SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended December 31, 2001                 Commission File No. 0-15148
                                                                        -------

                             NEWBRIDGE CAPITAL, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                        33-0877143
--------------------------------         --------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

 24 Corporate Plaza, Suite 100, Newport Beach, CA                92660
-------------------------------------------------             -----------------
     (Address of principal executive offices)                 (Zip Code)

                                 (949) 717-0630
              (Registrant's telephone number, including area code)


                  (Former Name, if Changed Since Last Report)




         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for 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
                                   ----- ----


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


         As of December 20, 2002, there were 58,034,430 shares of the
Registrant's no par value common stock issued and outstanding.




<PAGE>



                             NEWBRIDGE CAPITAL, INC.
                                      INDEX



                                                                           Page
PART I

Item 1.   Financial Statements

          Balance Sheet - December 31, 2001 (Unaudited).....................  1

          Statements of Operations - Three and Six Months December 31,
             2001 and 2000 (Unaudited)......................................  2

          Statements of Cash Flows - Three and Six Months Ended
             December 31, 2001 and 2000 (Unaudited).......................... 3

          Notes to Financial Statements...................................... 4


Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations..................... 11



PART II

Item 1.   Legal Proceedings................................................. 13

Item 2.   Changes In Securities............................................. 13

Item 3.   Defaults Upon Senior Securities................................... 13

Item 4.   Submission of Matters to a Vote of Security Holders............... 13

Item 5.   Other Information................................................. 13

Item 6.   Exhibits and Reports on Form 8-K.................................. 13

          Signatures.......................................................  14




<PAGE>



                             NEWBRIDGE CAPITAL, INC.
                                  Balance Sheet
                             As of December 31, 2001
                                   (Unaudited)
<TABLE>
<S>                                                                <C>

ASSETS
Cash and cash equivalents                                          $      1,875
Marketable securities                                                     2,783
Prepaid expenses                                                         72,059
                                                                   -------------
   Total current assets                                                  76,717

Receivables from related parties, net of allowance
   for uncollectible accounts of $1,577,065 (Note 5)                    261,737
Notes receivable from related parties (Note 5)                           83,700
Equity-method investments (Note 6)                                       18,236
Investments, held for sale (Note 7)                                       1,304
Investments, at cost (Note 8)                                            66,458
Property and equipment, net of accumulated depreciation
   of $57,294                                                           101,695
Related-party lease deposit (Note 9)                                    100,000
                                                                   -------------
   Total assets                                                    $    709,847
                                                                   =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses                              $    113,174
Unearned consulting fees (Note 10)                                        9,835
Due to related parties                                                  194,859
Accrued guarantee (Note 11)                                             218,802
Current portion of capital lease obligation                              13,296
                                                                   -------------
   Total current liabilities                                            549,966
Capital lease obligation, net of current portion                         55,958
                                                                   -------------
   Total liabilities                                                    605,924
                                                                   -------------
Commitments and contingencies (Note 9)
Stockholders' equity (Note 5):
Preferred stock, $.001 par value;  25,000,000 shares authorized;
   none issued and outstanding                                                -
Common stock, $.001 par value; 975,000,000 shares authorized;
   58,034,430 shares issued and outstanding                              58,034
Additional paid-in capital                                           15,882,344
Accumulated deficit                                                 (15,826,812)
Accumulated other comprehensive income                                   (9,643)
                                                                   -------------
   Total stockholders' equity                                           103,923
                                                                   -------------
   Total liabilities and stockholders' equity                      $    709,847
                                                                   =============
</TABLE>

