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                                                           HEALTHBRIDGE, INC.
                                                    2610-1066 West Hastings Street
                                                  Vancouver, British Columbia V6E 3X2
                                                                Canada

September 16, 2005

Ryan Rohn
Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C.  20549

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

Dear Mr. Rohn:

Thank you for your further comments
and those of Ms. Houser in connection with your letter dated August 12, 2005 related to
our disclosure on Form 10-KSB for Healthbridge, Inc. (“Company”) for the year
ended December 31, 2004 and for the quarter ended March 31, 2005.

On behalf of the Company, we do
hereby attached submit this cover letter with two copies of a draft Form 10-KSB/A for the
period ended December 31, 2004 and two copies of a draft Form 10-QSB/A for the period
ended March 31, 2005, both of which are to filed electronically with this response letter
as correspondence. We have also included two red-lined versions of each filing.

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

         Nora Coccaro
         Chief Executive, Chief Financial Officer and Principal Accounting Officer
         Healthbridge, Inc.
         2610-1066 West Hastings Street
         Vancouver, British Columbia, Canada V6E 3X2
         Telephone: (604) 602-1717
         Facsimile: (604) 687-6877

Should you have any additional
comments or questions regarding the Company’s draft filings on Form 10-KSB/A for the
year ended December 31, 2004 or Form 10-QSB/A for the quarter ended March 31, 2005, please
contact me. I may be reached at (604) 602-1717.

Sincerely,

/s/ Nora Coccaro

Nora Coccaro

Chief Executive Officer

Enclosures

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

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

                                                             FORM 10-KSB/A

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the fiscal year ended: December 31,
2004
[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the transition period from
__________ to __________

Commission File Number:  000-28731

                                                          HEALTHBRIDGE, INC.
                                      (Name of Small Business Issuer As Specified In Its Charter)

                  TEXAS                                               06-1538201
(State or Other Jurisdiction Of Incorporation                 (IRS Employer Identification No.)
                  Or Organization)

                              1066 West Hastings Street, Suite 2610, Vancouver, British Columbia V6E 3X2
                      (Address of principal executive offices)                  (Postal Code)

                                                            (604) 602-1717
                                           (Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

              Title of Each Class                             Name of Exchange On Which Registered
        Common Stock ($0.001 par value)                                                None

Check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days.
YES ____          NO _X_

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and that no
disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB/A or any amendment to this Form 10-KSB/A. [  ]

Registrant's revenues for its most recent fiscal year were $75,106.

The aggregate market value of the registrant's common stock (the only class of voting stock), held by non-affiliates was
approximately $570,238 based on the average closing bid and ask price for the common stock on September __, 2005.

As of September __, 2005 there were 7,876,000 shares outstanding of the registrant's common stock.

                                                           TABLE OF CONTENTS
                                                                                                                                   PAGE
                                                                PART I

Item 1.       Description of Business....................................................................................3

Item 2.       Description of Property....................................................................................6

Item 3.       Legal Proceedings..........................................................................................6

Item 4.       Submission of Matters to a Vote of Security-Holders........................................................6

                                                                PART II

Item 5.       Market for Common Equity and Related Stockholder Matters.................................................7

Item 6.       Management's Discussion and Analysis........................................................................8

Item 7.       Financial Statements.......................................................................................15

Item 8.       Changes in and Disagreements With Accountants on
              Accounting and Financial Disclosure.......................................................................16

Item 8A.      Controls and Procedures...................................................................................16

                                                               PART III

Item 9.       Directors and Executive Officers..........................................................................17

Item 10.      Executive Compensation....................................................................................19

Item 11.      Security Ownership of Certain Beneficial Owners and Management.........................................19

Item 12.      Certain Relationships and Related Transactions.............................................................20

Item 13.      Exhibits...................................................................................................20

Item 14.      Principal Accountant Fees and Services ...................................................................21

              Signatures................................................................... .............................22

              Index to Exhibits......................................................... .................................23

                                                                 2
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                                                            PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

As used herein the term "Company" refers to Healthbridge, Inc., a Texas corporation and its subsidiaries and predecessors, unless the
context indicates otherwise. The Company was incorporated under the laws of the State of Texas on February 17, 1993 as "GFB Alliance
Services, Inc." The Company has since undergone several name changes and on May 13, 1999, pursuant to an amendment to its articles of
incorporation, adopted the name Healthbridge, Inc.

BUSINESS

The Company's business is the development, manufacture, and marketing of the Valides(cr) and Medides Systems medical waste sterilization
and disposal technologies to the international market place for medical waste disposal.

During early 2002 the Company acquired exclusive ownership of the Valides(cr) Modular Infectious Waste Disposal System and the Medides
System. The acquisition included all the intellectual property associated with the technologies including patents, patents pending,
proprietary software and licenses required to manufacture, operate and market these technologies worldwide.

