THE COMPANY INADVERTENTLY OMITTED TO FILE AS AN EXHIBIT THE INDEPENDENT
        AUDITORS' CONSENT IN ITS FORM 10-KSB FILED ON SEPTEMBER 28, 2000.


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                       ----------------------------------
                                   FORM 10KSB/A
                       ----------------------------------
[X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE  ACT  OF 1934 For the fiscal year ended  June 30, 2000.

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934

                           Commission File No. 0-26755

                              DIGITAL BRIDGE, INC.
                 (Name of Small Business Issuer in its Charter)

               Nevada                                    88-0409147
   (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                 Identification Number)

1860 El Camino Real, Suite 100, Burlingame, California      94010
  (Address of Principal Executive Offices)                (Zip Code)

                                 (650) 552-0600
                (Issuer's Telephone Number, Including Area Code)

   Securities Registered Pursuant to Section 12(b) of the Exchange Act:  NONE

      Securities Registered Pursuant to Section 12(g) of the Exchange Act:
                          Common Stock $0.001 Par Value

     Check  whether  the  issuer  (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 [ ]

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  contained in this Form 10-KSB or any amendment to this
Form  10-KSB. [ ]

     The Issuer's revenue for the fiscal year ended June 30, 2000, was $523,502.


<PAGE>
     The  aggregate  market value of the common equity held by non-affiliates of
the Registrant based on the closing price on the Over-the-Counter Bulletin Board
of the common stock on September 25, 2000, was $36,494,545.  Directors, Officers
and  ten  percent or greater stockholders are considered affiliates for purposes
of  this  calculation  but  should  not necessarily be deemed affiliates for any
other  purpose.

     The  number  of  shares  outstanding  of  the  Issuer's  Common Stock as of
September  25,  2000,  was  41,692,000.

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


                             Exhibit  Index:  Page  25


                                  Page  1  of  25

<PAGE>
                                TABLE OF CONTENTS

PART  I
     Item  1
     Item  2
     Item  3
     Item  4
PART  II
     Item  5
     Item  6
     Item  7
     Item  8
     Item  9
PART  III
     Item  10
     Item  11
     Item  12
     Item  13


Independent  Auditors'  Report
Balance  Sheet
Income  Statement
Income  Statement2
Cash  Flow  Statement


                                        2
<PAGE>
                                     PART I

ITEM  1.  BUSINESS

           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

     This  Annual  Report  on  Form  10-KSB contains forward-looking statements,
including  (without limitation) statements concerning possible or assumed future
results  of  operations of Registrant and those preceded by, followed by or that
include  the  words  "believes,"  "could,"  "expects," "anticipates," or similar
expressions.  For those statements, Registrant claims the protection of the safe
harbor  for  forward-looking  statements  contained  in  the  Private Securities
Litigation  Reform Act of 1995.  You should understand that various events could
cause  those  results  to  differ  materially  from  those  expressed  in  such
forward-looking statements: materially adverse changes in economic conditions in
the  markets  served  by  the  companies; competition from others in the website
development,  eBusiness  builder,  venture technologist, Internet and IT markets
and other industry segments; failure to realize fully expected cost savings from
the  mergers and acquisitions described herein; the ability to enter, the timing
of  entry  and  the profitability of entering new markets; greater than expected
costs or difficulties related to the integration of the businesses of Registrant
and  the  businesses  it  is acquiring, as described herein; and other risks and
uncertainties  as  may  be  detailed  from  time  to time in Registrant's public
announcements  and  SEC  filings.

THE  COMPANY

History
-------

     The  registrant was incorporated in Nevada on July 10, 1996, under the name
of  "Black  Stallion Management, Inc."("BSM"). From July 10, 1996, until January
21,  2000,  BSM  had been inactive and had no significant operations. On January
21,2000,  BSM  entered  into  a  Reorganization  and  Stock  Purchase  Agreement
("Purchase  Agreement")  with  a company named Digital Bridge, Inc., pursuant to
which  BSM  acquired  100% of the issued and outstanding common stock of Digital
Bridge,  Inc.  The  closing  of  the  Purchase Agreement transaction occurred on
January  31,  2000, and resulted in Digital Bridge, Inc. becoming a wholly-owned
subsidiary  of  BSM.

On  February  14,  2000,  BSM changed its name to "Digital Bridge, Inc." For the
purposes of this Annual Report on Form 10-KSB, the registrant may be referred to
as  "Digital."

eBusiness  Builder
------------------

     Digital is a global "eBusiness Builder," which provides Internet enterprise
solutions  through a suite of applications and professional services, empowering
business  from  "concept  to  click". For both emerging and expanding companies,
Digital  provides  a  cost  effective  technology  service  through  an  equity
participation plan entitled Venture Technology. Our Venture Technology portfolio
partners  are  supplied  human  capital  in  the  form  of technology resources,
intellectual  properties  and  infrastructure.  Digital  commands  expertise  in
strategic  planning,  creative  design,  corporate  brand development, technical
architecture  and  complex  information  and  integration  systems.

Venture  Technology
-------------------

     Venture  Technology  is our practice of providing human capital in the form
of  a  total and instant IT infrastructure in exchange for equity participation.
Through  this  program,  we  become  our  clients' Internet strategy consultant,
interactive  agency  and  technology  developer,  seamlessly  integrated  into a
cohesive  unit.  This  model  insures  Digital's portfolio partners that we will
develop  the  right  solution, not the most costly, while maximizing our revenue
potential  through  building  long  term  value  in  our  projects.

     Our Venture Technology portfolio partners are carefully selected businesses
that  must  go  through  a  meticulous  screening  process.  We  are looking for
innovative  and  strategic business concepts in broad market segments with rapid
growth  potential  and  seasoned  management  teams.


Product  and  Application  Development
--------------------------------------

     Currently,  Digital  is  developing  a  complete line of Internet Business
Applications which enable the rapid deployment of eBusiness initiatives spanning
content  delivery,  e-commerce,  customer  management,  and  community building.
Digital  presently  features  two  Internet  Business  Applications, the Digital
Bridge  Ad  Server  and  Digital  Bridge  eCommerce Tools. The Digital Bridge Ad
Server  is  an  ad  management system that allows web masters simple management,
reporting,  and  programming  of  their  ad  campaigns.  Web  masters seeking to
monetize  the traffic from their sites through advertising will find the Digital
Bridge  Ad  Server  both  affordable  and  simple  to  use.

     The  Digital  suite  of  eCommerce  tools  is  the  result  of the recently
announced  acquisition  of  N2Plus.  Since  1997,  N2Plus has developed and sold
various products, all designed to help companies sell their products and service


                                        3
<PAGE>
over  the  Internet.  These products include a shopping cart, payment processing
gateway,  web  site  creation  tools,  a transaction management system, and site
marketing  programs.

The  N2Plus  product  line  is  currently  being  integrated  into  the  Digital
organization  and  undergoing  a  re-branding  campaign.

Recent  Acquisitions
--------------------

     Since  June 30, 2000, the end of our last fiscal year, Digital has acquired
three companies:  24x7 Development.com, Inc. ("24x7"), Online Television Network
Services  ("OTVnet")  and N2Plus,Inc. ("N2Plus").  24x7 and N2Plus were acquired
in  merger  transactions  and  OTVnet was acquired in a stock-for-stock exchange
transaction,  resulting in OTVnet becoming a wholly-owned subsidiary of Digital.

24x7

     On  September  20, 2000, 24x7 was acquired in a merger transaction in which
Digital  exchanged  10,000,000  shares  of  its  $0.001  par  value common stock
("Digital  Stock")  for  100% of 24x7's outstanding common stock.  Following the
merger, 24x7 ceased to exist as a separate entity and its assets and liabilities
became  combined  with  Digital's  assets  and  liabilities.

     24x7  was incorporated in March 2000 by a group of executive and divisional
management  personnel  employed by GlobalNetFinancial.com,Inc. ("GlobalNet") for
the purpose of acquiring the Phoenix office and assets of GlobalNet.  On May 31,
2000,  24x7  acquired  GlobalNet's  Phoenix  operations  in  a  stock-for-assets
exchange.

     The  24x7  team  of personnel (most of whom are now employed by Digital) is
experienced  in developing global, multi-lingual, high-end, Web businesses.  For
almost  18  months,  the  24x7  team, while working for GlobalNet, developed and
matured  18  award  winning  financial  media,  online trading and corporate web
sites.  The 24x7 team has also developed applications to work with sophisticated
securities  trading  systems,  feed  integration,  automated  billing/project
management  systems,  a  content  distribution system (being used by Yahoo, MSN,
ON24  and  others), remote publishing systems and an advertising server.  All of
these  technologies are in active use.  The largest site in the portfolio is the
award  winning  money  channel  for  Freeserve  (NASDAQ:  "FREE")  called
"UK-invest.com."  Other  sites include the money channels for World Online (AEX:
"WRDOL"),  one  of  the  largest  ISP's  in  Europe.

     As  a  result  of  this merger, Digital is now in the business of providing
complete outsourced IT solutions for professional businesses, who engage Digital
to  assist  with  tactical  and  strategic  Internet and technology development,
maintenance  and  support.  These  services  include  Web  site  development and
maintenance,  hardware  and  software  architecture,  product  research  and
development,  customer  development  and  services,  revenue stream development,
business  development  programs  (technology  driven)  and  other  technology
contributions.

     At  the  time  of  this  merger, 24x7 had a staff of 30 people involved in,
among other things, active development and support of GlobalNet's Web sites.  As
part  of  its  acquisition  agreement  with  GlobalNet,  24x7  entered  into  a
development  agreement  to  provide  ongoing  guidance  and development work for
GlobalNet.  This  agreement  is  scheduled  to  run  out  in  November  2000.

