SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8


                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933


                              HEALTHBRIDGE, INC.
                   ----------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

                 Texas                                06-1538201
         --------------------                    --------------------
    (State or Other Jurisdiction of              (I.R.S. Employer
     Incorporation or Organization)               Identification No.)

      1818-1177 West Hastings Street, Vancouver, B.C., Canada   V6E 2K3
-------------------------------------------------------------------------------
             (Address of Principal Executive Offices)          (Zip Code)

                              Consulting Services
-------------------------------------------------------------------------------
                           (Full Title of the Plan)

 Lawyer's Aid Service, Inc., 408 West 17th Street, Suite 101, Austin, TX 78701
-------------------------------------------------------------------------------
                    (Name and Address of Agent For Service)

                                (512) 474-2002
-------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent For Service)


                        CALCULATION OF REGISTRATION FEE
===============================================================================
                                   Proposed       Proposed
     Title of                      Maximum        Maximum
    Securities       Amount        Offering       Aggregate     Amount of
      to be          to be          Price         Offering     Registration
    Registered     Registered      Per Share       Price           Fee
-------------------------------------------------------------------------------

   Common Stock      75,000          $.40         $30,000.00    $100.00 (1)

===============================================================================
(1) Calculated pursuant to Rule 457.


===============================================================================
<PAGE>
                                    PART I
                          INFORMATION REQUIRED IN THE
                           SECTION 10(A) PROSPECTUS


Item 1.  PLAN INFORMATION

     Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.

Item 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000 and the Form 10-QSB for the fiscal quarter ended
March 31, 2001.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any future Annual
or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is replaced or modified by a statement contained in a subsequently
dated document incorporated by reference or contained in this Registration
Statement.

Item 4.  DESCRIPTION OF SECURITIES

     Securities are registered under Section 12(g) of the Exchange Act.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS:

     Article 2.02-1 of the Texas Business Corporation Act (the "Act") provides
that a corporation may indemnify its present or former directors, officers,
employees, agents and other persons in accordance with the procedure contained
in the Act.

     The Company's Articles of Incorporation provide: "Each person who was or
is made a party to, or is threatened to be made a party to, or who was or is
made a nonparty witness or otherwise involved as a nonparty in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereafter a "proceeding") by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was or has agreed to become a director or officer of the corporation, or
is or was serving or has agreed to serve at the request of the corporation as a
director, officer, trustee, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such action, suit or
proceeding is alleged in an official capacity as a director, officer, employee,
agent or trustee or in any other capacity while serving as a director, officer,
employee, agent or trustee, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the TBCA (as the same now
exists or hereafter may be amended, but in the event of any such amendment only
to the extent that such amendment authorizes broader indemnification rights
than the TBCA permitted prior to such amendment) from and against any and all
liability, loss and expense (including attorneys' fees, judgments, fines, ERISA
excise taxes and penalties and amounts paid or to be paid in settlement)
actually and reasonably incurred or suffered by such person in connection with
such proceeding and any appeal therefrom and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and administrator of such person; provided that, except as provided in
Section 2 of this Article Fourteen, the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the corporation.  The right to
indemnification conferred in this Section 1 or this Article Fourteen shall be a
contract right and shall include the right to have the corporation pay the
expenses incurred in defending any such proceeding in advance of its final
disposition, any advance payments to be paid by the corporation shall be paid
within 30 calendar days after the receipt by the corporation of a statement or
statements from the claimant requesting such advance or advances from time to
time; provided, however, that, if and to the extent the TBCA requires, the
payment of such expenses incurred by a director or officer in such person's
capacity as a director or officer (and not in any other capacity) in advance of
the final disposition of a proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article
Fourteen or otherwise.  The corporation may, to the extent authorized from time
to time by the Board of Directors, grant rights to indemnification, and rights
to have the corporation pay the expenses incurred in defending any proceeding
in advance of its final disposition, to any employee or agent of the
corporation to the fullest extent of the provisions of this Article Fourteen
with respect to the indemnification and advancement of expenses of directors
and officers of the corporation."

