---

---

U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-QSB

|/x/ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------

For the quarterly period ended April 30, 2001

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 000-28645

---

STARBRIDGE GLOBAL INC.(Name of Small Business Issuer in Its Charter)

State of Nevada(State or other jurisdiction of
incorporation or organization)

94-3346241(I.R.S. Employer Identification No.)


Suite 2, 25 Prospect Street, Box Hill, Victoria 3128, Australia(Address of principal executive offices) (Zip Code)

011 61 2 9999 3884(Issuer's telephone number)

Securities
registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value

---

Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

The
number of shares outstanding of each of the issuer's classes of common equity:
39,854,565 Shares of Common Stock, $0.001 par value as at June 8, 2001.

Transitional
Small Business Disclosure Format (check one):
Yes / /  No /x/

---

---

---



TABLE OF CONTENTS

|        |  |                                                           |  | Page
|------- |  | --------------------------------------------------------- |  | ----
|PART I  |  | FINANCIAL INFORMATION                                     |  |     
|Item 1. |  | Financial Statements                                      |  | 3   
|        |  | Balance Sheets                                            |  | 3   
|        |  | Statements of Operations                                  |  | 4   
|        |  | Statements of Cash Flows                                  |  | 5   
|Item 2. |  | Management's Discussion and Analysis or Plan of Operation |  | 10  
|PART II |  | OTHER INFORMATION                                         |  | 12  

CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain
statements in "Item 2. Management's Discussion and Analysis or Plan of Operation," and elsewhere in this report constitute "forward-looking statements" within the meaning of the Securities and
Exchange Act of 1934. Such statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "expect,"
"anticipate," "estimate" or "continue" or use of negative or other variations or comparable terminology. StarBridge Global Inc. cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from those contained in the forward-looking statements, that these forward-looking statements are necessarily speculative, and there are
certain risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements.

2

---



STARBRIDGE GLOBAL INC.  (A DEVELOPMENT STAGE COMPANY)  CONSOLIDATED CONDENSED BALANCE SHEETS  APRIL 30, 2001 AND JANUARY 31, 2001

|                                        |                                                                                                            | April 30, 2001                             |                            | January 31, 2001 |           
|--------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------------------------ | -------------------------- | ---------------- | ----------
|
|ASSETS                                  |                                                                                                            |                                            |                            |                  |           
|CURRENT ASSETS                          |                                                                                                            |                                            |                            |                  |           
|                                        | Cash and equivalents                                                                                       |                                            | $                          | 29,147           |           
|                                        | Accounts receivableaffiliate                                                                              |                                            |                            | 9,597            |           
|                                        | Accounts receivable                                                                                        |                                            |                            | 43,478           |           
|                                        | Other assetsdeposits                                                                                      |                                            |                            | 3,744            |           
|                                        |                                                                                                            |                                            |                            |                  |           
|                                        |                                                                                                            |                                            | Total current assets       |                  |           
|FURNITURE & EQUIPMENT, Net              |                                                                                                            |                                            | 20,095                     |                  |           
|SOFTWARE DEVELOPMENT, Net               |                                                                                                            |                                            | 149,130                    |                  |           
|GOODWILL, Net                           |                                                                                                            |                                            | 8,712,067                  |                  |           
|EQUITY INVESTMENT IN JOINT VENTURE, net |                                                                                                            |                                            | 3,703,221                  |                  |           
|                                        |                                                                                                            |                                            |                            |                  |           
|                                        |                                                                                                            |                                            | TOTAL ASSETS               |                  | $         
|                                        |                                                                                                            |                                            |                            |                  |           
|LIABILITIES AND STOCKHOLDERS' EQUITY    |                                                                                                            |                                            |                            |                  |           
|CURRENT LIABILITIES                     |                                                                                                            |                                            |                            |                  |           
|                                        | Accounts payable and accrued expenses                                                                      |                                            | $                          | 161,365          |           
|                                        | Salaries and consulting fees payable                                                                       |                                            |                            | 1,025,454        |           
|                                        | Directors' fees payable                                                                                    |                                            |                            | 367,323          |           
|                                        | Unearned revenue                                                                                           |                                            |                            | 57,970           |           
|                                        | Directors' advances                                                                                        |                                            |                            | 580,937          |           
|                                        | Loans payablestockholders                                                                                 |                                            |                            | 432,822          |           
|                                        |                                                                                                            |                                            |                            |                  |           
|                                        |                                                                                                            |                                            | Total current liabilities  |                  |           
|MINORITY OWNER'S INTEREST IN SUBSIDARY  |                                                                                                            |                                            | 58,982                     |                  |           
|STOCKHOLDERS' EQUITY                    |                                                                                                            |                                            |                            |                  |           
|                                        | Common stock, par value $0.001 per share; 200,000,000 shares authorized; 39,737,707 issued and outstanding |                                            |                            | 39,737           |           
|                                        | Additional paid-in capital                                                                                 |                                            |                            | 20,892,821       |           
|                                        | Stock subscription receivable                                                                              |                                            |                            | (290,000         | )         
|                                        | Deferred stock compensation                                                                                |                                            |                            | (2,525,800       | )         
|                                        | Deficit accumulated during the development stage                                                           |                                            |                            | (8,131,132       | )         
|                                        |                                                                                                            |                                            |                            |                  |           
|                                        |                                                                                                            |                                            | Total stockholders' equity |                  |           
|                                        |                                                                                                            |                                            |                            |                  |           
|                                        |                                                                                                            | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                            | $                | 12,670,479
|                                        |                                                                                                            |                                            |                            |                  |           

3

---



STARBRIDGE GLOBAL INC.  (A DEVELOPMENT STAGE COMPANY)  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS  FOR THE THREE MONTHS ENDED APRIL 30, 2001  AND THE PERIOD FROM INCEPTION
(JANUARY 14, 1998) TO APRIL 30, 2001

|                                                     |                                  | For the three
months ended
April 30, 2001 |                          | Inception
(January 14, 1998) to
April 30, 2001 |  
|---------------------------------------------------- | -------------------------------- | ----------------------------------------- | ------------------------ | ---------------------------------------------- | -
|
|SALES REVENUE                                        |                                  |                                           | 13,527                   |                                                |  
|Less: Cost of sales                                  |                                  |                                           | 2,029                    |                                                |  
|                                                     |                                  |                                           |                          |                                                |  
|GROSS PROFIT                                         |                                  |                                           | 11,498                   |                                                |  
|OPERATING EXPENSES                                   |                                  |                                           |                          |                                                |  
|                                                     | Amortization & depreciation      |                                           |                          | 128,982                                        |  
|                                                     | Consulting fees                  |                                           |                          | 227,399                                        |  
|                                                     | Directors' fees and compensation |                                           |                          | 556,250                                        |  
|                                                     | Employee benefits                |                                           |                          | 7,924                                          |  
|                                                     | Licensing fees and taxes         |                                           |                          |                                               |  
|                                                     | Management and partnership fees  |                                           |                          | 3,623                                          |  
|                                                     | Other administrative expenses    |                                           |                          | 2,128                                          |  
|                                                     | Organizational expense           |                                           |                          |                                               |  
|                                                     | Printing and office expenses     |                                           |                          | 10,295                                         |  
|                                                     | Professional fees                |                                           |                          | 74,041                                         |  
|                                                     | Public relations and advertising |                                           |                          |                                               |  
|                                                     | Salaries and wages               |                                           |                          | 134,806                                        |  
|                                                     | Stock related fees               |                                           |                          | 487                                            |  
|                                                     | Travel and related expenses      |                                           |                          | 70,743                                         |  
|                                                     |                                  |                                           |                          |                                                |  
|                                                     |                                  |                                           | Total operating expenses |                                                |  
|                                                     |                                  |                                           |                          |                                                |  
|LOSS FROM OPERATIONS                                 |                                  |                                           | (1,205,180               | )                                              |  
|OTHER INCOME                                         |                                  |                                           | 39                       |                                                |  
|                                                     |                                  |                                           |                          |                                                |  
|LOSS BEFORE EQUITY INTERESTS                         |                                  |                                           | (1,205,141               | )                                              |  
|Net Equity in earnings of joint venture              |                                  |                                           | (44,825                  | )                                              |  
|Minority owner's share of subsidiary's net loss      |                                  |                                           | 19,202                   |                                                |  
|                                                     |                                  |                                           |                          |                                                |  
|NET LOSS                                             |                                  | $                                         | (1,230,764               | )                                              | $
|                                                     |                                  |                                           |                          |                                                |  
|Weighted Average Number of Common Shares Outstanding |                                  |                                           | 39,737,707               |                                                |  
|                                                     |                                  |                                           |                          |                                                |  
|Net loss per sharebasic and diluted                 |                                  | $                                         | (0.03                    | )                                              | $
|                                                     |                                  |                                           |                          |                                                |  

See
accompanying notesunaudited

4

---



STARBRIDGE GLOBAL INC.  (A DEVELOPMENT STAGE COMPANY)  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS  FOR THE THREE MONTHS ENDED APRIL 30, 2001  AND THE PERIOD FROM INCEPTION
(JANUARY 14, 1998) TO APRIL 30, 2001

|                                                                            |                                                 | For the three
months ended
April 30, 2001 |                   | Inception
(January 14, 1998) to
April 30, 2001 |        
|--------------------------------------------------------------------------- | ----------------------------------------------- | ----------------------------------------- | ----------------- | ---------------------------------------------- | -------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                 |                                           |                   |                                                |        
|Net loss                                                                    |                                                 | $                                         | (1,230,764        | )                                              | $      
|                                                                            |                                                 |                                           |                   |                                                |        
|Adjustments to reconcile net loss to net cash used in operating activities: |                                                 |                                           |                   |                                                |        
|                                                                            | Net equity in earnings of joint venture         |                                           |                   | 44,825                                         |        
|                                                                            | Minority owner's share of subsidiary's net loss |                                           |                   | (19,202                                        | )      
|                                                                            | Depreciation and amortization                   |                                           |                   | 128,982                                        |        
|                                                                            | Stock issued for services and compensation      |                                           |                   | 560,400                                        |        
|                                                                            | Changes in operating assets and liabilities:    |                                           |                   |                                                |        
|                                                                            |                                                 | Accounts receivableaffiliate             |                   |                                                |       
|                                                                            |                                                 | Accounts receivable                       |                   |                                                | (43,478
|                                                                            |                                                 | Other assetsdeposits                     |                   |                                                | (3,744 
|                                                                            |                                                 | Accounts payable and accrued expenses     |                   |                                                | (39,773
|                                                                            |                                                 | Unearned income                           |                   |                                                | 32,366 
|                                                                            |                                                 | Salaries and consulting fees payable      |                   |                                                | 211,936
|                                                                            |                                                 | Directors' fees payable                   |                   |                                                | 93,750 
|                                                                            |                                                 |                                           |                   |                                                |        
|                                                                            |                                                 |                                           | Total adjustments |                                                |        
|                                                                            |                                                 |                                           |                   |                                                |        
|                                                                            |                                                 |                                           |                   | Net cash used in operating activities          |        
|                                                                            |                                                 |                                           |                   |                                                |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                 |                                           |                   |                                                |        
|                                                                            | Purchase of office furniture and equipment      |                                           |                   | (3,856                                         | )      
|                                                                            | Software development costs                      |                                           |                   | (6,039                                         | )      
|                                                                            | Net cash acquired on acquisition of subsidiary  |                                           |                   |                                               |        
|                                                                            |                                                 |                                           |                   |                                                |        
|                                                                            |                                                 |                                           |                   | Net cash used in investing activities          |        
|                                                                            |                                                 |                                           |                   |                                                |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                 |                                           |                   |                                                |        
|                                                                            | Net proceeds from issuance of common stock      |                                           |                   |                                               |        
|                                                                            | Net borrowings from stockholders                |                                           |                   | 59,290                                         |        
|                                                                            | Net borrowings from directors                   |                                           |                   | 235,126                                        |        
|                                                                            |                                                 |                                           |                   |                                                |        
|                                                                            |                                                 |                                           |                   | Net cash provided by financing activities      |        
|                                                                            |                                                 |                                           |                   |                                                |        
|NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS                        |                                                 |                                           | 19,819            |                                                |        
|CASH AND CASH EQUIVALENTSBEGINNING                                         |                                                 |                                           | 9,328             |                                                |        
|                                                                            |                                                 |                                           |                   |                                                |        
|CASH AND CASH EQUIVALENTSENDING                                            |                                                 | $                                         | 29,147            |                                                | $      
|                                                                            |                                                 |                                           |                   |                                                |        

See
accompanying notesunaudited

5

---



STARBRIDGE GLOBAL, INC.  (A DEVELOPMENT STAGE COMPANY)        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

NOTE 1.  BASIS OF PREPARATION

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. Results for the three months ended
April 30, 2001 are not necessarily indicative of the results that may be expected for the year ending January 31, 2002.

