UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                   FORM 10-QSB
                                 ---------------
(Mark One)
          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002

                                       OR

          [ ] 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: 000-28909

                       GreyStone Digital Technology, Inc.
             (Exact Name of Registrant as Specified in its Charter)
                                 ---------------

     Delaware                                             84-1107140
     --------                                             ----------
     (State or other jurisdiction                         (IRS Employer
     incorporated or organization)                        Identification No.)

          15303 North Dallas Parkway, Suite 1150, Addison, Texas 75001
               (Address of Principal Executive Offices) (Zip Code)

                                 (972) 458-3900
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

TITLE OF EACH CLASS                            OUTSTANDING AT SEPTEMBER 30, 2002
-------------------                            ---------------------------------

Common Stock, $.001 par value                                       75,588,326

                                       1
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INDEX

                       GreyStone Digital Technology, Inc.

                                                                                                                           Page No.
                                                                                                                           --------
<S>         <C>       <C>                                                                                                    <C>

PART I.              FINANCIAL INFORMATION FOR GREYSTONE DIGITAL TECHNOLOGY
                     AND SUBSIDIARY

           Item 1.   FINANCIAL STATEMENTS


                     Consolidated Balance Sheets at September 30, 2002 (unaudited)                                             3
                               and March 31, 2002

                     Consolidated Statements of Operations (unaudited) for the three                                           4
                                and six months ended September 30, 2002 and 2001
                     Consolidated Statements of Cash Flows (unaudited)                                                         5
                               for the six months ended September 30, 2002 and 2001


                     Notes to Consolidated Unaudited Financial Statements                                                      7

           Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS  OR PLAN
                     OF OPERATIONS                                                                                            13


PART II.   OTHER INFORMATION

           Item 1.   LEGAL PROCEEDINGS                                                                                        15

           Item 2.   CHANGES IN SECURITIES                                                                                    17

           Item 3.   CONTROLS AND PROCEDURES                                                                                  17

           Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS17

           Item 5.   OTHER INFORMATION                                                                                        17

           Item 6.   EXHIBITS AND REPORTS ON FORM 8-K                                                                         18

CERTIFICATION                                                                                                                 19

EXHIBIT INDEX                                                                                                                 20

</TABLE>

                                       2
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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND NOTES

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                GREYSTONE DIGITAL TECHNOLOGY, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                                                                                             September 30,               March 31,
                                                                                               2002                       2002
                                                                                            (Unaudited)
                                                                     ASSETS
<S>                                                                                <C>                           <C>

Current assets:

  Accounts receivable                                                                                     $ -                $1,649

                                                                                   ---------------------------   -------------------
                                Total current assets                                                                          1,649

Equipment, net                                                                                          2,292                 2,500

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

                                Total assets                                                           $2,292                $4,149

                                                                                   ===========================   ===================


                                                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:

  Accounts payable and accrued expenses                                                            $2,895,693            $2,811,942
  Settlement payable - line of credit                                                               1,274,148             1,274,148
  Notes payable to related parties                                                                    811,247               855,644
  Due to Kiboga for license agreement                                                                 700,000               700,000
                                                                                  ---------------------------   -------------------

                                    Total current  liabilities                                      5,681,088             5,641,734
                                                                                  ----------------------------  -------------------


Commitments and contingencies (see notes 2 and 5) Stockholders' deficiency:
  Common stock, $.001 par value; 100,000,000 shares authorized;
    75,866,978 and 75,756,977 shares issued                                                            75,867                75,757
  Additional paid-in capital                                                                       53,126,101            53,096,544
  Accumulated deficit                                                                            (58,802,463)          (58,731,585)
  Treasury stock, at cost, 278,652 shares                                                            (78,301)              (78,301)
                                                                                  ----------------------------   -------------------
                                Total stockholders' deficiency                                    (5,678,796)            (5,637,585)
                                                                                  ----------------------------   -------------------
                                Total liabilities and stockholder's deficiency                         $2,292                 $4,149
                                                                                  ============================   ===================
</TABLE>


See Notes to Consolidated Financial Statements.

                                       3
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                GREYSTONE DIGITAL TECHNOLOGY, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                              Three months ended                        Six months ended
                                                               September 30,                             September 30,


                                                        2002                  2001                2002                 2001
                                                ---------------------  --------------------  -----------------  --------------------
<S>                                              <C>                     <C>                  <C>                <C>

Revenues                                                         $ -               $374,669          $230,307             $1,088,926

Expenses
   Cost of revenues                                                -                440,782           144,118                802,820
   Marketing and sales                                             -                227,623                 -                418,575
   Research and development                                        -                169,787                 -                316,468
   General and administrative                                 54,040                587,554           157,067              1,238,862
                                                ---------------------  --------------------  -----------------  --------------------

       Total expenses                                         54,040              1,425,746           301,185              2,776,725
                                                ---------------------  --------------------------------------- ---------------------
Loss from operations                                        (54,040)            (1,051,077)          (70,878)            (1,687,799)

Other income (expense)

  Interest income                                                  -                    146                 -                 17,646
  Interest expense                                                 -               (59,594)                 -               (82,878)
  Miscellaneous                                                    -                 32,558                 -                 33,168
                                                ---------------------  --------------------------------------- ---------------------
      Total other income (expense),net                             -               (26,890)                 -               (32,064)
                                                ---------------------  --------------------------------------- ---------------------

Net loss                                                    (54,040)            (1,077,967)          (70,878)            (1,719,863)
Preferred stock dividends:
Imputed cumulative stock dividends at 8%                           -               (56,979)                 -              (123,106)

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

Net loss applicable to common stockholders                 $(54,040)           $(1,134,946)         $(70,878)           $(1,842,969)
                                                =====================  ======================================= =====================

Basic and diluted net loss per share                        $ (0.00)                $(0.04)          $ (0.00)                $(0.09)
                                                =====================  ======================================= =====================
Weighted average number of common shares
outstanding, basic and diluted                            75,588,326             31,537,170        75,560,945             16,285,197
                                                =====================  ======================================= =====================
</TABLE>

See Notes to Consolidated Financial Statements.


                                       4
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               GREYSTONE DIGITAL TECHNOLOGY, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                                                                      Six months ended September 30,
                                                                                                         2002                   2001
                                                                                                         ----                   ----

<S>                                                                                                <C>           <C>

Operating activities:
      Net loss                                                                                      ($70,878)         ($1,719,863)
      Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
            Depreciation and amortization                                                                 208              109,822
            Compensation expense recorded upon issuance of warrants
              and compensatory stock options                                                                -              238,375
            Miscellaneous expenses paid in stock                                                            -               13,715
            Changes in operating assets and liabilities:
                   Accounts receivable                                                                  1,649              181,888
                   Other assets                                                                             -               13,436
                   Accounts payable and accrued expenses                                              113,418              231,836
                                                                                                --------------- --------------------

                 Net cash provided by (used in) operating activities of continuing operations          44,397            (930,791)
                                                                                                --------------- --------------------
                 Net cash used relating to discontinued operations                                          -            (418,000)
                                                                                                --------------- --------------------

                 Net cash provided by (used in) operating activities                                   44,397          (1,348,791)
                                                                                                --------------- --------------------

Financing activities:

                Net proceeds from issuances of short term notes payable                                     -              470,921
                Repayments of short term notes payable                                                      -            (157,100)
                Net repayments of notes payable to related parties                                   (44,397)                    -
                Sale of common stock for cash                                                               -              651,000
                                                                                                --------------- --------------------
                Net cash provided by (used in)  financing activities                                 (44,397)              964,821
                                                                                                --------------- --------------------

Net decrease in cash and cash equivalents                                                                   -            (383,970)
                                                                                                --------------- --------------------

Cash and cash equivalents beginning of period                                                              $-             $383,970
                                                                                                --------------- --------------------

Cash and cash equivalents end of period                                                                    $-                  $ -
                                                                                                =============== ====================

</TABLE>

See Notes to Consolidated Financial Statements.


                                       5
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                GREYSTONE DIGITAL TECHNOLOGY, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (Unaudited)



                                                                                                      Six months ended September 30,
                                                                                                         2002                   2001
                                                                                                         ----                   ----
<S>                                                                                               <C>                 <C>

Supplemental disclosure of cash flow data:
      Interest paid                                                                                       $ -                $53,698
                                                                                                 =============        ==============

Supplemental disclosure of noncash investing and financing activities
       Common stock issued upon conversion of convertible preferred stock                                 $ -               $989,705
                                                                                                 =============        ==============
      Common stock issued as payment for:
           Notes payable to principal stockholder                                                         $ -                $55,000
                                                                                                 =============        ==============
          Settlement of  payroll liabilities through exercise  of stock options                       $29,667                    $ -
                                                                                                 =============        ==============
           Services                                                                                       $ -                $65,100
                                                                                                 =============        ==============
           Imputed preferred stock dividend                                                               $ -               $123,106
                                                                                                 =============        ==============
</TABLE>


See Notes to Consolidated Financial Statements.


                                       6
<PAGE>


                GREYSTONE DIGITAL TECHNOLOGY, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1 - Unaudited interim financial statements:

The interim financial statements of GreyStone Digital Technology, Inc.
("GreyStone" or the "Company") at September 30, 2002 and for the three months
and six months ended September 30, 2002 and 2001, are unaudited, and include all
adjustments (consisting only of normal recurring adjustments) that the Company
considers necessary for a fair presentation. The March 31, 2002 balance sheet
was derived from the balance sheet included in the Company's audited financial
statements as filed on Form 10-KSB for the year ended March 31, 2002. The
accompanying unaudited interim financial statements are for interim periods and
do not include all disclosures normally provided in annual financial statements,
and should be read in conjunction with the Company's audited financial
statements. The accompanying unaudited interim financial statements for the six
months ended September 30, 2002 are not necessarily indicative of the results
that can be expected for the entire fiscal year.

Note 2 - Going concern:

The unaudited consolidated financial statements include the accounts of
GreyStone Digital Technology, Inc, formerly Express Capital Concepts, Inc. and
GreyStone Technology, Inc. ("GreyStone" or the "Company"). All significant
inter-company accounts and transactions are eliminated in consolidation.

As shown in the accompanying consolidated financial statements at September 30,
2002, the Company had a working capital deficiency of $5,681,088 and a
stockholders' deficiency of $5,678,796, and has incurred an accumulated deficit
from losses since its inception of $58,802,463. Additionally, the Company
currently has no operations and has closed its main office in San Diego. The
Company also has no cash and has a substantial amount of legal judgments and
claims against it as discussed in Note 5. Among these are liens by the IRS for
back payroll taxes. Additionally, the Company is in default on certain of its
outstanding debt as discussed in Note 5. These matters raise substantial doubt
about the ability of the Company to continue as a going concern.

Historically, the Company has funded deficits from its business operations
primarily through sales of common stock to and borrowings from its principal
stockholders and sales of common stock and convertible notes payable to private
investors pursuant to private placement memorandums and exemptions from
registration under the Securities Act of 1933.

Early in fiscal year 2002, the Company concluded that its existing operations
would continue to require further investments of cash that its principal
shareholders could not continue to provide. Consequently, the Company initiated
a program to move into an entirely different business. Accordingly, the Company
took steps to exit and close down its existing operations and then use its
status as a public company to acquire businesses that appear to have better
prospects for growth and near term generation of positive cash flow. Since June
2001, the Company has proceeded to take actions and enter into certain
agreements with two entities, Provo ("Provo") and Kiboga, Inc. ("Kiboga") that
appear to have the better prospects that it seeks; although to date these
agreements have not resulted in any operations within the Company. These
agreements have been terminated as the Company has no ability now or in the
foreseeable future to be able to perform under the terms of the agreements. As
of the date of this filing the Company has one director and officer and no
employees. These agreements, actions and proceedings are summarized below and in
Note 4 herein and in the Company's 10-KSB for the year ended March 31, 2002.

                                       7
<PAGE>

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America which contemplates (1) that the Company will continue as a going
concern, (2) realization of assets and (3) satisfaction of liabilities in the
ordinary course of business. The consolidated financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.

On July 16, 2001, the Company entered into an exclusive 99 year Marketing and
Licensing Agreement with Kiboga. The Company shall serve as marketing agent and
advisor and will assume financial responsibility for all attendant expenses
necessary to realize value from the License Agreement.

On April 5, 2002 at a meeting of shareholders called by the shareholders the
shareholders adopted resolutions to ratify and approve, among other
considerations, the methods that the Company may use to merge with Provo and, as
soon as possible, the spin-off, sale or disposition of the Company's only
operating subsidiary, GreyStone Technology, Inc.

As of May 2002 the Company had not been able to comply with all provisions of
the Marketing and Licensing Agreement with Kiboga described in Note 4 and in the
Form 10-KSB for the fiscal year ended March 31, 2002.

On May 22, 2002 the Company entered into an agreement with Kiboga to cure the
Company's default on meeting the terms of the Marketing and Licensing Agreement.
Under the terms of the new agreement the Company waived the revenue requirement
and earnings tests that Kiboga must achieve to receive an additional fifteen
million shares of the Company's common stock upon closing and the Company agreed
instead to pay Kiboga $700,000 cash on May 22, 2003, conditioned upon the
closing of the Merger with Provo, as discussed below. The Marketing and
Licensing Agreement with Kiboga has been terminated as the Company has no
ability now or in the foreseeable future to be able to perform under the terms
of the agreement.

On June 25, 2002 the Company entered into a stock purchase agreement (the
"Purchase Agreement") to acquire all of the stock of Provo for shares of
GreyStone. This purchase will transfer to the sellers of the Provo stock no less
than 40% of GreyStone's common shares on a fully diluted basis. At the same time
the Company entered into negotiations to merge Kiboga into a new wholly owned
subsidiary of GreyStone to be formed to complete the Merger.

On July 18, 2002 the Purchase Agreement of June 25, 2002 was amended to provide
that GreyStone transfer to the sellers of Provo stock no less than 18% of
GreyStone's common shares on a fully diluted basis rather than the original
agreement which provided that GreyStone would transfer 40% of GreyStone's common
shares and that Kiboga transfer to the sellers of Provo 50% of Kiboga's common
stock. The amendment stipulated that the transfer of GreyStone's and the
seller's Provo shares shall occur no later than August 31, 2002. In addition,
the amendment to the Purchase Agreement released GreyStone and Kiboga from their
respective obligations to consummate the Merger as contemplated in the Purchase
Agreement, to escrow GreyStone common shares and $5,000,000 of cash and to
transfer other consideration in order to conclude the Purchase Agreement.

                                       8
<PAGE>

On July 18, 2002 the Company announced the close on all terms precedent to
effecting the Purchase Agreement with Provo and our intention to change our name
to Provo International as soon as possible. The agreement with Provo is
dependent upon the Company becoming and remaining current on its SEC filings.
The Purchase agreement with Provo has been terminated as the Company has no
ability now or in the foreseeable future to be able to perform under the terms
of the agreement.

As of September 30, 2002 GreyStone has received no operating revenues nor
incurred any operating expenses as a consequence of the agreements set forth
above. Since November 2001 Kiboga has loaned funds to GreyStone from time to
time to help GreyStone fund certain administrative, legal and professional
expenses necessary for effecting the contemplated merger of Provo and Kiboga
into GreyStone. As at September 30, 2002 Kiboga held $390,005 of GreyStone
demand notes for such loans.

Note 3 - Earnings (loss) per share:

Since the Company had losses applicable to common stock in the three month and
six month periods ended September 30, 2002 and 2001, the assumed effects of the
exercise of outstanding stock options, warrants and convertible preferred stock
were anti-dilutive and, accordingly, dilutive per share amounts are equal to
basic per share amounts. Such options, warrants and convertible preferred stock
could potentially dilute basic earnings per share in the future.

Note 4 - License agreement:

On July 16, 2001, the Company entered into an exclusive 99 year Marketing and
Licensing Agreement with Kiboga. The Company shall serve as marketing agent and
advisor and will assume financial responsibility for all attendant expenses
necessary to realize value from the License Agreement.

Under the Agreement, the Company will pay Kiboga a 20% royalty, and receive the
remaining 80% of the revenue generated by those applications of Kiboga's network
data mining, acquisition and distribution software. The Company will be entitled
to 100% of any profits generated by this activity in return for a payment by the
Company of 29,614,274 shares of common stock (subsequently adjusted as described
below) and $700,000 in cash that has not yet been paid. The agreement provided
that the Company would issue an additional 1,000,000 to 15,000,000 common shares
if the earnings contributed to the Company from the Kiboga software are between
$8,572,727 and $29,572,727 over the next 24 months beginning July 16, 2001.
Under the original agreement, if revenues were less than $6,000,000 through the
next 12 months beginning July 16, 2001 then Kiboga would return 5,000,000 shares
to the Company. In addition, the original agreement provided for an
anti-dilution formula, which effectively ensured that Kiboga's percentage of
ownership could not be diluted by future transactions. The Agreement anticipates
changes in management and directors of the Company. The provision which requires
the return of 5,000,000 shares and the original anti-dilution provision have
both been waived.


                                       9
<PAGE>

On October 8, 2001, a voting majority of the holders of the common stock of the
Company, holding not less than a sixty percent majority did adopt and approve,
by their written consent, the Kiboga transaction that was announced on September
27, 2001, and did ratify and confirm the issuance of 29,614,274 restricted
shares to Kiboga under the Agreement. Accordingly, October 8, 2001 is the
effective date of the transaction. On October 15, 2001, the Company issued to
Kiboga 29,614,274 shares of restricted stock and on January 12, 2002 the Company
issued 1,195,705 additional restricted shares under the original anti-dilution
formula.

The Company valued the License based on the trading value of the stock at the
time it was issued plus a $700,000 required cash payment. On this basis, an
intangible asset was recorded totaling $1,905,810. The trading value used was
the average share value received in transactions where equity was issued for
cash during June and July 2001, and the value of the shares received was
adjusted downward by 50% for the restrictions placed upon the shares issued for
the License. Additionally, the Company has recorded a liability of $700,000 for
the cash to be paid. During the year ended March 31, 2002, the Company recorded
an impairment loss related to this asset due to the uncertainty of future
revenue and profit streams that may be generated by the License Agreement.
Accordingly, an expense in the amount of $1,905,810 was recorded during the year
ended March 31, 2002 related to this write off.

The Company has been unable to comply with all provisions of the Marketing and
Licensing Agreement. Specifically, the Company has not directed its efforts to
developing and marketing the Kiboga product, as envisioned in the Agreement, nor
has it made the required $700,000 cash payment.

