10-Q

U.S. Securities and Exchange Commission

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

(Mark One)

x  Quarterly Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2014

o  Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act

For the transition period from N/A to N/A

____________________

Commission File No. 000-51697

____________________

Bridgetech Holdings International, Inc.

(Name of small business issuer as specified in its charter)

Delaware	21-1992090
State of Incorporation	IRS Employer Identification No.

2705 Garnet Avenue, Suite 2A, San Diego, CA  92109

(Address of principal executive offices)

(858) 847-9090

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:

None

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

Common Stock, $0.001 par value per share

(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [_] No [X]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non–accelerated filer. See definition of “accelerated filer large accelerated filer” and “Smaller reporting company” in Rule 12b–2 of the Exchange Act. (Check one):

Large accelerated filer  ¨                    Accelerated filer  ¨                    Non–Accelerated filer  ¨ Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).  Yes  x    No  ¨

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes [_] No [X ]

As of February 3, 2015, there were 97,937,044 shares of the Registrant's common stock issued and outstanding.

Transitional Small Business Disclosure Format Yes  o    No   [X]

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BRIDGETECH HOLDINGS INTERNATIONAL, INC.

INDEX TO FORM 10-Q FILING

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

TABLE OF CONTENTS

		Page Numbers
PART I - FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited)	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 1a	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other information	17
Item 6.	Exhibits	17

CERTIFICATIONS
	Exhibit 31 – Management certification
	Exhibit 32 – Sarbanes-Oxley Act

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PART I – FINANCIAL INFORMATION

Item 1. Interim Consolidated Financial Statements and Notes to Interim Consolidated Financial Statements

As used in the footnotes to these financial statements, “we”, “us”, “our”, “Bridgetech International Holdings, Inc.”, “Bridgetech”, “Company” or “our company” refers to Bridgetech International Holdings, Inc. and all of its subsidiaries.

General

The accompanying interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q.  Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles.  Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2013.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.   Operating results for the three months and nine ended September 30, 2014 are not necessarily indicative of the results that can be expected for the year ending December 31, 2014.

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BRIDGETECH HOLDINGS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
	September 30,			December 31,
	2014			2013
				(audited)
Cash	$	15		$	116
TOTAL ASSETS	$	15		$	116
LIABILITES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accrued interest		24,130		$	501,426
Accrued interest - related party		32,325			19,703
Convertible notes payable		53,000			1,153,000
Revolving line of credit - related party		307,682			210,932
Total liabilities		417,137			1,885,061
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT:
Series A 8% cumulative convertible preferred stock, $.002 par value
10,000,000 shares authorized, 100,000 issued and outstanding		$200			$200
Common stock, $.001 par value, 100,000,000 shares authorized;
97,937,044 shares issued and outstanding		97,937			97,937
Additional paid-in capital		51,551,601			51,551,601
Accumulated deficit		(52,066,860	)		(53,534,683	)
Total stockholders' deficit		(417,122	)		(1,884,945	)
LIABILITIES AND STOCKHOLDERS' DEFICIT	$	15		$	116
The accompanying notes are an integral part of these unaudited consolidated financial statements.

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BRIDGETECH HOLDINGS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
(Unaudited)
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
OPERATING EXPENSES:
General and administrative expenses	$	32,316		$	97,623		$	96,851		$	239,491
Total operating expenses		32,316			97,623			96,851			239,491
OPERATING LOSS		(32,316	)		(97,623	)		(96,851	)		(239,491	)
OTHER INCOME (EXPENSE):
Other income		-			11,686			-			24,179
Interest expense		(5,322	)		(114,168	)		(35,629	)		(332,476	)
Gain on exstinguisment of debt		-			-			1,600,303			-
TOTAL OTHER INCOME (EXPENSES)		(5,322	)		(102,482	)		1,564,674			(308,297	)
NET INCOME (LOSS)	$	(37,638	)	$	(200,105	)	$	1,467,823		$	(547,788	)
NET INCOME (LOSS) PER COMMON SHARE:
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	0.01		$	(0.01	)
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING:
Basic and Diluted		97,937,044			97,937,044			97,937,044			97,937,044
The accompanying notes are an integral part of these unaudited consolidated financial statements.

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BRIDGETECH HOLDINGS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
(Unaudited)
	For the Nine Months Ended
	September 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,467,823		$	(547,788	)
Adjustments to reconcile net loss to net cash
from operating activities:
Gain on the sale of E-Cash stock		-			(24,179	)
Gain on exstinguishment of debt		(1,600,303	)		-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		-			119,972
Accrued interest - related party		12,622			10,767
Accrued interest		23,007			321,709
Net cash used in operating activities		(96,851	)		(119,519	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of investment		-			24,179
Net cash provided by investing activities		-			24,179
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of line of credit - related party		-			(24,179	)
Line of credit - related party		96,750			119,757
Net cash provided by financing activities		96,750			95,578
NET CHANGE IN CASH		(101	)		238
CASH, BEGINNING OF PERIOD		116			-
CASH, END OF PERIOD	$	15		$	238
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
The accompanying notes are an integral part of these unaudited consolidated financial statements.

