Disposal System and the Medides System due to the unsatisfactory level of revenue generated to date.

On November 21, 2005, the Company executed a letter of intent to acquire Providence Exploration, LLC (Providence), as a wholly owned subsidiary in a stock for ownership exchange. On April 10, 2006 the Company executed a Securities Exchange Agreement, whereby the Company intends to issue 4,286,330 shares of common stock in exchange for 100% of the issued and outstanding membership units of Providence and a Note Exchange Agreement, whereby the Company intends to issue 12,213,670 shares of common stock to the holders of certain outstanding promissory notes issued by Providence in exchange for the promissory notes, subject to shareholder approval. The closing is further conditioned upon the Companys commitment to loan Providence up to $5,000,000, and the concurrent closing of the Securities Exchange Agreement and the Note Exchange Agreement.

Providence is in involved in exploration activities for the recovery of oil and gas from the Marble Falls and Barnett Shale formations in the Fort Worth basin and from the Ellenburger carbonate, Strawn carbonate and Pennsylvanian-Wolfcamp sandstone reservoirs in Val Verde County. The Fort Worth basin prospects include approximately 7,374 acres of oil and gas leases and the Val Verde County prospects include approximately 12,832 acres of oil and gas leases. Providence has a 90% working interest and its joint venture operating partner, Harding Company, has a 10% working interest in the Fort Worth basin projects. On the Val Verde County leases Providence has an 82.5% working interest and Harding has a 5% working interest. Providence also owns and operates one drilling rig and two well service rigs based in Young County, Texas.

As of June 30, 2006, the Company was in the process of completing a private placement of up to $10,000,000 in equity to fund the exploration and development of Providences leased properties. The Company is considered a development stage company as defined in SFAS No. 7.

Principles of Consolidation

The consolidated financial statements include the accounts of Healthbridge, Inc. and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 1  Organization and Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred. Costs of major renewals or betterments are capitalized over the remaining useful lives of the related assets. Depreciation is computed by using the straight-line method. Equipment is depreciated over the assets estimated useful life which is determined to be five years. The cost of property disposed of and related accumulated depreciation is removed from the accounts at the time of disposal, and gain or loss is reflected in operations.

Intangible Assets

Costs associated with the acquisition of patents have been capitalized and are being amortized over their useful life of 10 years. These costs will also be reviewed quarterly by management for impairment and valuation. Such impairment will be reviewed from available information at the time such as projected cash flow analysis, sales orders and other information available to help management determine future realization of this asset. Management will write this intangible down to its net realizable value at the time of impairment appears to exist.

Long-Lived Assets

The Company evaluates its long-lived assets in accordance with SFAS No. 144, Accounting for the Impairment of Long-Lived Assets. Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made.

Income Taxes

Deferred income taxes are provided in amounts sufficient to give effect to temporary differences between financial and tax reporting, principally related to deferred start-up cost. For income tax purposes start-up costs are deferred until the Company begins generating revenue, at which time the costs begin being amortized.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 1  Organization and Summary of Significant Accounting Policies (continued)

Earnings Per Share

The numerator for the earnings per share calculation is the net loss for the period. The denominator is the weighted average number of shares outstanding during the period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise or conversion of warrants, options and convertible securities, if any, using the treasury stock method. Common stock equivalents are not included in the diluted earnings per share calculation when their effect is antidilutive.

`Earnings Per Share computation for Continuing operations:
                                                                                 Six months ended June 30,
                                                                                  2006                 2005

              Numerator - (loss from continuing operations)              $      (1,705,558)            (132,462)
              Denominator - weighted average
                      number of shares outstanding                              16,985,900             7,400,900

              Loss per share                                             $           (0.10)    $           (0.02)

Earnings Per Share computation from Discontinued Operations:
                                                                                 Six months ended June 30,
                                                                                  2006                 2005

              Numerator - (loss from discontinued operations)            $             Nil             (259,659)
              Denominator - weighted average
                      number of shares outstanding                              16,985,900             7,400,900

              Loss per share-discontinued operations                     $          (0.00)     $           (0.03)

Earnings Per Share computation for Net Income:
                                                                                 Six months ended June 30,
                                                                                  2006                 2005

              Numerator - (Net Loss )                                    $     (1,704,804)              (382,931)
              Denominator - weighted average
                      number of shares outstanding                              16,985,900             7,400,900

              Loss per share                                             $           (0.10)    $           (0.05)`

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 1  Organization and Summary of Significant Accounting Policies (continued)

Translation of Foreign Currencies

Assets and liabilities of the Companys foreign subsidiary are translated into U.S. dollars at the applicable exchange rates at year-end. Net gains or losses resulting from the translation of the Companys assets and liabilities are reflected as a separate component of stockholders equity. A negative translation impact on stockholders equity reflects a current relative U.S. dollar value higher than at the point in time that assets were actually acquired in a foreign currency. A positive translation impact would result from a U.S. Dollar weaker in value than at the point in time foreign assets were acquired. Income and expense items are translated at the weighted average rate of exchange (based on when transactions actually occurred) during the year.