On May 22, 2002 the Company entered into an agreement with Kiboga to cure the
Company's default on meeting the terms of the Marketing and Licensing Agreement.
Under the terms of the new agreement the Company waived the revenue requirement
and earnings tests that Kiboga must achieve to receive an additional fifteen
million shares of the Company's common stock upon closing and the Company agreed
instead to pay Kiboga $700,000 cash on May 22, 2003 conditioned upon the closing
of the Merger with Provo. The Marketing and Licensing Agreement has been
terminated by Kiboga as the Company has no ability now or in the foreseeable
future to be able to perform under the terms of the agreement.

Note 5 - Legal proceedings:

Pending litigation

As of July 1, 2002 seven former employees claim that the Company owes them
$168,000 for back pay and expenses in amounts that range from $4,719 to 55,140.
In addition, three former officers, Mr. Smith, Mr. Aldern and Mr. Beaudet, claim
that the Company owes them a total of $301,200 in back pay and $9,742 in
expenses. These three claims range from $75,230 to $140,000. The Company expects
that these pending claims will result in litigation or labor proceedings. At
September 30, 2002, the Company has accrued liabilities of $478,942 related to
these claims.


                                       10
<PAGE>


On May 8, 2002 USA TALKS.COM, INC filed a complaint for constructive trust and
damages in the Superior Court of the State of California, County of Los Angeles
and included GreyStone Technologies as one of seventeen defendants named in the
complaint. The complaint asserts that a "stock scam" caused the plaintiff to
suffer over $50 million in investment equity losses while the defendants "made
off with over $15 million in ill-gotten gains." Mr. Gelbard and Mr. Beaton are
individual defendants among others that the plaintiff names along with four
individual lawyers and a law firm. In the past Greystone had engaged the
services of Mr. Gelbard as a financial advisor, however Greystone has never had
any connection with, relationship with or awareness of USA TALK.COM. The
complaint asserts that "at a minimum, the plaintiff believes that Greystone
Technologies was involved in the pump and dump scam by means of its receipt of
illegal profit and/or securities, following Gelbard and/or Beaton's illicit
receipt of free trading stock pursuant to S8 registration and through
distribution of same by Gelbard and/or Beaton." The Company believes that
inclusion of GreyStone in the complaint has no basis, substance or merit in
fact.

Since December 8, 2001 five vendors have filed complaints for payments totaling
$43,324 that range in amounts from $1,450 to $14,987. This amount is included in
accounts payable at September 30, 2002.

On May 25, 2001 a lawsuit was filed against GreyStone by Mahan & Nash, a public
relations service provider, in the Superior Court of the State of California,
County of Los Angeles for the payment of $68,102 under a written contract. The
Company answered with a general denial. A final status conference was held on
May 1, 2002 with a trial date set for May 6, 2002. The Company was not able to
answer at the conference or trial. The Company has not received a notice of
judgment as of the date of this filing. At September 30, 2002 the Company has
recorded a liability of $68,102 related to this lawsuit.

Judgments, Liens and Labor Awards

As of July 31, 2002 the Internal Revenue Service ("IRS") has given the Company
notice of Federal Tax Lien filings for employment-related taxes for the period
ending December 31, 2001. The IRS has, from time to time, adjusted the total
amount due based upon recalculations, but the Company believes that its total
exposure to all such amounts will not exceed $210,000 and at September 30, 2002
has recorded a liability for this amount.

As of July 1, 2002 the State of California Division of Labor Standard
Enforcement had awarded $187,995 to seven former Company employees for back
wages due and associated penalties. The awards range from $6,441 to $70,444. In
addition, at July 1, 2002, seven other employees have filed claims totaling
$181,888 for unpaid wages, six with the State of California and one with State
of Oklahoma. These claims range from $4,025 to $74,959. At September 30, 2002
the Company has accrued $369,883 related to these awards and claims.

Since April 16, 2002 the Company has received five different notices of judgment
in California trial courts totaling $327,564 that range in amounts from $23,250
to $138,305 based upon amounts owed vendors and a recruiting consultant. This
amount is included in accounts payable at September 30, 2002.

                                       11
<PAGE>


On June 29, 2001 a lawsuit was filed in the Superior Court of the State of
California, County of San Diego against the Company and Richard A. Smith, the
Company's former Chairman and Chief Executive Officer, by Capital Solutions Fund
LLC (the lender of the Company's February 2001 line of credit) for breach of
contract and fraud. A total of $1,045,000 (including $200,000 in loan fees) was
drawn on the line of credit before the lender, Capital Solutions Fund, called
the line as a result of the March 2001 dissolution of the Company's exclusive
distributor of the MercRacer entertainment system by that distributor's parent
corporation. On June 7, 2002 the Company received a notice of entry of judgment
in the amount of $1,274,148. This amount is recorded as a liability at September
30, 2002.
Note 6 - Equity transactions:

From April 1, 2002 through September 30, 2002 the Company issued 110,001 shares
of common stock related to the exercise of employee stock options. The exercise
price of the options totaling $29,667 was recorded as a reduction of accrued
payroll.
Note 7 - Notes Payable:

For the six months ended September 30, 2002, the Company made payments of
$84,004 and received borrowings of $39,607 from Kiboga. The loans are unsecured,
non-interest bearing and due upon demand.