OTVnet

     On September 19, 2000, OTVnet was acquired in a stock-for-stock transaction
in  which  Digital  exchanged  2,912,000 shares of Digital Stock for 100% of the
outstanding  shares of OTVnet common stock.  In addition, Digital issued 300,000
shares  of  Digital Stock to three creditors of OTVnet in exchange for
debt  cancellation.  As  a  result  of  this  acquisition,  OTVnet  became  a
wholly-owned  subsidiary  of  Digital.

     Founded  in  1998, OTVnet designs and manages comprehensive Human Resources
Systems  for  the  unionized construction industry, specifically, the design and
development  of  benefits-specific  Internet  sites  for  multi-employer  union
pension,  health and welfare trust organizations. OTVnet has created an industry
leading  Benefits Trust Web product and is positioning itself to serve unionized
trade  organizations  on  a  nationwide  basis.

N2Plus

     On September 20, 2000, N2Plus was acquired in a merger transaction in which
Digital  exchanged  1,000,000  shares  of  Digital  Stock  for  100%  of N2Plus'
outstanding  common  stock.  Following  this merger, N2Plus ceased to exist as a
separate  entity  and  its assets and liabilities became combined with Digital's
assets  and  liabilities.

     N2Plus' flagship product, n2PlusSynergy TM, helps businesses create private
labeled,  instant  online  eCommerce  stores  in  a  fully  integrated solution.
n2PlusSynergy  TM  will  complement  Digital's  suite  of  Internet  Business
Applications,  enabling  business  aggregators,  portals  and  web developers to
better  serve,  monetize  and  retain  their customers. Founded by award winning
technologist  Brian  Pollack,  N2Plus  was,  prior  to  the  merger,  a
business-to-business  application  service  provider.

     The  combined  companies  (Digital,  24x7,  N2Plus  and  OTVnet) will focus
primarily  on  three  principal  areas  of  business:

-    The further  pursuit of Venture  Technology  partner-clients  for the rapid
     deployment of complete electronic businesses.
-    The  further  development  of our  product  line of  Internet  Business
     Applications,   which  will  span   content,   commerce,   community,   and
     communication.
-    The further  development of wireless  applications  for  conducting  remote
     electronic business.

In  addition,  we  will  offer general eCommerce and eBusiness consulting in the
areas  of  our  expertise,  such  as:


                                        4
<PAGE>
Strategic  planning,  creative  design,  corporate  brand development, technical
architecture  and  complex  information  and  integration  systems.

     The  Common  Stock  issued by us in the acquisition and merger transactions
described  above  was  issued in reliance on the exemption from the registration
provisions of the Securities Act of 1933, as amended, contained in Regulation D,
Rule  506.  No  Common Stock was issued to nonaccredited investors in any of the
transactions.

Recent  Contracts  for  Services
--------------------------------

     In  May  2000,  Digital  entered  into  a  contract  with  PlanetLinxs.com
International,  Inc.  pursuant to which Digital was retained to design, develop,
implement,  maintain and host the ChinaReform Website. We expect to complete the
first  phase  of  this  agreement during the second quarter of this fiscal year.
Payment  for  our  services  on the first phase is expected to equal $350,000 in
cash  plus  a small amount of capital stock in ChinaReform.com, a British Virgin
Isles  corporation.  We  are  in  negotiations  with  PlanetLinxs  to  obtain an
engagement  for  the  second  phase  of  the  project.

     In  August  2000,  we  entered  into  a  contract with StoreChoice, Inc. to
design,  develop,  implement,  maintain  and  host  the  StoreChoice Convenience
Shopping  Portal.  We  should complete the first phase of this engagement in the
second  quarter,  as  well, with first phase revenues expected to be $250,000 in
cash  plus  a  small  amount  of  equity  in  StoreChoice,  Inc.


Employees
---------

     As  of September 25, 2000, Digital had 44 employees, six of whom (employees
of  OTVnet)  are represented by a union. Digital believes its relations with its
employees  is  good.

Competition
-----------

     The  Internet,  Web development and eBusiness Builder industries are highly
competitive.  Our  competitors  range  from development stage companies to major
domestic  and  international  companies,  many  of  whom  have:

-    substantially  greater financial,  technical,  marketing and human resource
     capabilities;
-    established relationships with their customers;
-    name-brand recognition; and
-    established positions in the markets that we have targeted for penetration.


ITEM  2.  DESCRIPTION  OF  PROPERTY

     We  do  not  own  any real property.  However, we are currently leasing the
office  space  described  below:

     1.   Approximately  3,200  square feet at 1860 El Camino  Real,  Suite 100,
          Burlingame,  California,  pursuant to a verbal  agreement  of sublease
          with M&A  West,  Inc.,  Lessee  of the  premises.  The  lease  expires
          December 31, 2002,  and monthly rent is $7,360.  M&A West,  Inc. is an
          affiliate of ours. See Item 12.
                                 --------

     2.   Approximately  8,500 square feet at 21436 North 20th Avenue,  Phoenix,
          Arizona,  pursuant to a 36 month  operating  lease  initiated  in July
          2000.  As of September  26, 2000,  33 months  remain on the lease with
          monthly rent at $7,100.


     3.   Approximately  3,500  square  feet at Nancy  Ridge  Drive,  San Diego,
          California  at  $5,800  per  month.  The  lease  term  will  expire on
           June 14, 2000.



ITEM  3.  LEGAL  PROCEEDINGS

     We  are  not directly involved in any pending legal proceedings and are not
aware  of  any  contemplated  proceeding by any governmental authority. However,
OTVnet,  which  we  acquired  on  September  19, 2000, is a party to the lawsuit
described  below.

     The  style  of  the case is Jonathan Neil & Associates, Inc. (plaintiff) v.
                                 -----------------------------------------------
Online  Television Network Services aka Online Television Network Services, Inc.
--------------------------------------------------------------------------------
dba  OTVNET.  The  case  is  pending  in the Los Angeles County Municipal Court,
-----------
having  been  filed  prior  to  our  acquisition  of  OTVnet.

     The  plaintiff  is  seeking  damages  in  the  amount  of  $25,569.32  plus
pre-judgment  interest,  attorney's  fees and court costs for breach of contract
for an executive search or placement  ("headhunting")services allegedly supplied
to  OTVnet.  OTVnet has filed an answer in the suit and  intends  to  vigorously
contest it.

     In connection with the acquisition of OTVnet,  Kenneth A. Paganini and Jack
Zwart,  the majority  stockholders  of OTVnet  (prior to the  acquisition)  have
agreed to indemnify us in the event OTVnet loses the case.

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

     On  July  31,  2000, the holders of more than a majority (50.8%) of Digital
Stock  approved by written consent (a) the merger with 24x7, (b) an amendment to
Digital's  Articles  of  Incorporation,  as  amended, to increase its authorized
common stock, $0.001 par value, from 31,250,000 shares to 50,000,000 shares; and
(c)  the election of two additional persons to the Digital Board of Directors to
fill vacancies on the Board and to comply with the provisions of the 24x7 merger
agreement  requiring  the election of John C. Flanders, Jr. (the Chief Executive
Officer  of  24x7)  to  the  Board  upon consummation of the merger.  The second
person elected to the Board was Jon Winters, pending closing of the 24x7 merger.
However,  Mr.  Winters,  the  former  Chief  Operating  Officer of Digital, left
Digital  in  August  2000  to  pursue  other  employment.


                                        5
<PAGE>
     Under  Nevada  law,  no meeting of the stockholders was required to approve
the 24/7 merger if a majority of the shares of Digital Stock were voted in favor
of  the  above  actions.  However,  Digital did provide its stockholders with an
Information  Statement  on  Schedule  14C  concerning  such  actions.


                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Market  Information
-------------------

     On  February  11, 2000, Digital Stock began trading on the Over-the-Counter
Bulletin Board regulated by the National Association of Securities Dealers, Inc.
and trades under the symbol "DGBI".  The table set forth below presents the high
and  low  bid prices of Digital Stock for the periods indicated.  However, since
the  Digital  Stock  is  traded  on  the  Over-the-Counter  Bulletin  Board, the
following  prices  may  reflect  inter-dealer  prices,  without  retail mark-up,
mark-down  or commissions and may not necessarily represent actual transactions.

     Common  Stock                    High               Low
     -------------                    ----               ---

     Quarter Ended March 31, 2000    $12 3/4              $3

     Quarter Ended June 30, 2000     $5  3/8              $1 1/2

     On  September  25, 2000, the closing price of the Digital Stock was $2.0625

Holders
-------

     As of September 25, 2000, there were approximately 10 holders of record and
1,500  beneficial  holders  of  Digital  Stock.

Dividend  Policy
----------------

     In  connection  with  agreement  with  Black  Stallion  Management, Inc. in
January  2000,  we  forward  split  our shares of Common Stock and issued to our
stockholders  an  extra  0.25 shares of Common Stock for each share outstanding.
This  forward  split  was not treated as a dividend.  We anticipate that we will
retain  any  earnings  to  support  operations  and  to  finance  the growth and
development  of  our business.  Therefore, we do not expect to pay any dividends
in  the  foreseeable  future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following  Management's  Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements based upon current
expectations  that  involve  risks  and  uncertainties.  When  used in this Form
10-KSB,  the words "intend,"  "anticipate,"  "believe,"  "estimate,"  "plan" and
"expect"  and similar  expressions  are  included  to  identify  forward-looking
statements.  Our actual  results and the timing of certain  events  could differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result of certain  factors,  including those set forth under  "Risk Factors"  in
this discussion and elsewhere in this Form 10-KSB.

Overview
--------

     Our net revenues are derived primarily from providing professional services
to  clients  who  are creating eBusinesses or are traditional "brick and mortar"
retail businesses rethinking or expanding their existing businesses to integrate
eBusiness capabilities.  We expect that our revenues will be driven primarily by
the  number and scope of our client engagements and by our professional services
headcount.  Net  revenues from any given client will vary from period to period.
To  the  extent  that  any  significant  client  uses  less  of  our services or
terminates  its  relationship  with  us,  our  net  revenues  could  decline
substantially.  As  a result, the loss of any significant client could seriously
harm  our  business  and  results  of  operations.

