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,
         2003.

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


                         Commission file number: 0-28731


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


                Texas                                  06-1538201
                -----                                  ----------
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)



   1818-1177 West Hastings Street, Vancouver, British Columbia, Canada V6E 2K3
   ---------------------------------------------------------------------------
              (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.

                                    Yes X No


The number of outstanding shares of the registrant's common stock, $0.0001 par
value (the only class of voting stock), as of August 13, 2003 was 20,533,346


<PAGE>


                                TABLE OF CONTENTS

PART I

ITEM 1.  FINANCIAL STATEMENTS..............................................   3

Unaudited Consolidated Balance Sheet as of June 30, 2003....................  4

Unaudited Consolidated Statement of Operations for the three and six months
periods ending June 30, 2003 and 2002
.....................................                       .................. 5

Unaudited Consolidated Statement of Operations for the period from inception
to June 30, 2003.  For the six months ended June 30, 2003 and 2002.........   6

Unaudited Consolidated Statement of Cash Flows for the six months ended June 30,
2003 and 2002 and the period since Date of Inception to June 30,
2003............                                                              7

Notes to Unaudited Financial Statements...................................... 8

ITEM 2.  MANAGEMENT'S PLAN OF OPERATION...................................   11

ITEM 3.  CONTROLS AND PROCEDURES...........................................  13


PART II

ITEM 1.  LEGAL PROCEEDINGS.................................................. 13

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..               13

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................  14

SIGNATURES.................................................................  15

INDEX TO EXHIBITS........................................................... 17














                                       2
<PAGE>


PART I

ITEM 1.  FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Healthbridge, Inc., a Texas
corporation its subsidiaries and predecessors, unless otherwise indicated.
Unaudited interim financial statements including a balance sheet for the Company
as of the quarter ended June 30 2003, statement of operations and statement of
cash flows for the interim period up to the date of such balance sheet and the
period since inception are attached hereto as pages 4 through 10 and are
incorporated herein by this reference.


































                                       3
<PAGE>











                               HEALTHBRIDGE, INC.
                          (A Development Stage Company)
                       INTERIM CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
<S><C>

                                                                                          As at               As at
                                                                                        June 30         December 30
ASSETS                                                                                     2003                2002
-------------------------------------------------------------------------- --------------------- --- -----------------
Current
    Cash and cash equivalents                                              $                  -   $           3,494
    Receivable from related party                                                           350                   -
    Prepaid expense                                                                       5,925               5,925
                                                                           ---- ---------------- --- -----------------
                                                                           ---- ---------------- --- -----------------
                                                                                          6,275               9,419

Fixed assets                                                                              2,639               3,013
Intangible assets                                                                       404,446             404,446
                                                                           ---- ---------------- --- -----------------
                                                                           $            413,360   $         416,878
-------------------------------------------------------------------------- ---- ---------------- --- -----------------
-------------------------------------------------------------------------- ---- ---------------- --- -----------------

LIABILITIES
-------------------------------------------------------------------------- ---- ---------------- --- -----------------
Current
    Bank indebtedness                                                      $                  3   $               -
    Notes payable                                                                        29,048              29,048
    Accounts payable and accrued liabilities                                            326,421             355,832
    Accrued expenses - related party (note 7)                                           102,991             101,241
    Loan payable to a director (note 4)                                                  21,500                   -
    Related party advances                                                               99,728              96,229
    Accrued interest                                                                     44,862              22,638
                                                                           ---- ---------------- --- -----------------
                                                                           ---- ---------------- --- -----------------
                                                                                        624,553             604,988

Convertible debenture (note 5)                                                          299,614             299,614
                                                                           ---- ---------------- --- -----------------
                                                                           ---- ---------------- --- -----------------

                                                                                        924,167             904,602
                                                                           ---- ---------------- --- -----------------
                                                                           ---- ---------------- --- -----------------

Going concern (note 3)
Commitments and contingencies (note 8)