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

Item 8.  EXHIBITS

     The following is a list of exhibits filed as part of the Registration
Statement:

      5.1     Opinion of Carmine J. Bua, ???, Esq. regarding the
              legality of the securities registered hereunder.

     23.1     Consent of Clancy & Co., PLLC,
              Certified Public Accountants.

     23.2     Consent of Counsel (included as part of Exhibit 5.1).

Item 9.  UNDERTAKINGS

     (a)      The undersigned registrant hereby undertakes:

              (1)   To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    registration statement:

                    (i)   To include any prospectus required by
                          Section 10(a)(3) of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective
                          amendment thereof) which, individually or in the
                          aggregate, represent a fundamental change in the
                          information set forth in the registration statement.
                          Notwithstanding the foregoing, any increase or
                          decrease in volume of securities offered (if the
                          total dollar value of securities offered would not
                          exceed that which was registered) and any deviation
                          from the low or high end of the estimated maximum
                          offering range may be reflected in the form of
                          prospectus filed with the Commission pursuant to
                          Rule 424(b) if, in the aggregate, the changes in
                          volume and price represent no more than a 20 percent
                          change in the maximum aggregate offering price set
                          forth in the "Calculation of Registration Fee" table
                          in the effective registration statement.

                    (iii) To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

              (2)   That, for the purpose of determining any liability under
                    the Securities Act of 1933, each such post-effective
                    amendment shall be deemed to be a new registration
                    statement relating to the securities offered therein, and
                    the offering of such securities at that time shall be
                    deemed to be the initial bona fide offering thereof.

              (3)   To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

     (b)      The undersigned registrant hereby undertakes that, for purposes
              of determining a liability under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to
              Section 13(a) or Section 15(d) of the Securities Exchange Act
              of 1934 (and, where applicable, each filing of an employee
              benefit plan's annual report pursuant to Section 15(d) of the
              Securities Exchange Act of 1934) that is incorporated by
              reference in the registration statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall
              be deemed to be the initial bona fide offering thereof.

     (c)      Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 may be permitted to directors, officers,
              and controlling persons of the registrant pursuant to the
              foregoing provisions, or otherwise, the registrant has been
              advised that in the opinion of the Securities and Exchange
              Commission such indemnification is against public policy as
              expressed in the Act and is, therefore, unenforceable.  In the
              event that a claim for indemnification against such liabilities
              (other than the payment by the registrant of expenses incurred or
              paid by a director, officer or controlling person of the
              registrant in the successful defense of any action, suit or
              proceeding) is asserted by such director, officer or controlling
              person in connection with the securities being registered, the
              registrant will, unless in the opinion of its counsel the matter
              has been settled by controlling precedent, submit to a court of
              appropriate jurisdiction the question whether such
              indemnification by it is against public policy as expressed in
              the Act and will be governed by the final adjudication of such
              issue.


===============================================================================
<PAGE>

                                  SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf of the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, on June 20, 2001.

                                       HEALTHBRIDGE, INC.



                                       BY:  /S/  NORA COCCARO
                                            ----------------------------
                                                 NORA COCCARO
                                                 President and
                                                 Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

     Signature                       Title                            Date
-------------------          ---------------------                -------------
/S/  NORA COCCARO            Chairman of the Board                June 20, 2001
-------------------          President, Chief
     NORA COCCARO            Executive Officer, and
                             Treasurer (Principal
                             Financial and Accounting
                             Officer) and Secretary

/S/  WILHEM LIESNER          Director                             June 20, 2001
-------------------
     WILHEM LIESNER


===============================================================================
<PAGE>

                               INDEX TO EXHIBITS


 Sequentially
Exhibit Number     Description
--------------     -----------
      5.1          Opinion of Carmine J. Bua, III, Esq.
                   regarding legality of the securities registered hereunder.

