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Form 8-K for ECASH, INC


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5-Mar-2007

Entry into a Material Definitive Agreement, Changes in Control or Registrant, Change i


Item 1.01- Entry into a Material Definitive Agreement.
On March 1, 2007, the Company entered into an Agreement and Plan of Merger, by and among ECash, Inc., a Delaware corporation ("Company"), ECSI Acquisition Corp., a Florida corporation ("Acquisition Corp."), and Clarity Imaging International, a Texas corporation ("Clarity")

As part of this two pronged Agreement, Acquisition Corp. was merged with and into Clarity at which time the separate legal existence of Acquisition Corp. ceased and Clarity became the surviving corporation in the First Merger. Clarity then merged with and into the Company (sometimes hereinafter referred to as the "Surviving Corporation"), and thereafter the separate existence of Clarity ceased to exist and at which time the Company succeeded to all of the rights, privileges, powers and property, including, without limitation, all rights, privileges, franchises, patents, trademarks, licenses, registrations, bank accounts, contracts, patents, copyrights and other assets of every kind and description of Clarity and continued its corporate existence under the laws of the State of Delaware.

The Agreement requires shareholder approval from eCash, Inc. shareholders.

Clarity Imaging International

Clarity Imaging International, Inc. (n/k/a/ Netfone, Inc.) ("Clarity") is a controlled subsidiary, which specializes in the packaging and delivery of diagnostic services and other innovative and highly leveragable health care technologies and/or services. Clarity will focus on a number of imaging related businesses. The first business will be the development and management of medical imaging centers. These centers would be developed with Hospitals and Radiology Groups. Clarity will be an equity partner in many of these centers as well as having a long term management services contract to operate the center.

Another major line of business will be the development of physician office based diagnostic services. Management anticipates that in late 2007 and the first quarters of 2008 Clarity will also be developing an Esophageal Capsule Endoscopy program. Esophageal capsule endoscopy is a diagnostic procedure that allows a physician to "look" into the esophagus or swallowing tube without the oral passage of an endoscope. This exam does not replace upper endoscopy to view the stomach and proximal small bowel.

Esophageal capsule endoscopy is a video capsule system that has two cameras, each pointed out of the two ends of the capsule. The capsule, which is about the size of a large vitamin pill, contains LEDs (light emitting diodes), two lenses, two color camera chips, two silver oxide batteries, a radio frequency transmitter, and an antenna. Each camera takes pictures at a rate of 7 frames per second or 14 frames per second when combined. The cameras have CMOS (complementary metal oxide semiconductor) chips, which require less power than present CCD (charged coupled device) chips found on video endoscopes and digital cameras. They can operate at very low levels of illumination.


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The capsule transmits the images to a recording device worn about a patient's waist. Once the study is completed, the recording device is downloaded to a computer workstation whose software provides the images to a computer screen. The capsule is disposable and does not need to be retrieved by a patient. It is passed naturally in a bowel movement.

This service allows a primary care physician to prescribe a diagnostic test that replaces the need for endoscopic intervention and to earn revenue through the provision of the service in their office. The reimbursement for this service is in process with Medicare approving its use for portal hypertension. Studies are underway for the inclusion of GERD (also known as acid reflux) and other diseases of the Esophagus.

The above services are healthcare care imaging and diagnostic testing services. All require an approved CPT code. Other than the Esophageal capsule, the others all have approved CPT codes and reimbursements assigned.

Imaging Center development business will come through Clarity's already nationally established reputation and experience in the imaging field. Clarity's management expects to add 4-5 centers in late 2007 and 2-3 centers each of the next 3 years.

The physician practice based services will be heavily marketed through national medical associations and through the manufactures assistance through their national marketing and advertising programs.

In addition to imaging services, Clarity also provides management services that include billing, scheduling, and asset purchasing and overall operational management. These imaging centers perform magnetic resonance imaging (MRI) on patients for diagnostic purposes and may begin to perform MRI guided, non-invasive surgery for therapeutic purposes. Clarity generates revenues by charging management fees to facilities. Clarity currently has four employees.

