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UNITED STATES
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 SEPTEMBER 30, 2000
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM ______________TO_____________
COMMISSION FILE NUMBER 000-28311
HEALTHBRIDGE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 061538201
(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
1818-1177 WEST HASTINGS STREET, VANCOUVER, B.C. V6E 2K3
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
604-602-1717
(ISSUER'S TELEPHONE NUMBER)
CHECK WHETHER THE ISSUER (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
NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS
OF NOVEMBER 10, 2000: 12,687,285 (INCLUDING 390,000 SHARES DUE TO BE ISSUED BY
THE COMPANY PURSUANT TO A PRIVATE PLACEMENT OFFERING).
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HEALTHBRIDGE, INC.
FORM 10-QSB, QUARTER ENDED SEPTEMBER 30, 2000
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BALANCE SHEET AS OF SEPTEMBER 30, 2000 ............................................................. 3
STATEMENT OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999........................................................ 4
STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999......................... 5-6
NOTES TO INTERIM FINANCIAL STATEMENTS............................................................... 7
ALL SCHEDULES ARE OMITTED BECAUSE THEY ARE NOT APPLICABLE OR THE REQUIRED
INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS ......................................................... 8-9
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS............................................................................ 9
ITEM 2 - CHANGES IN SECURITIES........................................................................ 9
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES.............................................................. 9
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................ 9
ITEM 5 - OTHER INFORMATION............................................................................ 9
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.............................................................. 9
SIGNATURES............................................................................ 10
PART I
ITEM 1. FINANCIAL STATEMENTS.
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HEALTHBRIDGE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(Unaudited)
ASSETS 2000 1999
- ------ ---- ----
Current Assets
Cash $ 4,454 $ 4,508
Inventory 40,395 40,395
------ --------
Total Current Assets 44,849 44,903
Fixed Assets, Net (Note 2) 2,065 5,782
------ -------
Total Assets $ 46,914 $ 50,685
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 528,606 $ 351,474
Notes Payable, Other (Note 3) 50,000 70,000
Accrued Interest 0 6,761
------- -------
Total Current Liabilities 578,606 428,235
Commitments and Contingencies
Stockholders' Equity
Preferred Stock: $0.0001 Par Value, Authorized 25,000,000;
Issued and Outstanding, None None None
Common Stock: $0.0001 Par Value, Authorized 50,000,000;
Issued and Outstanding, 12,687,285 and 11,777,285 1,269 1,178
Additional Paid In Capital 5,309,269 4,825,444
Deficit Accumulated During the Development Stage (5,842,230) (5,204,172)
---------- ---------
Total Stockholders' Equity (A Deficit) (531,692) (377,550)
--------- ---------
Total Liabilities and Stockholders' Equity $ 46,914 $ 50,685
====== ======
The accompanying notes are an integral part of these financial statements.