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BRIDGETECH HOLDINGS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(Unaudited)

NOTE 1 – BUSINESS AND NATURE OF OPERATIONS AND GOING CONCERN

Bridgetech Holdings International, Inc. (the “Company”) was a company previously focused primarily on the business of facilitating the transfer of medical drugs, devices and diagnostics from the United States to China and other international locations. We are no longer in this business. The entity that is the original predecessor of the Company was originally incorporated in Delaware on June 4, 1991. As of January 1, 2009, the Company ceased operations of its medical imaging business and discontinued operations of all of the its business activity including those of its wholly-owned subsidiaries, Parentech, Inc., Retail Pilot, Inc.,  International MedLink, Inc., and Clarity Imaging International, Inc. as well Amcare (67% held by the Company). The Company currently has no operations. As of the date hereof, the Company has not been successful in any of its prior business operations.

On August 1, 2014, the Company formed Global Seafood AC Corporation.

Global Seafood A.C. was established as a wholly owned subsidiary to develop and pursue a Strategy to participate in the International Seafood Industry, taking advantage of the current ongoing consolidation in the overall food industry. We intend to enter the industry through the acquisition of a recognized industry player that brings with it, the ‘industry infrastructure’ to establish an immediate presence in the market.  There is no guarantee that the financing to accomplish this can be procured. There have been no operations from inception to September 30, 2014.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplates continuation of the Company as a going concern.  However, the Company has a working capital deficit, has limited cash on hand, is in default of its outstanding debt agreements, and has not generated revenues for years. During the nine months ended September 30, 2014 and 2013, the Company incurred a net income of $1,467,823 (primarily through the extinguishment of debt) and a net loss of $547,788, respectively, and at September 30, 2014 had an accumulated deficit of $52,066,860.  There were no revenues. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

Bankruptcy Filing

On July 6, 2011, the Company and all of its U.S. subsidiaries (the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of California, which were being jointly administered under Case # 11-11264-PB11.  Management's decision to initiate the bankruptcy filing was in response to, among other things, the Company’s deteriorating liquidity and management's conclusion that the challenges of successfully implementing additional financing initiatives and of obtaining necessary cost concessions from the Company’s creditors, was negatively impacting our Company’s ability to implement any turnaround strategy. On June 5, 2012, the Court dismissed the bankruptcy proceeding. The Bankruptcy was dismissed since the Company was unable to find a suitable merger partner to obtain a successful reorganization.

NOTE 2 – NOTES PAYABLE AND RELATED PARTIES DEBT

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Notes payable consist of the following as of September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013
Unsecured convertible notes payable (promissory notes from unrelated third parties bearing interest at 8%; all are in default)	$	53,000	$	1,153,000
Secured line of credit – related parties at 8% interest rate due December 31, 2013; in default		307,682		210,932
Total of Notes Payable	$	360,682	$	1,363,932

On August 10, 2012, the Company converted an advance from shareholders to a promissory note agreement with a related note holder at 8% interest rate.  The promissory note is due on December 31, 2013 and is secured by all of the assets of the Company such as intellectual property, trademarks, formulations, and all equipment. During the nine months ended September 30, 2014, the Company received proceeds of $96,750. The balance of this note at September 30, 2014 was $307,682.    

At any time prior to the payment in full of the entire balance of the convertible notes payable, the holders have the option of converting all or any portion of the unpaid balance of the convertible notes payable and any related accrued interest into shares of the Company’s common stock at conversion prices ranging from $0.25 to $1.50 per share, subject to adjustment upon certain events. The conversion price was based on the market price at the time of issuance of the convertible notes. The Company evaluated the terms of the convertible notes payable and concluded that none of the convertible notes payable had an embedded derivative; however, the Company concluded that certain convertible notes payable contained beneficial conversion features, since the convertible notes payable were convertible into shares of Company common stock at a discount to the market value of the common stock at the time of issuance. The discounts related to the beneficial conversion features were valued at approximately $2.0 million for 2006, $2.2 million for 2007, and $0 for 2008, 2009 and 2010 based on the intrinsic values of the discounts. The discounts were fully amortized at December 31, 2008 due to the short-term nature of the convertible notes payable (all notes had maturity dates prior to December 31, 2008).

During the nine months ended September 30, 2014, the Company conducted analysis on past due notes payable to creditors, and determined that the statute of limitations for certain notes has elapsed. Therefore the decrease in balance for unsecured convertible notes payable was written off as a gain on early extinguishment of debt. See note 3.

For the notes that are still outstanding as of September 30, 2014, all notes are in default and there is currently no plan for repayment of these obligations.

NOTE 3 – DEBT MITIGATION PROGRAM

The Company has significant liabilities. In order to attract potential capital, the Company has conducted an analysis of past due obligations to creditors. We determined that the statute of limitations for certain of our creditors to enforce collection of any amounts they might be owed has now elapsed. We also obtained waivers on certain liabilities wherein the creditors waived the right to collect any amounts them might be owed.  Based on our determinations and findings, during the year ended December 31, 2013, we have eliminated $9,795,641 in creditor liabilities which were all previously included in current liabilities in the balance sheet. During the

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nine months ended September 30, 2014, the Company conducted an analysis going forward and eliminated obligations when such obligations are no longer enforceable based on applicable law in the amount of $1,600,303.

The following liabilities, as received from the Company, could be determined by the Company as unenforceable.

	September 30, 2014			December 31, 2013
Debt Mitigation Program:
Accounts payable and accrued expenses	$	500,303		$	2,129,832
Accrued expenses related party		-			1,039,724
Accrued interest on notes		-			1,841,705
Unsecured convertible notes payable (promissory notes from unrelated third parties bearing interest at 8%; all are in default)		1,100,000			4,222,869
Unsecured notes payable to related parties bearing no interest and due on demand		-			561,511
Total debt mitigation program	$	1,600,303		$	$9,795,641
Gain on extinguishment of debt	$	(1,600,303	)	$	(8,194,406	)
Re-classification to additional paid in capital (related parties)	$	(-	)	$	(1,601,235	)
Total liabilities written off	$	(1,600,303	)	$	(9,795,641	)

NOTE 4 – EQUITY

Warrants

The Company has the following warrants outstanding and exercisable as of September 30, 2014:

	Warrants	Exercise	Expiration
Date issued	Issued	Price	Date
December 23, 2006	240,000	$1.50	None

The outstanding warrants at September 30, 2014 have no intrinsic value and no expiration date.

Stock Option Plans

The Company has two stock option plans: the 2001 Stock Option Plan (the “2001 Plan”) and the 2005 Stock Option Plan (the “2005 Plan”). There are currently no options outstanding under the 2001 Plan or the 2005 Plan, and 5,000,000 and 5,000,000 options remain available for future issuance under the 2001 Plan and 2005 Plan, respectively. The Company does not intend to grant any more options under the 2001 Plan. The Company’s 2005 Plan provides for the grant of options to purchase up to 5,000,000 shares of the Company’s common stock at consideration to be determined from time-to-time by the Company’s Board of Directors.

*  *  *  *  *  *

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated interim financial statements and the accompanying related notes included in this quarterly report and our audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission.

Forward Looking Statements — Cautionary Language

Certain statements made in these documents and in other written or oral statements made by Bridgetech Holdings International, Inc. or on Bridgetech Holdings International, Inc.’s behalf are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: "believe", "anticipate", "expect", "estimate", "project", "will", "shall" and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, trends in our businesses, prospective products, future performance or financial results. Bridgetech Holdings International, Inc. claims the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.  Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described in this filing.  The risks included herein are not exhaustive. This quarterly report on Form 10-Q, as with quarterly reports on Form 10-Q and Form 10-K, current reports on Form 8-K and other documents filed with the SEC include additional factors which could impact Bridgetech Holdings International, Inc.'s business and financial performance. Moreover, Bridgetech Holdings International, Inc. operates in a rapidly changing and competitive environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors. Further, it is not possible to assess the impact of all risk factors on Bridgetech Holdings International, Inc.'s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, Bridgetech Holdings International, Inc. disclaims any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of the report.

PART I

As used in this annual report, “we”, “us”, “our”, “Bridgetech”, “Bridgetech Holdings” or “our company” refers to Bridgetech Holdings International, Inc. and all of its subsidiaries.

ITEM 1.  BUSINESS.

Except for historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties.  Such forward-looking statements include, but are not limited to, statements regarding future events and the Company’s plans and expectations.  Actual results could differ materially from those discussed herein.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Form 10-Q or incorporated herein by reference, including those set forth in Management's Discussion and Analysis of Financial Condition and Results of Operations.

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Overview

Our company, Bridgetech Holdings International, Inc. was a company focused primarily on the business of facilitating the transfer of medical drugs, devices and diagnostics from the United States to China and other international locations. We are no longer in this business.

Other than as set out in this quarterly report, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Corporate History

The entity that is the original predecessor of our company  was originally incorporated in Delaware on June 4, 1991. From 1991 through 2002, this predecessor, which was originally named “Huggie Heart, Inc.,” engaged in several different businesses, a merger and several similar corporate transactions, and changed our name several times. In November 2002, this entity acquired Parentech, Inc., a Delaware corporation, and changed our name to “Parentech, Inc.”.  This business, however, generated only minimal revenues and could not support the Company’s ongoing operations. By the end of 2004, our management had begun to wind down our operations.