SHAREHOLDERS' DEFICIENCY
-------------------------------------------------------------------------- ---- ---------------- --- -----------------
Capital Stock
    Authorized: 50,000,000 common shares with a par value
      of              $ 0.0001
    Issued and outstanding: 20,533,346 (December 31, 2002: 19,741,346)
      common shares.                                                       $              2,054   $           1,975
  Additional paid-in capital                                                          7,195,224           7,128,915
  Accumulated other comprehensive income                                                  4,171               4,869
  Deficit accumulated during the development stage                                   (7,712,256)         (7,623,483)
                                                                           ---- ---------------- --- -----------------
                                                                           ---- ---------------- --- -----------------
                                                                                       (510,807)           (487,724)
                                                                           ---- ---------------- --- -----------------
                                                                           ---- ---------------- --- -----------------
                                                                           $            413,360   $         416,878
-------------------------------------------------------------------------- ---- ---------------- --- -----------------



 - The accompanying notes are an integral part of these financial statements -
                                       4
<PAGE>


                               HEALTHBRIDGE, INC.
                          (A Development Stage Company)
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
        FOR THE THREE AND SIX MONTH PERIODS ENDING JUNE 30, 2003 AND 2002
                                   (Unaudited)

                                              2003                      2002
                                             --------                  --------
                                                     Three                       Six                   Three                Six
                                                    Months                    Months                  Months             Months
                                                     Ended                     Ended                   Ended              Ended
                                                      June 30                   June 30              June 30            June 30
--------------------------------------- ------ ---------------- ------- ---------------- ---- --------------- --- --------------
Revenue
    Income                              $                -      $                  -     $              -      $             -
                                        ------ ---------------- ------- ---------------- ---- --------------- --- --------------
                                        ------ ---------------- ------- ---------------- ---- --------------- --- --------------

General and administrative expenses                 (8,639)                  (66,549)            (324,120)            (964,612)
                                        ------ ---------------- ------- ---------------- ---- --------------- --- --------------
                                        ------ ---------------- ------- ---------------- ---- --------------- --- --------------

Other Income (Expenses)
      Interest expense                             (11,224)                  (22,224)              (4,944)              (5,901)
    Interest income                                      -                         -                    -                   54
                                        ------ ---------------- ------- ---------------- ---- --------------- --- --------------
                                        ------ ---------------- ------- ---------------- ---- --------------- --- --------------
                                                   (11,224)                  (22,224)              (4,944)              (5,847)
                                        ------ ---------------- ------- ---------------- ---- --------------- --- --------------

                                        ------ ---------------- ------- ---------------- ---- --------------- --- --------------
Net Loss For The Period                            (19,863)                  (88,773)            (329,064)            (970,459)
--------------------------------------- ------ ---------------- ------- ---------------- ---- --------------- --- --------------
--------------------------------------- ------ ---------------- ------- ---------------- ---- --------------- --- --------------

Loss per Share
    Weighted average shares
outstanding                                      20,528,670               20,322,215            18,535,192          17,750,131
--------------------------------------- ------ ---------------- ------- ---------------- ---- --------------- --- --------------
--------------------------------------- ------ ---------------- ------- ---------------- ---- --------------- --- --------------
    Basic and diluted                   $              0.00     $               0.00     $           (0.02)    $         (0.05)
--------------------------------------- ------ ---------------- ------- ---------------- ---- --------------- --- --------------


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

                                       5
<PAGE>


                               HEALTHBRIDGE, INC.
                          (A Development Stage Company)
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
 FOR THE PERIOD FROM INCEPTION TO JUNE 30, 2003 AND FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)
                                                                        Inception to  Six Months Ended  Six Months Ended

                                                                            June 30,          June 30,
                                                                                2003              2003     June 30, 2002
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------

Revenues                                                                    $      -          $      -         $       -
                                                                    -----------------------------------------------------
                                                                    -----------------------------------------------------

