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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 June 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 August 11, 2000: 12,577,285
(including 280,000 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 JUNE 30, 2000
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
<TABLE>
<S> <C>
ITEM 1 - FINANCIAL STATEMENTS
BALANCE SHEET AS OF JUNE 30, 2000 .......................................... 1
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000.............. 2
STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2000.............. 3-4
NOTES TO INTERIM FINANCIAL STATEMENTS....................................... 5-6
</TABLE>
ALL SCHEDULES ARE OMITTED BECAUSE THEY ARE NOT APPLICABLE OR THE REQUIRED
INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO.
<TABLE>
<S> <C>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS..................................... 7
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS........................................................ 8
ITEM 2 - CHANGES IN SECURITIES.................................................... 8
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES.......................................... 8
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................... 8
ITEM 5 - OTHER INFORMATION........................................................ 8
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K......................................... 8
SIGNATURES............................................................... 9
</TABLE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
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HEALTHBRIDGE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
(Unaudited)
ASSETS 2000 1999
----------- -----------
<S> <C> <C>
Current Assets
Cash $ 1,375 $ 4,508
Inventory 40,395 40,395
----------- -----------
Total Current Assets 41,770 44,903
Fixed Assets, Net (Note 2) 3,304 5,782
----------- -----------
Total Assets $ 45,074 $ 50,685
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 525,405 $ 351,474
Notes Payable, Other (Note 3) 0 70,000
Accrued Interest (Note 3) 0 6,761
----------- -----------
Total Current Liabilities 525,405 428,235
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, 12,577,285 and 11,777,285 1,258 1,178
Additional Paid In Capital 5,248,280 4,825,444
Deficit Accumulated During the Development Stage (5,729,869) (5,204,172)
----------- -----------
Total Stockholders' Equity (A Deficit) (480,331) (377,550)
----------- -----------
Total Liabilities and Stockholders' Equity $ 45,074 $ 50,685
=========== ===========
</TABLE>
1
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HEALTHBRIDGE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999, AND FOR
THE PERIOD FROM INCEPTION (FEBRUARY 17, 1993) TO JUNE 30, 2000
<TABLE>
<CAPTION>
From Inception
(February 17,
Three Months Ended Three Months Ended Six Months Ended Six Months Ended 1993) to
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 June 30, 2000
------------------ ------------------ ---------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0 $ 0 $ 0
Expenses
General and Administrative 234,746 242,804 520,742 325,168 1,515,447
Operating Loss (234,746) (242,804) (520,742) (325,168) (1,515,447)
Other Income (Expense)
Write Off Patents -- -- -- (2,100,007) (2,100,007)
Interest Expense -- -- (4,955) 0 (11,716)
Interest Income -- -- 0 0 7,897
------------ ------------ -----------
Total Other Income (Expense) -- -- (4,955) (2,100,007) (2,103,826)
------------ ------------ -----------
Net Loss Before Cumulative Effect of
Accounting Change (234,746) $(242,804) (525,697) (2,425,175) (3,619,273)
Cumulative Effect of Accounting Change -- -- -- (102,500) (102,500)
------------ -----------
Net Loss Available to Common Stockholders
$ (234,746) $ (242,804) $ (525,697) $ (2,527,675) $ (3,721,773)
============ ============ ============ ============ ============
Basic Loss Per Share:
Loss Before Cumulative Effect of
Accounting Change $ (0.02) $ (0.03) $ (0.04) $ (0.23) $ (0.30)
Cumulative Effective of Accounting Change -- -- -- (.01) (.01)
------------ ------------ ------------ ------------ -----------
Net Loss $ (0.02) $ (0.03) $ (0.04) $ (0.24) $ (0.31)
============ ============ ============ ============ ============
Basic Weighted Average Number of
Common Shares Outstanding 12,167,285 9,526,685 11,972,285 10,727,361 11,972,285
============ ============ ============ ============ ============
</TABLE>
2
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HEALTHBRIDGE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999, AND FOR THE
PERIOD FROM INCEPTION (FEBRUARY 17, 1993) TO JUNE 30, 2000
<TABLE>
<CAPTION>
From Inception
Six Months Ended Six Months Ended (February 17, 1993) to
June 30, 2000 June 30, 1999 June 30, 2000
---------------- ---------------- ---------------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net Loss $ (525,697) $(2,527,675) $(3,721,773)
Adjustments to Reconcile Net Loss to Net Cash Used
In Operating Activities
Accrued Interest Converted to Paid In Capital 4,955 0 11,716
Common Stock Issued For Services Rendered 21,200 0 21,200
Depreciation and Amortization 2,478 2,478 7,474
Write Off of Patents 0 2,100,007 2,100,007
Write Off of Organizational Costs 0 102,500 102,500
Changes in Assets and Liabilities
Increase (Decrease) in Accounts Payable 173,931 69,935 292,190