In February 2005, we merged with Bridgetech Holdings International, Inc. under the laws of the State of Florida (“Old Bridgetech”) and changed our name to “Bridgetech Holdings International, Inc.

We are not actively developing this business and have ceased operations of all other businesses conducted by Parentech, Inc. prior to the transaction with Old Bridgetech. As of January 1, 2009, we ceased operations of our medical imaging business and discontinued operations of all of the companies activity including of Retail Pilot, Inc., MedLink International, Inc. and Clarity Imaging International, Inc.

Future Strategies Acquisitions

We are now a company with no operations. As of the date hereof, we have not been successful in any of our prior business operations.

Historically, we were able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately.

During the year ended December 31, 2013 and through the initial quarter of 2014, our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.

We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing

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necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company.. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We may seek a business opportunity with entities whom have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity or whether the opportunity's operations will be profitable.

If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.

Other than as set out herein, we have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.

On July 6, 2011, our Company and all of our U.S. subsidiaries (the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of California (the “Bankruptcy Court”), which are being jointly administered under Case # 11-11264-PB11.   As a result of the Court dismissing the bankruptcy proceeding on June 5, 2012, these liabilities are now reported based on the nature of the liability.

THERE CAN BE NO ASSURANCES THAT NEGOTIATIONS WITH ANY PROSPECTIVE BUSINESS, INCLUDING BUT NOT LIMITED TO THE ENTITIES DISCUSSED ABOVE, WILL RESULT IN A MERGER WITH OUR COMPANY OR THAT SUCH MERGER WILL RESULT IN PROFITABILITY.

Global Seafood AC Corporation

On August 1, 2014, we formed Global Seafood AC Corporation.

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GlobalSeafood A.C. was established as a wholly owned subsidiary to develop and pursue a Strategy to participate in the International Seafood Industry, taking advantage of the current ongoing consolidation in the overall food industry. We intend to enter the industry through the acquisition of a recognized industry player that brings with it, the ‘industry infrastructure’ to establish an immediate presence in the market.  There is no guarantee that the financing to accomplish this can be procured.  

Critical Accounting Policies

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period.  Management evaluates these estimates and assumptions on a regular basis.  Actual results could differ from those estimates.

RESULTS OF OPERATIONS

We presently have no operations but our plan of operation is to identify and merge with a potential merger candidate/candidates to create new shareholder value and reestablish our Company going forward.

Three Months Ended September 30, 2014, Compared to Three Months Ended September 30, 2013.

General and administrative expenses (“SG&A”) totaled $32,316 for the three months ended September 30, 2014, compared to $97,623 for the three months ended September 30, 2013. SG&A costs in 2014 and 2013 include the salary of our sole officer and director, and rent expense.

Other income was $0 and $11,686 for the three months ended September 30, 2014 and 2013. Other income was from the sale of E-Cash stock that was fully impaired in a prior year.

Interest expense was $5,322 for the three months ended September 30, 2014, compared to $114,168 for the three months ended September 30, 2013. Interest expense includes accrued and unpaid interest on our debt. The decrease in interest expenses is because the Company mitigated its debt obligations during prior year and the first six months for 2014. See note 3.

Nine Months Ended September 30, 2014, Compared to Nine Months Ended September 30, 2013.

General and administrative expenses (“SG&A”) totaled $96,851 for the nine months ended September 30, 2014, compared to $239,491 for the nine months ended September 30, 2013. SG&A costs in 2014 and 2013 include the salary of our sole officer and director, and rent expense.

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Other income was $0 for the nine months ended September 30, 2014, compared to $24,179 for the nine months ended September 30, 2013. Other income was from the sale of E-Cash stock that was fully impaired in a prior year.

Interest expense was $35,629 for the nine months ended September 30, 2014, compared to $332,476 for the nine months ended September 30, 2013. Interest expense includes accrued and unpaid interest on our debt. Interest expense includes accrued and unpaid interest on our debt. The decrease in interest expenses is because the Company mitigated its debt obligations during prior year and the first six months for 2014. See note 3.

LIQUIDITY AND CAPITAL RESOURCES

We currently have a total accumulated deficit of $52,066,860 as of September 30, 2014, current assets of $15, and current liabilities of $417,137 as of September 30, 2014. We are currently in default on all of our debt and have been unable to raise the capital to pay such notes. Should the note holders call their notes, we would be unable to pay them.