              See accompanying notes to these financial statements


                                        1

<PAGE>



                             NEWBRIDGE CAPITAL, INC.
                            Statements of Operations
                       For the Three and Six Months Ended
                           December 31, 2001 and 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                             For the Three Months         For the Six Months
                                              Ended December 31,          Ended December 31,
                                          --------------------------  --------------------------
                                              2001          2000          2001          2000
                                          ------------  ------------  ------------  ------------
                                           (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
<S>                                       <C>           <C>           <C>           <C>
Revenues:
Advisory and transaction fees             $    86,000   $   171,000   $   198,000   $   384,000
General and administrative expenses           281,423       206,077       577,093       358,202
                                          ------------  ------------  ------------  ------------
Operating loss                               (195,423)      (35,077)     (379,093)       25,798
                                          ------------  ------------  ------------  ------------
Other income (expense):
   Provision for uncollectible
       receivables from related parties      (117,892)            -      (190,326)            -
   Loss on sale of marketable securities     (115,590)      (31,519)     (284,546)      (31,019)
   Impairment of investments                        -      (378,974)     (360,851)   (7,078,974)
   Earnings/(losses) in equity-method
      investments                             (58,027)      210,385       (80,164)      132,385
   Interest income                              5,554         7,940         8,738        20,070
   Other income                                 3,600         2,620         7,200         1,043
                                          ------------  ------------  ------------  ------------
      Total other expense                    (282,355)     (189,548)     (899,949)   (6,956,495)
                                          ------------  ------------  ------------  ------------
Net loss                                     (477,778)     (224,625)   (1,279,042)   (6,930,697)
Other comprehensive loss:
   Unrealized gain (loss) on marketable
      securities                               77,206       (29,335)      (63,236)      (34,151)
                                          ------------  ------------  ------------  ------------
Comprehensive loss                        $  (400,572)  $  (253,960)  $(1,342,278)  $(6,964,848)
                                          ============  ============  ============  ============
Net loss per common share:
   Basic and dilutive                     $      (.01)  $      (.01)  $     (0.02)  $     (0.41)
                                          ============  ============  ============  ============
Weighted common shares outstanding         58,034,430    17,336,300    58,034,430    16,944,125
                                          ============  ============  ============  ============

</TABLE>

              See accompanying notes to these financial statements.

                                        2

<PAGE>



                             NEWBRIDGE CAPITAL, INC.
                            Statements of Cash Flows
         For the Six Months Ended December 31, 2001 and 2000 (Unaudited)
<TABLE>
<CAPTION>

                                                              2001          2000
                                                          ------------  ------------
<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                       $(1,279,042)  $(6,930,697)
Adjustments to reconcile net income (loss) to net cash
(used) provided by operating activities:
   Depreciation                                                20,840             -
   Provision for uncollectible accounts                       190,327             -
   Loss on sale of securities                                 284,546        31,019
   Losses (earnings) in equity-method investments              80,164      (132,385)
   Impairment of investments                                  360,851     7,078,974
   Investments exchanged for services                         140,350             -
Changes in operating assets and liabilities:
   Decrease (increase) in prepaid expenses                    100,513        (1,569)
   Increase in receivables from related parties for fees     (186,536)            -
   Increase in accounts payable and accrued expenses           20,497        63,951
   Increase in payables to related parties                    134,418             -
   Decrease in unearned consulting fees                       (44,500)            -
   Decrease in other liabilities                               (5,250)      (30,962)
                                                          ------------  ------------
Net cash (used) provided by operating activities             (182,822)       78,331
                                                          ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   (Purchases) sales of marketable securities, net             76,694      (237,160)
   (Increase) decrease in advances to related parties         102,214       (56,692)
   Increase in equity-method investments                            -      (274,500)
   Purchases of fixed assets                                   (3,777)      (89,547)
                                                          ------------  ------------
Net cash provided (used) by investing activities              175,131      (657,899)
                                                          ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on capital lease obligation                        (6,787)            -
                                                          ------------  ------------
Net cash (used) by financing activities                        (6,787)            -
                                                          ------------  ------------
Net decrease in cash                                          (14,478)     (579,568)
                                                          ------------  ------------
Cash and cash equivalents, beginning of period                 16,353       790,001
                                                          ------------  ------------
Cash and cash equivalents, end of period                  $     1,875   $   210,433
                                                          ============  ============
Non-cash investing and financing activities:
   Exchange of securities for investment                  $    64,036   $   542,886
                                                          ============  ============
   Marketable securities exchanged for services rendered  $    87,850   $         -
                                                          ============  ============
   Marketable securities exchanged for payable            $    19,387   $         -
                                                          ============  ============
   Investments exchanged for services                     $    52,500   $         -
                                                          ============  ============
</TABLE>

              See accompanying notes to these financial statements

                                        3

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

NOTE 1.  ORGANIZATION AND HISTORY

Business and Organization

NewBridge Capital, Inc., (the "Company") was incorporated in the state of
Minnesota in 1983. Prior to June 1999, the Company designed, manufactured and
marketed custom energy efficient lighting products utilizing compact fluorescent
lamp technology primarily within the United States.