The Valides(cr) and the Medides Systems were developed for the treatment of infectious medical wastes generated by hospitals,
laboratories, dental offices, clinics, blood banks and other facilities in the medical industry due to the prohibitive escalation of
costs associated with the disposal of infectious waste. Countries around the world have imposed increasingly stringent health and
safety regulations regarding the transport of infectious medical waste to disposal sites and in some instances have even prohibited
the transportation of certain infectious wastes. Growing concern over the potential affects of infectious waste disposal on our
environment and the imposition of increasingly rigid air quality standards, combined with a myriad of other restrictive guidelines
for incinerator or land fill disposal, have made it a growing problem in need of an effective solution.

Since acquiring the The Valides(cr) and the Medides Systems, the Company has focused on identifying potential markets for the Valides(cr)
and Medides Systems, embarking on discussions with potential joint venture partners, considering prospective production sites for the
manufacture of the Valides(cr) and Medides Systems, and securing the Company's patented technology through the registration of patents
and trademarks.

The Company's management has identified potential markets for the Valides(cr) and Medides Systems in Europe, South and Central America,
Asia and the Middle East by developing contacts introduced by marketing consultants. The first sale of its Valides(cr) System was
announced in February 2004 by the Company's wholly owned subsidiary, Healthbridge (Deutschland) AG, to the newly constructed London
Hospital, located in Kuwait City, Kuwait. Delivery of this unit was completed in June of 2004. The Company is providing consulting
support to the staff of the London Hospital to ensure the orderly and efficient use of the Valides(cr)  System. The Company's local
Kuwaiti distributor, GBD General Trading Co. has indicated a need for five additional units to meet medical waste sterilization and
disposal requirements at other locations. Management intends to focus on procuring additional sales over the next twelve months.

                                                                3
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Due to the international variance in regulations governing the disposal of medical waste, the Company is in the process of discerning
local joint venture partners that are acquainted in their respective regions with regulatory processes. Management understands that
in many of the prospective markets for its technology local participation will be crucial to successful regulatory compliance. The
Company's approach is to identify a strong partner, provide that partner with scientific documentation to support the effectiveness
of the Valides(cr) and Medides Systems and introduce the Valides(cr) and Medides Systems to market on a joint venture basis. The Company
believes that this approach will lead to a fast track approval of the technology and facilitate early introduction to market. The
Company has been in discussion with potential joint venture partners in Brazil, Canada and China though it is yet to conclude any
joint venture arrangement.

Management believes that it is in the best interests of the Company that the manufacture of the Valides(cr) and Medides Systems be
completed at Company facilities or at facilities managed on a joint venture basis. Therefore, management has devoted much of its time
and energy to identifying potential manufacturing sites. The Company has to date selected fabrication and production staff and
identified a production site in Germany. Potential joint venture manufacturing sites were also identified near Vancouver, Canada and
RioGrande Do Soul, Brazil. However, the Company is yet to set up a manufacturing site and the unit sold to the London Hospital in
Kuwait City was manufactured by a third party manufacturer. The Company believes that cost efficiencies, operating margins and the
security of the technology would be best served by it controlling the manufacturing process.

Since the Company's only significant asset lies in its patented technology, management has devoted significant resources to
preserving the security of that asset through the registration of patents and trademarks around the world. Management is now
satisfied that the technology patented for use in Valides(cr) and Medides Systems is now securely positioned for the benefit of the
Company.

Government Regulation.

The Company intends to operate within the medical waste disposal industry, which is subject to extensive local and national laws.
This statutory and regulatory framework imposes compliance burdens and risks on the Company, including requirements to obtain and
maintain government permits. The treatment and disposal of medical waste is subject to packaging, labeling, handling, notice and
reporting requirements.  National and local regulations vary from location to location. The Company believes that it is currently in
compliance in all material respects with all applicable laws and regulations governing its business and has all appropriate
government permits to operate its existing business. However, the addition of new, or amendments to existing, statutes and
regulations could require the Company to continually modify its business methods that could add substantial costs to its operation.

The introduction of the Valides(cr) and Medides Systems in foreign markets will subject the Company to regulatory clearances which may
impose additional substantive costs and burdens. International sales of medical waste sterilization and disposal equipment are
subject to the regulatory requirements of each country. The regulatory review process varies from country to country. Many countries
impose product standards, packaging requirements, labeling requirements and import restrictions on certain devices. Further, each
country each country has its own tariff regulations, duties and tax obligations. The Valides(cr) and Medides Systems are to be
manufactured according to international standards for sale to foreign countries.

                                                                4
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Government regulation in the United States is subject to the Occupational Safety and Health Act ("OSHA") which gives the federal
government the authority to regulate the management of infectious medical waste. OSHA regulations attempt to limit occupational
exposure to blood and other potentially infectious materials, but do not actually cover the disposal of medical waste. These
regulations target all industries in which employees could reasonably be expected to come in contact with blood borne pathogens. The
regulations define infectious materials to include semen, vaginal secretions, cere