     We  generally  provide  our  services on a time and materials basis, but we
also  provide them on a fixed fee basis.  When we provide fixed-fee engagements,
we  use an internally developed process to estimate and propose fixed fees.  The
estimation  process  accounts  for  standard  billing  rates  particular to each
project,  the technology environment and application type to be applied, and the
project's  timetable  and  overall  technical  complexity.

     For  the  year  ended June 30, 2000, 100% of net revenues were derived from
time  and  materials  contracts.  Net  revenues  pursuant  to time and materials
contracts  are  generally  recognized  as  services  are provided.  Net revenues
pursuant  to  fixed-fee  type contracts are generally recognized as services are
rendered  using  the percentage-of-completion method of accounting (based on the
ratio  of  costs  incurred  to  total  estimated  costs).  Net  revenues exclude
reimbursable  expenses charge to clients.  For the year ended June 30, 2000, all
of  our  clients  were  located  within  North America and all net revenues were
denominated  in  U.S.  dollars.

     Professional  services  expenses  primarily  consist  of  compensation  and
benefits  for  our  employees  engaged in the delivery of professional services.
Professional  services  margins  reflect net revenues less professional services
expenses  which are incurred regardless of whether or not the employee's time is
billed  to  a  client.  We  expect  that our professional services expenses will
increase  over  time  due  to  wage  increases  and inflation.  Our professional
services  margins  are  affected  by  trends  in  the percentage of professional
services employees' time that is billed to clients, and will vary in the future.
Any  significant  decline in fees billed to clients or the loss of a significant
client  would  materially  adversely  affect  our professional services margins.


                                        6
<PAGE>
     We  expect  selling,  marketing, and general and administrative expenses to
increase  in  absolute  dollars as we expand our sales and marketing efforts and
increase  our  recruiting  efforts  in  order to attract additional professional
services  employees.

     Despite  growth  in  our net revenues to date, we have not been profitable.
Our  net losses may not decrease proportionately with any future increase in our
net  revenues  primarily because of our likely increased expenses related to the
expansion of the number of our offices and increased investment in our knowledge
management  and  operations  infrastructure.  To  the  extent  that  future  net
revenues  do  not  increase significantly in the same periods in which operating
expenses  increase,  our  operating  results  would  be  adversely  affected.

     Digital  anticipates  that a large portion of its future growth and success
will  depend  on  a  successful  integration  of acquired personnel, operations,
products  and  technologies of Digital, 24x7, N2Plus and OTVnet.  The success of
the  integration  depends  upon,  among  other things, our ability to retain and
motivate  key  personnel  and  retain  customers of these four firms.  We cannot
guarantee  that  we  will be able implement a successful integration and that we
will  retain  such  customers.



Results  of  Operations
-----------------------

Revenues
--------

     Total  revenues  for  the year ended June 30, 2000 was $523,502 and $46,000
for the year ended June 30, 1999.  Since our inception, we have generated almost
all  of  our  revenues from services provided to affiliated companies.  Sales to
these  companies  represented  98% of revenues for the year ended  June 30, 1999
and 100%%  of  total  revenues for the year ended June 30, 2000.  We should have
considerably less reliance on these affiliates in the year ending June 30, 2001.

Cost  of  Sales
---------------

     Cost  of  sales  includes  salary  allocation  of  marketing  and technical
personnel  for  time  spent  on web site development, design, implementation and
market  research.  Employees'  time  is  tracked internally and expensed against
client  projects.  Other  costs  of  sales  include  the  gross  cost  for media
placement,  print  materials and web hosting services and maintenance.  Costs of
sales  for  the  year  ended June 30, 1999 was $13,952 and $280,095 for the year
ended  June  30,  2000.

Operating  Expenses
-------------------

     a.   Salaries and Benefits consist of compensation and related expenses for
          personnel. Salaries and benefits for the year ended June 30, 1999 were
          $41,202 and $549,667 for the year ended June 30, 2000. We expect these
          costs to increase in absolute  dollars in future  periods as we expand
          our  executive  and  technical  staff to  support  the  growth  of our
          operations.

     b.   Professional  Fees consists of legal,  accounting and recruiting fees.
          Professional  fees  were $0 for the  year  ended  June  30,  1999  and
          $112,813 for the year ended June 30, 2000.

     c.   Office  Expenses  for the year  ended  June 30,  1999 were  $9,125 and
          $146,980  for the year ended  June 30,  2000.  Prior to January  2000,
          certain  office  expenses were  incurred by an affiliated  company and
          were not charged to us.

     d.   Other Expenses  include trade show costs and advertising and sales and
          marketing  costs.  These costs are expensed as incurred and totaled $0
          for the year ended June 30, 1999 and  $170,416 for the year ended June
          30, 2000.

     e.   Depreciation  is  calculated  on a  straight-line  basis  with  assets
          recorded  at  cost  and  depreciated  with a life of  five  years  for
          computers and seven years for furniture and equipment.

Income  Taxes
-------------

     No  provision  for federal and state income taxes has been recorded because
we  have incurred net operating losses since inception.  As of June 30, 2000, we
had  available  for  federal  and  California  purposes  net  operating  loss
carryforwards  approximating  $745,000  and $372,500, respectively.  The federal
and  California  carryforwards are available to offset future taxable income and
expire  beginning  in  fiscal  2019 and 2004, respectively.  Deferred income tax
assets  arising from such loss carryforwards have been fully reserved as of June
30,  2000  and  1999.

Liquidity  and  Capital  Resources
----------------------------------

     Net  cash  used  in operating activities was $737,987 for the twelve months
ended  June  30,  2000.

     Net  cash  used  in  investing activities was $38,863 for the twelve months
ended  June 30, 2000 which was primarily used to purchase computer equipment and
office  furniture.

     Net  cash  provided  by  financing  activities  was $890,592, in the twelve
months  ended  June 30, 2000 primarily from advances received from two entities.
No  repayment terms have been defined.  The total amount has been reflected as a
current  liability  in  the  financial  statements.

     We  currently  anticipate  that  our available cash resources combined with
proceeds  from  capital  raising  transactions  will  be  sufficient  to  meet
anticipated working capital and capital expenditure requirements through the end
of  the  our  second  quarter  of  the fiscal year ending June 30, 2001.  We are
actively  seeking  to  raise  additional funds.  Prior to the September 20, 2000
acquisition  by  Digital of 24x7,N2Plus and OTVnet, Digital raised approximately
$264,000  of  additional  paid-in  capital.  The  combined  companies anticipate


                                        7
<PAGE>
raising  additional  funds  to  fund  expansion, to increase marketing and sales
efforts and to acquire complementary products and technology.  If adequate funds
are  not  available  on acceptable terms, our business, results of operation and
financial  condition  could  be  materially  adversely  affected.

Ability  to  Raise  Capital
---------------------------

     We currently plan to raise additional capital during our first two quarters
of our fiscal year ending June 30, 2001.  We expect to use the proceeds from any
such  capital  raising  transactions  for  general corporate purposes, including
working capital.  A portion of the proceeds may also be used for the acquisition
of  businesses  and  technologies  that are complementary to ours.  If we do not
successfully  address  the  need  to  raise  capital, our ability to continue to
conduct  business  would  be  seriously  harmed.


Risk  Factors
-------------

We  may  not  realize  the  synergies  and other intended benefits of our recent
acquisitions.

     Digital's  recent  mergers  and  acquisitions  of  24x7,  OTVnet and N2Plus
involve  the  integration  of  four  companies  that  have  previously  operated
independently.  There  can  be no assurance that the combined companies will not
encounter significant difficulties in integrating their respective operations or
that the benefits expected from such integration will be realized.  In addition,
the  achievement of the benefits expected from such integration will require the
combined  companies  to  incur significant costs in connection with, among other
things,  network  and  sales force expansion.  The realization of such costs, as
well  as  other unexpected costs or delays, in connection with such integration,
could  have  a  material  adverse  effect  on  the combined companies' business,
financial  condition  or  results  of  operations.

     Among  the  factors  considered by the Digital Board in connection with its
approval  of  these  acquisitions and mergers were the opportunities for revenue
growth  and  operating  cost  savings  that  could result from the combinations.
General  economic  conditions  and  other factors beyond the combined companies'
control may limit our ability to achieve these benefits.  Accordingly, there can
be  no  assurance  as  to  whether  or  in what time frame any revenue growth or
anticipated  cost  savings  will  be  realized.

We  may  be  unable  to  compete  successfully  in  a highly competitive market.

     The  Internet,  Web development and eBusiness Builder industries are highly
competitive.  Our  competitors  range  from development stage companies to major
domestic  and  international  companies,  many  of  whom  have:

-    substantially  greater  financial,  technical, marketing and human resource
     capabilities;
-    established  relationships  with  their  customers;
-    name-brand  recognition;  and
-    established positions in the markets that we have targeted for penetration.

We  may  have difficulty overcoming problems associated with rapid expansion and
growth.

     As  a  result  of our recent acquisitions and mergers, we intend to further
develop and expand our combined businesses.  In order to accomplish these goals,
we  will  need  to implement enhanced operational and financial systems and will
likely  require  additional management, operational and financial resources.  We
cannot  assure  you  that the combined companies will successfully implement and
maintain  such  operational  and  financial  systems  or  successfully  obtain,
integrate  and  utilize  the  management,  operational  and  financial resources
necessary  to  manage  a  developing  and  expanding business in an evolving and
increasingly  competitive  industry.  Failure  to  implement  such  systems
successfully  or  use  such  resources effectively could have a material adverse
effect  on  the  combined companies' business, financial condition or results of
operations.