Effective April 2000, NuVen LP assigned to the Company all of its rights and
responsibilities pursuant to advisory agreements with various publicly-held and
privately-held entities. Pursuant to the terms of the advisory agreements, the
Company receives between $3,500 per month and $10,000 per month, plus expenses,
in exchange for assistance in the formulation of possible acquisition
strategies, and the management of financial, general, and administrative
matters. In addition, the Company's advisory clients are required to pay a fee
equal to 10% of the asset value or investment made in companies resulting from
the Company's efforts, and a transaction or merger fee (as defined) equal to 5%
of the proceeds received by companies in connection with a sale of its assets.
The Company only earns the 10% fee as a result of its introduction of business
opportunities to the client companies. It is unlikely that another person or
entity would receive a finder's fee due to the Company's role in seeking merger
candidates and its management of assets and operations. The advisory agreements
generally have an initial term of five years, but may be automatically extended
on an annual basis, unless terminated by either party. The Company may also
receive shares or warrants to purchase shares from its clients. As of December
31, 2001, and through the date of this filing, the Company has advisory
agreements with ten companies, all of which are related parties.

The payment of securities commissions and other fees that are contingent upon
securities transactions to an entity that is not registered as a broker-dealer
may be inconsistent with the registration provisions of section 15(a) of the
Securities Exchange Act of 1934. If the Company should have registered as a
broker-dealer due to its activities, the Company may be in a position to
terminate its relationships with client companies due to its failure to register
as a broker-dealer.

The Company's operations since April 2000, have consisted of managing its own
investments, performing the obligations assumed under advisory agreements and
seeking acquisition candidates. Subsequent to March 31, 2002, management sold
the Company's assets to Global Trade Finance, Inc., a related party, with an
aggregate carrying value of $786,000, consisting primarily of investments,
related party receivables, and the advisory agreements, as well as the transfer
certain liabilities aggregating to $706,000, for an aggregate purchase price of
$80,000, exclusive of liabilities assumed. In addition, the Company entered into
an agreement to acquire the assets of certain partnerships which operate
body-scanning equipment and businesses in a stock for assets transaction. The
transaction resulted in a change in control of Newbridge. The Company will
continue its advisory role to emerging private and public companies, which have
historically been with related parties.

On April 1, 2002, the board of directors approved an increase in the Company's
authorized common shares from 75,000,000 to 975,000,000. The Company filed with
the Nevada Secretary of State to amend its articles of incorporation which was
effected on October 7, 2002. On November 8, 2002, Company's board of directors
proposed a one (1) for ten (10) stock split, which if completed, will reduce the
number of shares outstanding, effective after the close of the body scan
acquisition, which has not occurred at the filing of this report. At the time
the stock split is effective, the per share amounts will be restated to reflect
the reverse stock split.

                                        4

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

The interim financial data as of December 31, 2001, and for the three and six
months ended December 31, 2001 and 2000, is unaudited; however, in the opinion
of management, the interim data includes all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the Company's
financial position as of December 31, 2001, and the results of its operations
and cash flows for the three and six months ended December 31, 2001 and 2000.
These results are not necessarily indicative of the results expected for the
year ended June 30, 2002. These financial statements and notes thereto do not
reflect all disclosures necessary for preparation under generally accepted
accounting principles. Refer to the Company's Annual Report Form 10-KSB for the
year ended June 30, 2001 for additional information, including significant
accounting policies.

Going Concern

The Company has incurred losses and has limited liquid resources. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States, which
contemplates continuation of the Company as a going concern. The Company sold
its net assets, and entered into a definitive agreement to acquire the assets of
a business, subject to close, which is expected to be in December 2002. This new
business opportunity requires significant funding. Since inception of these
businesses, they have historically generated significant operating losses. The
Company currently has no firm commitments for working capital. There are no
assurances that management will be able to generate adequate funding to enable
the Company to continue as a going concern.