     23.1          Consent of Clancy & Co., PLLC, Certified Public Accountants.

     23.2          Consent of Counsel (included as part of Exhibit 5.1).
[{"type": "S-8", "sequence": "1", "filename": "healths8062001.txt", "description": "PREPARED BY:  MHUEBOTTER@HOTMAIL.COM", "secsgml_size_bytes": 16350}]
{"company-data": {"conformed-name": "HEALTHBRIDGE INC", "cik": "0001112064", "assigned-sic": "4953", "irs-number": "061538201", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63498", "film-number": "1664439"}, "business-address": {"street1": "1177 WEST HASTINGS ST #1818", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "V6E 2K3", "phone": "6046021717"}, "mail-address": {"street1": "1177 W HASTINGS ST #1818", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "V6E 2K3"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

                              HEALTHBRIDGE, INC.
                   ----------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

                 Texas                                06-1538201
         --------------------                    --------------------
    (State or Other Jurisdiction of              (I.R.S. Employer
     Incorporation or Organization)               Identification No.)

      1818-1177 West Hastings Street, Vancouver, B.C., Canada   V6E 2K3
-------------------------------------------------------------------------------
             (Address of Principal Executive Offices)          (Zip Code)

                              Consulting Services
-------------------------------------------------------------------------------
                           (Full Title of the Plan)

 Lawyer's Aid Service, Inc., 408 West 17th Street, Suite 101, Austin, TX 78701
-------------------------------------------------------------------------------
                    (Name and Address of Agent For Service)

                                (512) 474-2002
-------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent For Service)

                        CALCULATION OF REGISTRATION FEE
===============================================================================
                                   Proposed       Proposed
     Title of                      Maximum        Maximum
    Securities       Amount        Offering       Aggregate     Amount of
      to be          to be          Price         Offering     Registration
    Registered     Registered      Per Share       Price           Fee
-------------------------------------------------------------------------------

   Common Stock      75,000          $.40         $30,000.00    $100.00 (1)

===============================================================================
(1) Calculated pursuant to Rule 457.

===============================================================================
PART I
                          INFORMATION REQUIRED IN THE
                           SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION

     Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.

Item 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000 and the Form 10-QSB for the fiscal quarter ended
March 31, 2001.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any future Annual
or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is replaced or modified by a statement contained in a subsequently
dated document incorporated by reference or contained in this Registration
Statement.

Item 4.  DESCRIPTION OF SECURITIES

     Securities are registered under Section 12(g) of the Exchange Act.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS:

     Article 2.02-1 of the Texas Business Corporation Act (the "Act") provides
that a corporation may indemnify its present or former directors, officers,
employees, agents and other persons in accordance with the procedure contained
in the Act.

     The Company's Articles of Incorporation provide: "Each person who was or
is made a party to, or is threatened to be made a party to, or who was or is
made a nonparty witness or otherwise involved as a nonparty in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereafter a "proceeding") by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was or has agreed to become a director or officer of the corporation, or
is or was serving or has agreed to serve at the request of the corporation as a
director, officer, trustee, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such action, suit or
proceeding is alleged in an official capacity as a director, officer, employee,
agent or trustee or in any other capacity while serving as a director, officer,
employee, agent or trustee, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the TBCA (as the same now
exists or hereafter may be amended, but in the event of any such amendment only
to the extent that such amendment authorizes broader indemnification rights
than the TBCA permitted prior to such amendment) from and against any and all
liability, loss and expense (including attorneys' fees, judgments, fines, ERISA
excise taxes and penalties and amounts paid or to be paid in settlement)
actually and reasonably incurred or suffered by such person in connection with
such proceeding and any appeal therefrom and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and administrator of such person; provided that, except as provided in
Section 2 of this Article Fourteen, the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the corporation.  The right to
indemnification conferred in this Section 1 or this Article Fourteen shall be a
contract right and shall include the right to have the corporation pay the
expenses incurred in defending any such proceeding in advance of its final
disposition, any advance payments to be paid by the corporation shall be paid
within 30 calendar days after the receipt by the corporation of a statement or
statements from the claimant requesting such advance or advances from time to
time; provided, however, that, if and to the extent the TBCA requires, the
payment of such expenses incurred by a director or officer in such person's
capacity as a director or officer (and not in any other capacity) in advance of
the final disposition of a proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article
Fourteen or otherwise.  The corporation may, to the extent authorized from time
to time by the Board of Directors, grant rights to indemnification, and rights
to have the corporation pay the expenses incurred in defending any proceeding
in advance of its final disposition, to any employee or agent of the
corporation to the fullest extent of the provisions of this Article Fourteen
with respect to the indemnification and advancement of expenses of directors
and officers of the corporation."