The
financial data at January 31, 2001 is derived from audited financial statements which are included in the Company's Form 10-KSB filed on May 11,
2001 and should be read in conjunction with the audited financial statements and the notes thereto. Information relating to the period from inception (January 14, 1998) to April 30, 2001
included in the consolidated condensed statements of operations and cash flows, has not been reviewed by independent accountants.

NOTE 2.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

StarBridge Global Inc. (the "Company") was organized as a Nevada corporation on May 31, 1990, under the name Equishare Development Corp. On
May 31, 1991, the Company was involuntarily dissolved; on July 30, 1992 it was reinstated. The Company was again involuntarily dissolved on May 31, 1994, then reinstated
March 13, 1995. As the surviving corporation of a merger with a California corporation, the name was changed to Southland Financial, Inc. on April 24, 1995. On May 31, 1996
the Company was again involuntarily dissolved. On January 14, 1998 the Company was reinstated to a corporation of good standing with the State of Nevada.

On
April 3, 2000, the Company acquired all the outstanding shares of common stock of Cactus Multimedia I, Inc. (Cactus), a Delaware corporation, in consideration for
500,000 shares of the Company's Common Stock. Upon effectiveness of the acquisition the Company became the successor issuer to Cactus for reporting purposes, under the Securities Exchange Act of 1934.
On November 21, 2000, the Company changed its name to StarBridge Global Inc.

Development Stage Enterprise

The Company is currently considered to be in the development stage and therefore has adopted the accounting and reporting standards of SFAS 7 "Accounting and
Reporting by Development Stage Enterprises".

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

6

---

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of StarBridge Global Inc., its wholly-owned subsidiaries, Cactus Multimedia
I, Inc. and Gold Phoenix Associates Limited, and its partly-owned (60%) subsidiary Ai Wei Information Technology Corporation Ltd. All significant intercompany accounts and transactions
have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents includes cash balances held at a bank and all short term investments with initial maturities of three months or less.

Depreciation and amortization

Furniture and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets
ranging from three to five years. At April 30, 2001, accumulated depreciation was $2,614. Capitalized costs of purchased and internally developed software are amortized on the
straight-line method over not more than three years. At April 30, 2001, accumulated amortization of software development was $49,372.

Goodwill

Goodwill represents the excess of cost over the fair value of the net assets acquired pursuant to the Gold Phoenix Associates Limited acquisition. The Company
amortizes goodwill over 20 years. Goodwill amortization for the three months ended April 30, 2001, was $111,693 and at April 30, 2001 accumulated amortization of goodwill was
$223,386.

Net Loss Per Share

The Company applies Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). Net loss per share is computed by
dividing net loss by the weighted average number of common shares outstanding during the reported periods after giving effect to a one-for-239 share reverse stock split in
January 1998. Outstanding stock equivalents were not considered in the calculation, as their effect would have been anti-dilutive.

Investments

Investments in joint ventures, owned more than 20% but not in excess of 50%, are recorded under the equity method.

Foreign Currency Translation

The financial positions and results of operations of the Company's foreign operations are measured using local currency as the functional currency. Revenues
and expenses of those operations have been translated into US dollars at average exchange rates during the period. Assets and liabilities have been translated at the rates of exchange at the balance
sheet date. Any resulting translation adjustments are made directly to a separate component of "Stockholders' equity." During the three months ended April 30, 2001, there were no material
translation adjustments.

7

---

NOTE 3.  GOING CONCERN

The financial statements of the Company have been prepared assuming that the Company will continue as a going concern. The Company has sustained substantial
losses and negative cash flows since inception. In the absence of achieving profitable operations and positive cash flows from operations or obtaining additional debt financing or equity from other
sources, the Company may have difficulty meeting its current obligations.

Management
believes that actions presently being taken, including efforts to sell common stock and secure debt financing, provide the opportunity for the Company to continue as a
going concern. In addition, certain stockholders and directors have orally agreed to not pursue collection of amounts due until such time as the Company achieves profitable operations and/or it is
deemed by the directors that the Company has sufficient working capital.

NOTE 4.  INVESTMENTS

The Company has a 45% interest in a Sino-foreign joint venture, CCF StarBridge Hengxin Corporation Ltd. and accounts for this investment
under the equity method. For the three months ended April 30, 2001, the joint venture reported the following results:

Net sales

$
836,000Net income

$
92,889


StarBridge
Global Inc.'s net equity in the earnings of the joint venture for the three months ended April 30, 2001:

Share of joint venture's net income:

$
41,800Less: Amortization expense for the excess of cost over the underlying net assets of the joint venture

$
(86,625
)Net equity in earnings of joint venture

$
(44,825
)


The
Company's investment in the joint venture includes the unamortized excess of the company's investment over its equity in the joint venture's net assets. This excess was $3,197,673
at April 30, 2001, and is being amortized on a straight-line basis over an estimated economic useful life of 10 years.

NOTE 5.  COMMITMENTS AND CONTINGENCIES

Commitments

Future
annual minimum payments under an employment agreement with Mr. David Turik are as follows:

Year ended January 31, 2002

$
350,000


Litigation

In
January 2001, two private investors added Southland Financial Inc. ("Southland") as defendant in a legal action previously filed in 1998 against other defendants
before the California Superior Court in Los Angeles. The claim alleges fraud and negligent misrepresentation in 1995 by the then directors,

8

---

officers, employees and affiliated law firms of Southland regarding the financial condition of the then U.S. mortgage business, the status of the license from the U.S. Department of Housing and Urban
Development ("HUD") and the proposed use of the investors' funds. Plaintiffs seek damages in the amount of their $251,000 investment and other unspecified damages.

The
Company has initiated settlement discussions with plaintiffs, with due regard to the nature of the Company's involvement relative to the other defendants, to avoid the costs of
litigation. Because of the early stage of the Company's inclusion in this matter the outcome of this action is uncertain and accordingly, no amounts have been accrued in these financial statements.

NOTE 6.  SUBSEQUENT EVENTS

On March 21, 2001, the Company entered into an agreement with Mr. David A. Turik that, in exchange for a loan of $500,000 to the Company from
Mr. Turik, which amount Mr. Turik is going to borrow from
a third party and secure against two million shares of Common Stock beneficially owned by him (the "Collateral Stock"), the Company will issue three million unregistered shares of Common Stock to
Mr. Turik and assume Mr. Turik's obligations under agreements executed between Mr. Turik and the third party. Furthermore, the Collateral Stock will immediately become the
property of the Company when the three million shares are issued to Mr. Turik, and will remain the property of the Company when such shares are no longer held as collateral by the third party.
As of June 8, 2001, only $150,000 of the loan amount had been received by Mr. Turik from the third party and advanced to the Company, and the three million shares of Common Stock are yet
to be issued to Mr. Turik.

On
April 17, 2001, the Company received the sum of $100,000 from the Chairman of the Board of Directors, Mr. Larry Smith. In exchange for such payment, the Company
anticipates executing a Director's Service Agreement and related Non-qualified Stock Option Agreement with Mr. Smith, in which the form and content would be substantially similar to
that executed with other non-executive directors, except that Mr. Smith will acquire 1,550,000 shares of Common Stock and accept the position of Chairman of the Board.

9

---

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management believes comparison of the results of operations for the three-month period ended April 30, 2001 to the three-month period ended
April 30, 2000 would not be meaningful as the Company is a development-stage company, has sustained substantial operating losses and has sustained negative cash flows since inception.

Plan of Operation

Since its inception the Company has sustained a net loss of $8,131,132. The net loss for the three months ended April 30, 2001 was $1,230,764
attributable to operating expenses of $1,216,678. These operating expenses principally comprise consulting and professional fees, directors' fees and compensation, and salaries and wages. A
substantial portion of these expenses related to the amortization of deferred stock compensation in the current period, reflecting non-cash expenses for future services paid by Common
Stock issued in the prior fiscal year.

The
Company generates revenues and earnings through two joint venture projects in China.