Restatement of Shares Outstanding

All historical share and per share amounts have been restated to reflect the one
for ten exchange of shares resulting from the Company reincorporating in Nevada
and for the five for one stock split in July 2001.

NOTE 3.  FEE INCOME

As described in Note 1, the Company earns fees from its advisory agreements. In
connection therewith, the Company generated revenues from the following
transactions. During the first quarter, the Company received a referral fee of
$25,000 for the introduction of a merger opportunity to an unrelated third
party. For the six months ended December 31, 2001 and 2000, the Company
recognized revenue from these advisory agreements of $173,000 and $384,000,
respectively, which are included in revenues from clients in the accompanying
statements of operations and comprehensive income (loss). In certain cases,
management determined that revenue recognition was not appropriate because
collectibility was not certain at the time the services were rendered by the
Company. The Company deferred $53,500 for the quarter for services rendered to
related parties in which the collectibility is not assured. Revenues deferred,
which have been reflected as a reduction in amounts due from these entities,
totaled $345,000 at December 31, 2001. Upon collection, the Company will record
the revenues from these advisory agreements.



                                        5

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

NOTE 4 - MARKETABLE SECURITIES

Each investment represents less than 20% of the outstanding common stock and
stock equivalents of the investee, and each security is nationally quoted on the
National Association of Securities Dealers OTC Bulletin Board ("OTCBB"). As
such, each investment is accounted for in accordance with the provisions of SFAS
No. 115.

Marketable securities consist of the following at December 31, 2001:
<TABLE>
<CAPTION>

                                 Fair     Unrealized     Number of
Investee Name (Symbol)   Cost   Value(1)  Gain (Loss)   Shares Held
---------------------- -------  --------  -----------  ------------
<S>                    <C>       <C>       <C>            <C>
Hart Industries (HENI) $ 9,789   $1,600    $(8,189)       200,000
Global Axcess (GLXS)         -        -          -              -
Oasis Resorts (OSRI)     1,701      167     (1,534)         3,334
Other securities           937    1,017         79             16
                       -------   ------    --------
    Totals             $12,427   $2,783    $(9,643)
                       =======   ======    ========
</TABLE>

(1) Market Value is net of an 80% discount for stocks thinly traded on the
OTC:BB.

In July 2001, the Company sold 560,000 shares of NetCommerce, Inc. ("NEET")
stock to pay for consulting expenses of $16,800. The Company recorded a gain on
the sale of $2,800, as the fair value of the services rendered exceeded the
carrying value of the securities exchanged.

In August 2001, the Company exchanged certain marketable securities for shares
in a private corporation, Wirelease, Inc. ("Wirelease"). Specifically, the
Company transferred 764,800 shares of H-Entertainment, Inc. ("HENI") with a cost
basis of $414,387 and 3,500,000 shares of BioSecure, Inc. ("BSUR"), with a cost
basis of $10,500 for 1,550,000 shares of Wirelease. Currently, there is no
market for the Wirelease shares and thus, the fair market price per share is not
readily available. As such, the Wirelease shares would have been valued using
the estimated fair value of the shares relinquished by the Company; however,
since the carrying value of the securities was lower than fair value, management
used the costs of the securities relinquished in the transaction. No gain or
loss on the exchange of these securities was realized by the Company. See Note 8
for further discussion of Wirelease.

During the six months ended December 31, 2001, the Company transferred 285,000
shares of Global Axess Inc. ("GLXS") stock for fees and payables. The Company
recorded a loss of $270,658 since the shares experienced a significant decline
since the date of acquisition of such shares. In addition, during the six
months, the Company sold 74,000 shares of GLXS stock on the open market for
$40,264 and recorded a loss of $47,069.

During the first quarter, the Company sold various available-for-sale equity
securities through a national brokerage firm. The net loss on these transactions
was $3,605.

