Mail Stop 7010
July 18, 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 reviewed your response letter dated July 1, 2005
to
our letter dated June 21, 2005 and have the following comments.
Note 1 - Organization and Summary of Significant Accounting
Policies,
Intangible Assets, page F-13
1. We note your response to comment 3 in our letter dated June 21,
2005. Specifically, we note that you have estimated patents to
have
an estimated useful life of ten years. Please provide us with the
following information surrounding this change:
* Please tell us if your original determination that the patents
had
an indefinite life was an error, and patents should have had a
definite life of ten years from the date of acquisition. If this
is
the case, please tell us what consideration you gave to APB 20
regarding amending your Form 10-KSB for the fiscal year ended
December 31, 2004 to restate your consolidated financial
statements,
including footnote disclosure, as it would appear that this
determination would be the correction of an error in accordance
with
paragraph 13 of APB 20. If you believe the correction of this
error
to be immaterial to all periods impacted, quarterly and annual,
please provide us with your detailed SAB 99 analysis.
* If the determination that your patents have an estimated useful
life of ten years is based on a change in events and circumstances
that no longer support an indefinite useful life in accordance
with
paragraph 16 of SFAS 142:
* Please provide us with a detailed description of the change in
events and circumstances the lead you to no longer believe patents
have an indefinite life.
* Please tell us the result of your impairment test that is
required
to be performed upon such determination.
* Please tell us the exact date or period in which this change
occurred and the impact to your consolidated financial statements
for
the period of change and all subsequent periods, quarterly and
annual. If you believe such change is immaterial please provide
us
with your detailed SAB 99 analysis regarding materiality of this
change.
* Based on the above determination, please clarify your footnote
disclosure to your consolidated financial statements and your
critical accounting policies section of MD&A regarding when you
are/will test the patents for impairment. Intangible assets with
indefinite lives are to be tested at least annually or more often
if
events and circumstances indicate in accordance with SFAS 142.
Intangible assets with definite lives are to be tested for
impairment
in accordance with SFAS 144, which is whenever events or changes
in
circumstances indicate that the carrying amount may not be
recoverable. Furthermore, your critical accounting policy for
your
patents should include a more detailed description of the
assumptions
and factors considered in testing the patents for impairment, as
described in your response letter dated July 1, 2005.
* Please tell us how you determined that your patents had an
estimated useful life of ten years. Refer to paragraph 11 of SFAS
142 for guidance.
* We note that you have not sold any additional products since the
sale in the first quarter of 2004 through your quarter ended March
31, 2005. Please tell us whether you have received any new orders
or
contracts to purchase your product subsequent to the quarter ended
March 31, 2005.
Note 2 - Going Concern
2. We note your response to comments 1 and 2 in our letter dated
June
21, 2005 that you are going to amend your Form 10-KSB to include
revised audit reports from your current and previous auditors that
include an explanatory paragraph raising substantial doubt about
your
ability to continue as a going concern. Please also amend your
Form
10-KSB for the fiscal year ended December 31, 2004 to provide
robust
disclosures regarding the substantial doubt about your ability to
continue as a going concern. Specifically, please revise your
disclosure to include:
* The possible effects of such conditions and events.
* Your evaluation of the significance of the conditions and events
and the mitigating factors.
* Whether there is any possibility that you would discontinue
operations.
* Detailed description of your plans for dealing with the adverse
effects of the conditions and events.
* A discussion regarding the recoverability or classification of
assets and liabilities.
Refer to AU Section 341.10 for additional guidance.
Note 6 - Convertible Debentures, page F-17
3. We note your response to comment 5 in our letter dated June 21,
2005 that you determined to classify your convertible debentures
based on agreements to extend the respective maturity dates;
however,
this was not previously disclosed in your Form 10-KSB. Please
tell
us the date the extension agreements were signed. Please also
tell
us if you have filed these agreements as an exhibit to either a
Form
8-K or a periodic filing. If you have, please tell us when the
exhibit was filed. If you have not, please tell us why you do not
believe the agreements are material.
* * * *
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.
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 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.
July 18, 2005
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE