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 March 31, 2002                   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) 717-0626
              (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 - March 31, 2002 (Unaudited)........................  1

          Statements of Operations - Three and Nine Months March 31,
             2002 and 2001 (Unaudited)......................................  2

          Statements of Cash Flows - Three and Nine Months Ended
             March 31, 2002 and 2001 (Unaudited)............................. 3

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


Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations..................... 12



PART II

Item 1.   Legal Proceedings................................................. 14

Item 2.   Changes In Securities............................................. 14

Item 3.   Defaults Upon Senior Securities................................... 14

Item 4.   Submission of Matters to a Vote of Security Holders............... 14

Item 5.   Other Information................................................. 14

Item 6.   Exhibits and Reports on Form 8-K.................................. 14

          Signatures......................................................   15

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                                  Balance Sheet
                              As of March 31, 2002
                                   (Unaudited)
<TABLE>

<S>                                                                <C>
ASSETS
Cash and cash equivalents                                          $         47
Marketable securities                                                    21,348
Prepaid expenses                                                         70,206
                                                                   -------------
   Total current assets                                                  91,601

Receivables from related parties, net of allowance
   for uncollectible accounts of $1,675,421 (Note 5)                    189,212
Equity-method investments (Note 6)                                       18,236
Investments, held for sale (Note 7)                                       1,304
Investments, at cost (Note 8)                                             2,422
Property and equipment, net of accumulated depreciation
   of $67,730                                                            91,259
Related-party lease deposit (Note 9)                                     40,000
                                                                   -------------
   Total assets                                                    $    434,034
                                                                   =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses                              $    128,166
Due to related parties                                                  234,860
Accrued guarantee (Note 11)                                             218,802
Current portion of capital lease obligation                              13,824
                                                                   -------------
   Total current liabilities                                            595,652
Capital lease obligation, net of current portion                         51,477
                                                                   -------------
   Total liabilities                                                    647,129
                                                                   -------------
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                                                 (16,080,426)
Accumulated other comprehensive income                                  (73,047)
                                                                   -------------
   Total stockholders' equity                                          (213,095)
                                                                   -------------
   Total liabilities and stockholders' equity                      $    434,034
                                                                   =============
</TABLE>

              See accompanying notes to these financial statements

                                        1
<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                            Statements of Operations
                       For the Three and Nine Months Ended
                             March 31, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                             For the Three Months         For the Nine Months
                                               Ended March 31,              Ended March 31,
                                          --------------------------  --------------------------
                                              2002          2001          2002         2001
                                          (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
                                          ------------  ------------  ------------  ------------
<S>                                       <C>           <C>           <C>           <C>
Revenues:
Advisory and transaction fees             $    89,500   $ 1,621,530   $   287,500   $ 2,005,530
General and administrative expenses           195,956       195,303       773,049       553,505
                                          ------------  ------------  ------------  ------------
Operating income (loss)                      (106,456)    1,426,227      (485,549)    1,452,025
                                          ------------  ------------  ------------  ------------
Other income (expense):
   Provision for uncollectible
       receivables from related parties       (71,249)            -      (261,575)            -
   Loss on sale of marketable securities      (13,130)      (40,444)     (297,676)      (71,463)
   Loss on sale of investments                      -      (118,813)            -      (118,813)
   Impairment of investments                  (64,036)            -      (424,887)   (7,078,974)
   Earnings/(losses) in equity-method
      investments                                   -       134,919       (80,164)      267,304
   Interest income                              1,006         1,562         9,744        21,632
   Other income                                   250        11,600         7,450        12,643
                                          ------------  ------------  ------------  ------------
      Total other expense                    (147,159)      (11,176)   (1,047,108)   (6,967,671)
Net income (loss)                            (253,615)    1,415,051    (1,532,657)   (5,515,646)
Other comprehensive loss:
   Unrealized gain (loss) on marketable
      securities                              (76,534)      (54,370      (139,769)      (88,397)
                                          ------------  ------------  ------------  ------------
Comprehensive loss                        $  (330,149)  $ 1,360,681   $(1,672,426)  $(5,604,043)
                                          ============  ============  ============  ============
Net loss per common share:
   Basic and dilutive                     $      (.01)  $      0.80   $     (0.03)  $     (0.33)
                                          ============  ============  ============  ============
Weighted common shares outstanding         58,034,430    17,202,900    58,034,430    17,202,900
                                          ============  ============  ============  ============
</TABLE>


              See accompanying notes to these financial statements.