Stock-Based Compensation

At June 30, 2006, the Company has stock-based employee compensation plans, which are described in greater detail in Note 11. The Company accounts for those plans under the recognition and measurement principles of APB Opinion 25, Accounting for Stock Issued to Employees, and related Interpretations, and has adopted the disclosure provisions of SFAS 123 (R), Share Based Payment. Had compensation cost for the Companys stock option plan been determined based on the fair value at the grant date for awards consistent with the provisions of SFAS 123 (R), the Companys net loss and loss per share would have been reduced to the pro forma amounts indicated below:

`Six months ended June 30,
                                                                            2006              2005

Net loss as reported                                                   $ (1,704,804)    $ (382,931)

Deduct:
         Total stock-based employee compensation expense
         determined under fair value based method for all
         awards, net of related tax effects                                        -               -

Net loss pro forma                                                     $ (1,704,804)    $ (382,931)

Loss per share - basic and diluted:
         As reported                                                   $           (.10)         $         (.05)
         Pro forma                                                     $           (.10)         $         (.05)`

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. At June 30, 2006, the Company had $6,801,018 in bank deposit accounts. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 1  Organization and Summary of Significant Accounting Policies (continued)

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain amounts in the 2005 financial statements may have been reclassified to conform to the 2006 presentation.

Note 2  Going Concern

As of June 30, 2006, the Companys revenue generating activities have 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.

Note 3  Promissory Note Receivable

As of June 30, 2006, the Company has advanced $5,244,076 to Providence Exploration LLP in exchange for a secured revolving promissory note. The note is secured by the assets of Providence Exploration including all of the debtors rights, titles and interests in certain leases of oil, gas and mineral interests located in the Comanche and Hamilton counties of Texas. The face value of the note increases to match the amounts advanced by the Company. The note bears interest at 7.0% per annum and is to be paid in full by December 1, 2006. As of June 30, 2006, the accrued interest was $159,878.

Note 4  Patents

In 2002, patents were obtained pursuant to an agreement whereby the Company executed an Intellectual Property Assignment and Sale Agreement (Agreement) with B.I.M.E. GmBH, a German corporation, and Hermann Esser and Eduard Kneifel, both German residents (Sellers), to acquire certain infectious medical waste sterilization and disposal technologies developed in Germany. The Agreement transfers to the Company the exclusive ownership of both the Valides® Modular Infectious Medical Waste Disposal System and the Medides System together with all the intellectual property, including the patents, patents pending, proprietary software and licenses required to manufacture, operate and market these technologies worldwide.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 4  Patents (continued)

As of December 31, 2004, the gross carrying value of the patents was $404,446 and accumulated amortization was $121,334. In the first six months of 2005, the company recognized a further $20,222 of amortization on the patents. 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 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.

Total consideration for the transaction was $404,446, representing $179,446 in cash consideration through notes payable and $225,000 in non-cash consideration through the issuance of 750,000 shares restricted common stock valued at the fair market value on the date of issuance. As of December 31, 2004, the Company had paid cash to the Sellers totaling $150,398 and had issued 750,000 shares of restricted common stock. In 2005, the Company paid the outstanding balance of the note payable in cash. As of December 31, 2005, the Company had no further obligations with regards to the patents.

`Note 5-- Property and Equipment
Property and equipment consist of the following at June 30, 2006:
         Equipment                                            $        3,740
         Less accumulated depreciation                                 (3,740)
                     Net Value                                $              -`

Depreciation expense for the six months ended June 30, 2006 and 2005 was $1,019 and $20,545 respectively.

Note 6  Convertible Debentures

Two convertible debentures were issued during 2002 (May 3, 2002-$75,000 and May 6, 2002-$250,000), bearing interest at 7.5% per annum, which mature in three years. The convertible debentures become immediately due and payable upon certain events of default unless waived by the lender. Interest on the principal amount was due annually on the anniversary date of the issue date. The conversion feature allowed the holder at any time to convert any unpaid amount of principal or interest at $5.00 per share for a period of three years from the date of issuance. In the event that the trading average price of the shares during 30 consecutive trading days is above 200% of the conversion price, conversion is enforced by the Company. Pursuant to the terms of the convertible debenture, the Company agrees to file a Registration Statement within 60 days of conversion with the U.S. Securities and Exchange Commission. The convertible debentures are secured by
substantially all of the Companys assets consisting of all tangible and intangible property, but not limited to procedures, instruments, devices, equipment, research, designs, registrations, licenses, trademarks, software, patents, patents pending, know-how expertise, all additions and replacements to such property and any other documentation related to the Valides® and Medides systems for sterilizing and disinfecting infectious waste.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 6  Convertible Debentures (continued)

On January 14, 2004, the conversion price of the two debentures was adjusted to $0.10 per share.