                                        6

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

NOTE 5.  RECEIVABLES FROM RELATED PARTIES

Receivables from related parties consist of the following at December 31, 2001:
<TABLE>
<CAPTION>


                                       Net                                                      Net
                                    Balances,  Billings                                      Balances,
                                    June 30,     and                              Current    Dec. 31,
 Receivables From Related Parties     2001     Advances  Collections   Other     Provision     2001
----------------------------------  --------   --------  -----------  ---------  ----------  --------
<S>                                 <C>        <C>       <C>          <C>        <C>         <C>
Casino Management of America, Inc.  $      -   $ 22,000  $        -   $      -   $ (22,000)  $      -
Fred G. Luke                          86,973     23,153           -          -           -    110,126
Global Trade Finance, Inc.           123,793          -    (176,328)    86,999           -     34,464
NuOasis Resorts, Inc. & subsidiary    30,150    104,500      (1,000)   (17,500)    (61,000)    55,150
NuVen Advisors, Inc.                  57,469     36,215        (689)   (29,250)    (49,995)    13,750
NuVen Advisors LP                     21,219         33           -                    (31)    21,221
Others                                40,061    192,119     (19,500)   (23,788)   (163,301)    25,591
                                    --------   --------  -----------  ---------  ----------  --------
                                    $359,665   $378,020  $ (197,517)  $ 16,461   $(296,327)  $260,302
                                    ========   ========  ===========  =========  ==========  ========
</TABLE>

Certain debtors have pledged collateral securing amounts due to the Company. To
the extent the respective debtor's pledged collateral has diminished in value,
management has provided an allowance for uncollectible accounts. There are no
assurances the Company will be able to recover the carrying value of its
receivables.

Notes receivable from related parties consist of amounts from three individuals
with an aggregate face value of $730,000. The Company initially recorded these
notes at $584,000, net of discount, based on collateral pledged to it by these
related parties of HENI common stock. In February 2002, the collateral stock on
certain of these loans was transferred to the company. The market value of the
stock at the date of transfer was $83,700, which reflects the carrying value by
the Company in the accompanying balance sheet at December 31, 2001.

See Note 12 for discussion of the sale of the Company's assets.

NOTE 6.  EQUITY-METHOD INVESTMENTS

BioSecure formerly YES Clothing Co.

At the end of fiscal year 2001, the Company owned 32,685,147 shares of BioSecure
Corp., ("BSUR"). As it is the Company's intent to seek a merger partner with
BSUR, it believes that BSUR is best accounted for on the equity method since its
interests are intended to be held temporarily. Equity in losses of BSUR for the
six months was $80,164. The carrying value of BSUR at December 31, 2001, was
$18,235. At December 31, 2001, the Company owned 25,639,147 shares or
approximately 79% of the outstanding BSUR common stock.

In August 2001, the Company exchanged 3,500,000 shares of it BSUR common stock
for 1,000,000 shares of Wirelease (see Note 3). During the six months ended
December 31, 2001, 46,000 shares held by the Company were sold on the open
market for $2,590. See Note 11 for discussion of transactions entered into
subsequent to December 31, 2001.


                                        7

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

The carrying value was recovered through the sale in November 2002, and
accordingly, no amortization of the difference between the carrying value of
BSUR and the zero value of BSUR net assets is required by APB No. 18.

NOTE 7.  INVESTMENT HELD FOR SALE

Management obtained an independent appraisal of certain assets held by NuOasis
as of June 30, 2000, totaling $8.1 million. Data used to determine fair value at
June 30, 2000 adversely changed through September 30, 2000. Based on factors
known to management at September 30, 2000, the Company recorded an impairment of
$6,700,000 as a charge to operations to reflect the adverse change that affected
the data used to appraise the asset at June 30, 2000. In the fourth quarter
2001, management determined that the value of the asset had continued to be
adversely affected and recorded an additional impairment of $1,298,696. The
carrying value of D Preferred shares at December 31, 2001 was $1,304.

NOTE 8.  INVESTMENT AT COST

As discussed in Note 3, in August 2001, the Company received 1,550,000 shares of
Wirelease common stock, which represents less than 20% of their issued and
outstanding shares. Currently, there is no market for these shares in Wirelease.
The cost recorded in connection with this transaction was $424,887. During the
recent quarter, and thereafter, the securities held by Wirelease significantly
declined in value. During the three months ended September 30, 2001, management
recorded a provision for impairment in the amount of $360,851. The carrying
value of this investment at December 31, 2001 was $64,036.