We do not presently generate any revenue to fund the planned development of our business. In order to develop our business plan, we will require funds for working capital.  We do not presently have any firm commitments for additional working capital and there are no assurances that such capital will be available to us when needed or upon terms and conditions which are acceptable to us. If we are able to secure additional working capital through the sale of equity securities, the ownership interests of our current stockholders will be diluted. If we raise additional working capital through the issuance of debt our future interest expense will increase. We are currently in default on our all of our outstanding debt to unrelated third parties and have been unable to raise the capital to pay such notes. Should the debt holders call their notes, we would be unable to pay them.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of our company as a going concern.  However, we have a working capital deficit and have not generated revenues for years. During the three months ended September 30, 2014, we incurred a net loss of $37,638 and for nine months ended September 30, 2014, the net gain was $1,467,823 (primarily through the extinguishment of debt).  At September 30, 2014 we have an accumulated deficit of $52,066,860.  These factors raise substantial doubt about the ability of our company to continue as a going concern.  We are dependent upon funds from private investors and the support of certain stockholders. There is no assurance that we will be successful in raising additional capital. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.  We filed a Chapter 11 Bankruptcy on July 6, 2011 in the Southern District of California (Case # 11-11264-11).  On June 5, 2012, the Court dismissed the Bankruptcy proceeding.

Patents and Trademarks

We do not own any patents or trademarks.

Employees

We currently have no employees other than our sole officer and director. We expect to use consultants, attorneys and accountants as necessary, and do not anticipate a need to engage any full-time employees.

Research and Development

We have incurred $Nil in research and development expenditures over the last two fiscal years.

14

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K,  and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

15

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold any derivative instruments and do not engage in any hedging activities. We have no business activity as of the nine-month period ended September 30, 2014.

ITEM 4.  CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our Chief Executive Officer and Principal Accounting Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Principal Accounting Officer concluded as of September 30, 2014, that our disclosure controls and procedures were not effective such that the information required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management, that as of September 30, 2014, our disclosure controls and procedures were not effective due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting as reported in our Form 10-K for the year ended December 31, 2013.

b) Changes in Internal Control over Financial Reporting.

During the nine months ended September 30, 2014, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

The Company filed a Chapter 11 Bankruptcy on July 6, 2011 in the Southern District of California (Case # 11-11264-11).  On June 5, 2012, the Court dismissed the Bankruptcy proceeding.

ITEM 1A. - RISK FACTORS

Not required under Regulation S-K for “smaller reporting companies.”

16

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

There were continuing defaults upon senior securities during the nine months ended September 30, 2014.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.  OTHER INFORMATION

There is no information with respect to which information is not otherwise called for by this form.

ITEM 6.  EXHIBITS

3.1	Articles of Incorporation (1)
3.2	Amendments to Articles of Incorporation (1)
3.1	Bylaws of the Corporation (1)

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act(2)
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.(2)
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.(2)
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.(2)

(1) Incorporated by reference to exhibit 3(i) to the Company's Form 10-SB/12g filed on February 13, 2008.

(2) Filed herein

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant Date: February 4, 2015	Bridgetech Holdings International, Inc. By: /s/ Scott Landow
	Scott Landow
	Chairman, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer

18

EX-31.1

Exhibit 31.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934

--------------------------------------------------------------------

I, Scott Landow, certify that: 

1. I have reviewed this Quarterly report on Form 10-Q of Bridgetech Holdings International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Registrant Date: February 4, 2015	Bridgetech Holdings International, Inc. By: /s/ Scott Landow
	Scott Landow
	Chairman, Chief Executive Officer (Principal Executive Officer, Principal Financial Officer)

EX-31.2

Exhibit 31.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934

--------------------------------------------------------------------

I, Scott Landow, certify that: 

1. I have reviewed this Quarterly report on Form 10-Q of Bridgetech Holdings International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Registrant Date: February 4, 2015	Bridgetech Holdings International, Inc. By: /s/ Scott Landow
	Scott Landow
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bridgetech Holdings International, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, That to the best of my knowledge:

(1)           The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Registrant Date: February 4, 2015	Bridgetech Holdings International, Inc. By: /s/ Scott Landow
	Scott Landow
	Chairman, Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bridgetech Holdings International, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002,

That to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Registrant Date: February 4, 2015	Bridgetech Holdings International, Inc. By: /s/ Scott Landow
	Scott Landow
	(Principle Financial Officer)

XML

Note 4 - Equity

9 Months Ended

Sep. 30, 2014

Notes

Note 4 - Equity

 

NOTE 4 – EQUITY

Warrants

The Company has the following warrants outstanding and exercisable as of September 30, 2014:

	Warrants	Exercise	Expiration
Date issued	Issued	Price	Date
December 23, 2006	240,000	$1.50	None

The outstanding warrants at September 30, 2014 have no intrinsic value and no expiration date.

Stock Option Plans

The Company has two stock option plans: the 2001 Stock Option Plan (the “2001 Plan”) and the 2005 Stock Option Plan (the “2005 Plan”). There are currently no options outstanding under the 2001 Plan or the 2005 Plan, and 5,000,000 and 5,000,000 options remain available for future issuance under the 2001 Plan and 2005 Plan, respectively. The Company does not intend to grant any more options under the 2001 Plan. The Company’s 2005 Plan provides for the grant of options to purchase up to 5,000,000 shares of the Company’s common stock at consideration to be determined from time-to-time by the Company’s Board of Directors.