General and administrative expenses                                      (2,625,619)          (66,549)         (964,612)
                                                                    -----------------------------------------------------
                                                                    -----------------------------------------------------

Other Income (Expenses)
   Interest expense                                                         (91,477)          (22,224)           (5,901)
   Interest income                                                             8,593                 -                54
                                                                    -----------------------------------------------------
                                                                    -----------------------------------------------------
                                                                            (82,884)          (22,224)           (5,847)
                                                                    -----------------------------------------------------
                                                                    -----------------------------------------------------

Loss From Continued Operations                                           (2,708,503)          (88,773)         (970,459)

Loss on discontinued operations                                          (2,893,157)                 -                 -
                                                                    -----------------------------------------------------
                                                                    -----------------------------------------------------

Net Loss Before Cumulative Effect of Accounting Change                   (5,601,660)                 -                 -

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

Net Loss For The Period                                                $ (5,704,160)       $  (88,773)      $  (970,459)
-------------------------------------------------------------------------------------------------------------------------


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

                                       6
<PAGE>


                               HEALTHBRIDGE, INC.
                          (A Development Stage Company)
                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
 FOR THE PERIOD FROM INCEPTION TO JUNE 30, 2003 AND FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

                                                                                For The Six Months Ended June 30
                                                                                --------------------------------
                                                            Cumulative Since         2003               2002
                                    Inception
--------------------------------------------------------------------------------------------------------------------
Operating
    Net Loss                                                 $     (5,704,160) $         (88,773)  $      (970,459)
    Items not involving an outlay of cash:
        Common stock issued for services                             1,140,138              3,888           702,100
        Stock options compensation expense                              33,500             15,000                 -
        Translation adjustment                                           4,171              (698)                 -
        Depreciation and amortization                                   18,993                374                 -
        Write-off of organizational costs                              102,500                  -                 -
        Write-off of intangible assets                               2,100,007                  -                 -
        Write-off of inventory disposed of                              40,395                  -                 -
        Gain on write-off of liabilities                             (102,692)                  -                 -
    Changes in non-cash working capital items:
        Other advances                                                       -                  -             7,866
        Prepaid expenses                                                 (122)                  -                 -
        Accounts payable                                               333,928           (29,411)           141,963
        Accrued expenses                                               151,776              1,750                 -
        Accrued interest                                                69,363             22,224             5,847
                                                           ---------------------------------------------------------
                                                           ----
                                                                   (1,812,203)           (75,646)         (112,683)
                                                           ---------------------------------------------------------
                                                           ----
Investing
    Intangible assets                                                (150,398)                  -         (119,447)
    Fixed assets                                                       (3,740)                  -                 -
                                                           ---------------------------------------------------------
                                                           ---------------------------------------------------------
                                                                     (154,138)                  -         (119,447)
                                                           ---------------------------------------------------------
Financing
    Borrowings under promissory notes payable                          494,005                  -                 -
    Commissions paid to raise convertible debentures                  (32,500)                  -                 -
    Notes payable-convertible debentures                               325,000                  -           325,000
    Common stock issued for cash                                     1,142,500             47,500                 -
    Related party advances                                              99,378              3,149                 -
    Loan payable to a director                                          21,500             21,500                 -
    Advances from others                                                33,994                  -            10,500
    Offering costs                                                   (120,600)                  -          (47,500)
                                                           ---------------------------------------------------------
                                                           ---------------------------------------------------------
                                                                     1,963,277             72,149           288,000
                                                           ---------------------------------------------------------
Net (decrease) increase in cash                                        (3,064)            (3,497)            55,870
Cash and cash equivalents, beginning of period                           3,061              3,494            10,811
                                                           ---------------------------------------------------------
                                                           ----
Cash and cash equivalents, end of period                     $             (3) $              (3)  $         66,681
--------------------------------------------------------------------------------------------------------------------
    Cash paid for interest                                   $          15,000 $                -  $              -
--------------------------------------------------------------------------------------------------------------------
    Supplemental schedule of non-cash transactions
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
    Common stock issued for services                         $       1,140,138 $            3,888  $        702,100
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
    Common stock issued for intangible assets                $         225,000 $                -  $              -
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
    Conversion of debt and accrued interest to equity        $       1,499,618 $                -  $              -
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
    Conversion of accounts payable to equity                 $         245,500 $                -  $              -
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
    Assets acquired for common stock                         $       1,020,465 $                -  $        225,000
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
    Common stock issued as dividends-in-kind                 $       2,008,096 $                -  $              -
--------------------------------------------------------------------------------------------------------------------