----------- ----------- -----------
Total Adjustments 202,564 2,274,920 2,535,087
----------- ----------- -----------
Net Cash Used In Operating Activities (323,133) (252,755) (1,186,686)
Cash Flows From Investing Activities -- -- --
Cash Flows From Financing Activities
Cash Received for Common Shares in Connection with
the WattMonitor, Inc. Acquisition 0 798,061 798,061
Proceeds From the Sale of Common Stock 140,000 0 140,000
Borrowings Under Notes Payable 180,000 0 250,000
----------- ----------- -----------
Net Cash Provided By Financing Activities 320,000 798,061 1,188,061
----------- ----------- -----------
Increase (Decrease) in Cash and Cash Equivalents (3,133) 545,306 1,375
Cash and Cash Equivalents, Beginning of Period 4,508 0 0
----------- ----------- -----------
Cash and Cash Equivalents, End of Period $ 1,375 $ 545,306 $ 1,375
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
From Inception
Six Months Ended Six Months Ended (February 17, 1993) to
June 30, 2000 June 30, 1999 June 30, 2000
---------------- ---------------- ---------------------
<S> <C> <C> <C>
Supplemental Information:
Cash paid for:
Interest $ 0 $ 0 $ 0
======== =========== ===========
Income taxes $ 0 $ 0 $ 0
======== =========== ===========
Supplemental Noncash Investing and Financing Activities:
</TABLE>
3
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HEALTHBRIDGE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999, AND FOR THE
PERIOD FROM INCEPTION (FEBRUARY 17, 1993) TO JUNE 30, 2000
<TABLE>
<S> <C> <C> <C>
Common Stock Issued For Services Rendered $ 21,200 -- $ 34,200
======== ==========
Accrued Interest Converted to Paid In Capital $ 4,955 -- $ 11,716
======== ==========
Conversion of Debt to Equity $250,000 $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
========== ==========
</TABLE>
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HEALTHBRIDGE, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
JUNE 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 contain 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 June 30, 2000 consists
of:
<TABLE>
<S> <C>
Cost $ 24,786
Accumulated Depreciation 21,482
---------
Net Book Value $ 3,304
=========
</TABLE>
Depreciation expense charged to operations during the six months ended June 30,
2000 was $2,478.
Note 3. Notes Payable, Other
Healthbridge, Inc. (Healthbridge) was advanced an additional $180,000, at 9% per
annum, for the six months ended June 30, 2000, from Valor Invest, Ltd., for a
total of $250,000. Included in operations is $11,716 of accrued interest that
was converted to paid in capital during the six months ended June 30, 2000. On
April 1, 2000, total advances of $250,000 were converted into 500,000 shares of
common stock, plus a warrant to purchase 500,000 shares of common stock at an
exercise price of $0.50 per share.
Note 4. Common Stock
Common stock issued during the six months ended June 30 ,2000 was as follows:
<TABLE>
<S> <C> <C>
Common stock for services (1) 20,000 $ 21,200
Conversion of debt to equity (2) 500,000 $ 250,000
Issued for cash under Private Placement (3) 280,000 $ 140,000
</TABLE>
(1) The common stock issued for services was valued at the fair market value of
the common stock at the date of issuance.
5
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HEALTHBRIDGE, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
JUNE 30, 2000
(2) See Note 3.
(3) 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 six months ended June 30, 2000, Healthbridge raised
$140,000 and 280,000 units are due to be issued to subscribers.
Note 5. Warrants
Total warrants outstanding as of June 30, 2000, was 840,000.
Note 6. Commitments
In August 2000, Healthbridge entered into an agreement in principle with Valor
Invest, Ltd. to obtain up to $500,000 in working capital funds, interest at 7.5
percent per annum, due and payable in full on September 1, 2001.
6
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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. To date, we have not relied on revenues
for funding. For the next twelve months, we expect to generate minimal, if any,
revenues due to the early stage of our operations. As such, we have incurred
ongoing operating losses due to costs related to business development, legal
fees, salaries, consulting fees, and other costs associated with established the
corporate infrastructure necessary to develop the Redloc II system.
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 intend to raise capital through our private placement offering. As of August
4, 2000, we have raised $195,000 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. Our monthly operating costs
approximate $15,000. 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.
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.
7
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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 States, 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 six months ended June 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 .
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.
27 Financial Data Schedule.
8
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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 Cocarro
-----------------------------------
Nora Cocarro
President
Dated: August 14, 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.
9