XML

Note 3 - Debt Mitigation Program

9 Months Ended

Sep. 30, 2014

Notes

Note 3 - Debt Mitigation Program

NOTE 3 – DEBT MITIGATION PROGRAM

The Company has significant liabilities. In order to attract potential capital, the Company has conducted an analysis of past due obligations to creditors. We determined that the statute of limitations for certain of our creditors to enforce collection of any amounts they might be owed has now elapsed. We also obtained waivers on certain liabilities wherein the creditors waived the right to collect any amounts them might be owed.  Based on our determinations and findings, during the year ended December 31, 2013, we have eliminated $9,795,641 in creditor liabilities which were all previously included in current liabilities in the balance sheet. During the nine months ended September 30, 2014, the Company conducted an analysis going forward and eliminated obligations when such obligations are no longer enforceable based on applicable law in the amount of $1,600,303.

The following liabilities, as received from the Company, could be determined by the Company as unenforceable.

	September 30, 2014	December 31, 2013
Debt Mitigation Program:
Accounts payable and accrued expenses	$500,303	$2,129,832
Accrued expenses related party	-	1,039,724
Accrued interest on notes	-	1,841,705
Unsecured convertible notes payable (promissory notes from unrelated third parties bearing interest at 8%; all are in default)	1,100,000	4,222,869
Unsecured notes payable to related parties bearing no interest and due on demand	-	561,511
Total debt mitigation program	$1,600,303	$$9,795,641
Gain on extinguishment of debt	$(1,600,303)	$(8,194,406)
Re-classification to additional paid in capital (related parties)	$(-)	$(1,601,235)
Total liabilities written off	$(1,600,303)	$(9,795,641)

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Assets
Cash	$ 15	$ 116
TOTAL ASSETS	15	116
CURRENT LIABILITIES:
Accrued interest	24,130	501,426
Accrued interest - related party	32,325	19,703
Convertible notes payable	53,000	1,153,000
Revolving line of credit - related party	307,682	210,932
Total liabilities	417,137	1,885,061
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Series A 8% cumulative convertible preferred stock, $.002 par value 10,000,000 shares authorized, 100,000 issued and outstanding	200	200
Common stock, $.001 par value, 100,000,000 shares authorized; 97,937,044 shares issued and outstanding	97,937	97,937
Additional paid-in capital	51,551,601	51,551,601
Accumulated deficit	(52,066,860)	(53,534,683)
Total stockholders' deficit	(417,122)	(1,884,945)
LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 15	$ 116

XML

Note 1 - Business and Nature of Operations and Going Concern

9 Months Ended

Sep. 30, 2014

Notes

Note 1 - Business and Nature of Operations and Going Concern

NOTE 1 – BUSINESS AND NATURE OF OPERATIONS AND GOING CONCERN

Bridgetech Holdings International, Inc. (the “Company”) was a company previously focused primarily on the business of facilitating the transfer of medical drugs, devices and diagnostics from the United States to China and other international locations. We are no longer in this business. The entity that is the original predecessor of the Company was originally incorporated in Delaware on June 4, 1991. As of January 1, 2009, the Company ceased operations of its medical imaging business and discontinued operations of all of the its business activity including those of its wholly-owned subsidiaries, Parentech, Inc., Retail Pilot, Inc.,  International MedLink, Inc., and Clarity Imaging International, Inc. as well Amcare (67% held by the Company). The Company currently has no operations. As of the date hereof, the Company has not been successful in any of its prior business operations.

On August 1, 2014, the Company formed Global Seafood AC Corporation.

Global Seafood A.C. was established as a wholly owned subsidiary to develop and pursue a Strategy to participate in the International Seafood Industry, taking advantage of the current ongoing consolidation in the overall food industry. We intend to enter the industry through the acquisition of a recognized industry player that brings with it, the ‘industry infrastructure’ to establish an immediate presence in the market.  There is no guarantee that the financing to accomplish this can be procured. There have been no operations from inception to September 30, 2014.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplates continuation of the Company as a going concern.  However, the Company has a working capital deficit, has limited cash on hand, is in default of its outstanding debt agreements, and has not generated revenues for years. During the nine months ended September 30, 2014 and 2013, the Company incurred a net income of $1,467,823 (primarily through the extinguishment of debt) and a net loss of $547,788, respectively, and at September 30, 2014 had an accumulated deficit of $52,066,860.  There were no revenues. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

Bankruptcy Filing

On July 6, 2011, the Company and all of its U.S. subsidiaries (the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of California, which were being jointly administered under Case # 11-11264-PB11.  Management's decision to initiate the bankruptcy filing was in response to, among other things, the Company’s deteriorating liquidity and management's conclusion that the challenges of successfully implementing additional financing initiatives and of obtaining necessary cost concessions from the Company’s creditors, was negatively impacting our Company’s ability to implement any turnaround strategy. On June 5, 2012, the Court dismissed the bankruptcy proceeding. The Bankruptcy was dismissed since the Company was unable to find a suitable merger partner to obtain a successful reorganization.