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



                               HEALTHBRIDGE, INC.
                          (A Development Stage Company)
             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (Unaudited)

-----------------------------------------------------------------------------------------------------------------------------------

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
by management in accordance with the instructions in Form 10-QSB and, therefore,
do not include all information and footnotes required by generally accepted
accounting principles and should therefore, be read in conjunction with the
Company's Form 10-KSB for the year ended December 31, 2002, file with the
Securities and Exchange Commission. These statements do include all normal
recurring adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operations are not necessarily
indicative of the results to be expected for the full year ended December 31,
2003. Cumulative amounts include amounts since inception of development stage on
February 17, 1993.
-----------------------------------------------------------------------------------------------------------------------------------


2. Additional Footnotes Included By Reference

Except as indicated in the Note above, there have been no other material changes
in the information disclosed in the notes to the financial statements included
in the Company's Form 10-KSB for the year ended December 31, 2002, filed with
the Securities and Exchange Commission. Therefore, those footnotes are included
herein by reference.
-----------------------------------------------------------------------------------------------------------------------------------


3. Going Concern

The Company has incurred cumulative losses since inception and expects to incur
significant operating losses in the future. The Company's ability to eliminate
operating losses is dependent upon a variety of factors, many of which it is
unable to control. These factors include its ability to successfully market and
distribute its medical waste disposal system, its ability to obtain debt and/or
equity financings, and general economic conditions. The Company is currently in
the process of registering patents for its intellectual rights throughout the
world and has done so in the following geographic areas: Germany, Austria,
Luxembourg, Switzerland and Ireland. The Company has also entered into various
consulting agreements for consulting services rendered in connection with the
marketing and distribution of the Company's waste disposal system to medical
administrators and practitioners in hospitals, laboratories and clinics
worldwide.

If the going concern assumptions were not appropriate for these financial
statements, then adjustments would be necessary to the carrying values of assets
and liabilities, the reported expenses and the balance sheet classifications
used.

-----------------------------------------------------------------------------------------------------------------------------------

4. Loan Payable To A Director

This loan was received on June 23, 2003. The loan, in the amount of $21,500 is
interest bearing at 8% per annum and due on demand. Accrued interest as at June
30, 2003 was $ 33.


                                       8
<PAGE>


-----------------------------------------------------------------------------------------------------------------------------------

5. Convertible Debenture

Series A Convertible debentures represent two debentures issued ("issue date")
during 2002 (May 3, 2002-$75,000 and May 6, 2002-$250,000), bearing interest at
7.5% per annum, and maturing in three years, commencing on the issue date. The
convertible debentures become immediately due and payable upon certain events of
default unless waived by the lender. Interest on the principal amount is due
annually on the anniversary date of the issue date. The conversion feature
allows the holder at any time to convert any unpaid amount of principal or
interest at $0.25 per share during for a period of three years from the date of
issuance. In the event that the trading average price of the shares during a 30
consecutive trading day period 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 (R) and
Medides systems for sterilizing and disinfecting infectious waste. Accrued
interest for both debentures at June 30, 2003 was $ 27,231. Convertible
debentures outstanding as of June 30, 2003 were $325,000 less $25,386 in
deferred financing costs remaining to be amortized over the life of the
debentures, for net a note payable at June 30, 2003 of $299,614.
-----------------------------------------------------------------------------------------------------------------------------------