The terms for these two convertible debentures were extended to May 3, 2008 and May 6, 2010, respectively pursuant to the terms of extension agreements dated March 31, 2005. The extension agreements require certain additional conditions related to the Companys obligations as follows:

`1.       The interest payable on the convertible debentures, as of May 4, 2005, accrues at a rate of ten percent (10%) per
         annum payable on a quarterly basis with the initial quarterly interest payments due on September 30, 2005 and at the end of
         each quarter thereafter until repayment or conversion.
         2.       The right to convert the whole part or any part of the principal amounts and accrued interest into shares of the
         Company extends until May 3, 2008 and May 6, 2010 respectively.
         3.       Upon conversion or repayment of the principal amounts and accrued interest, the holders of the convertible
         debentures are entitled to a ten percent (10%) bonus on the amount due as of such date.  The market value of this bonus on
         the date of the extension was recorded as financing expense of $32,500.`

On October 3, 2005 the Company reached an agreement with the beneficiaries of these two outstanding debentures for payment of interest accrued to September 30, 2005. The Company issued 136,298 shares of common stock to Global Convertible Megatrend Ltd. for $13,629 owed, and 56,250 shares of common stock to Max Fugman for $5,625 owed.

On April 11, 2006, the principal amount of the $75,000 debenture to Max Fugman and $3,863 of accrued interest were converted into shares of common stock at $0.10 per share. After applying the 10% bonus, the Company issued 867,493 shares of common stock to extinguish $86,749 of debt consisting of $75,000 of principal repayment and $11,749 in accrued interest. The Company recorded interest expense of $954,243 to reflect the value of the shares issued upon conversion in excess of the book amount.

On June 15, 2006, the interest accrued on the $250,000 debenture to Global Convertible Megatrend Ltd. was converted into shares of common stock at $0.10 per share. The Company issued 167,810 shares for $16,781 of interest owed. The Company recorded interest expense of $192,982 to reflect the value of the shares issued upon conversion in excess of the book amount.

On November 28, 2005, the company issued seven convertible debenture certificates for the total principal sum of $3,320,000 due in full with accrued and unpaid interest on November 30, 2010. The interest at a rate of 7.0% per annum is payable on a semi-annual basis with the initial payment due on June 1, 2006. The holders of the debentures has the right to convert all or part of the principal and accrued interest into common shares of the Company at $0.35 per share at any time prior to maturity.

For the six months ended June 30, 2006, the Company recorded $1,277,226 as interest and financing expense relating to convertible debentures. Accrued interest as at June 30, 2006 for all outstanding debentures totaled $163,174.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 6  Convertible Debentures (continued)

The total value of the principal of the eight convertible debentures outstanding as of June 30, 2006 was $3,570,000. Repayment of this principle is due according to the following schedule:

`Year                      Principal Repayment
                  2006                                  -
                  2007                                  -
                  2008                                  -
                  2009                                  -
                  2010                        $ 3,570,000`

Note 7  Income Taxes

The difference between income taxes at statutory rates and the amount presented in the financial statements is a result of the following:

Six Months Ended June 30,

Cumulative

`2006             2005              Amounts
Income tax benefit at statutory rate               $  (318,000)       $   (106,000)     $ (2,422,000)
Change in valuation allowance                          318,000             106,000         2,422,000
                                                   $       -          $          -      $          -

Deferred tax assets are as follows at June 30, 2006:

NOL Carry-forward                                                                            $     2,422,000
Valuation allowance                                                                              (2,422,000)
                                                                                             $             -`

The Company has incurred Net Operating Losses of approximately $10,860,000. These losses will be carried forward to offset future taxable income and expire beginning in 2014. However, realization of the future tax benefit of these carry-forwards is contingent on the Companys ability to generate positive net operations. A valuation allowance has been recorded for the full amount of the deferred tax asset because it is more likely than not that the deferred tax asset will not be realized.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 8  Related Party Transactions

The Company has entered into an agreement with Markus Mueller, a director of the Company for consulting services. The agreement has an automatic renewal provision unless terminated by either party. During the six months ended June 30, 2006 and 2005, the Company recognized consulting expense of $28,500 and $21,000 respectively.

The Company has entered into an agreement with Nora Coccaro, the Companys chief executive officer, for consulting services. The agreement has an automatic renewal provision unless terminated by either party. During the six months ended June 30, 2006 and 2005, the Company recognized consulting expense of approximately $388,500 and $20,981 respectively. Of the current year charge, $360,000 relates to the deemed value of 300,000 shares of common stock issued to the chief executive officer on April 26, 2006.

Note 9  Supplemental Cash Flow Information

During the first six months of 2006, the Company issued 1,335,303 shares of common stock valued at $1,610,755 for debt. During the year ended December 31, 2005, the Company issued 1,250,000 shares of common stock at $0.10 per share for a total of $125,000. The Company also issued 6,270,000 shares of common stock at $0.30 per share for a total of $1,881,000.

In connection with the offering of 6,270,000 shares common stock and $3,320,000 of convertible debentures during the 2005 year, a sales commission totaling 5% was authorized for payment to two individuals, comprising of 3% in cash and 2% in warrants to purchase 348,000 shares of Company common stock at $0.30 per share. The warrants granted have a fair market value totaling $191,400.

During the year ended December 31, 2005, the Company issued 2,334,841 shares of common stock for accounts payable of $201,212, and accrued interest of $32,038. An amount of $116,742 was recorded as a financing cost due to the premium of the prevailing market price at the time of issuance over the stated price in the share for debt swap.