NOTE 9.  RELATED PARTY LEASE DEPOSIT

On May 31, 2002, the Company exited its sub-lease arrangement with Nuven, since
Nuven defaulted under the master lease agreement. No payments were made for
January 2002 through May 2002, and accordingly, the related party lease deposit
was amortized to rent expense during this period. The Company has no further
obligation under this lease arrangement.

NOTE 10.  UNEARNED CONSULTING FEES

In December 2000, NewCom paid NuVen LP on behalf of the Company $258,000 and was
recorded as unearned consulting fees. During fiscal year 2001, the Company
recognized $75,000 as revenue for services rendered in preparation and filing of
NewCom's Form 10-SB with the Securities and Exchange Commission ("SEC").
Advisory fees of $52,500 were recognized and $76,165 in expense reimbursements
were recorded. During the six months an additional $21,000 of advisory fees were
recognized and $23,500 in expense reimbursements were recorded. The balance at
December 31, 2001 was $9,835.

NOTE 11.  COMMITMENTS AND CONTINGENCIES

Guarantee

In November 1999, the Company entered into an agreement with NewCom
International, Inc. ("NewCom") wherein NewCom exchanged a note for $472,000 in
receivables due from eight (8) unrelated corporations and four

                                        8

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

(4) individuals. Additionally, the Company and NewCom agreed to cross guarantees
whereby NewBridge has agreed to guarantee that NewCom will collect a minimum of
$472,000 on the substituted receivables or from liquidation of the collateral.
Management has a contingent liability which it has recorded in the amount of
$218,802 which is reflected in the accompanying balance sheet of such guaranteed
receivables for NewCom. On November 19, 2001, the Company pledged to NewCom
500,000 shares of its restricted stock held in BSUR with a fair value of
$275,000 as collateral to further guarantee these receivables. The value of the
BSUR shares have substantially declined in value causing the ultimate value of
the pledge to be worthless. At the time of this report, none of these shares
have been transferred to NewCom.

Operating Lease

In May 2002, the Company entered into a month-to-month lease arrangement for its
corporate offices, at a monthly rate of $1,200.

NOTE 12.  SUBSEQUENT EVENTS

In February 2002, the Company received 930,000 shares of HENI common stock as
payment on amounts owing as discussed in Note 5, the market value of the stock
at the time of the transfer was $83,700. The receivable was adjusted to reflect
this amount at June 30, 2001 and the related bad debt expense taken.

In February 2002, the Company received 335,000 shares of HENI common stock as
payment on amount due from an affiliate. The market value at the time of the
transfer was $30,150. The receivable was adjusted to reflect this amount at June
30, 2001 and the related bad debt expense taken.

In February 2002, the Company received 500,000 shares of GLXS common stock as
payment on amount due from an affiliate. The market value at the time of the
transfer was $25,000. The receivable was adjusted to reflect this amount at June
30, 2001 and the related bad debt expense taken.

On February 4, 2002, the Company entered into an agreement to sell 1,465,000
shares of HENI common stock in a private transaction for $102,550 or $.07 per
share. The shares of HENI were placed into an escrow account and released upon
payment of the shares. The total payments received for the shares totaled
$50,041 and 808,825 shares were released from escrow to the buyer. The agreement
was terminated on May 16, 2002 and 656,175 shares of HENI were returned to
Newbridge.

In the period from January 1, 2002, to the date of this report, the Company
received $81,500 in loans from five related companies and $36,834 in payments on
receivables.

On June 19, 2002, the Company's shareholders approved the Newbridge 2002 Stock
Plan (the "2002 Stock Plan"). The 2002 Stock Plan became effective on July 1,
2002. The 2002 Stock Plan authorizes the Company to issue up to 22,000,000
shares. In connection with the 2002 Stock Plan, the Board of Directors
authorized the grant of 8,000,000 shares. The Company's sole officer and
director, Mr. Luke, is to receive 500,000 shares, and the Company's consultants,
legal counsel and two former officers are to be issued 7,500,000 shares for
services rendered to the Company during the past nine months (see below).
Included in the 7,500,000 shares to be issued as discussed above, are 3,000,000
shares issued to certain individuals deemed promoters or finders of the body
scan assets acquisition as discussed in the following paragraph. These shares
issued are expected to be registered

                                        9

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

with the Securities and Exchange Commission when the Company meets its reporting
requirements under the Securities Act of 1934. The Company will report a charge
to operations on the effective date of the grant of 8,000,000 shares in the
amount of $80,000. As of the date of this report, the 8,000,000 shares have not
been issued.