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HEALTHBRIDGE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999, AND
FOR THE PERIOD FROM INCEPTION (FEBRUARY 17, 1993) TO SEPTEMBER 30, 2000
Three Months Ended Three Months Ended Nine Months Ended
Sept 30, 2000 Sept 30, 1999 Sept 30, 2000
------------- ------------- -------------
Revenues $ 0 $ 0 $ 0
Expenses
General and Administrative 112,362 225,753 633,103
------- ------- -------
Operating Loss (112,362) (225,753) (633,103)
Other Income (Expense)
Interest Expense - - (4,955)
Interest Income - - 0
------
Total Other Income (Expense) - - (4,955)
------
Net Loss Before Cumulative Effect of Accounting Change (112,362) (225,753) (638,058)
Cumulative Effect of Accounting Change - - -
Net Loss Available to Common Stockholders $ (112,362) $ (225,753) $ (638,058)
========= ======= ==========
Basic Loss Per Share:
Loss Before Cumulative Effect of Accounting Change $ (0.00) $ (0.02) $ (0.05)
====== ====== ======
Cumulative Effective of Accounting Change - - -
Net Loss $ (0.00) $ (0.02) $ (0.05)
====== ====== =====
Basic Weighted Average Number of
Common Shares Outstanding 12,650,618 11,777,285 12,198,396
========== ========== ==========
From Inception
Nine Months Ended (February 17,
Sept 30, 1999 1993) to
------------- Sept 30, 2000
-------------
Revenues $ 0 $ 0
Expenses
General and Administrative 2,650,928 3,727,816
---------- ---------
Operating Loss (2,650,928) (3,727,816)
Other Income (Expense)
Interest Expense 0 (11,716)
Interest Income 0 7,897
------- -----------
Total Other Income (Expense) 0 (3,819)
------- ------
Net Loss Before Cumulative Effect of Accounting Change (2,650,928) (3,731,635)
Cumulative Effect of Accounting Change (102,500) (102,500)
--------- --------
Net Loss Available to Common Stockholders $ (2,753,428) $ (3,834,135)
=========== ==========
Basic Loss Per Share:
- --------------------
Loss Before Cumulative Effect of Accounting Change $ (0.37) $ (0.30)
Cumulative Effective of Accounting Change (.01) (.01)
----- ----
Net Loss $ (0.38) $ (0.31)
====== =====
Basic Weighted Average Number of
Common Shares Outstanding 7,224,137 12,198,396
========= ==========
The accompanying notes are an integral part of these financial statements.
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HEALTHBRIDGE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999, AND FOR
THE PERIOD FROM INCEPTION (FEBRUARY 17, 1993) TO SEPTEMBER 30, 2000
Nine Months Ended Nine Months Ended
Sept 30, 2000 Sept 30, 1999
------------- -------------
Cash Flows From Operating Activities
Net Loss $ (638,058) $ (2,753,428)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating
Activities
Accrued Interest Converted to Paid In Capital 4,955 0
Common Stock Issued For Services Rendered 21,200 0
Compensation Cost-Stock Options 6,000 0
Depreciation and Amortization 3,717 3,717
Write Off of Patents 0 2,100,007
Write Off of Organizational Costs 0 102,500
Changes in Assets and Liabilities
Increase (Decrease) in Accounts Payable 177,132 (172,813)
-------- --------
Total Adjustments 213,004 2,033,411
------- ---------
Net Cash Used In Operating Activities (425,054) (720,017)
Cash Flows From Investing Activities - -
Cash Flows From Financing Activities
Cash Received for Common Shares in Connection with the WattMonitor,
Inc. Acquisition 0 798,061
Proceeds From the Sale of Common Stock 195,000 0
Borrowings Under Notes Payable 230,000 0
------- -------
Net Cash Provided By Financing Activities 425,000 798,061
------- -------
Increase (Decrease) in Cash and Cash Equivalents (54) 78,044
Cash and Cash Equivalents, Beginning of Period 4,508 0
----- -------
Cash and Cash Equivalents, End of Period $ 4,454 $ 78,044
====== ======
From Inception
(February 17, 1993) to
Sept 30, 2000
-------------
Cash Flows From Operating Activities
Net Loss $ (3,834,134)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating
Activities
Accrued Interest Converted to Paid In Capital 11,716
Common Stock Issued For Services Rendered 21,200
Compensation Cost-Stock Options 6,000
Depreciation and Amortization 8,713
Write Off of Patents 2,100,007
Write Off of Organizational Costs 102,500
Changes in Assets and Liabilities
Increase (Decrease) in Accounts Payable 295,391
-------
Total Adjustments 2,545,527
---------
Net Cash Used In Operating Activities (1,288,607)
Cash Flows From Investing Activities -
