SecProbe.io

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      June 21, 2005

via U.S. mail and facsimile to (604) 648-8963

Ms. Nora Coccaro
Chief Executive Officer and Chief Financial Officer
Healthbridge, Inc.
1066 West Hastings Street, Suite 2610
Vancouver, British Columbia  Canada  V6E 3X2

	RE:	Healthbridge, Inc.
      Form 10-KSB for Fiscal Year Ended December 31, 2004
		Filed April 7, 2005
      File No. 000-30377

Dear Ms. Coccaro:

		We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your document.   If you disagree with
a
comment, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Independent Auditors` Report, page F-2

1. We note your disclosure on page 14, that the "audit expressed
substantial doubt as to the Company`s ability to continue as a
going
concern..."  Furthermore, we note the disclosure in Note 2 on page
F-
16, "These factors raise substantial doubt about the Company`s
ability to continue as a going concern."  In light of these
disclosures, please have your auditor tell us how they determined
that substantial doubt does not exist about your ability to
continue
as a going concern for the next 12 months, including how they
determined the disclosures made in the footnotes to the
consolidated
financial statements are complete, accurate and in accordance with
US
GAAP.

Independent Auditors` Report, page F-3

2. We note that your predecessor auditors` audit report for the
year
ended December 31, 2003 included in your filing has removed the
going
concern explanatory paragraph included in its original audit
report
as presented in your Form 10-KSB for the year ended December 31,
2003.  If the successor auditors determine that a going concern
audit
opinion is required for the year ended December 31, 2004 based on
the
disclosures in the Form 10-KSB, it would appear that the original
audit report dated March 24, 2004 containing the explanatory
paragraph regarding substantial doubt of your ability to continue
as
a going concern should be included in the Form 10-KSB for the year
ended December 31, 2004.  Please refer to paragraph 16 of AU
Section
341 for guidance.

Note 1 - Organization and Summary of Significant Accounting
Policies,
Intangible Assets, page F-13

3. We note that you acquired certain infectious medical waste
sterilization and disposal technologies with exclusive ownership
of
the technologies, including the associated patents, patents
pending,
proprietary software and licenses required to manufacture,
operating
and market the technologies.  Please provide us with the following
information regarding your patents:
* A detailed analysis discussing each factor in paragraph 11 of
SFAS
142 justifying an indefinite life for your indefinite-life
intangible
asset.
* A detailed explanation of how you assess this indefinite-life
intangible asset for impairment in accordance with SFAS 142.  Your
explanation should include the significant assumptions used and
why
those assumptions are reasonable.
* The results of your impairment tests performed during fiscal
years
2002, 2003 and 2004.
* What consideration you gave to including your impairment
analysis
of patents as a critical accounting policies and estimates,
especially since patents represent 91% of total assets as of
December
31, 2004.

4. We note that you review your indefinite-life intangible assets
periodically.  Please confirm to us with a view toward future
disclosure that indefinite-life intangible assets are tested for
impairment annually, or more frequently if events or changes in
circumstances indicate that the asset might be impaired.  Please
also
confirm to us that you evaluate each reporting period whether
events
and circumstances continue to support an indefinite useful life.
Refer to paragraphs 16 and 17 of SFAS 142 for guidance.

Note 6 - Convertible Debentures, page F-17

5. Please tell us how you determined your convertible debentures
are
appropriately classified as long-term.  We note that the
convertible
debentures mature in three years from the date of issuances of May
3,
2002 and May 6, 2002.

Note 9 - Supplemental Cash Flow Information, page F-18

6. We have noted your disclosure that you have paid $45,209 in
interest for the year ended December 31, 2004, which is the amount
expensed for fiscal year 2004.  It is unclear to us how you have
paid
$45,209 in interest during fiscal year 2004, since a portion of
that
amount included in interest expense appears to be the accretion of
the discount from your convertible debentures and you have $12,000
of
accrued interest for your convertible debentures.  In future
filings,
please state the amount of interest paid in cash and paid from the
issuance of common stock for each period presented.  Refer to
paragraph 29 of SFAS 95 for guidance.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Ryan Rohn, Staff Accountant, at (202) 551-3739 or,
in
his absence, to Tracey Houser, Staff Accountant, at (202) 551-
3736,
or to the undersigned at (202) 551-3255.

							Sincerely,

							Nili Shah
							Accounting Branch Chief

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Ms.  Nora Coccaro
Healthbridge, Inc.
June 21, 2005
Page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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