We  have  a  limited  operating  history  and  have  made  no  profit  so  far.

     We  have  a limited operating history and have been in business just over a
year.  While  we are generating revenues, we have not booked any profits so far.

Future  acquisitions  could result in dilution, operating difficulties and other
harmful  consequences.

     If  appropriate  opportunities  present  themselves,  we  intend to acquire
businesses,  technologies,  services  or products that we believe are strategic.
The  process  of  integrating  any  acquisition  may create unforeseen operating
difficulties  and expenditures and is itself risky.  The areas where we may face
difficulties  include:

-    diversion  of  management  time  during the period of  negotiation  through
     closing  and further  diversion  of such time after  closing  from focus on
     operating the businesses to issues of integration  and future  products and
     services;
-    decline in employee morale and retention  issues  resulting from changes in
     compensation, reporting relationships, future prospects or the direction of
     the business;
-    the need to integrate each company's  accounting,  management  information,
     human  resource  and  other  administrative  systems  to  permit  effective
     management  and the lack of control if such  integration  is delayed or not
     implemented; and
-    the need to implement controls,  procedures and policies  appropriate for a
     larger public company at companies that prior to acquisition  may have been
     smaller, privately-held companies.

Our  success  depends  on  attracting  and  retaining  key  personnel.

     The  successful  development,  marketing  and  design of our  products  and
services  will depend upon the skills and efforts of a small group of management
and technical personnel,  including Aaron Lang, our President, John C. Flanders,
Jr., our Chief Executive Officer,  and Brian Pollack,  Chief Technology Officer.


                                        8
<PAGE>
The loss of any of our key  personnel  could  adversely  impact  our  ability to
execute our business plan and strategy.  Furthermore,  recruiting  and retaining
qualified executive,  technical, marketing and support personnel in our emerging
industry in the future will be critical to our success and we cannot  assure you
that we will be able to do so. We do not maintain  "key-man"  life  insurance on
any of our key personnel.

We may be unable to obtain the additional capital needed to operate and grow our
business,  thereby  requiring  us  to  curtail  or  cease  operations.

     Our  capital  requirements in connection with the development and expansion
of  our business have been and will continue to be substantial.  We will require
additional  funds to design new products and services and to run our operations.
We  cannot assure you that we can obtain any significant additional financing on
commercially  attractive terms, in a timely fashion, in sufficient amounts or at
all.  If  adequate  funds  are  not  available,  we  may  have to scale back our
operations,  including  product  development  and  design,  as well as marketing
activities,  all of which could cause us to lose both customers and market share
and  ultimately  cease  operations.

We  are  subject  to  technological  changes.

     The  market  for  Internet-based  products and services is characterized by
rapid  technological  developments  and  frequent  new  product  and  service
introductions.  The  emerging character of these products and services and their
rapid  evolution  will  require  that  we  continually monitor new offerings and
improve the performance, features and reliability of our Internet-based products
and  services.  We  cannot  assure  investors  that  we  will  be  successful in
responding  quickly,  cost  effectively  and sufficiently to these developments.

Our  intellectual  property  rights  may  be  challenged.

     We are developing proprietary Internet software and have filed or will file
applications  for  certain  trademarks,  service  marks,  domain names and other
proprietary rights, which we either currently have or may have in the future and
which  we  believe  to  be  important  to  our  business.  Given  the  uncertain
application  of existing copyright and trademark laws to the Internet, we cannot
assure  investors  that  existing  laws will provide adequate protection for our
technologies, sites or registered domain names. Policing unauthorized use of our
technologies, content and other intellectual property rights entails significant
expenses  and  could  otherwise  be  difficult or impossible to do, given, among
other  things,  the  global nature of the Internet. From time to time, we may be
subject  to  legal  proceedings  and  claims in the ordinary course of business,
including  claims  of  alleged  infringement  of  the  trademarks  and  other
intellectual property of third parties by us or our licensees. Such claims, even
if not meritorious, could result in the expenditure of significant financial and
managerial  resources.

We  are  subject  to  evolving  Internet  regulations.

     New  laws, guidelines and regulations may be adopted covering areas such as
access, content, taxation, encryption, communications and pricing and quality of
Internet  products and services. To the extent we provide such Internet products
and  services,  we may be subject to the provisions of existing and future laws,
guidelines  and  regulations  that could be applied to our operation. Such laws,
guidelines  and  regulations could limit the growth of the Internet and harm our
business.

Listing on OTC Bulletin Board; Limited Trading Market; "Penny Stock" Regulations
may  impose  certain  restrictions.

     Our Common Stock has been quoted on the OTC Bulletin  Board since  February
11, 2000. Our Common Stock has only a limited trading  market.  We cannot assure
you that a more active  trading  market will develop or, if  developed,  that it
will be  maintained.  We cannot  predict  the effect,  if any,  that the sale of
restricted  shares of Common  Stock will have on the market  price of the Common
Stock.  As a result,  an  investor might find it  difficult to dispose of, or to
obtain accurate quotations as to the value of, the Common Stock.

     In  addition,  as  the Common Stock has a limited active trading market and
the  trading  price of the Common Stock is less than $5.00 per share, trading in
the  Common Stock is subject to the requirements of Rule 15g-9 promulgated under
the  Exchange  Act.  Under  such  rule,  broker-dealers who recommend low-priced
securities  to persons other than established customers and accredited investors
must  satisfy  special sales practice requirements, including a requirement that
they  make  an individualized written suitability determination for the purchase
and  receive  the  purchaser's  written  consent  prior to the transaction.  The
Common  Stock  is  also subject to the Securities Enforcement Remedies and Penny
Stock  Reform  Act  of  1990, which requires additional disclosure in connection
with any trades involving a stock defined as a penny stock (generally, according
to  recent  regulations adopted by the SEC, any equity security not traded on an
exchange  or  quoted  on  Nasdaq  that has a market price of less than $5.00 per
share,  subject  to  certain  exceptions),  including the delivery, prior to any
penny  stock  transaction,  of  a disclosure schedule explaining the penny stock
market  and  the  risks  associated therewith.  Such requirements could severely
limit  the market liquidity of the Common Stock and the ability of purchasers of
the  Common  Stock  to  sell  their  securities  in  the  secondary  market.


                                        9
<PAGE>

Independent  Auditors'  Report


BOARD  OF  DIRECTORS
DIGITAL  BRIDGE,  INC.
Burlingame,  California


We  have  audited  the  accompanying balance sheet of DIGITAL BRIDGE, INC. as of
June  30,  2000 and 1999 and the related statements of operations, stockholders'
(deficit)  equity  and  cash  flows  for  the years then ended.  These financial
statements  are  the  responsibility  of Digital Bridge, Inc.'s management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.

We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.
In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Digital Bridge, Inc. as of June
30,  2000 and 1999, and the results of its operations and its cash flows for the
years  then  ended, in conformity with generally accepted accounting principles.

The Company has a limited operating history and its prospects are subject to the
risks,  expenses and uncertainties frequently encountered by companies in new an
rapidly  evolving  markets  for internet products and services.  As discussed in
Note  10  to the financial statements, the Company was only recently formed, and
has  not  generated  sufficient  revenues  to achieve profitability.  Failure to
secure  financing  or  its  ability  to  generate  sufficient cash flows through
operations  may  have  a material adverse impact on the Company's operations and
financial  position.  Management's  plans  in  regards to these matters are also
described  in  Note 10.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  these  uncertainties.

Hood  &  Strong  LLP

/s/  Hood  &  Strong  LLP

San  Francisco,  California

September  13,  20000



                                       10
<PAGE>
<TABLE>
<CAPTION>
ITEM 7. FINANCIAL STATEMENTS

                                DIGITAL BRIDGE, INC

                                   BALANCE SHEET


June 30,                                                         2000       1999
===================================================================================
<S>                                                           <C>         <C>
Assets

Current Assets:
  Cash and cash equivalents                                   $ 120,542   $  6,800
  Receivables                                                    57,856
  Prepaid expenses                                               30,661      5,000
-----------------------------------------------------------------------------------
                                                                209,059     11,800

Furniture and Equipment, net                                     41,591      6,917

Other Assets                                                     19,744      9,500
-----------------------------------------------------------------------------------

                                                              $ 270,394   $ 28,217
===================================================================================

Liabilities and Stockholders' Equity

Current Liabilities:
  Trade payables                                              $  91,223
  Accrued expenses                                               10,606      9,586
  Notes payable                                                 700,000
-----------------------------------------------------------------------------------
                                                                801,829      9,586
-----------------------------------------------------------------------------------

Stockholders' (Deficit) Equity:
  Preferred stock, $.001 par value, 5,000,000 shares
     authorized, no shares issued and outstanding;
  Common stock, $.001 par value, 31,250,000 and 13,250,000
     shares authorized in 2000 and 1999; shares issued and
     outstanding: 27,850,000 and 13,250,000 in 2000 and 1999     22,280   $ 13,250
  Additional paid-in capital                                    205,312     23,750
  Accumulated deficit                                          (759,027)   (18,369)
-----------------------------------------------------------------------------------

                                                               (531,435)    18,631
-----------------------------------------------------------------------------------

                                                              $ 270,394   $ 28,217
===================================================================================
</TABLE>

    The accompanying notes are an integral part of the financial statements.



                                       11
<PAGE>
<TABLE>
<CAPTION>
                              Digital Bridge, Inc.

                             Statement of Operations



For the years ended June 30,                                 2000        1999
================================================================================
<S>                                                       <C>         <C>


Revenue                                                   $ 523,502   $  46,000

Cost of Sales                                               280,095      13,952
--------------------------------------------------------------------------------

Gross Profit                                                243,407      32,048
--------------------------------------------------------------------------------

Operating Expenses:
  Salaries and benefits                                     549,667      41,202
  Professional fees                                         112,813
  Office expenses                                           146,980       9,215
  Other                                                     170,416
  Depreciation                                                4,189
--------------------------------------------------------------------------------

                                                            984,065      50,417
--------------------------------------------------------------------------------

Net Loss                                                  $(740,658)  $ (18,369)
================================================================================

Loss per Common Share                                     $  0.0267    ($0.0014)
================================================================================
</TABLE>

    The accompanying notes are an integral part of the financial statements.



                                       12
<PAGE>
<TABLE>
<CAPTION>

     Digital Bridge, Inc.
     Statement of
     Shareholders' Equity


=================================================================================================
                               Number       Additional     Total
                              of Shares       Common      Paid-In     Accumulated   Stockholders'
                             Outstanding      Stock       Capital       Deficit        Equity
<S>                         <C>            <C>           <C>         <C>            <C>
                                       -   $         -   $       0   $          -

Common stock issued           13,250,000   $    13,250   $  23,750                  $     37,000

Net loss                                                             $    (18,369)       (18,369)

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

                              13,250,000        13,250      23,750        (18,369)        18,631

Common stock issued,
   as recapitalized           14,600,000         9,030                                     9,030

Additional paid-in capital                                 181,562                       181,562

Net loss                                                                 (740,658)      (740,658)
-------------------------------------------------------------------------------------------------

                              27,850,000  $     22,280  $  205,312  $    (759,027)  $   (531,435)
=================================================================================================
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       13
<PAGE>
<TABLE>
<CAPTION>

Digital  Bridge,  Inc.

Statement  of  Cash  Flows


For the years ended June 30,                                   2000       1999
================================================================================
<S>                                                         <C>         <C>

Operating Activities:
  Net loss                                                  $(740,658)  $(18,369)
  Adjustments to reconcile net loss to
     net cash used by operations:
    Depreciation                                                4,189
    Increase in:
      Receivables                                             (57,856)         -
      Prepaid expenses                                        (25,661)    (5,000)
      Other assets                                            (10,244)    (9,500)
      Accounts payable                                         91,223          -
      Accrued expenses                                          1,020      9,586
--------------------------------------------------------------------------------
      Net cash used by operating activities                  (737,987)   (23,283)
--------------------------------------------------------------------------------

Investing Activities:
  Purchase of furniture and equipment                         (38,863)    (6,917)
--------------------------------------------------------------------------------

      Net cash used by investing activities                   (38,863)    (6,917)
--------------------------------------------------------------------------------

Financing Activities:
  Proceeds from notes payable                                 700,000
  Proceeds from issuance of common stock
     and receipt of additional paid-in capital                190,592     37,000
--------------------------------------------------------------------------------

      Net cash provided by financing activities               890,592     37,000
--------------------------------------------------------------------------------

(Decrease) Increase in Cash and Cash Equivalents              113,742      6,800

Cash and Cash Equivalents, beginning of period                  6,800          -
--------------------------------------------------------------------------------

Cash and Cash Equivalents, end of period                    $ 120,542   $  6,800
================================================================================
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       14
<PAGE>
<TABLE>
<CAPTION>
                                    Notes to Financial Statements
                                         Digital Bridge, Inc.

<S>       <C>                      <C>
Note 1 -  Organization:            Digital Bridge, Inc. (the Company) is a corporation organized
                                   under the laws of the State of Nevada for the purpose of doing
                                   business as a provider of website development and management
                                   services.

                                   Effective January 31, 2000, the Company and its shareholders
                                   entered into a Reorganization and Stock Purchase Agreement with
                                   Black Stallion Management, Inc. (Black Stallion), a Nevada
                                   corporation.  Black Stallion was a publicly traded shell company
                                   which prior to the merger was considered a development stage
                                   company as defined in Statement of Financial Accounting Standards
                                   No. 7.  Under the terms of the agreement, the Company's
                                   shareholders agreed to exchange 100% of their common stock for 20
                                   million shares of common stock of Black Stallion.  All references
                                   to the Company in these financial statements refer to the merged
                                   entity.

Note 2 -  Summary of Significant   a.  Basis of Presentation:
          Accounting Policies:         ---------------------

                                       The Company maintains its accounts on the accrual basis of
                                       accounting.  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 amount of revenues
                                       and expenses during the reported period.  Actual results could
                                       differ from those estimates.

                                   b.  Cash and Cash Equivalents:
                                       -------------------------

                                       For purposes of the statement of cash flows, the Company
                                       considers all highly liquid instruments purchased with a
                                       maturity of three months or less to be cash equivalents (of
                                       which there are none as of June 30, 2000 and 1999).

                                   c.  Depreciation:
                                       ------------

                                       Fixed assets are recorded at cost.  Property and equipment is
                                       depreciated on a straight-line basis over estimated useful
                                       lives ranging from five to seven years.

                                   d.  Revenue Recognition:
                                       -------------------

                                       The Company records revenue based upon specific contract rates
                                       for website development and management  services rendered.

                                   e.  Advertising Costs:
                                       -----------------

                                       The Company expenses all advertising costs, including direct
                                       response advertising costs, as they are incurred.

                                   f.  Loss Per Share:
                                       --------------

                                       The computation of loss per share is based on the weighted
                                       average number of shares outstanding during the period
                                       presented in accordance with Statement of Financial Accounting
                                       Standards No. 128, "Earnings Per Share". (See Note 8)


                                       15
<PAGE>
Note 2 -  Summary of Significant   g.  Recently Enacted Accounting Standards:
          Accounting Policies          -------------------------------------
          (continued):
                                       Statement of Financial Accounting Standards (SFAS) No. 130,
                                       "Reporting Comprehensive Income", SFAS No. 131, "Disclosures
                                       about Segments of an Enterprise and Related Information", SFAS
                                       No. 132, "Employer's Disclosure about Pensions and Other
                                       Postretirement Benefits", SFAS No.133 (as amended by SFAS No.
                                       137 and 138), "Accounting for Derivative Instruments and
                                       Hedging Activities", SFAS No. 134, "Accounting for Mortgage-
                                       Backed Securities ", and SFAS 135, "Rescission of FASB No. 75
                                       and Technical Corrections", were recently issued.  SFAS No.
                                       130, 131, 132, 133 (as amended), 134 and 135 have no current
                                       application to the Company or their effect on the financial
                                       statements would not have been significant.

                                   h.  Reclassifications:
                                       -----------------

                                       Certain items in the 1999 financial statements have been
                                       reclassified to conform to the fiscal 2000 presentation.  Such
                                       reclassifications have no significant effect on either net
                                       income or stockholders' equity.


Note 3 -  Furniture and Equipment      Furniture and equipment, at cost, is summarized as follows as of
</TABLE>



 June 30, 2000 and 1999:

                                       2000        1999

Office equipment                     $33,210      $6,917
Furniture and fixtures                12,751
----------------------------------------------------------

                                      18,553       6,917
Less accumulated depreciation         (4,237)          -
----------------------------------------------------------

                                     $41,591      $6,917
==========================================================

Depreciation  expense  amounted to $4,237 and $0 for the periods  ended June 30,
2000 and 1999, respectively.

<TABLE>
<CAPTION>
<S>       <C>                 <C>
Note 4 -  Lease Commitments:  The Company leases office space under an operating lease which
                              expires December 31, 2002.  Rent expense approximated $44,160 and
                              0 for the years ended June 30, 2000 and 1999, respectively.  As
                              of June 30, 2000, future minimum lease payments, by fiscal year,
                              are as follows:
</TABLE>


        Year ended May 31,

              2001                              $ 90,240
              2002                                94,080
              2003                                48,000
----------------------------------------------------------
                                                $232,320
==========================================================

<TABLE>
<CAPTION>
<S>       <C>              <C>
Note 5 -  Income Taxes:    No provision for federal and state income taxes has been recorded
                           because the Company has incurred net operating losses since
                           inception.  As of June 30, 2000, the Company has available for
                           federal and California purposes net operating loss carryforwards
                           approximating $745,000 and $372,500, respectively.  The federal
                           and California carryforwards are available to offset future
                           taxable income and expire beginning in fiscal 2019 and 2004,
                           respectively.  Deferred income tax assets arising from such loss
                           carryforwards have been fully reserved as of June 30, 2000 and
                                                                                       1999.

Note 6 -  Notes Payable:   Notes payable as of June 30, 2000 consist of advances received
                           from two entities. No repayment terms have been defined.  The
                           total amount has been reflected as a current liability in the
                           financial statements.

Note 7 -  Stock Options:   The Company had drafted a stock incentive plan for directors,
                           officers, employees and consultants of the Company and affiliated
                           companies, which would have provided for nonqualified and
                           incentive stock options.  The plan has not been finalized as of
                           June 30, 2000 and as such, no adjustments to the financial
                           statements have been made to account for any of the plan's
                           proposed provisions.



                                       16
<PAGE>
Note 8 -  Loss Per Share:  The following information reflects the amount used in computing
                           income (loss) per share:
</TABLE>


                                           For the           For
                                          Year Ended      Year Ended
                                        June 30, 2000   June 30, 1999

Income (loss) from
  continuing
  operations available
  to common
  shareholders
  (numerator)                           $     (740,658)    ($18,369)

Weighted average
  number of common
  shares outstanding
  used in loss per
  share for the
  period (denominator)                      27,779,300   13,250,000
======================================================================

<TABLE>
<CAPTION>
<S>        <C>                      <C>
Note 9 -   Economic Dependence and  Through June 30, 2000, the Company generates the majority of its
           Related Party            revenues from services provided to affiliated companies.   Sales
           Transactions:            to these companies for the periods ended June 30, 2000 and 1999,
                                    represent 100% and 98%, respectively, of total revenues.
                                    As of June 30, 2000 and 1999, accounts receivable from these
                                    affiliated companies totaled $47,856 and $0, respectively.

                                    During the periods ended June 30, 2000 and 1999, certain expenses
                                    incurred by an affiliated company on behalf of the Company were
                                    not charged to the Company.