Note 10  Preferred Stock

The Companys preferred stock may have such rights, preferences and designations and may be issued in such series as determined by the Board of Directors. No shares were issued and outstanding at June 30, 2006.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 11  Warrants

During 2005, in connection with the offering of 6,270,000 shares common stock and $3,320,000 of convertible debentures during the year, a sales commission was partially paid in warrants. The warrants are exercisable in whole or in part allowing the holders to purchase 348,000 shares at an exercise price of $0.30 before the expiry date of December 1, 2010. On the date granted, the fair market value of these warrants, totaling $191,400, consisted of $68,970 for warrants issued in connection with the common stock offering, and $122,430 for warrants issued in connection with the debenture offering. The value of the warrants issued in connection with the debenture offering was recorded as a financing expense.

At June 30, 2006, the Company had 348,000 warrants outstanding.

Note 12  Stock Based Compensation

The Company has adopted the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 123 (R), Share Based Payment as described in Note 1. No stock options were granted in 2006 and 2005. No stock options were outstanding at June 30, 2006.

Note 13  Reverse Common Stock Split

Effective August 25, 2003, the Company approved a 1-for-20 reverse common stock split. All common share amounts, common stock option amounts and per share information have been retroactively adjusted to reflect this common stock split in the accompanying financial statements.

Note 14  Fair Value of Financial Instruments

The Companys financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The carrying amount of these items approximates fair value because of their short-term nature and the notes payable bear interest at the market interest rate.

Note 15  Discontinued Operations

Effective December 31, 2000, the Company closed its offices in Dallas, Texas, and discontinued its operations relating to the marketing and distributing of its Redloc II waste disposal system because of its inability to generate revenues due to lack of successfully obtaining contracts for its product. The Company wrote off inventory in the amount of $40,395 in accordance with SFAS No. 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. During the fourth quarter of 2002, the Company wrote off approximately $103,000 in assumed liabilities and included in gain (loss) on discontinued operations for 2002 is a gain of $102,692, and included in cumulative amounts from inception to December 31, 2002, is a net loss of $2,893,157. There was no tax effect on this transaction due to the Companys loss position.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 15  Discontinued Operations (continued)

Effective December 31, 2005, the Company discontinued all operations connected to the Valides® Modular Infectious Waste Disposal System and the Medides System due to the unsatisfactory level of revenue generated to date. In 2005, $299,248 was recorded as the loss on discontinued operations. Included in cumulative amounts from inception to December 31, 2005 is a net loss of $514,122. There was no tax effect on this transaction due to the Companys loss position.

There was no impact of discontinued operations for the six months ended June 30, 2006.

Note 16  Recent Accounting Pronouncements

In December 2004, FASB issued a revision to SFAS 123 (R) Share-Based Payment. This Statement is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. This Statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This Statement does not change the accounting guidance for share-based payment transactions with parties
other than employees provided in Statement 123 as originally issued and EITF Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. This Statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers Accounting for Employee Stock Ownership Plans. The Company does not believe adoption of this revision will have a material impact on the Companys consolidated financial statements.

In June 2005, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements (SFAS 154). The Statement applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. SFAS 154 requires retrospective application to prior periods financial statements of a voluntary change in accounting principle unless it is impracticable. SFAS 154 requires that a change in method of depreciation, amortization, or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate that is affected by a change in accounting principle. Opinion 20 previously required that such a
change be reported as a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not believe this pronouncement will have a material impact in our financial results.

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HEALTHBRIDGE, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

(Unaudited)

Note 17  Subsequent Events

On July 21, 2006, the Company concluded a private placement of common equity which consisted of the sale of $6.00 units comprised of 10 shares of common stock and 5 share purchase warrants, authorizing the issuance of 13,556,590 restricted shares of common stock and the delivery of 6,778,295 share purchase warrants, exercisable at $1.00 for a period of 3 years from the date of grant, for cash consideration of $8,112,954.

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This Managements Plan of Operation and Results of Operations and other parts of this report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as anticipates, expects, believes, plans, predicts, and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the subsections entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. All information presented herein is based on our period
ended June 30, 2006. Our fiscal year end is December 31.

General

On November 18, 2005, the Company entered into a letter of intent with Providence Exploration, LLC, (Providence) which considered a stock exchange for the Companys acquisition of Providence subject to the parties satisfaction of certain conditions precedent to the acquisition, namely, the Companys obligation to loan Providence up to $5,000,000 to fund its oil and gas exploration and development activities and lease purchases, and the execution of a definitive agreement. A secured promissory note was executed on December 1, 2005, to secure the Companys financing obligation. Definitive agreements to acquire Providence, a Securities Exchange Agreement and a Note Exchange Agreement, were executed on April 10, 2006.

Under the terms and conditions of the Securities Exchange Agreement the unit holders of Providence are to exchange 1,250,000 units or 100% of the membership interest in Providence for 4,286,330 shares of the Company, which shares are to be distributed to Providences unit holders on a pro rata basis on the closing date. Pursuant to the Note Exchange Agreement, the holders of certain promissory notes issued by Providence will exchange such notes for 12,213,670 shares of the Company, which shares will be distributed to the promissory note holders on the closing date.

The Company is determined to enter into the exploration, development and production of oil and gas resources with the acquisition of Providence. The closing of the agreements is subject to stockholder approval. Should the Companys stockholders reject our intended acquisition of Providence, our plan of operation will be to seek alternative business combinations or acquisitions to create value for our stockholders.