Cash Flows From Financing Activities
Cash Received for Common Shares in Connection with the WattMonitor,
Inc. Acquisition 798,061
Proceeds From the Sale of Common Stock 195,000
Borrowings Under Notes Payable 300,000
-------
Net Cash Provided By Financing Activities 1,293,061
---------
Increase (Decrease) in Cash and Cash Equivalents 4,454
Cash and Cash Equivalents, Beginning of Period 0
--------
Cash and Cash Equivalents, End of Period $ 4,454
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From Inception
Nine Months Ended Nine Months Ended (February 17, 1993) to
Sept 30, 2000 Sept 30, 1999 Sept 30, 2000
------------- ------------- -------------
Supplemental Information:
- ------------------------
Cash paid for:
Interest $ 0 $ 0 $ 0
========== =========== ==========
Income taxes $ 0 $ 0 $ 0
========== =========== ==========
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Supplemental Noncash Investing and Financing
Activities:
Compensatory Cost - Stock Options $ 6,000 - $ 6,000
======= =====
Common Stock Issued For Services Rendered - - $ 34,200
======
Accrued Interest Converted to Paid In Capital - - $ 11,716
======
Conversion of Debt to Equity - $ 1,000,000 $ 1,250,000
========= =========
Issuance of Common Stock in Completion of Asset Purchase
Agreement Dated January 27, 1999 - $ 1,020,465 $ 1,020,465
========= =========
Common Stock Issued as Dividends-in-kind - $ 2,008,096 $ 2,008,096
========= =========
Accounts Payable Assumed in Completion of Asset Purchase
Agreement Dated January 27, 1999 - $ 233,215 $ 233,215
======= =======
The accompanying notes are an integral part of these financial statements.
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HEALTHBRIDGE, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
Note 1. Statement of Information Furnished
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with Form 10QSB instructions and in the opinion of
management contains all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of June 30,
2000, the results of operations for the three and six months ended June 30,
2000, and the statement of cash flows for the six months ended June 30, 2000.
These results have been determined on the basis of generally accepted accounting
principles and practices and applied consistently with those used in the
preparation of the Company's 1999 Annual Report on Form 10-KSB.
Certain information and footnote disclosure normally included in the financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that the accompanying financial
statements be read in conjunction with the accompanying financial statements and
notes thereto incorporated by reference in the Company's 1999 Annual Report on
Form 10-SB.
Note 2. Fixed Assets
Fixed assets consist of office equipment. The balance at September 30, 2000
consists of:
Cost $ 24,786
Accumulated Depreciation 22,721
------
Net Book Value $ 2,065
=======
Depreciation expense charged to operations during the nine months ended
September 30, 2000 was $3,717.
Note 3. Notes Payable, Other
During August 2000, Healthbridge entered into a loan agreement with Valor
Invest, Ltd. to obtain up to $500,000 in working capital funds, interest bearing
at 7.5 percent per annum, due and payable in full on September 1, 2001. Total
advances as of September 30, 2000, were $50,000.
Note 4. Common Stock
Healthbridge is attempting to raise $500,000 by offering 1,000,000 units at a
price of $.50 per share under a private placement agreement dated April 5, 2000.
Each unit consists of one share of common stock and one common stock purchase
warrant. During the nine months ended September 30, 2000, Healthbridge raised
$195,000 and issued 390,000 units.
Note 5. Warrants
Total warrants outstanding as of September 30, 2000, are 890,000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
When used in this discussion, the words "believes", "anticipates", "expects",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Healthbridge, Inc. (Healthbridge) undertakes
no obligation to republish revised forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures made by Healthbridge which attempt to advise interested
parties of the factors which affect the Healthbridge's business, in this report,
as well as the Healthbridge's periodic reports on Forms 10-KSB, 10QSB and 8-K
filed with the Securities and Exchange Commission.