Note 10 -  Business Risks:          The Company's failure to secure financing or its ability to
                                    generate sufficient cash flows through operations may have a
                                    material adverse impact on the Company's future operations and
                                    financial position.  Subsequent to June 30, 2000, the Company
                                    entered into several agreements wherein it planned to purchase
                                    100% of three separate non-public companies through the issuance
                                    of common stock with an aggregate estimated value of $29,276,700
                                    (See Note 12 for additional information).  The Company may still
                                    need to raise additional funds to develop or enhance their service
                                    offerings and to fund expansion; failure to do so could affect the
                                    Company's ability to pursue future growth.

Note 11 -  Reorganization and       Effective January 31, 2000, the Company and its shareholders
           Stock Purchase           entered into a Reorganization and Stock Purchase Agreement with
           Agreement:               Black Stallion Management, Inc. (Black Stallion), a Nevada
                                    corporation.  Under the terms of the agreement, the Company's
                                    shareholders agreed to exchange 100% of their common stock for 20
                                    million shares of common stock of Black Stallion.  In addition,
                                    Black Stallion agreed to a post-closing split of 1.25 to 1 forward
                                    stock split on its authorized, issued and outstanding stock,
                                    resulting in 27,750,000 post-closing shares of common stock issued
                                    and outstanding and 31,250,000 shares of common stock authorized.
                                    The Company's financial statements reflect the balances and
                                    activity immediately prior to the above transactions.


                                       17
<PAGE>
Note 12 -  Subsequent Events:       Subsequent to June 30, 2000 the Company entered into an agreement
                                    to purchase 100% of the outstanding common stock of 24x7
                                    Development.com, Inc., a Delaware corporation, in a merger
                                    transaction pursuant to which the Company will be the surviving
                                    entity.  As consideration, the Company will issue to the holders
                                    of 24x7 common stock an aggregate of 10,000,000 shares of the
                                    Company's common stock, with an estimated value of $20,600,000.

                                    Subsequent to June 30, 2000 the Company entered into an agreement
                                    to purchase 100% of the outstanding common stock of N2Plus, Inc.,
                                    a Delaware corporation, in a merger transaction pursuant to which
                                    the Company will be the surviving entity.  As consideration the
                                    Company will issue to the holders of the N2Plus, Inc. common stock
                                    an aggregate of 1,000,000 of the Company's common stock with an
                                    estimated value of $2,060,000

                                    Subsequent to June 30, 2000 the Company entered into an agreement
                                    to purchase 100% of the outstanding common stock of Online
                                    Television Network Services, a California corporation, in a stock
                                    for stock transaction, pursuant to which Online Television Network
                                    Services will be a wholly owned subsidiary of the Company.  As
                                    consideration, the Company will issue to the holders of the Online
                                    Television Network Services an aggregate of 3,212,000 shares of
                                    the Company's stock with an estimated value of $6,616,700.
</TABLE>


                                       18
<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

     There  were no changes in or disagreements with our independent accountants
since  July  1,  1999



                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL
PERSONS;  COMPLIANCE  WITH  SECTION 16(a) OF THE EXCHANGE ACT

Directors,  Executive  Officers,  Promoters  and  Control  Persons
------------------------------------------------------------------

     The  officers,  directors,  nominees  and control persons of Digital are as
follows:


<TABLE>
<CAPTION>
Name                                 Age            Position           Held Office Since
---------------------------------  -------  -------------------------  -----------------
<S>                                <C>      <C>                        <C>
Aaron C. Lang                           26  President                            4/17/00
                                            Director                             1/28/00

Kenneth A. Paganini                     51  Director                             9/20/00

Dawna J. Cilluffo                       26  Controller                           3/23/00

John C. Flanders, Jr.                   32  Chief Exec. Officer                  9/20/00
                                            Director                             9/20/00
                                            Treasurer                            9/20/00

K. David Crowell                        47  Chief Operating Officer              9/20/00

Brian M. Pollack                        24  Chief Technology Officer             9/20/00

Seth R. Pollack                         29  Executive Vice President-
                                            Corporate Development                9/20/00

Curtis L. Lovil                         39  Vice President-Technology            9/20/00
                                            Secretary                            9/20/00

John C. Flanders, Sr.                   51  Vice President-Finance               9/20/00

Scott L. Kelly                          36  Control Person                           n/a

M&A West, Inc.                         n/a  Control Person                           n/a
</TABLE>


     All  Digital  directors are elected for one-year terms.  All officers serve
at the pleasure of the Board of Directors, which shall hold annual elections for
such offices.  Aside from the appointment of Mr. Flanders to the Digital's Board
of  Directors  and to the office of Chief Executive Officer following the merger
with 24x7 and the verbal agreement with M&A West, Inc., to appoint one member to
the  Board, there are no arrangements, understandings or contractual obligations
between Digital and any other person requiring the nomination or election of any
other  person  to  Digital's  Board  of  Directors  or to any corporate offices.

     There  exists a fraternal relationship between Seth and Brian Pollack and a
paternal  relationship  between  John C. Flanders, Sr. and John C. Flanders, Jr.
Digital  is  not  aware  of  any  additional  family  relationships  between any
director,  executive  officer or person nominated or chosen to become a director
or  executive  officer.

     Aaron  Lang  started  his  career  in  public  relations,  assisting  small
companies  achieve  greater  market exposure. His primary focus was constructing
promotional  collateral,  as  well  as  creating  and  distributing  public
announcements  for  his clients. In 1997, he was one of the founders of Internet
Marketing  Associates ("IMA"), which provided small public and private companies
exposure through the Internet. His team specialized in corporate web development
as  well  as automating investor relations for public companies. In addition, he
managed  Internet  marketing  campaigns  for  several  small,  publicly  traded
companies. He assembled and managed a staff of independent web developers across
the  country. He has been involved in the Internet since 1994, and has developed
dozens  of  corporate  Internet  campaigns for start-up businesses. In 1999, Mr.
Lang  renamed  IMA  to  Digital  Bridge,  Inc.  to  better reflect the company's
commitment  to  Internet  technologies. Aaron has been Digital's President since
April  17,  2000, and a member of its Board of Directors since January 28, 2000.
He  continues  to  direct the company to further growth through his expertise in
Internet  design,  e-commerce  consulting, corporate imaging and branding, sales
and  marketing  deployment  and  public  relations.


     Dawna Cilluffo joined Internet Marketing Associates, Inc., in July 1999 and
was  appointed to the position of Controller of Digital in March 2000.  Internet
Marketing  Associates, Inc., was acquired by Digital in February 2000.  Prior to
joining  Digital,  Ms.  Cilluffo  was part of the financial team at MyPoints.com
(NASDAQ:  MYPT),  from January 1999 to July 1999, where she was involved in that
company's initial public offering and registration of its securities on SEC Form
S-1.  From  February  1997 to July 1999, Ms. Cilluffo was employed by Montgomery


                                       19
<PAGE>
Financial Services Corporation where she served as Director of Marketing for the
San Francisco Bay Area and also worked as a Senior Associate in client work.  At
Montgomery,  Ms.  Cilluffo  had the opportunity to consult with companies in the
biotechnology,  public  relations,  Internet  advertising and retail businesses.
During  her  employment  with  Montgomery,  Ms.  Cilluffo also assisted Cohesion
Technologies  (NASDAQ:  CSON)  in  establishing  accounting  guidelines for cost
accounting on FDA clinical trial studies and served as Controller of U. S. based
operations  for  Kelsey Instruments, Ltd., whose business was supplying aircraft
equipment  to U. S. corporations and government entities.  From December 1995 to
January  1997, Ms. Cilluffo worked as a sales consultant for Technica, U.S.A., a
leading  supplier  of  consumables  to  the  printed  circuit  board  industry.
Proficient  in  Italian  and Japanese, Ms. Cilluffo lent translation services to
Technica's  vendors  and  clientele.  She  earned  a  Bachelor  of  Arts  in
International  Studies from Miami University in 1995 and is completing her Juris
Doctorate  Degree at Santa Clara University School of Law.  Digital's management
believes that Ms. Cilluffo's finance background and her experience in working on
the  MyPoints  initial  public offering represent valuable assets to the Company
and  its  clients  entering  public  markets.

     John C. Flanders, Jr. was elected to the offices of Chief Executive Officer
and  Director  on  September  20,  2000, following the acquisition by Digital of
24x7.  Mr.  Flanders  is  a recognized leader in new media technologies.  He was
formerly  President and Chief Executive Officer of 24x7.  Prior to May 31, 2000,
Mr.  Flanders  was  the Chief Technology Officer for GlobalNet Financial.com for
over  18 months.  Prior to joining GlobalNet, Mr. Flanders was founder and Chief
Executive  Officer of a leading, nationwide developer network, CyberJunction.com
Online,  Inc.  Prior  to  launching  CyberJunction,  he served as Vice President
Sales  and  Marketing  at eMergingMedia, Inc., a San Francisco based interactive
agency.  He also served in a management capacity at NETCOM Online Communications
Services  and  THOR24.  Before joining the technology industry, he was President
and  Chief  Operating  Officer  of  Flanders,  Brunetti  and Flanders Investment
Management,  Inc.  Mr.  Flanders  currently serves on the Boards of Directors of
M&A  West,  Inc.,  and  Solosearch.com,Inc.,  both  companies  with  a  class of
securities  registered  pursuant to Section 12 of the Securities Exchange Act of
1934,  as  amended.  Mr.  Flanders  also  serves  on  the Boards of Directors of
WiseCapital.com,Inc.,  a private venture capital firm, and StoreChoice.com,Inc.,
a  convenience  shopping  portal.