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

Item 8.  EXHIBITS

     The following is a list of exhibits filed as part of the Registration
Statement:

      5.1     Opinion of Carmine J. Bua, ???, Esq. regarding the
              legality of the securities registered hereunder.

     23.1     Consent of Clancy & Co., PLLC,
              Certified Public Accountants.

     23.2     Consent of Counsel (included as part of Exhibit 5.1).

Item 9.  UNDERTAKINGS

     (a)      The undersigned registrant hereby undertakes:

              (1)   To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    registration statement:

                    (i)   To include any prospectus required by
                          Section 10(a)(3) of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective
                          amendment thereof) which, individually or in the
                          aggregate, represent a fundamental change in the
                          information set forth in the registration statement.
                          Notwithstanding the foregoing, any increase or
                          decrease in volume of securities offered (if the
                          total dollar value of securities offered would not
                          exceed that which was registered) and any deviation
                          from the low or high end of the estimated maximum
                          offering range may be reflected in the form of
                          prospectus filed with the Commission pursuant to
                          Rule 424(b) if, in the aggregate, the changes in
                          volume and price represent no more than a 20 percent
                          change in the maximum aggregate offering price set
                          forth in the "Calculation of Registration Fee" table
                          in the effective registration statement.

                    (iii) To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

              (2)   That, for the purpose of determining any liability under
                    the Securities Act of 1933, each such post-effective
                    amendment shall be deemed to be a new registration
                    statement relating to the securities offered therein, and
                    the offering of such securities at that time shall be
                    deemed to be the initial bona fide offering thereof.

              (3)   To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

     (b)      The undersigned registrant hereby undertakes that, for purposes
              of determining a liability under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to
              Section 13(a) or Section 15(d) of the Securities Exchange Act
              of 1934 (and, where applicable, each filing of an employee
              benefit plan's annual report pursuant to Section 15(d) of the
              Securities Exchange Act of 1934) that is incorporated by
              reference in the registration statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall
              be deemed to be the initial bona fide offering thereof.

     (c)      Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 may be permitted to directors, officers,
              and controlling persons of the registrant pursuant to the
              foregoing provisions, or otherwise, the registrant has been
              advised that in the opinion of the Securities and Exchange
              Commission such indemnification is against public policy as
              expressed in the Act and is, therefore, unenforceable.  In the
              event that a claim for indemnification against such liabilities
              (other than the payment by the registrant of expenses incurred or
              paid by a director, officer or controlling person of the
              registrant in the successful defense of any action, suit or
              proceeding) is asserted by such director, officer or controlling
              person in connection with the securities being registered, the
              registrant will, unless in the opinion of its counsel the matter
              has been settled by controlling precedent, submit to a court of
              appropriate jurisdiction the question whether such
              indemnification by it is against public policy as expressed in
              the Act and will be governed by the final adjudication of such
              issue.

===============================================================================
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf of the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, on June 20, 2001.

                                       HEALTHBRIDGE, INC.

                                       BY:  /S/  NORA COCCARO
                                            ----------------------------
                                                 NORA COCCARO
                                                 President and
                                                 Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

     Signature                       Title                            Date
-------------------          ---------------------                -------------
/S/  NORA COCCARO            Chairman of the Board                June 20, 2001
-------------------          President, Chief
     NORA COCCARO            Executive Officer, and
                             Treasurer (Principal
                             Financial and Accounting
                             Officer) and Secretary

/S/  WILHEM LIESNER          Director                             June 20, 2001
-------------------
     WILHEM LIESNER

===============================================================================
INDEX TO EXHIBITS

 Sequentially
Exhibit Number     Description
--------------     -----------
      5.1          Opinion of Carmine J. Bua, III, Esq.
                   regarding legality of the securities registered hereunder.

     23.1          Consent of Clancy & Co., PLLC, Certified Public Accountants.

     23.2          Consent of Counsel (included as part of Exhibit 5.1).