                                        2
<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                            Statements of Cash Flows
          For the Nine Months Ended March 31, 2002 and 2001 (Unaudited)
<TABLE>
<CAPTION>

                                                              2002          2001
                                                          ------------  ------------
<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                       $(1,532,657)  $(5,515,646)
Adjustments to reconcile net income (loss) to net cash
(used) provided by operating activities:
   Depreciation                                                31,276             -
   Provision for uncollectible accounts                       238,683             -
   Loss on sale of securities                                 297,676        71,463
   Loss on sale of investment                                       -       118,813
   Losses (earnings) in equity-method investments              80,164      (267,304)
   Impairment of investments                                  424,887     7,078,974
   Investments exchanged for services                          85,200             -
Changes in operating assets and liabilities:
   Decrease (increase) in prepaid expenses                     99,013         5,000
   Increase in receivables from related parties for fees      (97,574)   (1,134,369)
   Decrease in deposits                                        60,000        (1,064)
   Decrease (increase) in notes receivable                     83,700      (594,000)
   Increase in accounts payable and accrued expenses           39,267       117,954
   Increase in payables to related parties                    174,419             -
   Decrease in unearned consulting fees                       (54,335)       82,300
   Decrease in other liabilities                               (5,676)      (35,216)
                                                          ------------  ------------
Net cash (used) provided by operating activities              (75,957)      (73,095)

CASH FLOWS FROM INVESTING ACTIVITIES:
   (Purchases) sales of marketable securities, net            (18,404)     (124,016)
   (Increase) decrease in advances to related parties          92,572      (140,616)
   Increase in equity-method investments                            -      (274,000)
   Sale of investment                                               -       100,000
   Purchases of fixed assets                                   (3,777)      (94,709)
                                                          ------------  ------------
Net cash provided (used) by investing activities               70,391      (533,341)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on capital lease obligation                       (10,740)            -
                                                          ------------  ------------
Net cash (used) by financing activities                       (10,740)            -
                                                          ------------  ------------
Net decrease in cash                                          (16,306)     (606,436)
Cash and cash equivalents, beginning of period                 16,353       790,001
                                                          ------------  ------------
Cash and cash equivalents, end of period                  $        47   $   183,565
                                                          ============  ============
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   $         -
                                                          ============  ============
   Marketable securities exchanged for receivables to
     related parties                                      $   138,850   $         -
                                                          ============  ============
</TABLE>

              See accompanying notes to these financial statements.

                                        3
<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2002 (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 March 31,
2002, 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
                           March 31, 2002 (Unaudited)

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

The interim financial data as of March 31, 2002, and for the three and nine
months ended March 31, 2002 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 March 31, 2002, and the results of its operations and cash flows
for the three and nine months ended March 31, 2002 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 nine months ended March 31, 2002 and 2001, the Company recognized
revenue from these advisory agreements of $262,500 and $616,000, respectively,
which are included in revenues from clients in the accompanying statements of
operations and comprehensive income (loss). During the quarter ended March 31,
2001, the Company earned a net referral fee of $567,000 and a merger fee of
$823,000, which are included in revenues from clients. 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 $50,000 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 $395,000 at March 31, 2002. Upon collection, the Company will record the
revenues from these advisory agreements.


                                        5

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2002 (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 March 31, 2002:
<TABLE>
<CAPTION>

                                    Fair    Unrealized    Number of
Investee Name (Symbol)    Cost    Value(1)  Gain (Loss)  Shares Held
----------------------  --------  --------  -----------  -----------
<S>                     <C>       <C>       <C>            <C>
Hart Industries (HENI)  $ 67,694  $ 15,181  $ (52,513)     843,390
Global Axcess (GLXS)      25,000     6,000    (19,000)     500,000
Oasis Resorts (OSRI)       1,701       167     (1,534)       3,334
                        --------  --------  ----------
    Totals              $ 94,395  $ 21,348  $ (73,047)
                        ========  ========  ==========
</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 nine months ended March 31, 2002, 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. During the current quarter, the
Company received 500,000 shares of GLXS common stock as payment on amounts owing
from an affiliate, valued at $25,000 at the date of the transfer. In addition,
during the nine 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 current quarter, the Company received 335,000 shares of HENI common
stock valued at $30,150 as payment on amounts due from an affiliate. In
addition, the Company received 930,000 shares of HENI common stock valued at
$83,700 as payment on amounts owing on the notes receivable. See Note 5 for
further discussion of the notes receivable.

                                        6

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2002 (Unaudited)

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. See Note 12 for further discussion.

During the nine months ended March 31, 2002, the Company sold various
available-for-sale equity securities through a national brokerage firm. The net
loss on these transactions was $3,610.

NOTE 5.  RECEIVABLES FROM RELATED PARTIES

Receivables from related parties consist of the following at March 31, 2002:
<TABLE>
<CAPTION>


                                       Net                                                   Net
                                    Balances, Billings                                     Balances,
                                    June 30,     and                            Current    March 31,
 Receivables From Related Parties     2001    Advances  Collections   Other    Provision     2002
----------------------------------  --------  --------  ----------- ---------  ----------  --------
<S>                                 <C>       <C>       <C>         <C>        <C>         <C>
Casino Management of America, Inc.  $      -  $ 32,500  $  (2,500)  $      -   $ (30,000)  $      -
Fred G. Luke                          86,973    23,837     (2,044)         -           -    108,766
Global Trade Finance, Inc.           123,793         -   (177,829)    87,631           -     33,595
NuOasis Resorts, Inc. & subsidiary    30,150   145,000    (83,150)         -     (92,000)         -
NuVen Advisors, Inc.                  57,469    36,215     (5,876)   (49,882)    (32,426)     5,500
NuVen Advisors LP                     21,219        33     (1,100)         -       1,014     21,166
Others                                40,061   299,730    (22,000)   (56,336)   (241,270)    20,185
                                    --------  --------  ----------  ---------  ----------  --------
                                    $359,665  $537,315  $(294,499)  $(18,587)  $(394,682)  $189,212
                                    ========  ========  ==========  =========  ==========  ========
</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. The notes were further discounted to
$83,700 due to the subsequent decline in the market value of the collateral
stock and a loss taken in fiscal year 2001. In February 2002, the collateral
stock on certain of these loans was transferred to the Company. The Company
received 930,000 shares of HENI common stock as payment on these notes with a
market value of $83,700.

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
nine months was $80,164. The carrying value of BSUR at March 31, 2002, was
$18,235. At March 31, 2002, the Company owned 25,639,147 shares or approximately
79% of the outstanding BSUR common stock.

                                        7

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2002 (Unaudited)

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 nine months ended
March 31, 2002, 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 March 31, 2002.

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 March 31, 2002 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. Since the
transfer, the securities held by Wirelease has significantly declined in value.
During the three months ended September 30, 2001, management recorded a
provision for impairment in the amount of $360,851. During the current quarter,
the Company evaluated the value of Wirelease and determined it had not become
operational as expected and had no value. Therefore, the carrying value of
$64,036 was written off as an impairment of investment.

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 nine months an additional $30,835 of advisory fees
were recognized and $23,500 in expense reimbursements were recorded reducing the
balance at March 31, 2002 to zero.


                                        8

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2002 (Unaudited)

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 (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

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 $41,500 in loans from three related companies, and $29,934 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 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.


                                        9

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2002 (Unaudited)

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 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

10

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2002 (Unaudited)

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
                           March 31, 2002 (Unaudited)

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

Results of Operations

Quarter Ended March 31, 2002 Compared to Quarter Ended March 31, 2001

During the quarter ended March 31, 2002 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
third quarter of fiscal 2002 from affiliated companies of $89,500 compared to
$232,000 for 2001. The decrease is due to recording $50,000 of unearned revenues
against the allowance for doubtful accounts and a decrease in the number of
companies with advisory agreements.

In the third quarter of fiscal 2001, the Company received a net merger fee of
$823,000 from the merger of one of the affiliated companies that it managed to
an unrelated company which closed in March 2001. The Company also earned a
referral fee of $567,000 from the introduction of a potential merger deal with
another managed affiliated company. The Company did not facilitate any mergers
during the current fiscal quarter.

General and administrative expenses were $196,000 in the current quarter
compared to $195,000 in the comparable period last year.

Nine Months Ended March 31, 2002 Compared to the Nine Months Ended March 31,
2001

During the nine months ended March 31, 2002 and 2001, the Company was actively
managing affiliated companies under advisory agreements assumed from NuVen
Advisors, Inc. in fiscal 2000. During the nine months ended March 31, 2002 and
2001, the Company earned advisory fees from affiliated companies of $ 262,500
and $616,000. The decrease is due to recording $156,000 of unearned revenues
against the allowance for doubtful accounts and a decrease in the number of
companies with advisory agreements. During the nine months ended March 31, 2002
and 2001, the Company earned referral fees of $25,000 and $567,000,
respectively, from the introduction of a potential merger deal with another
managed affiliated company. During the nine months ended March 31, 2001, the
Company earned merger fees of $823,000, net of expenses and liabilities assumed,
from the merger of one of the affiliated companies that it managed to an
unrelated company which closed in March 2001. No merger fees were earned during
the current fiscal year.

General and administrative expenses were $773,000 in the current quarter
compared to $553,000 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 $47 at March 31, 2002.

As of March 31, 2002, Newbridge had negative working capital of $504,000, 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 in a significant benefit to
the Company. The Company has significant receivables from related parties which
required reserves as of March 31, 2002, in the amount of $1.7 million. 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

                                       12

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2002 (Unaudited)

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 $76,000 in cash during the nine months
ended March 31, 2002 compared to $73,000 in fiscal year 2001, investing
activities provided $70,000 in cash compared to using $533,000 in cash in fiscal
2001. This was primarily due to decreases in net advances to related parties,
the purchase of fixed assets and purchasing marketable securities. Net cash
decreased $16,000 during the current fiscal year.

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
                           March 31, 2002 (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
                           March 31, 2002 (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