     K.  David  Crowell  was elected to the office of Chief Operating Officer of
Digital on September 20, 2000, following the merger of 24x7 into Digital. He was
previously  the  Vice  President  of  Operations  for  24x7  and  was  in senior
management  at  Globalnet  Financial.  Mr.  Crowell  brings  over  25  years  of
operational  management,  quality assurance and product management experience to
Digital.  Prior to joining Globalnet Financial, Mr. Crowell served as Manager of
Training  and  Automation  for  Stratton  Travel,  where  he was responsible for
assisting  travel  agents  by  increasing their productivity through a series of
in-house  training classes, as well as writing scripts and programming. Prior to
joining  Stratton,  Mr.  Crowell  was the Manager of Quality Assurance for Orbit
Network, Inc. He also served as Director of Special Services for THOR24 where he
was  responsible  for  startup  and development of new enterprises for the large
travel  consortium. As Manager of Training and Automation, he also automated the
hotel  program  within the airline Global Distribution Systems for ABC Corporate
Services/CSI  division.

     Brian  M.  Pollack was elected to the office of Chief Technology Officer of
Digital  on  September 20, 2000,following the merger of N2Plus into Digital. Mr.
Pollack had five solid years in Internet research and development ("R&D") behind
him,  when  he  founded  N2Plus  in  1997.  Leading  N2Plus  from  a  home-based
start-up  to  a six-person operation, he was also responsible for N2Plus' market
share  and  revenue, which grew 300% every two quarters from inception. Prior to
forming  N2Plus,  Mr.Pollack served in lead technical positions for two Internet
Service  Providers  (ISPs): Primenet/Global Center and Internet Direct, where he
guided R&D, technical support and development. He was in a technology leadership
roll  during  3 mergers. One of the companies is now part of Frontier Corp., the
nation's  4th largest telecommunications provider. Internet Direct, a company of
2  employees  when  Mr.Pollack  joined,  was  acquired  in  1995  by  Mindspring
Enterprises,  the  nation's  4th  largest  ISP.  Before that, Mr.Pollack was the
Network  Engineer  responsible  for  developing  an American Express credit card
automation  system  with an return on investment of $25 million. In 1992, he was
one  of 15 top programmers selected to participate in the USA Computer Olympiad.

     Seth  R.  Pollack became the Executive Vice President-Corporate Development
for  Digital  following the merger of N2Plus into Digital on September 20, 2000.
Mr.  Pollack  joined  N2Plus  in  1998 and was responsible for overall growth of
N2Plus,  oversight  of general business operations, as well as the financial and
sales,  marketing  and business development strategies. Prior to joining N2Plus,
Mr.  Pollack  held  an  executive  management  position  with Adecco, a staffing
provider with a global network of 3,300 branch offices and more than $10 billion
in  annual  revenues.  Prior  to joining Adecco, Mr. Pollack led an intelligence
organization  with  the U.S. Army and held a Top Secret Security clearance. Seth
received a BS degree from Park College and a MBA from the University of Phoenix.

     Curtis  L.  Lovil  was elected to the office of Executive Vice President of
Operations  and  Secretary  of  Digital  on  September  20,  2000, following the
acquisition  by  Digital of 24x7. His duties for Digital include coordination of
production  and  programming for all active projects. Mr. Lovil began his career
fifteen  years  ago  as manager of operations for a travel industry corporation.
Mr. Lovil worked with Orbit Network in California as a systems engineer, he then
went  on  to  co-found  CyberJunction  with  John C. Flanders, Jr. Mr. Lovil has
consulted with several companies such as IBM, EDS, PG&E and Fujitsu as a network
systems  engineer.  Mr.  Lovil  joined  Globalnet  Financial  as  Director  of
Operations  and  then  assisted  in  the  founding  of  24x7.

     John Flanders Sr. was elected to the office of Vice President of Finance of
Digital on September 20, 2000, following the acquisition by Digital of 24x7. Mr.
Flanders  began his career as an electrical  contractor.  He founded and was the
president of G & F Electrical  Contractors.  Over the past twenty-five years, he
has gained  valuable  experience in operating a business.  He has served as Vice
President of Operations for Crocker Electrical  Contractors,  Inc. He was one of


                                       20
<PAGE>
the  founders  of  Flanders,   Brunetti  and  Flanders   Investment   Management
Corporation.  Mr.  Flanders'  extensive  accounting and  bookkeeping  experience
provide a invaluable asset to the daily financial operation of Digital.

     Kenneth  A. Paganini was elected to our Board of Directors on September 20,
2000,  following  the  merger of OTVnet into Digital. Mr. Paganini was the Chief
Executive  Officer  of  OTVnet  prior to the merger with Digital. He is also the
President  and  Chief  Executive  Officer of Paganini Electrical Contractors and
Paganini  Companies.  He  also  serves  as  the  Governor  of District 9 for the
National  Electrical  Contractors  Association.

     Charles  Bronitsky  served  Digital  in  the  offices  of  President, Chief
Executive Officer and Director from April 1999 until his resignation on June 27,
2000.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance
------------------------------------------------------------

     Based  solely  upon  Digital's  review  of  Forms 3, 4 and 5 and amendments
thereto  furnished  to  Digital  under  Rule  16a-3(a),  except  for the persons
indicated  below,  during  the  fiscal  year preceding the filing of this Annual
Report,  Digital  is  not  aware  of  any  person who was a director, officer or
beneficial  owner  of  more  than  ten percent of Digital's Common Stock and who
failed  to file reports required by Section 16(a) of the Securities Exchange Act
of  1934,  as  amended,  in  a  timely  manner.  Aaron C. Lang, the President of
Digital,  filed  his  Form 5 on September 25, 2000, which Form 5 was due to have
been  filed  on  August  14, 2000. To the knowledge of Digital, neither Scott L.
Kelly  nor  M&A West, Inc. has filed a Form 5, which was due on August 14, 2000.

Standing  Audit,  Nominating  and  Compensation  Committees
-----------------------------------------------------------

     Digital  presently  has  three Directors.  The Board of Directors held four
meetings  during  the  preceding  fiscal year and all directors in office at the
time  were  in  attendance  at  each  such  meeting.

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid to the Chief Executive
Officer  of Digital.  No other executive officer or director of Digital received
total  annual  salary  and  bonuses in excess of $100,000 during the fiscal year
ended  June  30,  2000:


<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

            Annual  Compensation           Long-term Compensation
          ------------------------------   -----------------------
                                  Awards     Securities     Payouts
                                  ------                    -------
Name                                                       Under-
and                               Other    Restricted      lying              All
principal                         Annual   stock options   LTIP      other
position  Year  Salary   Bonus    Comp.    award(s)  SARs  Payouts   comp.
--------------  ------  --------  -------  --------  ----  --------  ------
<S>             <C>     <C>       <C>      <C>       <C>   <C>
Charles
 Bronitsky      2000    $121,000      -0-       -0-   -0-       -0-     -0-   -0-
</TABLE>

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

     As of September 25, 2000, the following management personnel were receiving
annualized  compensation  in excess of $100,000 per year:  John C. Flanders, Jr.
$200,000,  David  Crowell  $100,000  and  Curtis  L.  Lovil  $100,000.

Director  and  Officer  Liability  and  Indemnification
-------------------------------------------------------

     The  Nevada  Domestic Corporation Laws ("NDCL") permit a Nevada corporation
to  indemnify  a  director,  officer,  employee  or  agent  for  judgments  or
settlements,  as well as expenses in the context of third-party actions, if such
person acted in good faith and in a manner such person reasonably believed to be
in  or  not opposed to the best interest of the corporation or, in the case of a
criminal  action,  had  no reasonable cause to believe his conduct was unlawful.

     The  NDCL  grants express authority to a Nevada corporation to purchase and
maintain  insurance  for  director and officer liability.  Such insurance may be
purchased  for  any  officer, director, employee or agent, regardless of whether
that  individual  is  otherwise eligible for indemnification by the corporation.

     Article VII of Digital's Restated Articles of Incorporation provides that a
director  or  officer  of  shall  not  be  personally  liable  to Digital or its
stockholders  for damages for breach of fiduciary duty as a director or officer,
except  for  acts  or omissions which involve intentional misconduct, fraud or a
knowing  violation  of  law,  and  provides  that  any modification or repeal of
Article  VII  shall  be  prospective  only  and  shall  not adversely affect any
limitation  on  the  personal  liability of a director or officer of Digital for
acts  or  omissions  prior  to  such  repeal  or  modification.

     Article  VIII of Digital's Restated Articles of Incorporation provides that
every  person  who was or is a party, or is threatened to be made a party to, or
is  involved  in  any  action,  suit  or  proceeding,  whether  civil, criminal,
administrative  or  investigative, by reason of the fact that such person is the
legal  representative,  is or was a director or officer of Digital, or is or was
serving  at  the  request  of  Digital  as  a  director  or  officer  of another
corporation,  or as its representative in a partnership, joint venture, trust or
other  enterprise,  shall be indemnified and held harmless to the fullest extent
legally  permissible under the laws of the State of Nevada against all expenses,
liability and loss (including attorneys' fees, judgments, fines and amounts paid
or  to  be  paid  in  settlement)  reasonably  incurred  or  suffered  by him in
connection  therewith.


                                       21
<PAGE>
     Digital's  Bylaws  contain  similar,  redundant  provisions  regarding
indemnification  in  Article  VII  of  the  Bylaws.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933,  as  amended  (the  "Act"), may be permitted to directors, officers or
persons  controlling  Digital  pursuant  to  the  provisions  of its Articles of
Incorporation  or  Bylaws,  Digital has been informed that in the opinion of the
SEC  such  indemnification  is against public policy as expressed in the Act and
is,  therefore,  unenforceable.


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     As  of September 25, 2000, there were 41,692,000 shares of Digital's Common
Stock  issued  and  outstanding.  Each  share of Common Stock is entitled to one
vote.  There  is no cumulative voting of shares of Common Stock and stockholders
have no preemptive rights.  Digital has never paid dividends on its Common Stock
and  does  not  intend  to  in  the  future.