XML

Note 2 - Notes Payable and Related Parties Debt

9 Months Ended

Sep. 30, 2014

Notes

Note 2 - Notes Payable and Related Parties Debt

NOTE 2 – NOTES PAYABLE AND RELATED PARTIES DEBT

Notes payable consist of the following as of September 30, 2014 and December 31, 2013:

	September 30, 2014	December 31, 2013
Unsecured convertible notes payable (promissory notes from unrelated third parties bearing interest at 8%; all are in default)	$53,000	$1,153,000
Secured line of credit – related parties at 8% interest rate due December 31, 2013; in default	307,682	210,932
Total of Notes Payable	$360,682	$1,363,932

On August 10, 2012, the Company converted an advance from shareholders to a promissory note agreement with a related note holder at 8% interest rate.  The promissory note is due on December 31, 2013 and is secured by all of the assets of the Company such as intellectual property, trademarks, formulations, and all equipment. During the nine months ended September 30, 2014, the Company received proceeds of $96,750. The balance of this note at September 30, 2014 was $307,682.    

At any time prior to the payment in full of the entire balance of the convertible notes payable, the holders have the option of converting all or any portion of the unpaid balance of the convertible notes payable and any related accrued interest into shares of the Company’s common stock at conversion prices ranging from $0.25 to $1.50 per share, subject to adjustment upon certain events. The conversion price was based on the market price at the time of issuance of the convertible notes. The Company evaluated the terms of the convertible notes payable and concluded that none of the convertible notes payable had an embedded derivative; however, the Company concluded that certain convertible notes payable contained beneficial conversion features, since the convertible notes payable were convertible into shares of Company common stock at a discount to the market value of the common stock at the time of issuance. The discounts related to the beneficial conversion features were valued at approximately $2.0 million for 2006, $2.2 million for 2007, and $0 for 2008, 2009 and 2010 based on the intrinsic values of the discounts. The discounts were fully amortized at December 31, 2008 due to the short-term nature of the convertible notes payable (all notes had maturity dates prior to December 31, 2008).

During the nine months ended September 30, 2014, the Company conducted analysis on past due notes payable to creditors, and determined that the statute of limitations for certain notes has elapsed. Therefore the decrease in balance for unsecured convertible notes payable was written off as a gain on early extinguishment of debt. See note 3.

For the notes that are still outstanding as of September 30, 2014, all notes are in default and there is currently no plan for repayment of these obligations.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	97,937,044	97,937,044
Common Stock, shares outstanding	97,937,044	97,937,044
Preferred Stock Series A, par or stated value	$ 0.002	$ 0.002
Preferred Stock Series A, shares authorized	10,000,000	10,000,000
Preferred Stock Series A, shares issued	100,000	100,000
Preferred Stock Series A, shares outstanding	100,000	100,000
Debt Instrument, Interest Rate, Stated Percentage	8.00%	8.00%

XML

Note 3 - Debt Mitigation Program: Schedule of Debt (Details) (USD $)	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Total debt mitigation program	$ 1,600,303		$ 9,795,641
Gain on extinguishment of debt	(1,600,303)	0	(8,194,406)
Re-classification to additional paid-in capital	0		1,601,235
Unsecured Convertible Notes (Promissory Notes From Unrelated Third Parties Bearing Interest At 8%)
Total debt mitigation program	1,100,000		4,222,869
Unsecured Notes Payable To related parties Bearing No Interest And Due On Demand
Total debt mitigation program	0		561,511
Accounts Payable and Accrued Liabilities
Total debt mitigation program	500,303		2,129,832
Accrued Expenses Related Party
Total debt mitigation program	0		1,039,724
Accrued Interest on Notes
Total debt mitigation program	$ 0		$ 1,841,705

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Feb. 03, 2015
Document and Entity Information:
Entity Registrant Name	BRIDGETECH HOLDINGS INTERNATIONAL INC
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001344736
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		97,937,044
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Entity Incorporation, Date of Incorporation	Jun. 04, 1991

XML

Note 4 - Equity: Schedule of Warrants Outstanding (Details) (Warrant, USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 23, 2006
Warrant
Issue Date	Dec. 23, 2006
Warrants Issued		240,000
Exercise Price		$ 1.50

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
OPERATING EXPENSES:
General and administrative expenses	$ 32,316	$ 97,623	$ 96,851	$ 239,491
Total operating expenses	32,316	97,623	96,851	239,491
OPERATING LOSS	(32,316)	(97,623)	(96,851)	(239,491)
OTHER INCOME (EXPENSE):
Other income		11,686		24,179
Interest expense	(5,322)	(114,168)	(35,629)	(332,476)
Gain on extinguishment of debt			1,600,303	0
TOTAL OTHER INCOME (EXPENSES)	(5,322)	(102,482)	1,564,674	(308,297)
NET INCOME (LOSS)	$ (37,638)	$ (200,105)	$ 1,467,823	$ (547,788)
NET INCOME (LOSS) PER COMMON SHARE:
Basic and Diluted	$ 0.00	$ 0.00	$ 0.01	$ (0.01)
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING:
Basic and Diluted	97,937,044	97,937,044	97,937,044	97,937,044