On July 1, 2002, the Company entered into several consulting agreements. The
Company agreed to retain a consultant to perform public and media communications
services. In exchange, the Company has agreed to pay the consultant a retainer
in the amount of $12,500 along with a monthly fee of $2,500. In addition, the
Company agreed to provide the consultant further compensation in the form of an
option to purchase up to 4.9% of the Company's common stock at a specified
price. The Company also entered into two consulting agreements for introduction
services. The Company agreed to compensate the three consultants for providing
services with respect to the Company's acquisitions of businesses. The Company
contracted to pay these consultants "success fees" which will be a mutually
agreed upon percentage of any acquisition that the consultant introduced. In
connection with these arrangements, the Company agreed to issue 3,000,000 shares
of common stock valued at $30,000. In addition, the Company will pay one of the
consultants a "consulting fee" in the amount of $60,000. Lastly, the Company
entered into a one year information distribution agreement. The consultant will
be paid a one-time fee in the amount of $12,500 and a monthly service fee of
$2,500.

In July 2002, the director authorized 4,000,000 shares to be granted under
options to purchase common stock. Under the 2002 Stock Plan, options fully vest
on the date of issuance and expire five (5) years from the date of grant on July
1, 2002. The exercise prices begin at $0.05 each for the first 1,000,000 shares,
$0.15 each for the next 1,000,000 shares, $0.30 each for the next 1,000,000
shares and $0.45 each for the next 1,000,000 shares. Management is currently
evaluating the value of the options granted to consultants in accordance with
SFAS No. 123 "Accounting for Stock-Based Compensation". Because the options are
significantly "out of the money" since the market value at the date of grant was
approximately $0.02 per share, management does not expect to record a
significant charge as a result of these grants using the Black-Scholes valuation
model.

In November 2002, the director amended the 2002 Stock Plan to increase the plan
by 4,000,000 shares. Such shares are reserved for options granted to purchase
common stock. The options were granted in relief from advisory agreement which
were reduced from term arrangements to month-to-month. These options fully vest
on the date of issuance and expire five (5) years from the date of grant in
November 2002. The exercise prices begin at $0.60 each for the first 1,000,000
shares, $0.70 each for the next 1,000,000 shares, $0.80 each for the next
1,000,000 shares and $0.90 each for the next 1,000,000 shares. No significant
compensation is expected to be recorded as a result of the grant of these
options to purchase common stock.

In November 2002, the Company entered into a definitive agreement to sell all
the assets of Newbridge aggregating $786,000, consisting of investments,
receivables from related parties, and the advisory agreements, and the transfer
of certain liabilities of $706,000, to Global Trade Finance, Inc. ("GTF"), a
related party. The carrying value of these receivables and investments prior to
the sale was $376,000, because of allowances taken to reduce the receivables,
based on underlying collateral, if any. Since the liabilities transferred
exceeded the carrying value of the assets, the Company will record the excess
liabilities transferred as additional paid-in capital, in lieu of recording a
gain from such sale, in accordance with accounting standards generally accepted
in the United States.

In November 2002, the Company entered into definitive agreement to acquire
assets, and assume obligations of certain California Limited Liability companies
and Limited Partnerships, which operate body scan equipment and

                                       10

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

service centers in California as well as other states, which use advanced
technologies. In connection with this transaction, the Company agreed to issue
125,000,000 shares of common stock on the date of close, which is expected to be
in December 2002. The acquisition will be accounted for as a recapitalization of
the body scan net assets to be acquired. Newbridge will experience a change in
reporting entity for accounting purposes. The assets to be acquired will be
reported at historical costs, and the operations of the net assets to be
acquired will be reflected for all periods required to be presented. At the time
the acquisition is expected to close, Newbridge is expected to have no assets
and approximately $100,000 in trade payables.