6. Stock Based Compensation

Statement of Financial Accounting Standards No.123 "Accounting for Stock-Based
Compensation" (SFAS 123) gives entities the choice between adopting a fair value
method of continuing to use the intrinsic value method under Accounting
Principles Board (APB) Opinion No. 25 with footnote disclosures of the pro forma
effects if the fair value method had been adopted for options granted to
employees. The Company has opted for the latter approach. The options granted
during the quarter ended March 31, 2003 resulted in the Company recording stock
option compensation expense of $ 15,000.

The fair value of each option granted during the quarter was estimated on the
date of grant using the Black-Scholes option pricing model with the following
assumptions:

Expected dividend yield                                                              -
Expected stock price volatility                                                   107%
Risk-free interest rate                                                             2%
Expected life of options                                                        1 year
                                                                                       -

The weighted average fair value of each option granted during the quarter was
approximately $ 0.03

 The following table summarizes  information about stock options  outstanding at
June 30, 2003



                                                                     Remaining
                              Exercise Contractual
Options outstanding and exercisable                        Price     Life (Years)
----------------------------------------------- --- ------------- -- ----------------- --- --------- --- -------------
----------------------------------------------- --- ------------- -- ----------------- --- --------- --- -------------
      250,000                                                 0.05              0.65
----------------------------------------------- --- ------------- -- ----------------- --- --------- --- -------------
----------------------------------------------- --- ------------- -- ----------------- --- --------- --- -------------
                                       9
<PAGE>


7. Related Party Transactions and Balances

The following represents related party transactions paid or accrued during the
six months ended 30 June:

                                                                                                 Six Months
                                                                        Six Months Ended      Ended 30 June
                                                                            30 June 2003               2002
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Consulting fees to a director of the company                           $          16,050 $           16,050
Consulting fees to a shareholder of the company                        $               - $           30,000
------------------------------------------------------------------------------------------------------------

Accrued expenses - related party represents expenses incurred from a certain
shareholder for consulting fees of $ 60,000 and travel expenses of $ 42,991.
-----------------------------------------------------------------------------------------------------------------------------------


8.  Commitments and Contingencies

Commitments - The Company has entered into certain agreements for consulting
services with the President and Director at $2,675 per month dated March 16,
2000, and with a certain shareholder at $5,000 per month dated May 16, 1999.
Pursuant to the consulting agreements, which have automatic renewal provisions,
the Company is committed to paying $7,675 per month until terminated by the
Company or the consultants. During the six months ended June 30, 2003, the
certain shareholder waived the $ 5,000 per month consulting fee.

Contingencies - On February 20, 2002, a suit was filed by Ray Parsons vs.
Stericycle, Inc. (an Illinois corporation) and Healthbridge, Inc. in the 101st
Judicial District Court for the County of Dallas, Texas, civil cause no.
02-1578-E. The suit seeked recovery of damages for personal injury allegedly
caused to the plaintiff, Ray Parsons, as the result of smoke and vapor
inhalation endured when attempting to put out a fire in a trailer owned by
Stericycle that contained sterilized medical waste processed by the Company. On
June 24 2003, the plaintiff and the Company settled the suit for $ 7,500.
-----------------------------------------------------------------------------------------------------------------------------------













