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CORRESP
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HEALTHBRIDGE, INC.

2610-1066 West Hastings
Street

Vancouver, British
Columbia V6E 3X2

Canada

July 1, 2005

Ryan RohnDivision
of
Corporate Finance450
Fifth Street, N.W.

United States Securities and
Exchange CommissionWashington,
D.C. 20549-0405

Via Facsimile (202)
772-9359

      RE:
Healthbridge, Inc.

Form 10-KSB for Fiscal
Year Ended December 31, 2004Filed
April 7, 2005

File No. 000-30377

Dear Mr. Rohn:

Thank you for your comments dated
June 21, 2004 related to our disclosure on Form 10-KSB for Healthbridge, Inc.
(“Company”) for the year ended December 31, 2004.

On behalf of the Company, we submit
this response letter electronically and by facsimile transmission.

Please direct copies of all responses
and any additional comments to the following address and fax number:

      Nora
Coccaro

      Chief
Executive and Chief Financial OfficerHealthbridge,
Inc.2610-1066
West Hastings
StreetVancouver,
British Columbia, Canada V6E 3X2

      Telephone:
(604) 602-1717Facsimile:
(604) 687-6877

The following are our detailed
responses to your comments.

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.

      Response:

Our
current auditors have amended their audit report for the year ended December 31, 2004 to
include an explanatory paragraph addressing the going concern consideration. The amended
audit report is appended hereto as Appendix “A” for your review.

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 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 Section341 for guidance.

      Response:

Our
predecessor auditors have amended their audit report for the year ended December 31, 2003
to include the explanatory paragraph that addressed the going concern consideration that
appeared in the original audit report dated March 24, 2004. The amended audit report is
appended hereto as Appendix “B” for your review.

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 the
indefinite life of 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.

Response:

We
have revised Note 1- “Intangible Assets” to our financial statements for the
period ended December 31, 2004 to include an estimated life of ten (10) years for the
patents, without changing the method of valuation. The amended Notes to our financial
statements are appended hereto as Appendix “C” for your review.

We
analyzed our valuation of our intangible patent assets for impairment as of December 31,
2004 in accordance with SFAS 142. Since marketing and sales commenced in 2004 we believe
that by year end December 31, 2004 it was too early in the life expectancy of the patents
to utilize a current cash flow analysis to determine any impairment in the present value
of the capitalized intangible asset, rather we believe that the best indicator of present
value as of December 31, 2004 was future cash flow from anticipated sales. We relied on
the assumption that additional sales will be realized by year end December 31, 2005 which
will support the valuation recorded for the patented assets on its current financial
statements. The assumption is reasonable based on the success of the Company’s
initial sale in Kuwait City, Kuwait and aggressive marketing efforts in place to sell
additional units in Kuwait and Saudi Arabia.

We
considered the following factors in our determination of whether our patent costs were
impaired as of December 31, 2002, December 31, 2003 and December 31, 2004:

—

We reviewed the guidance in SFAS 142 and 144 to determine what factors might indicate the
impairment of an intangible asset and how impairment amounts would be computed, if any.

—

We considered our business plan with careful consideration focused on projected sales and
estimated cash flows from the products we sold and expected to sell under the patents.

—

We measured the timing of when we would and did obtain clearance for our trademark and our
plan for manufacturing and selling the products under the patents. We obtained our
trademark during the fourth quarter of 2003.

—

We calculated timelines for anticipated sales and realized sales. The sale of our first
unit was in the first quarter of 2004. .

—

We factored into our analysis our past history with taking a similar medical waste
disposal product to market and the time involved in entering the medical waste disposal
industry.

Based on review of these items, it
appeared to us that our patents were not impaired as of the years ended December 31, 2002,
December 31, 2003 and December 31, 2004. Specifically, the guidance provided in SFAS 144
for measuring impairment appears to have been met in the respective periods and we believe
supports our position that impairment did not exist at each year end. Our business plan is
in its early stages and impairment of patent costs may be premature at this time.

Our impairment analysis is tempered
by our lack of success in taking a similar medical waste disposal product to market prior
to obtaining our current patents and our ability to raise sufficient capital to achieve
the objectives considered in our business plan remains uncertain. Accordingly, impairment
may exist within the current period.

We have given serious consideration
to our impairment analysis of patents as critical to our accounting policies and estimates
and are aware that our patents represented 91% of total assets as of December 31, 2004.
Should we be unsuccessful during 2005 in our efforts to sell additional products, we may
well determine that our patent costs are impaired and a write down of the valuation
attributed to our patents may become necessary.

               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.

Response:

We
can confirm that we will continue to review our intangible assets for impairment annually
or more frequently if events or changes in circumstances indicate that an asset might be
impaired. Further, we have adopted an estimated life of ten (10) years for our intangible
assets as detailed herein.

Note 6. –
Convertible Debenture, 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.

Response:

Our
determination to classify our convertible debentures was based on agreements reached with
the debenture holders to extend the respective maturity dates. Note 6 to our financial
statements has been modified to disclose said extended maturity dates. The amended Notes
to our financial statements are appended hereto for your review.

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.

Response:

We
confirm that in future filings we will segregate interest paid with cash from interest
paid with the issuance of common stock.

In connection with the Company’s
response to these comments, we confirm the following:

-        The Company is responsible for the adequacy and accuracy in its filings;

—

Staff comments or changes to disclosure in respect 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.

We do hope that the information
provided above is responsive to your comments. Should you have any additional comments or
questions regarding the Company’s filing on Form 10-KSB for the year ended December
31, 2004, please contact me. I may be reached at (604) 602-1717.

Sincerely,

/s/ Nora Coccaro

Nora CoccaroChief
Executive
Officer

Enclosures

APPENDIX “A”

Report of
Independent Registered Public Accounting Firm

To the Stockholders and
Board of DirectorsHealthBridge,
Inc.Vancouver,
BC Canada

We have audited the accompanying
consolidated balance sheet of HealthBridge, Inc. as of December 31, 2004 and the related
consolidated statement of operations, stockholders’ equity and comprehensive income
and cash flows for the year then ended. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance
with standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, audits of its internal
control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
consolidated financial position of HealthBridge, Inc. as of December 31, 2004. and the
consolidated results of their operations and their cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 2, the Company’s recurring operating losses and lack of working
capital raise substantial doubt about its ability to continue as a going concern.
Management’s plans in regard to those matters are also described in Note 2. The
financial statements do not include any adjustments that might result from outcome of this
uncertainty.

_________________

Chisholm, Bierwolf &
Nilson, LLCBountiful,
Utah

March 18, 2005

APPENDIX “B”

INDEPENDENT
AUDITORS’ REPORT

To the Stockholders’
andBoard
of Directors ofHealthbridge,
Inc.

We have audited the consolidated
statements of operations, stockholders’ deficit, and cash flows of Healthbridge, Inc.
(a development stage company), for the year ended December 31, 2003. These consolidated
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based
on our audit.

We conducted our audit in accordance
with auditing standards generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
results of operations and cash flows of Healthbridge, Inc. (a development stage company),
for the year ended December 31, 2003 in conformity with accounting principles generally
accepted in the United States of America.

The consolidated financial statements
referred to above have been prepared assuming that the Company will continue as a going
concern. As discussed in the notes to the financial statements, the Company’s revenue
generat