We have developed, and intend to enhance and market the Redloc II Waste Disposal
System. The Redloc II Waste Disposal System allows waste handlers to collect and
dispose of regulated medical waste, with minimal risk of exposure to the waste
handlers and others. The Redloc II system consists of two vessel halves
resembling half-globes that are moveable with respect to one another such that
the upper vessel may be lowered onto the lower vessel. The upper vessel seats
itself directly onto a rubber O-ring attached to the lower vessel. The O-ring
allows the two vessels to form a seal, resulting in a globe-shaped chamber that
can be pressurized. The Redloc II system operates by placing a bag containing
medical waste into a special receptacle and then closing the two vessel halves
around the receptacle. Once closed, the Redloc II system's operator sterilizes
the plastic bag and medical waste using microwaves and a small amount of water
to heat and pressurize the chamber. The automated system is controlled by a
computer which monitors the process to achieve sterilization. Through the Redloc
II system, the plastic bag and medical waste are sterilized and reduced to safe
end-products that are ready for shredding, transport or other disposal as normal
waste. The process produces no by-products that require subsequent treatment
prior to disposal.
Our only developmental activities to date have been to observe the beta-test
system at the Presbyterian Hospital in Dallas, Texas, and to plan design
modifications that might increase throughput. On June 26, 2000, the Presbyterian
Hospital shut down the beta-test system's operations due to our inability to
make timely shortfall reimbursements and due to the aging nature of the
equipment at the hospital. Currently, we have not entered into any additional
beta-testing agreements at other facilities.
We own two patents relating to the Redloc II system, which are essential to
the current design. A further patent was granted on July 20, 2000 for all of
Australia. During the next twelve months, we plan to continue to develop and
enhance our Redloc II system. Our development activities are directed at
increasing the amount of medical waste that is processed over time by
modifying the Redloc II system's design to increase its efficiency. We
anticipate any design changes will cost approximately $30,000 and take three
months to complete.
We do not presently generate profits and we expend approximately $15,000 per
month. We have prior obligations of approximately $500,000 outstanding
(including consulting fees of $25,000 owed to our director, Wilhelm Liesner). We
intend to raise capital through our private placement offering. As of November
10, 2000, we have raised $250,000 under the offering. There is, however, no
assurance that we will raise additional funds in the offering. Additionally, we
have entered into an agreement in principle with ValorInvest Ltd. of Zurich,
Switzerland to provide financing to Healthbridge of up to $500,000 for working
capital purposes. We intend to use the remaining funds to periodically pay down
our past due obligations, and to market and develop our product. We anticipate
that funds raised in the offering and pursuant to our agreement in principle
with ValorInvest will provide us with sufficient capital to continue our
operations for at least the next twelve months. If we are unable to develop our
Redloc II system, we will need market our current design, change our business
direction or cease operations.
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We do not expect any significant purchases or sales of plant and equipment.
We also do not expect to hire any new employees, but to engage consultants to
market and develop our products.
PART II
ITEM 1. LEGAL PROCEEDINGS.
On April 11, 2000 we received a letter, dated April 7, 2000, from an attorney
representing the co-inventors of our patents. That letter demands a payment of
$162,600 on behalf of one of the co-inventors. The claim is allegedly based upon
an agreement between the co-inventors and United Systems, Inc., one of the
Roatan Companies and the company from which we acquired the rights to the
Microwave Patents. The letter threatens to initiate legal action to terminate
our rights to the Microwave Patents if payment is not made. It is our position
that any claim which the co-inventor may have to a payment in the amount of
$162,600, would be against United Systems, Inc., and that we did not at any time
assume an obligation to make that payment. We intend to contest any claim for
this payment which may be brought against us. To date no re-examination of our
patents' artwork or method of use of has been filed with the U.S. Patent and
Trademark Office.
ITEM 2. CHANGES IN SECURITIES.
Securities issued for the nine months ended September 30, 2000 were as follows:
1. 20,000 shares of common stock issued for services at $1.06 per share, or
$21,200.
2. 500,000 shares of common stock issued at $0.50 per share for conversion of
$250,000 of debt.
3. 280,000 shares of common stock due to be issued for cash at $0.50 per share,
or $140,000, under private placement offering.
4. 110,000 shares of common stock due to be issued for cash at $0.50 per share,
or $55,000, under private placement offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit 27. Financial Data Schedule.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Healthbridge, Inc. By: /s/ Nora Coccaro
-----------------
Nora Coccaro President
Dated: November 10, 2000
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
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