Short Term Plan

The Companys short term plan is, subject to shareholder approval, to complete the acquisition of Providence. Management anticipates holding a special shareholders meeting and prospective closing on or before September 29, 2006.

Long Term Plan

The Companys long term plan is to operate within the oil and gas industry upon completion of the acquisition of Providence.

Providence was organized in Texas as a limited liability company on July 12, 2005 and is an exploration stage company. Currently, Providence has no proved oil or gas reserves as its properties are in the very early stages of development.

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Providence is engaged in three lines of business: (1) oil and gas exploration, (2) acquiring, refurbishing and selling drilling and service rigs, and (3) providing drilling services. The oil and gas exploration activities are conducted for Providence in Comanche and Hamilton Counties, Texas, and in Val Verde County, Texas by Harding Company. The drilling rig acquisition and sales business and the drilling services business are conducted through Providences wholly owned subsidiary PDX Drilling I, LLC (PDX) in Young County, Texas. Providence Resources, LLC, is a wholly owned subsidiary of Providence without operations.

Comanche and Hamilton Counties

Structure of Transaction.

On October 1, 2005, Providence executed a Joint Exploration Agreement with Harding Company to purchase interests in approximately 6,272 acres of oil and gas leases located in Comanche and Hamilton Counties, Texas, in exchange for $3,136,273. Providence acquired a 90% working interest while Harding Company retained a 10% working interest in the leases. Providence has the right to earn a 68.4% net revenue interest by fulfilling its financial commitments. Pursuant to the Joint Exploration Agreement, Harding Company will conduct seismic research on the lands covered by the project, make recommendations on drill site locations, and drill and operate wells located within the project. Providence will be responsible for one hundred percent (100%) of the costs associated with conducting the seismic program, drilling, and completing the wells on the project. Harding Company will share ten percent (10%) of the expenses relating to the shipment of gas produced
from project wells. Through this arrangement, Providence intends to develop and produce oil and gas from the Marble Falls and Barnett Shale formations in prospect specific areas of the Fort Worth basin.

Harding Company.

Harding Company (www.hardingcompany.com) is a 52 year old, Dallas-based oil and gas exploration, development and operating company. While it has conducted operations throughout Texas and the region, it is currently primarily engaged in conducting operations in the Barnett Shale. Harding Company has extensive experience in implementing three dimensional seismic and horizontal drilling techniques.

Development Activities to Date.

Since executing the Joint Exploration Agreement, Providence and Harding Company have completed the acquisition of leases covering the project and seismic operations. Based on the results of the seismic operations, Providence acquired an additional 1,102.53 acres and identified the first three drill sites. Leases covering the additional lands were purchased for $330,751.50 in early July and bring the total acreage covered by the project to 7,374 acres. Harding commenced drilling in June and will now focus on post drilling fracing  the fracturing of geologic formations which opens up pathways for oil or gas to flow to the well. A full evaluation of the initial prospects is expected in September.

Timetable for Activities.

`--------------------- ----------- ---------- ------------ ----------- ------------ -----------
       2006                     July      August     September    October     November     December
       --------------------- ----------- ---------- ------------ ----------- ------------ -----------
         # Of Wells              3                                   2            1
       --------------------- ----------- ---------- ------------ ----------- ------------ -----------
       --------------------- ----------- ---------- ------------ ----------- ------------ -----------
         Land                  $330,757
         Drill and Complete  $3,535,920                          $1,660,920   $1,875,000
       TOTALS                $3,866,677                          $1,660,920   $1,875,000
       --------------------- ----------- ---------- ------------ ----------- ------------ -----------`

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`--------------------- ---------- ----------- ------------ ----------- ------------ ----------- --------------
       2007                   January    February      March       April         May         June      Grand Total
       --------------------- ---------- ----------- ------------ ----------- ------------ ----------- --------------
         # Of Wells                                                                                         6
       --------------------- ---------- ----------- ------------ ----------- ------------ ----------- --------------
       --------------------- ---------- ----------- ------------ ----------- ------------ ----------- --------------
         Land                                                                                              $330,757
         Drill and Complete                                                                              $7,071,840
       TOTALS                                                                                            $7,402,597
       --------------------- ---------- ----------- ------------ ----------- ------------ ----------- --------------`

Val Verde County

Structure of the Transaction.

On March 30, 2006, Providence closed an Agreement for Purchase and Sale with Global Mineral Solutions, L.P., to purchase approximately 12,832 acres of oil and gas leases located in Val Verde County, Texas, in exchange for $3,849,600, of which $1,924,800 was paid in cash and $1,924,500 by a promissory note convertible into 3,500,000 shares of our common stock within 30 days of the Companys acquisition of Providence. Global Mineral Solutions, L.P. retained a thirteen percent (13%) carried interest in the project that will convert to a thirteen percent (13%) working interest after the completion of the first eight wells in the project.

Description of Val Verde Target.

The Val Verde leases include multiple deep drilling targets for natural gas exploration, development and production within the Ellenberger carbonate, Strawn carbonate and Pennsylvanian-Wolfcamp sandstone reservoirs.