Clarity has relied on the professional contacts of John Relic, the president of its imaging business, to secure additional centers to which it can provide management services.

Customer Concentration

Clarity expects that most of its customers will be hospitals, hospital groups, university health systems and large medical group. Because the Company is in its development stage, it is difficult to predict the future importance of any one or more customers. However, Clarity will seek to build a customer base that is sufficiently diverse so that its business is not materially dependent on any one or few customers.

Overview and Plan of Operations

While Clarity has begun to generate revenue from its operations, it is an early stage company that is not yet profitable. Clarity manages diagnostic imaging centers in California and Texas. These imaging centers perform magnetic resonance imaging (MRI) on patients for diagnostic purposes. Medical Imaging is the fastest growing segment of the domestic healthcare markets.


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DESCRIPTION OF PROPERTY

The Clarity Imaging office is in Austin and consists of approximately 1,300 square feet. This lease is for 24 months, with a 24 month renewal option, and expires in March of 2007. The other offices are all in the 1,000 square foot or smaller range, and under month to month terms.

Risk Factors Related Strictly to Clarity

Risks related to our Business

If we are unable to develop and maintain alliances with strategic partners, we may have difficulty developing and selling our products and services.

Our ability to develop business alliances with medical device, medical service and/or health- related companies is an essential component of our strategy. There can be no assurance that our efforts to develop such business . . .


Item 5.01-- Changes in Control of Registrant.
As a consequence of the reverse merger transaction, a change of control occurred. The table below outlines the shareholders representing Officers, Directors, Control and or Affiliates and the percentage owned by them subsequent to the reverse merger.


Shareholder Name Amount of Shares Owned Percentage of Class Owned
Bridgetech Holdings 12,390,400 72.60%
International, Inc.
John Relic 853,333 5.00%
Michael Chermak 853,333 5.00%
Lynn Dixon 28,444 0.14%





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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As a consequence of the reverse merger transaction, the following appointment or reappointment of officers and Directors were confirmed on March 1, 2007 (and on March 8, 2007 upon appointed to the Board of Directors). The names of each appointed director or officer are listed below with their appointed officer/director position adjacent to their name and their respective biographies below.

Name Age Title(s) Michael D. Chermak 46 Chairman and Chief Executive Officer Lynn Dixon 48 Director
John Relic 53 President

Michael D. Chermak has been the Chief Executive Officer of Clarity since February 26, 2007 and will be appointed our Chairman of the Board of Directors of the Company on March 8, 2007. Michael D. Chermak has been the Chairman of the Board of Directors and Chief Executive Officer of Bridgetech Holdings International, Inc. since May 2, 2005. From June, 2004 through May, 2005, Mr. Chermak was the Chairman of the Board of Directors and Chief Executive Officer of Retail Pilot, , a private company located in San Diego, California that marketed security devices to the retail industry. From August 2003 to June 2004, Mr. Chermak was the Chief Executive Officer Carttronics, LLC, which made and marketed loss prevention solutions for retailers. From June 2001 to July 2002, Mr. Chermak was the chief executive officer of First Opinion Corp. which develops software used to assist healthcare providers in making differential diagnoses of patients.

John Relic is the President of Clarity, which the Company acquired in 2005 and will continue in the role for the Company. From 1996 through the present, Mr. Relic has been a Certified Medical Practice Executive (certification through Medical Group Management Association). Mr. Relic received his Masters in Public Health-Health Services Administration from the University of California Planning.

Lynn M. Dixon is currently the President and CEO of Freedom Financial Consulting, Inc. which he joined in March of 2005. Prior to this position, Mr. Dixon served in a variety of sales, management and executive positions for two industry leading independent leasing companies. More recently at Insight Investments, Inc he served as a senior executive from September 2003 to February 2005. Just prior to that Mr. Dixon worked at Comdisco, Inc from July 1992 to August 2003. His last position there was as EVP where he directed all IT sales and operational functions on a global basis. In addition, Mr. Dixon was President of Comdisco's Healthcare Division and was responsible for all aspects of the business.