                                       11

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operations

Quarter Ended December 31, 2001 Compared to Quarter Ended December 31, 2000

During the quarter ended December 31, 2001 the Company's operations were limited
to actively managing affiliated companies under advisory agreements assumed from
NuVen Advisors, Inc. during fiscal 2000. The Company earned advisory fees in the
second quarter of fiscal 2002 from affiliated companies of $86,000 compared to
$171,000. The decrease is due to recording $53,500 of unearned revenues against
the allowance for doubtful accounts.

General and administrative expenses were $281,000 in the current quarter
compared to $206,000 in the comparable period last year. The increase is
attributable to costs associated with the advisory agreements in fiscal 2001, as
well as the Company's search for new business opportunities.

Six Months Ended December 31, 2001 Compared to the Six Months Ended
December 31, 2000

During the six months ended December 31, 2001 and 2000, the Company was actively
managing affiliated companies under advisory agreements assumed from NuVen
Advisors, Inc. in fiscal 2000. During the six months ended December 31, 2001 and
2000, the Company earned advisory fees from affiliated companies of $ 198,000
and $384,000. The decrease is due to recording $106,000 of unearned revenues
against the allowance for doubtful accounts and a decrease in the number of
companies with advisory agreements.

General and administrative expenses for the six months ended December 31, 2001
were $577,000 compared to $358,000 in the comparable period last year. The
change is attributable to costs associated with the advisory agreements in
fiscal 2001 as well as the Company's search for new business opportunities.


Liquidity and Capital Resources

The Company had cash balances of approximately $1,875 at December 31, 2001.

As of December 31, 2001, the Company had a negative working capital of $473,000
and during the past 12 months, the Company has suffered significant losses from
operations and on its investments. The Company has entered into significant
related party transactions which have not resulted into significant benefit to
the Company. The Company has significant receivables from related parties which
required reserves as of December 31, 2001, in the amount of $1.6 million. In
addition, the Company's investments have significantly deteriorated in value
during and subsequent to the quarter ended December 31, 2001. We have limited
liquid resources available. These factors raise substantial doubt about the
Company's ability to continue as a going concern. We sold Newbridge net assets,
and entered into a definitive agreement to acquire the assets of a business,
subject to close, which is expected to be in December 2002. This new business
opportunity requires significant funding. Since inception of these businesses,
they have historically generated significant operating losses. We currently have
no firm commitments for working capital. There are no assurances we will be
successful in our plans. We are unsure whether the working capital of Newbridge
is sufficient to meet the operating needs for next 12 months.


The Company's operating activities used $183,000 in cash during the first nine
months of fiscal 2002 compared to providing $78,000 in fiscal year 2001.
Investing activities provided $175,000 in cash compared to using $658,000 in
cash in fiscal 2001. This was primarily due to decreases in net advances to
related parties, the

                                       12

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

purchase of fixed assets and  purchasing  marketable  securities.  Net cash
decreased $14,000 during the current six months.

Valuations by the Board of Directors are based on estimates, and those estimates
may materially differ from actual values which may realized upon sale,
liquidation or exchange. Such assets are subject to changes in market
conditions, and accordingly, their value is subject to significant volatility.
In the event market conditions change adversely, the carrying value of these
assets could have a material impact on the Company's financial condition,
results of operations and cash flows.

The Company has no commitments for capital expenditures or additional equity or
debt financing.



                                       13

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

PART II:   OTHER INFORMATION

Item 1.    Legal Proceedings

                  None

Item 2.    Changes In Securities

                  None

Item 3.    Defaults Upon Senior Securities

                  None

Item 4.    Submission Of Matters To A Vote Of Security Holders

                  None

Item 5.    Other Information

                  None

Item 6.    Exhibits And Reports On Form 8-K

           (a)    Exhibits - None

           (b)    None

                                       14

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 2001 (Unaudited)

                                   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.

                                        NewBridge Capital, Inc.
                                             (Registrant)



Date:    December 20, 2002              By:  /s/ Fred G. Luke
                                        ----------------------------
                                                 Fred G. Luke
                                                 President




<PAGE>