Note 8 - Management Change:

On August 19, 2002 the Board of Directors appointed Mr. Jack Kirschling to be
the Company's interim Chairman and Chief Executive Officer and sole director
until such time as a new Board of Directors is in place. At the same date the
Board of Directors accepted the resignation of Mr. Jon Reynolds from the Board
of Directors of the Company.

                                       12
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

Revenues for the three months ended September 30, 2002 were $ 0 as compared to
$374,669 for the three months ended September 30, 2001, reflecting the fact that
the Company ceased all business operations in May 2002. At a shareholder's
meeting held April 5, 2002 the shareholders approved the disposition of
GreyStone Technology, Inc., the Company's wholly owned subsidiary that carried
on its government business.

Cost of revenues decreased to $ 0 during the current three-month period, as
compared to $440,782 for the same three-month period in the previous year
reflecting the fact that the Company ceased all business operations in May 2002.

Marketing and sales expenses were $ 0 in the current period compared to $227,623
or 29% of revenues for the previous comparable period reflecting the fact that
the Company ceased all business operations in May 2002.

Research and development expenses were $ 0 for the current period, compared to
$169,787 for the previous period, reflecting the fact that the Company ceased
all business operations in May 2002.

General and administrative expenses were $ 54,040 in the current period,
compared to $587,554 for the previous period, resulting in a decrease of
$533,514. The reductions reflect the fact that the Company ceased all business
operations in May 2002 and still incurred expenses during the quarter for
accounting, auditing, legal, printing, filing, and news release services. In
addition the Company wrote off all of its remaining accounts receivable during
the quarter.

No other income or expense was incurred during the quarter ended September 30,
2002. In the previous period, other expense of $(26,890) consisted of interest
income of $146, interest expense of $(59,594), primarily for a line of credit
and miscellaneous income of $32,558, which included a sale of entertainment
equipment for $31,000.

The net loss applicable to common stock was $ 54,040 for the current period.
This compares to the net loss of $1,134,946 in the previous comparable period
and reflects the fact that the Company ceased all business operations in May
2002.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

Revenues for the six-months ended September 30, 2002 were $230,307 as compared
to $1,088,926 for the six-months ended September 30, 2001, reflecting the fact
that the Company ceased all business operations in May 2002.

Cost of revenues decreased to $144,118 during the current six-month period, as
compared to $802,820 for the same six-month period in the previous year,
reflecting the fact that the Company ceased all business operations in May 2002.

                                       13
<PAGE>


The components that make up the cost of revenues include burdened labor, direct
travel, other direct costs, direct material, subcontracts and applicable SBU
burden. These cost components can vary in amount from period to period and are
highly dependent on such factors as the nature of the work performed, location
and duration of the work (company vs. contractor site), who performed the work
(company personnel vs. subcontractors) and who provided any required equipment
(company vs. customer).

There were no marketing and sales expenses incurred during the current period
compared to $418,575 or 38% of revenues for the previous period, reflecting the
fact that the Company ceased all business operations in May 2002.

There were no research and development expenses incurred during the current
period compared to $316,468 for the previous period, reflecting the fact that
the Company ceased all business operations in May 2002.

General and administrative expenses were $157,067 in the current period,
compared to $1,238,862 for the previous period, reflecting the fact that the
Company ceased all business operations in May 2002. The Company still incurred
expenses during the current period to pay for the accounting, auditing, legal,
printing, filing, rent and news release services necessary to continue to
function as a public reporting company. In addition the Company wrote off all of
its remaining accounts receivable during the quarter.

No other income or expense was incurred during the six month period ended
September 30, 2002. In the previous comparable period other income (expense) of
$(32,064) consisted of interest income of $17,646, interest expense of
$(82,878), primarily for a line of credit and miscellaneous income of $33,168,
which included a sale of entertainment equipment for $31,000.

The net loss of $70,878 incurred during the six month period ended September 30,
2002 decreased by $1,648,985 from the $1,719,863 net loss reported in the
previous comparable reporting period.

The Company recorded a non-cash preferred stock dividend of $123,106 for the six
month period ended September 30, 2001, for the 8% preferred stock dividend
feature provided for in the Series A Convertible Preferred Stock. The entire
balance of the Series A Convertible Preferred stock outstanding was converted to
common stock during the preceding fiscal year ended March 31, 2002.