Harding Company Participation.

Pursuant to a Letter of Intent dated February 21, 2006, and a subsequent Letter Agreement relating thereto dated March 30, 2006, Harding Company agreed to operate and fund five percent (5%) of the proposed three dimensional seismic program that will be conducted over the project. During the program, Harding Company will be paid $25,000 per month and one hundred percent (100%) of the costs associated with obtaining third party consulting relating to the interpretation of the seismic program. In addition, Harding Company agreed to act as operator for the project, has acquired a five percent (5%) working interest in the leases for $192,480 and obtained an option to acquire an additional five percent (5%) working interest in the leases on or before March 31, 2007 by paying Providence an amount equal to eleven and one half percent (11.5%) of the costs associated with the operations of drilling the first eight (8) wells on the project.

Development Activities to Date.

Harding Company and a seismic consultant with extensive experience in the project area have scoped and prepared instructions for seismic activities  the location of oil through the use of sound waves projected into the earth. Providence has begun receiving bids for conducting seismic operations on the project.

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`Timetable for Activities.

         ------------------- ----------- ------------ ------------ ----------- ----------- -------------
         2006                   July       August      September    October     November     December
         ------------------- ----------- ------------ ------------ ----------- ----------- -------------
           # of wells
         ------------------- ----------- ------------ ------------ ----------- ----------- -------------
         ------------------- ----------- ------------ ------------ ----------- ----------- -------------
           3D  Seismic
           Wells
           Overhead             $25,000      $25,000      $25,000     $25,000     $25,000       $25,000
         ------------------- ----------- ------------ ------------ ----------- ----------- -------------
         TOTALS                 $25,000      $25,000      $25,000     $25,000     $25,000       $25,000
         ------------------- ----------- ------------ ------------ ----------- ----------- -------------

         ------------------ ------------ ------------ ------------ ----------- ----------- ------------ -------------
         2007                 January     February       March       April        May         June       Grand Total
         ------------------ ------------ ------------ ------------ ----------- ----------- ------------ -------------
           # of wells                                                                          1/2           1/2
         ------------------ ------------ ------------ ------------ ----------- ----------- ------------ -------------
         ------------------ ------------ ------------ ------------ ----------- ----------- ------------ -------------
           3D  Seismic       $1,950,000   $1,950,000      $50,000     $50,000                             $4,000,000
           Wells                                                                            $2,250,000    $2,250,000
           Overhead             $25,000      $25,000      $25,000     $25,000     $25,000      $25,000      $300,000
         ------------------ ------------ ------------ ------------ ----------- ----------- ------------ -------------
         TOTALS              $1,975,000   $1,975,000      $75,000     $75,000     $25,000   $2,275,000    $6,550,000
         ------------------ ------------ ------------ ------------ ----------- ----------- ------------ -------------`

Acquisition and Disposition of Drilling and Service Rigs

PDX is involved in the acquisition, refurbishment and sale of drilling and service rigs, in addition to providing drilling services. Drilling rigs are used to drill an oil and gas well while service rigs are used to rework and maintain existing oil and gas wells. Since inception, PDX has acquired one drilling rig, two service rigs with the basic components to build two additional drilling rigs and sold one service rig and one drilling rig. PDX believes that increased drilling activity in the Barnett Shale region has and will continue to expand the demand for drilling and service rigs in that area. Therefore, PDX intends to continue to purchase used rigs for refurbishment and sale or for providing drilling services on a contract basis.

Provision of Drilling Services

During the last half of 2005 and the first calendar quarter of 2006, PDX provided drilling services to operators in the Graham, Texas, area. During such period, PDX drilled four wells and serviced a number of existing wells with the service rigs. PDXs management has determined that labor costs caused by a shortage of qualified personnel, equipment maintenance costs and general overhead were in excess of that anticipated which has lead to losses from such operations. Therefore, PDX has determined to limit its drilling operations except for such testing operations that were ancillary to its more attractive refurbishment and resale activities.

Selection of a Business

Should the Companys shareholders reject our intended acquisition of Providence, our plan of operation will be to seek alternative business combinations or acquisitions to create value for our shareholders. Management has adopted a conservative policy of seeking opportunities that it considers to be of exceptional quality. Therefore, we may have to wait some time before consummating a suitable transaction. Management recognizes that the higher the standards it imposes upon us, the greater may be its competitive disadvantage when vying with other acquiring interests or entities.

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Results of Operations

During the six month period ended June 30, 2006, we were involved in finalizing those agreements pertaining to the intended acquisition of Providence and raising additional capital by way of common stock offerings to fund the exploration, development and eventual production from those properties Providence has under lease.

We expect to recognize revenues within the next twelve months of operation, subject to the closing of the acquisition of Providence and the successful realization of oil and gas production from exploration and development activities. However, we can provide no assurance that oil and gas exploration and development activities will ever produce revenue.

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 ever be able to generate sufficient cash flows to sustain operations. 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.

The Company believes that any expectation of achieving profitably in the near term will require the closing of the acquisition of Providence and a significant increase in debt or equity to pursue the development of oil and gas resources. However, the Company can offer no assurance that the acquisition of Providence will be completed or that significant debt or equity funding will be available to the Company over the next twelve months. Should the Company fail to develop its operations over the next twelve months, ordinary expenses may compromise the Companys ability to fulfill its anticipated plan of operation.