XML

Note 4 - Equity (Tables)

9 Months Ended

Sep. 30, 2014

Tables/Schedules

Schedule of Warrants Outstanding

	Warrants	Exercise	Expiration
Date issued	Issued	Price	Date
December 23, 2006	240,000	$1.50	None

XML

Note 3 - Debt Mitigation Program (Tables)

9 Months Ended

Sep. 30, 2014

Tables/Schedules

Schedule of Debt

	September 30, 2014	December 31, 2013
Debt Mitigation Program:
Accounts payable and accrued expenses	$500,303	$2,129,832
Accrued expenses related party	-	1,039,724
Accrued interest on notes	-	1,841,705
Unsecured convertible notes payable (promissory notes from unrelated third parties bearing interest at 8%; all are in default)	1,100,000	4,222,869
Unsecured notes payable to related parties bearing no interest and due on demand	-	561,511
Total debt mitigation program	$1,600,303	$$9,795,641
Gain on extinguishment of debt	$(1,600,303)	$(8,194,406)
Re-classification to additional paid in capital (related parties)	$(-)	$(1,601,235)
Total liabilities written off	$(1,600,303)	$(9,795,641)

XML

Note 4 - Equity (Details)	Sep. 30, 2014
2001 Stock Option Plan
Options, Outstanding	0
Number of Shares Authorized	5,000,000
2005 Stock Option Plan
Options, Outstanding	0
Number of Shares Authorized	5,000,000

XML

Note 2 - Notes Payable and Related Parties Debt (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007	Dec. 31, 2006
Debt Instrument, Interest Rate, Stated Percentage	8.00%		8.00%
Proceeds From Lines of Credit	$ 96,750	$ 119,757
Unsecured Convertible Notes (Promissory Notes From Unrelated Third Parties Bearing Interest At 8%)
Debt Instrument, Interest Rate, Stated Percentage	8.00%
Secured Line Of Credit At 8% Interest Rate Due December 31, 2013
Debt Instrument, Interest Rate, Stated Percentage	8.00%
Convertible Notes Payble
Common Stock, Discount on Shares				$ 0	$ 0	$ 0	$ 2,200,000	$ 2,000,000
Convertible Notes Payble | Minimum
Debt Instrument, Convertible, Conversion Price	$ 0.25
Convertible Notes Payble | Maximum
Debt Instrument, Convertible, Conversion Price	$ 1.50

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Note 1 - Business and Nature of Operations and Going Concern (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Details
Entity Incorporation, Date of Incorporation			Jun. 04, 1991
Net income (loss)	$ (37,638)	$ (200,105)	$ 1,467,823	$ (547,788)
Accumulated deficit	$ 52,066,860		$ 52,066,860		$ 53,534,683

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Note 2 - Notes Payable and Related Parties Debt: Schedule of Short-term Debt (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Notes Payable	$ 360,682	$ 1,363,932
Unsecured Convertible Notes (Promissory Notes From Unrelated Third Parties Bearing Interest At 8%)
Notes Payable	53,000	1,153,000
Secured Line Of Credit At 8% Interest Rate Due December 31, 2013
Notes Payable	$ 307,682	$ 210,932

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Note 3 - Debt Mitigation Program (Details) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Details
Total debt mitigation program	$ 1,600,303	$ 9,795,641

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 1,467,823	$ (547,788)
Adjustments to reconcile net loss to net cash from operating activities:
Gain on the sale of E-Cash stock		(24,179)
Gain on extinguishment of debt	(1,600,303)	0
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		119,972
Accrued interest - related party	12,622	10,767
Accrued interest	23,007	321,709
Net cash used in operating activities	(96,851)	(119,519)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of investment		24,179
Net cash provided by investing activities		24,179
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of line of credit - related party		(24,179)
Line of credit - related party	96,750	119,757
Net cash provided by financing activities	96,750	95,578
NET CHANGE IN CASH	(101)	238
CASH, BEGINNING OF PERIOD	116	0
CASH, END OF PERIOD	15	238
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid
Interest paid

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Note 2 - Notes Payable and Related Parties Debt (Tables)

9 Months Ended

Sep. 30, 2014

Tables/Schedules

Schedule of Short-term Debt

	September 30, 2014	December 31, 2013
Unsecured convertible notes payable (promissory notes from unrelated third parties bearing interest at 8%; all are in default)	$53,000	$1,153,000
Secured line of credit – related parties at 8% interest rate due December 31, 2013; in default	307,682	210,932
Total of Notes Payable	$360,682	$1,363,932