The net loss applicable to common stock was $70,878 for the current period. This
compares to $1,842,969 in the previous period.

LIQUIDITY AND CAPITAL RESOURCES


Net cash provided by operating activities of continuing operations for the six
months ended September 30, 2002 was $44,397, whereas cash used for operating
activities of continuing operations in the six months ended September 30, 2001
was $930,791. The net loss for the current six-month period was $70,878, a
decrease of $1,648,985 from the previous reporting period net loss amount of
$1,719,863. Non-cash expenses for depreciation and compensation expense in the
current period were $208 as compared to $348,197 in the previous reporting
period. Additionally, during the current six-month reporting period, accounts
receivable decreased by $1,649, accounts payable and accrued expenses increased
by $113,418. The net cash used relating to discontinued operations was $0
compared to $418,000 in the previous reporting period. The net cash provided by
operating activities was $44,397 in the current period, as compared to
$1,348,791 in the previous reporting period.

                                       14
<PAGE>

There was no cash used in investing activities during the current six month
reporting period or in the previous reporting period.

Net cash used in financing activities was $44,397 in the current period, as
compared to cash provided by financing activities of $964,821 for the previous
period. The $44,397 used in financing activities was net repayments of notes
payable to related parties. Of the $964,821 of net cash provided in the previous
period, $470,921 was from issuances of short-term notes payable and $651,000 was
provided by the sale of common stock from a private placement.

At September 30, 2002 and March 31, 2002, the Company had no cash.

Historically, the Company has funded deficits from its business operations
primarily through sales of common stock to and borrowings from its principal
stockholders and sales of common stock and convertible notes payable to private
investors pursuant to private placement memorandums and exemptions from
registration under the Securities Act of 1933.

We are currently in desperate financial condition. We have no material assets,
have ceased operations and have no revenues. The agreements we had with Kiboga
Systems, Inc and Provo have been in default as we have no ability now or in the
forseeable future to be able to perform them. Consequently each of the
agreements have been terminated. As stated in our financials we have over 5.8
million dollars in liabilities. We are a defendent in numerous lawsuits which we
have no financial ability to defend and have no income to pay them. As a result
of our financial position and lack of prospects for the future management is
considering placing the company in to a liquidating bankruptcy. Unless events
require otherwise, a decision regarding our ability to continue in business will
be made at the shareholder meeting scheduled for January 22, 2003.

PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Pending litigation

As of July 1, 2002 seven former employees claim that the Company owes them
$168,000 for back pay and expenses in amounts that range from $4,719 to 55,140.
In addition, three former officers, Mr. Smith, Mr. Aldern and Mr. Beaudet, claim
that the Company owes them a total of $301,200 in back pay and $9,742 in
expenses. These three claims range from $75,230 to $140,000. The Company expects
that these pending claims will result in litigation or labor proceedings. At
September 30, 2002, the Company has accrued liabilities of $478,942 related to
these claims.

                                       15
<PAGE>


On May 8, 2002 USA TALKS.COM, INC filed a complaint for constructive trust and
damages in the Superior Court of the State of California, County of Los Angeles
and included GreyStone Technologies as one of seventeen defendants named in the
complaint. The complaint asserts that a "stock scam" caused the plaintiff to
suffer over $50 million in investment equity losses while the defendants "made
off with over $15 million in ill-gotten gains." Mr. Gelbard and Mr. Beaton are
individual defendants among others that the plaintiff names along with four
individual lawyers and a law firm. In the past Greystone had engaged the
services of Mr. Gelbard as a financial advisor, however Greystone has never had
any connection with, relationship with or awareness of USA TALK.COM. The
complaint asserts that "at a minimum, the plaintiff believes that Greystone
Technologies was involved in the pump and dump scam by means of its receipt of
illegal profit and/or securities, following Gelbard and/or Beaton's illicit
receipt of free trading stock pursuant to S8 registration and through
distribution of same by Gelbard and/or Beaton." The Company believes that
inclusion of GreyStone in the complaint has no basis, substance or merit in
fact.

Since December 8, 2001 five vendors have filed complaints for payments totaling
$43,324 that range in amounts from $1,450 to $14,987. This amount is included in
accounts payable at September 30, 2002.

On May 25, 2001 a lawsuit was filed against GreyStone by Mahan & Nash, a public
relations service provider, in the Superior Court of the State of California,
County of Los Angeles for the payment of $68,102 under a written contract. The
Company answered with a general denial. A final status conference was held on
May 1, 2002 with a trial date set for May 6, 2002. The Company was not able to
answer at the conference or trial. The Company has not received a notice of
judgment as of the date of this filing. At September 30, 2002 the Company has
recorded a liability of $68,102 related to this lawsuit.