Losses

Net losses for the three month period ended June 30, 2006, increased to $1,616,667 from $325,661 for the three month period ended June 30, 2005. Net losses for the six month period ended June 30, 2006, increased to $1,704,804 from $382,931 for the six month period ended June 30, 2005. The increase in net losses over the comparative three and six month periods can be primarily attributed to an increase in general and administrative expenses and an increase in interest expense. We did not generate any revenues during this period.

We may continue to operate at a loss through fiscal 2006 due to the nature of the Companys prospective oil and gas exploration and development operations and cannot determine whether we will ever generate revenues from operations. We do however expect to generate future revenues in the event that Providence is successful in oil and gas exploration activities.

Expenses

General and administrative expenses for the three month period ended June 30, 2006, increased to $520,766 from $63,772 for the three month period ended June 30, 2005. General and administrative expenses for the six month period ended June 30, 2006, increased to $619,572 from $117,023 for the six month period ended June 30, 2005. The increase in general and administrative expenses over the comparative three and six month periods can be attributed to increases in legal, consulting and accounting costs related to Providence acquisition and our common stock offering. The Company expects that general and administrative expenses will increase as the Company expands its operations following the acquisition of Providence.

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Interest expenses for the for the three month period ended June 30, 2006, increased to $1,212,034 from $7,907 for the three month period ended June 30, 2005. Interest expenses for the for the six month period ended June 30, 2006, increased to $1,277,367 from $15,956 for the six month period ended June 30, 2005. The increase in interest expense over the comparative three and six month periods can be attributed to the financing related to eight outstanding convertible debentures with a principal value equal to $3,570,000 as of June 30, 2006.

Depreciation expenses for the three months ended June 30, 2006 and 2005 were $0 and $10,302 respectively. Depreciation expenses for the six months ended June 30, 2006 and 2005 were $1,019 and $20,545 respectively.

Capital Expenditures

The Company spent no amounts on capital expenditures for the period from February 17, 1993 (inception) to June 30, 2006.

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.

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

The Company had current and total assets of $12,244,973 as of June 30, 2006. These assets consisted of cash on hand of $6,801,018, prepaid expenses of $40,000, and promissory notes receivable from Providence totaling $5,403,954. Net stockholders equity in the Company was $8,447,459 at June 30, 2006.

The Company and Providence executed a Secured Revolving Replacement Promissory Note (Note) to loan up to $5,000,000 to Providence to fund the purchase of its lease interests, initial exploration and development along with working capital. The Note is secured by the assets of Providence including all of Providences right and title to leases of oil, gas and mineral interests. The Note bears interest at 7% per annum and is to be paid in full by December 1, 2006. As of June 30, 2006, the Note had accrued interest of $159,878. The Company had loaned the full amount to Providence as of June 30, 2006.

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On April 20, 2006, the Company commenced an equity financing of up to $10,000,000. The offering consisted of $6.00 units; each unit is comprised of 10 common shares and 5 common share purchase warrants. The warrants are exercisable at $1.00 for a period of 3 years from the date of grant. We offered the shares pursuant to an exemption from registration provided by Regulation D, Rule 506, for shares sold in the United States to accredited investors, and an exemption from registration provided by Regulation S for shares sold abroad. The Company agreed to pay brokers a commission on proceeds from the offering of 61⁄2% in cash and 5% in purchase warrant coverage at a purchase price of $0.72. The Company proposes to use the proceeds from the offering in the following estimated amounts: $6,450,000 for oil and gas exploration and development costs, $850,000 for general working capital, $425,000 for finders fees, $350,000 for salaries and consulting
fees, and $30,000 for legal and transfer agent fees. Actual expenditures of the proceeds of the offering may differ substantially from the estimated use of proceeds. The Company closed the financing on July 21, 2006, having raised $8,112,954.

The Company had a working capital surplus of $12,017,459 as of June 30, 2006, and has funded its cash needs from inception through revenues and a series of debt and equity transactions, including several private placements.

The Companys believes its current assets are sufficient to conduct its minimum plan of operation over the next twelve (12) months. No assurances can be given that additional funding, as needed to explore and develop the Providence lease interests will be available to the Company on acceptable terms or available at all. Our inability to obtain funding, as necessary, would have a material adverse affect on our plan of operation.

The Company has no current plans for the purchase or sale of any plant or equipment. The Company has no current plans to make any changes in the number of employees.

Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in sections titled Plan of Operation, with the exception of historical facts, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These forward looking statements include, but are not limited to, statements concerning:

`o        our anticipated financial performance and business plan;
o        the sufficiency of existing capital resources;
o        our ability to raise additional capital to fund cash requirements for future operations;
o        uncertainties related to the Company's future business prospects with Providence;
o        the ability of the Company to generate revenues to fund future operations;
o        the volatility of the stock market and;
o        general economic conditions.`

We wish to caution readers that the Companys operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other that is required by law.