                                       10
<PAGE>







ITEM 2.  MANAGEMENT'S PLAN OF OPERATION

The following discussion should be read in conjunction with the financial
statements and notes thereto included in Item 7 to the Company's most recent
Form 10-KSB. Except for the historical information contained herein, the
discussion in this Quarterly Report on Form 10-QSB contains certain forward
looking statements that involve risk and uncertainties, such as statements of
the Company's plans, objectives, expectations and intentions. The cautionary
statements made in this document should be read as being applicable to all
related forward-looking statements wherever they appear in this document. The
Company's actual results could differ materially from those discussed here. The
Company is a development stage company that is engaged in the marketing and
distribution of infectious medical waste sterilization and disposal
technologies. To date, management has devoted the majority of its efforts to (i)
negotiating and concluding a technology purchase agreement, (ii) developing its
marketing philosophy and market strategy, including registering patents and
trademarks throughout the world, (iii) pursuing and assembling a management team
to complete its marketing goals, (iii) obtaining sufficient working capital
through loans from shareholders, equity and debt offerings to conclude the
technology acquisition; and negotiating joint venture agreements to
commercialize the technologies.

PLAN OF OPERATION

The Company's plan of operation is to develop, manufacture, and market the
Valides(R) and Medides Systems medical waste sterilization and disposal
technologies into the international market for medical waste disposal.

During the second quarter of 2003, the Company finalized the identification of
markets for the Valides (R) and Medides Systems in Europe, South and Central
America and Asia. In Europe, the Company selected fabrication and production
staff and identified a production site. Outside of Europe, during the second
quarter, potential production sites were identified near Vancouver, Canada and
RioGrande Do Soul, Brazil. Potential joint ventures intended to expand the
Company's sales network are currently in negotiation though no definitive joint
venture agreements have been concluded.

Over the next three to six months the Company anticipates realizing funding
sufficient to set up a small production facility in Germany. The facility will
be used to build demonstration units for potential joint venture partners and
for presenting to regulatory authorities the Company's medical waste
sterilization and disposal technologies. The Company intends to conclude
agreements with joint venture partners well acquainted with the regulatory
process that will work with the Company in presenting proven scientific
documentation that supports the effectiveness of the Valides(R) and Medides
Systems. The Company believes that this approach will lead to a fast track
approval of the systems. The Company expects that the first production units
will be presented to regulatory authorities in Canada and Brazil.

Liquidity and Capital Resources

As of June 30, 2003, the Company`s only significant asset is ownership of the
intellectual property rights associated with the Valides (R) and Medides
Systems. Management believes that the Company has sufficient resources to meet
the minimum anticipated needs of the Company's operations through at least the
calendar year ending December 31, 2003, based upon the belief that sufficient
funding can be realized from public or private debt or equity placements or from
major shareholders. However, there can be no assurances to that effect. Further,
the Company has no revenues and has a substantial need for significant capital
to build its business. Should the Company be unable to obtain needed funds, it
may be forced to curtail or cease its activities.


                                       11
<PAGE>



The Company intends to continue efforts to realize between $1,000,000 and
$1,400,000 through convertible debentures with three-year terms bearing interest
at 7.5% convertible into shares of the Company's common stock at a conversion
price of $0.25 per share. During the first nine months of 2002, the Company
raised $325,000 in convertible debentures that remain outstanding and $165,000
through a secured note payable that has since been repaid. Should the Company be
unable to successfully complete the convertible debenture offering, it
anticipates raising capital through other debt or equity financing. However,
there can be no assurances that the Company will be able to raise the funds
required by its plan of operation, or at all.

The Company intends to purchase equipment to be used in the manufacture of the
Valides(R) and Medides Systems. The intention to purchase equipment is subject
to the Company's ability to raise sufficient capital to proceed with its plan of
operation.

The Company intends to hire employees as managers, production personnel and
sales people. The intention to hire employees is subject to the Company's
ability to raise sufficient capital to proceed with its plan of operation.