CCF
StarBridge Hengxin Corporation Ltd. ("CCF StarBridge"), a Sino-foreign joint venture 45% owned by the Company and 55% owned by China Beijing CCF StarBridge
Computer Technology Co. Ltd., a Chinese company, is a network systems integration and applications development business and also the holder of a national ISP license in China. During the three
months ended April 24, 2001, CCF StarBridge recorded sales revenues of $836,000 and net income of $92,889. The Company's share of this net income was $41,800, however, after allowing for
$86,625 amortization expense relating to the notional goodwill arising on its investment, the Company recorded a small loss in the net equity in earnings of joint venture for the quarter of $44,825.
The Chinese New Year holidays impacted on work orders in the early part of the quarter, resulting in lower sales and net income compared to the previous fiscal quarter ended January 31, 2001.

The
Company also owns 100% of Gold Phoenix Associates Limited. The sole material asset of Gold Phoenix is a joint venture interest in Ai Wei Information Technology
Corporation Ltd. ("Ai Wei"), a Sino-foreign joint venture company in China that is owned 60% by Gold Phoenix and 40% by China Changfeng, one of the research institutes of the China
National Space Administration which is under the control of the State Council of China. Ai Wei was formed to develop a health card registration and management system ("HCRM System") in China for those
individuals working in the food industry.
The HCRM System is designed to provide a computerized system for the registration and data storage process regarding hygiene standard inspections and other information relating to workers in the food
industry utilizing a smart card system consisting of a credit-card size plastic card with an imbedded computer chip.

During
the quarter ended April 30, 2001, Ai Wei continued to develop the implementation plan for the rollout of the smart card system and sold approximately 7,000 smart cards,
generating sales revenue of $13,527. As at April 30, 2001, the Company recorded unearned income of $57,970 representing advance orders from agents for approximately 58,000 smart cards. Ai Wei's
contribution to the consolidated net loss for the period, after taking into account amortization of goodwill, was $175,088.

During
the current fiscal year the Company intends to focus on the implementation of the HCRM system and enter other projects with its joint venture partner China Changfeng, as well
as explore business opportunities with other parties. The Company will need to raise funds through the sale of its securities, loans or other financing alternatives as it implements its business plan.
The Company anticipates finalizing a financing alternative within the fiscal quarter ending July 31, 2001. The Company does not anticipate any expenses for research and development and expects
to purchase computer and related equipment within the next 12 months amounting to several hundred thousand

10

---

dollars. The Company also anticipates an increase in the number of employees in its Chinese subsidiary, Ai Wei, from 18 employees to approximately 30 employees by the end of the fiscal year.

Liquidity and Capital Resources

The Company, since its inception, has experienced severe negative cash flows and has met its cash requirements in part by issuing its Common Stock. Additional
funds were generated by borrowings of approximately $829,000 from stockholders and directors. The Company is seeking additional funding to facilitate its business plan which management anticipates
finalizing in the fiscal quarter ending July 31, 2001. Note 3 of the Consolidated Condensed Financial Statements states that the Company may have difficulty in continuing as a going
concern if equity and/or debt financing is not secured.

The
Company has never paid cash dividends on its Common Stock. The Company presently intends to retain future earnings, if any, to finance the expansion of its business and does not
anticipate that any cash dividends will be paid in the foreseeable future. The future dividend policy will depend on the Company's earnings, capital requirements, expansion plans, financial condition
and other relevant factors.

11

---



PART II.  OTHER INFORMATION

ITEM 1. Legal Proceedings

There was no material development in the legal proceedings described in the Company's Form 10-KSB filed with the SEC on May 11, 2001.

ITEM 2.  Changes in Securities and Use of Proceeds

On January 30, 2001 and May 18, 2001, the Company issued 68,281 and 116,858 shares, respectively, to one of its consultants, Richard A. Pullia,
in exchange for his services, pursuant to a Consultancy Contract dated February 1, 2001. The Common Stock issued in the transaction described above was issued without registration pursuant to
Regulation S under the Securities Act of 1933, as amended.

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





12

---





SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                    |  | STARBRIDGE GLOBAL INC.
|------------------- |  | ----------------------
|Date: June 13, 2001 |  | By:                   

13

---

QuickLinks