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Risks Related to Our Business

Our future operating results are highly uncertain. Before deciding to invest in us or to maintain or increase your investment, you should carefully consider the risks described below, in addition to the other information contained in this quarterly report. If any of these risks actually occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

We have a history of significant operating losses and such losses may continue in the future.

Since the Companys inception in 1993, our operations have resulted in a continuation of losses and an accumulated deficit of $10,858,659 at June 30, 2006. During the three month period ended June 30, 2006, we recorded a net loss of $1,616,667. We will continue to incur operating losses until such time as we complete a transaction with a suitable business opportunity that produces sufficient revenue to fund operations. Management anticipates that the intended acquisition of Providence will provide such an opportunity upon producing oil and gas revenue. Our expectation of future profitability is dependent upon our ability to develop a revenue producing business, which may or may not eventuate. Therefore, we may never achieve profitability.

The Company may not acquire Providence as a wholly owned subsidiary, leaving us without operations.

On April 10, 2006, the Company executed agreements to acquire Providence as a wholly owned subsidiary. We plan to submit these agreements for a vote of our shareholders before closing the acquisition. Our shareholders may not approve these agreements, leaving us without business operations.

Oil and natural gas drilling and producing operations involve various risks which could result in losses.

Should the Company acquire Providence, there can be no assurance that Providences business will be successful or that we will realize a profit. Drilling activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. There can be no assurance that any new wells drilled by Providence will be productive or that Providence will recover all or any portion of its investment in such wells. Drilling for oil and natural gas may involve unprofitable efforts, not only from dry wells, but also from wells that are productive but do not produce sufficient net reserves to return a profit after deducting drilling, operating and other costs. The seismic data and other technologies Providence uses do not allow it to know conclusively prior to drilling a well that oil or natural gas is present or may be produced economically. The cost of drilling, completing and operating a well is often uncertain, and
cost factors can adversely affect the economics of a project. Further, Providences drilling operations may be curtailed, delayed or canceled as a result of numerous factors, including:

`o        unexpected drilling conditions;
o        title problems;
o        pressure or irregularities in formations;
o        equipment failures or accidents;
o        adverse weather conditions;
o        compliance with environmental and other governmental requirements; and
o        cost of, or shortages or delays in the availability of, drilling rigs, equipment and services.`

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Providences operations are subject to all the risks normally incident to the operation and development of oil and natural gas properties and the drilling of oil and natural gas wells, including encountering well blowouts, cratering and explosions, pipe failure, fires, formations with abnormal pressures, uncontrollable flows of oil, natural gas, brine or well fluids, release of contaminants into the environment and other environmental hazards and risks. The nature of these risks is such that some liabilities including environmental fines and penalties could exceed Providences ability to pay for the damages. Providence could incur significant costs due to these risks that could result in net losses.

The market for our stock is limited and our stock price may be volatile.

The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.

We may incur significant expenses as a result of being quoted on the Over the Counter Bulletin Board, which may negatively impact our financial performance.

We may incur significant legal, accounting and other expenses as a result of being listed on the Over the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, have required changes in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the following risk factor, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, there may be a substantial increase in legal, accounting and certain other expenses in the future, which would negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.

Our internal controls over financial reporting may not be considered effective, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our annual report for the year ending December 31, 2007, we may be required to furnish a report by our management on our internal controls over financial reporting. Such report will contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. The report will also contain a statement that our independent registered public accounting firm has issued an attestation report on managements assessment of internal controls. If we are unable to assert that our internal controls are effective as of December 31, 2007, or if our independent registered public
accounting firm is unable to attest that our managements report is fairly stated or they are unable to express an opinion on our managements evaluation or on the effectiveness of our internal controls, investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

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Critical Accounting Policies

In the notes to the audited consolidated financial statements for the year ended December 31, 2005 included in the Company Form 10-KSB, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States of America.

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

Going Concern

The Companys audit expressed substantial doubt as to the Companys ability to continue as a going concern as a result of reoccurring losses, lack of revenue generating activities and an accumulated deficit of $9,153,101 as of December 31, 2005, which increased to $10,858,659 at June 30, 2006. The continuation of the Companys operations is dependent upon the continuing financial support of creditors and stockholders, obtaining short and long term financing, and achieving profitability. These conditions and dependencies raise substantial doubt about the Companys ability to continue as a going concern.

Managements plan to address the Companys ability to continue as a going concern, include:(i) acquiring the oil and gas exploration, development and prospective production operations of Providence; and (ii) converting outstanding debt to equity. The successful outcome of these activities cannot be determined at this time, and there is no assurance that, if achieved, the Company would then have sufficient funds to execute its intended business plan or generate positive operating results.

The Companys president acts both 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 our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2006. 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 disclosure.

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(b) Changes in Internal Controls

During the period ended June 30, 2006, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II

None.

On June 15, 2006, the Company issued 167,810 common shares valued at $16,781 to Global Convertible Megatrend Ltd., for interest accrued on a $250,000 convertible debenture. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act.

The Company issued these shares 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 consideration for accrued 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.

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

The Company complied with the requirements of Regulation S by having no directed offering efforts in the United States, by issuing stock 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.

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None.

None.

Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 32 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 10th day of August 2006.

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)       | *        | 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(ii)      | *        | 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(iii)     | *        | 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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