Judgments, Liens and Labor

As of July 31, 2002 the Internal Revenue Service ("IRS") has given the Company
notice of Federal Tax Lien filings for employment-related taxes for the period
ending December 31, 2001. The IRS has, from time to time, adjusted the total
amount due based upon recalculations, but the Company believes that its total
exposure to all such amounts will not exceed $210,000 and at September 30, 2002
has recorded a liability for this amount.

As of July 1, 2002 the State of California Division of Labor Standard
Enforcement had awarded $187,995 to seven former Company employees for back
wages due and associated penalties. The awards range from $6,441 to $70,444. In
addition, at July 1, 2002, seven other employees have filed claims totaling
$181,888 for unpaid wages, six with the State of California and one with State
of Oklahoma. These claims range from $4,025 to $74,959. At September 30, 2002
the Company has accrued $369,883 related to these awards and claims.

Since April 16, 2002 the Company has received five different notices of judgment
in California trial courts totaling $327,564 that range in amounts from $23,250
to $138,305 based upon amounts owed vendors and a recruiting consultant. This
amount is included in accounts payable at September 30, 2002.

                                       16
<PAGE>

On June 29, 2001 a lawsuit was filed in the Superior Court of the State of
California, County of San Diego against the Company and Richard A. Smith, the
Company's former Chairman and Chief Executive Officer, by Capital Solutions Fund
LLC (the lender of the Company's February 2001 line of credit) for breach of
contract and fraud. A total of $1,045,000 (including $200,000 in loan fees) was
drawn on the line of credit before the lender, Capital Solutions Fund, called
the line as a result of the March 2001 dissolution of the Company's exclusive
distributor of the MercRacer entertainment system by that distributor's parent
corporation. On June 7, 2002 the Company received a notice of entry of judgment
in the amount of $1,274,148. This amount is recorded as a liability at September
30, 2002.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable

ITEM 3. CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and sole director,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that
evaluation, the Chief Executive Officer and sole director concluded that the
Company's disclosure controls and procedures are effective in timely alerting
him to the material information relating to the Company required to be included
in the Company's periodic SEC filings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to security holders during the quarter ended
September 30. 2002

ITEM 5.  OTHER INFORMATION

We are currently in desperate financial condition. We have no material assets,
have ceased operations and have no revenues. The agreements we had with Kiboga
Systems, Inc and Provo have been in default as we have no ability now or in the
forseeable future to be able to perform them. Consequently each of the
agreements have been terminated.

As stated in our financials we have over 5.8 million dollars in liabilities. We
are a defendent in numerous lawsuits which we have no financial ability to
defend and have no income to pay them.

As a result of our financial position and lack of prospects for the future
management is considering placing the company in to a liquidating bankruptcy.
Unless events require otherwise, a decision regarding our ability to continue in
business will be made at the shareholder meeting scheduled for January 22, 2003.


                                       17
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)        Exhibits

        99.1 Certification of Sole Director and Officer Re: Sarbanes-Oxley Act
        of 2002
(b)     Reports on Form 8-K
           None


SIGNATURE
Pursuant to the requirements 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.
Date: December 26, 2002

                                             GreyStone Digital Technology, Inc.



                                           /s/ Jack Kirschling
                                          ----------------------------------
                                          Jack Kirschling
                                          Sole Director and Officer

                                       18
<PAGE>

                                              CERTIFICATION

I, Jack Kirschling, Chief Executive Officer and sole director, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Greystone Digital
Technology, Inc. a Delaware Corporation;

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have: a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries,is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared; b) evaluated
the effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions): a) all significant deficiencies in the
design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses in
internal controls; and b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:  December 26, 2002

/s/Jack Kirschling
- ---------------------------------------------
Sole Director and Officer


                                       19
<PAGE>



                                  EXHIBIT INDEX

99.1 Certification of Sole Director and Officer Re: Sarbanes-Oxley Act of 2002

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

                                  Exhibit 99.1

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

In connection with the Quarterly Report of GreyStone Digital Technology, Inc.
(the "Company") on Form 10-QSB for the period ending September 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"),Jack Kirschling, Sole Director and Officer of the Company, certify,
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1)        The Report fully complies with the requirements of section 13(a) or
           15(d) of the Securities Act of 1934 (15 U.S.C. 78m or
           780(d)); and
(2)        The information contained in the Report fairly presents, in all
           material respects, the financial condition and results of operations
           of the Company.

Date: December 26, 2002
                             By: /s/ Jack Kirschling
                   -------------------------------------------
                                 Jack Kirschling
                            Sole Director and Officer
                       GreyStone Digital Technology, Inc.

                                       20
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