Critical Accounting Policies

The financial statements were prepared in accordance with accounting principles
generally accepted in the United States, which requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, the Company evaluates its estimates,
including those related to intangible assets and contingent liabilities and
bases its estimates on various assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
The Company believes that its accounting policy for intangible assets to be a
critical accounting policy because it is primarily based on the asset generating
future cash flows. At least annually, the Company evaluates whether events and
circumstances have occurred that may warrant revision to the remaining balance
of the intangible asset due to possible impairment. If and when such factors,
events or circumstances indicate that the intangible asset should be evaluated
for possible impairment, the Company would make an estimate of undiscounted cash
flows over the remaining lives of the respective assets in measuring
recoverability. Judgment is required in assessing the realization of any future
economic benefits resulting from the carrying value of the assets. Fluctuations
in the actual outcome of these future economic benefits could materially impact
the Company's financial position or its results of operations. In the event that
the Company did not generate any future economic benefit as a result of the
carrying value of the related assets, total assets would be overstated by
$404,446. Reducing the assets to zero would result in an additional expense in
the period in which it is determined that the asset cannot be realized. This
asset is the Company's only principle asset.





                                       12
<PAGE>




ITEM 3.  CONTROLS AND PROCEDURES

The president, who is also the chief executive officer and the chief financial
officer of the registrant, has concluded based on her evaluation as of a date
within 90 days prior to the date of the filing of this report, that the
registrant's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the registrant in the reports filed or
submitted by it under the Securities Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and include controls and
procedures designed to ensure that information required to be disclosed by the
registrant in such reports is accumulated and communicated to the registrant's
management, including the president, as appropriate to allow timely decisions
regarding required disclosure.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.


                                     PART II

ITEM 1.  LEGAL PROCEEDINGS
Ray Parsons vs. Stericycle, Inc. and Healthbridge, Inc. Suit was filed by Ray Parsons against Stericycle, Inc. an Illinois
-------------------------------------------------------
corporation and the Company on February 20, 2002 in the 101st Judicial District Court for the County of Dallas, Texas, civil cause
no. 02-1578-E. The suit sought the recovery of damages for personal injury allegedly caused to the plaintiff, Ray Parsons, as the
result of smoke and vapor inhalation suffered when attempting to put out a fire in a trailer owned by Stericycle that contained
sterilized medical waste processed by the Company. The suit was settled on June 24, 2003 with the plaintiff's acceptance of a
settlement amount of $7,500.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 18, 2003, the Company held an Annual Meeting of Stockholders to consider
the election of Markus Mueller and Nora Coccaro as Company directors, the
approval of management's decision to engage Jones Simkins L.L.P. as the
Company's auditors for the year ending December 31, 2003, and to authorize the
Company to effect a one for twenty (1:20) reverse split of the Company's common
stock and to reflect such action in an amendment to the Company's articles of
incorporation. Proxies representing 13,924,639 or 67% of the Company's issued
and outstanding shares constituted quorum for the purpose of considering the
matters presented.

The shareholders elected Markus Mueller by a vote of 13,924,439 in favor and 200
against to the Company's board of directors and elected Nora Coccaro by a vote
of 13,927,339 in favor and 300 against to the Company's board of directors.

The shareholders approved the appointment of Jones Simkins L.L.P. as the
Company's auditors for the year ending December 31, 2003 by a vote of 13,917,503
in favor and 0 against with 10,136 abstentions.

The shareholders approved management's proposal to effect a reverse split of the
Company's common stock on a one-for-twenty (1:20) basis by a vote of 12,538.503
in favor and 750,000 against with 636,136 abstentions. The Company anticipates
that the reverse split will be effected on August 22, 2003 upon filing the
amendment to reflect the reverse split with the Texas Secretary of State.


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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS. Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits on page 17 of this Form 10-QSB, and are
incorporated herein by this reference.

(b) REPORTS ON FORM 8-K. The Company made one report on Form 8-K during the period ended June 30, 2003.

1.       On May 12, 2003, the Company reported the resignation of Clancy and Co. P.L.L.C. as its former auditors and the appointment
         of Jones Simkins L.L.P. as the Company's current auditors.































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<PAGE>









                                   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 13th day of August 2003.


HEALTHBRIDGE, INC.