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Section 9.01 - Financial Statements and Exhibits
a) Financial statements of business acquired.

Clarity Imaging International, Inc. Balance Sheet and related Statement of Operations, Statement of Shareholder's Equity and Statement of Cash Flows for the period of Inception to December 31, 2006, together with the Report of the Independent Auditors, are filed as Exhibit 99.1 to this Form 8-K.

(b) Pro Forma financial information

Unaudited Pro Forma Combined Financial Statements of Clarity Imaging international, Inc. and Ecash, Inc. are filed as Exhibit 99.2 to this Form 8-K/A.

(c) Exhibits

Exhibit No. Description

2.1 Agreement and Plan of Merger by and between Clarity Imaging International, Inc., Econ Acquisition Corp., and Ecash, Inc. dated March 1, 2007.

99.1 Clarity Imaging international, Inc. Balance Sheet and related Statement of Operations, Statement of Shareholder's Equity and Statement of Cash Flows for the period of Inception to December 31, 2006, together with the Report of the Independent Auditors, together with the Report of the Independent Auditors. The statements will be filed by amendment.

99.2 Un-audited Pro Forma Combined Financial Statements of Clarity Imaging International, Inc. and Ecash, Inc. The statements will be filed by amendment.

Bridgetech Acquires Controlling Interest in ECash, Inc. for Its Domestic Operation
Monday March 5, 7:00 am ET


SAN DIEGO, March 5 /PRNewswire/ -- Bridgetech Holdings International Inc., (OTC: BGTH - News) a company focused on maximizing the potential of emerging healthcare products and services in China, announces the purchase of a controlling interest in ECash, Inc. (OTC Bulletin Board: ECSI - News) through the merger of our wholly owned subsidiary, Clarity Imaging International, Inc. (Clarity) and ECash. The purchase of the controlling interest of ECash is for the sole purpose of separating the company's Chinese and Domestic healthcare interests. ECash will be comprised solely of the current business operations of Clarity. The divergence of Bridgetech's China operations from the domestic operations of Clarity will provide a focused business strategy for both companies. Michael Chermak, Chairman and CEO of Bridgetech stated, "This division of our domestic and international interests strengthens our business and revenue model and will enable Bridgetech to focus on building its operations and continuing expansion throughout China." Chermak added that Clarity will focus on growth and expansion domestically. "This will be a winning combination for all shareholders," he said.
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About Bridgetech Holdings International, Inc.

Bridgetech is leveraging its extensive network of relationships in China and the U.S. to capitalize on the demand for Western healthcare in Greater China. The company is bringing emerging drugs, devices and diagnostics to Greater China, with an initial focus on oncology. For additional information, please visit Bridgetech at www.bthi.com and Clarity at www.clmd.com

Forward-Looking Statements.

Statements contained in this press release that are not statements of historical fact are "forward-looking statements" as that term is defined under federal securities laws, including, without limitation, all statements concerning expectations, beliefs, goals, intention or strategies for the future of Bridgetech. Forward-looking statements may be identified by words such as "goals," "plans," "believes," "will," "expects" and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new ventures. Many factors could cause actual events or results to differ materially from those expressed in any forward-looking statement. Investors are cautioned not to place any undue reliance on any forward-looking statements.


Contacts:

Media Relations: Vince Heald, Beck Ellman Heald - 858-453-9600
vheald*behmedia.com

Investor Relations: Redwood Consultants, LLC - 415-884-0348


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Source: Bridgetech Holdings International Inc.

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tried to get in at .34 Scottrade has CR1....


A$$HOLES

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.86 X 1.00......
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400% now....
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650%
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