/s/ Nora Coccaro
Nora Coccaro
President, Chief Executive and Financial Officer, and Director




                                       15

<PAGE>


  CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
              AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Nora Coccaro, chief executive officer and chief financial officer of Healthbridge, Inc., certify that:
1.       I have reviewed this quarterly report on Form 10QSB of Healthbridge, Inc.;
2.       Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
              material fact necessary to make the statements made, in light of
              the circumstances under which such statements were made, not
              misleading with respect to the period covered by this quarterly
              report;
3.            Based on my knowledge, the financial statements, and other
              financial information included in this quarterly report, fairly
              present in all material respects the financial condition, results
              of operations and cash flows of the registrant as of, and for, the
              periods presented in this quarterly report;
         4.   I am responsible for establishing and maintaining disclosure
              controls and procedures (as defined in Exchange Act Rules 13a-14
              and 15d-14) for the registrant and have:
                  a) designed such disclosure controls and procedures to ensure
                     that material information relating to the registrant,
                     including its consolidated subsidiaries, is made known to
                     us by others within those entities, particularly during the
                     period in which this quarterly report is being prepared;
                  b) evaluated the effectiveness of the registrant's disclosure
                     controls and procedures as of a date within 90 days prior
                     to the filing date of this quarterly report (the
                     "Evaluation Date"); and
                  c) presented in this quarterly report our conclusions about the effectiveness of the disclosure
                     controls and procedures based on our evaluation as of the Evaluation Date;
         5.   I have disclosed, based on our most recent evaluation, to the
              registrant's auditors and the audit committee of registrant's
              board of directors (or persons performing the equivalent
              functions):
                  a) all significant deficiencies in the design or operation of
                     internal controls which could adversely affect the
                     registrant's ability to record, process, summarize and
                     report financial data and have identified for the
                     registrant's auditors any material weaknesses in internal
                     controls; and
                      b) any fraud, whether or not material, that involves
                    management or other employees who have a significant role in
                    the registrant's internal controls; and
         6.   I have indicated in this quarterly report whether there were
              significant changes in internal controls or in other factors that
              could significantly affect internal controls subsequent to the
              date of our most recent evaluation, including any corrective
              actions with regard to significant deficiencies and material
              weaknesses.

Date: August 13, 2003
/s/ Nora Coccaro
Nora Coccaro
Chief Executive Officer and Chief Financial Officer


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<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT      PAGE
NO.                 NO.          DESCRIPTION
-------               ----     ---------------------------------------------------------
 3(i)(a)     *      Articles of Incorporation of the Company

 3(i)(b)     *      Amendment to Articles of Incorporation of the Company

3(i)(c)      *      Amendment to Articles of Incorporation of the Company

3(i)(d)      *      Amended and Restated Articles of Incorporation of the Company

3(ii)        *      Bylaws of the Company

10           **    Intellectual Property Assignment and Sale Agreement, executed January 25, 2002

99.1         18    Certification    of   Nora    Coccaro    Pursuant   to   Section   1350   of   Chapter   63   of
                   Title 18 United States Code




*        Incorporated by reference from the 10-SB filed with the Commission on April 17, 2000

**       Incorporated by reference form the 8-K filed with the Commission on February 12, 2002

                                       17
<PAGE>


Exhibit 99.1

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the quarterly report of Healthbridge, Inc. on Form 10-QSB for
the period ending June 30, 2003 as filed with the Securities and Exchange
Commission on the date hereof, Nora Coccaro, as chief executive/financial
officer of Healthbridge, Inc., does hereby certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of her knowledge:

1.       This 10-QSB report fully complies with the requirements of Section 13(a) of the Exchange Act; and

2.      The information contained in this 10-QSB report fairly presents, in all
        material respects, the financial condition and result of operations of
        Healthbridge, Inc.




/s/ Nora Coccaro
Nora Coccaro
Chief Executive and Financial Officer
August 13, 2003

</TABLE>

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