     The  following  table  sets  forth  as  of  September  25,  2000,  certain
information  with  respect  to  all  persons or groups known by management to be
record  or beneficial owners of more than 5% of the Digital's outstanding Common
Stock,  by  each  director  of  Digital, each named executive officer and by all
current directors and officers as a group.  Except as indicated in the footnotes
to  the following table, the listed stockholders hold sole voting and investment
power  over  their  respective  shares.  No  shares of preferred stock have been
issued  or  are  outstanding.


<TABLE>
<CAPTION>
                               No. of Shares  Percentage
Name and Address                   Owned       Ownership
-----------------------------  -------------  -----------
<S>                            <C>            <C>
Scott Kelly(1)                     7,250,000       17.39%
583 San Mateo Avenue
San Bruno, CA 94066
  Stockholder

M&A West, Inc. (1)                 4,800,000       11.51%
583 San Mateo Avenue
San Bruno, CA 92066
  Stockholder

Aaron Lang                         6,250,000       15.00%
1860 El Camino Real
Burlingame, CA 94010
  President and a Director

John C. Flanders, Jr. (2)(3)       7,851,300       18.83%
16150 N. Arrowhead
Peoria, AZ 85382
  Chief Executive Officer
  and a Director

Kenneth A. Paganini                1,315,463        3.16%
190 Hubbell Street
San Francisco, CA 94107
   A Director

K. David Crowell                     100,000     -- % (4)
2377 W. Paradise Lane
Phoenix, AZ 85023
   Chief Operating Officer

Brian M. Pollack                     318,681     -- % (4)
17691 N. 52nd Drive
Glendale, AZ 85308
   Chief Technology Officer

Seth R. Pollack                      142,381     -- % (4)
17223 N. Fairway Court
Glendale, AZ 85308
   Executive Vice President

Curtis L. Lovil                      300,000     -- % (4)
25706 North 68th Drive
Peoria, AZ 85382
   Vice President-Technology

John C. Flanders, Sr.                200,000     -- % (4)
6861 West Pontiac Drive
Glendale, AZ 85308
   Vice President-Finance


                                       22
<PAGE>
All Officers and Directors
as a group (8 persons)            16,477,675       39.52%
<FN>
------------------------

(1)     Scott  Kelly  is  the  President  and principal stockholder of M&A West,
Inc.  Mr.  Kelly  is  the  beneficial  owner  of  2,450,000  shares  of  Digital
Common  Stock  and  has  voting  and dispositive control with respect to     the
4,800,000  shares  owned  of  record  by  M&A  West,  Inc.

(2)     John  C.  Flanders,  Jr.,  is  also a director on the Board of M&A West,
Inc.  However,  Mr.  Flanders  has no voting or dispositive control over     the
shares  of  Common  Stock  owned  beneficially by M&A West, Inc.,     as he owns
beneficially  only  10,000  shares  of  M&A  West,  Inc.,     common  stock.

(3)     Mr.  Flanders has direct ownership of 6,851,300 shares of Digital Common
Stock  and  indirect  beneficial  ownership  of  the 1,000,000 shares of Digital
Common Stock owned by DotCom Stables, Inc. Wise Capital Group, LLC, of which Mr.
Flanders  is  a  member, owns 1,250,000 shares of Digital Common Stock; however,
Mr.  Flanders  disclaims  in  voting or dispositive control over the WiseCapital
shares.

(4)     Owns  less  than  one  percent  (1  %)of  outstanding  Common  Stock.
</TABLE>


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Digital  requires that all material transactions with affiliates be made on
terms that are no less favorable to Digital than those that can be obtained from
unaffiliated third parties.  Such transactions must be approved by a majority of
Digital's  directors.  For  the  year  ended June 30, 1999 98%% of revenues were
generated from sales to affiliated companies and 100%% of all sales for the year
ended June 30, 2000.  During this time frame, Digital was being incubated by M&A
West,  Inc.,  which  incubation ended when M&A West, Inc. spun us off in January
2000.  We  anticipate considerably less reliance on these affiliates in the year
ending  June  30,  2001,  and  have not generated revenues through sales to such
affiliates  since  June  30,  2000.  While  the  company  does  not  anticipate
generating  revenues  from  affiliates  in  the first quarter of the fiscal year
ending  June 30, 2001, Digital may seek to recover gross costs of advertising in
the  amount  of  $60,000  from an affiliated party.  Digital has approached such
affiliate  and  requested  the  amount  be  paid  directly to the vendor used in
delivering advertising on behalf of a related party.  While  Digital anticipates
a  favorable resolution, if this matter is not successfully resolved Digital may
have  to  recognize  a vendor debt of $60,000 in the first quarter of its fiscal
year  ending  June,  30,  2001.

     John C. Flanders, Jr., was the largest holder of 24x7 common stock prior to
the  merger with Digital.  Mr. Flanders also serves on the Board of Directors of
M&A  West,  Inc.,  which  was  the  largest holder of Digital Stock prior to the
merger  with 24x7.  Digital is of the opinion that all dealings and negotiations
with  Mr.  Flanders  and  24x7  were  conducted  at  arm's  length.


ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS
     --------


     Exhibit
       No.             Description
     --------          -----------

2.1  Reorganization and Stock Purchase Agreement with Black Stallion Management,
     Inc., effective January 31, 2000 (1)

2.2  Asset  Purchase  Agreement  by and between 24x7  Development.com,  Inc. and
     GlobalnetFinancial.com, Inc.(2)

2.3  Agreement  and  Plan of  Merger  between  Digital  Bridge,  Inc.  and  24x7
     Development.com, Inc., dated as of July 31, 2000(3)

2.4  Agreement and Plan of Merger between Digital Bridge, Inc., N2Plus, Inc. and
     Certain  of the  Equity  Holders  of  N2Plus,  Inc.  dated as of August 31,
     2000(4)

2.5  Stock Purchase  Agreement between Digital  Bridge,Inc.  and Stockholders of
     Online Television Network Services dated as of August 31, 2000(5)


                                       23
<PAGE>
3(i)(1)Certificate of Restated Articles of Incorporation of Digital Bridge,
     Inc.(2)

3(i)(2) Articles of Merger of 24x7 Development.com, Inc. into Digital Bridge,
     Inc.(2)

3(i)(3) Articles of Merger of N2Plus, Inc. into Digital Bridge, Inc.  (2)
3(ii) Bylaws(6)


10.1 Lease Agreement by and between Nancy Ridge Technology Center,  Inc.(Lessor)
     and Online Television Network Services (Lessee), dated August 25, 1998 (2)
10.2 Standard  Industrial Lease Agreement  between Thomas Pecht, et al (Lessors)
     and 24x7 Development.com, Inc., dated June 1, 2000 (2).
10.3 Standard Office Lease Agreement  between Dr. Marco Chaves and George Chaves
     (Lessors) and M&A West, Inc., dated November 17, 1999 (2).
10.4 Website  Development  and  Maintenance  Agreement  by and  between  Digital
     Bridge,  Inc. and PlanetLinxs.com  International,  Inc., dated May 30, 2000
     (2).
10.5 Website  Development  and  Maintenance  Agreement  by and  between  Digital
     Bridge, Inc. and StoreChoice, Inc., dated August 23, 2000 (2).
10.6 Statement re: Computation of Earnings Per Share(2)
21   Subsidiaries  of  the  Company(2)
23.1 Consent  of  Hood  &  Strong  LLP(2)
27   Financial  Data  Schedule(2)

-----------------
(1)  Filed  herewith  as an  exhibit is  Exhibit 2 to  Digital's  Form 8-K dated
     February 9, 2000, and incorporated herein by reference.
(2)  Filed herewith.
(3)  Filed  herewith  as an exhibit is Exhibit 2.1 to  Digital's  Form 8-K dated
     September 19,2000, and incorporated herein by reference.
(4)  Filed  herewith  as an exhibit is Exhibit 2.2 to  Digital's  Form 8-K dated
     September 19, 2000, and incorporated here by reference.
(5)  Filed  herewith  as an exhibit is Exhibit 2.3 to  Digital's  Form 8-K dated
     September 19, 2000, and incorporated herein by reference.
(6)  Filed  herewith  as an  exhibit  is Exhibit 3 to  Digital's  Form  10-SB12G
     Registrant  Statement  (filed number  unavailable)dated  July 19, 1999, and
     incorporated herein by reference.

(B)  REPORTS  ON  FORM  8-K  FILED  DURING  THE FOURTH QUARTER OF 2000: None.
     -----------------------------------------------------------------


                                       24
<PAGE>
     In  accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                         DIGITAL  BRIDGE,  INC.


                         By:  /s/ Aaron Lang
                              ----------------------------------
                              Aaron Lang, President and Director

Date: September 26, 2000

     In  accordance  with  the  Exchange Act, this report has been signed by the
following persons on behalf of the Registrant in the capacities and on the dates
indicated.


Signature/Date


By:  /s/  John  C.  Flanders,  Jr.
----------------------------------
John  C.  Flanders,  Jr.,
Chief  Executive Officer and a Director
Date:  September 26, 2000



By:  /s/  K.  David  Crowell
----------------------------------
    K.  David  Crowell
    Chief  Operating  Officer
Date:  September  26,  2000


By:  /s/  Brian  M.  Pollack
----------------------------------
    Brian  M.  Pollack
    Chief  Technology  Officer
Date:  September  26,  2000


By:  /s/  Seth  R.  Pollack
----------------------------------
    Seth  R.  Pollack
    Executive Vice President--Corporate Development
Date:  September  26,  2000


By:  /s/  Curtis  L.  Lovil
----------------------------------
    Curtis  L.  Lovil
    Vice  President-Technology
Date:  September  26,  2000


By:  /s/  John  C.  Flanders,  Sr.
----------------------------------
    John  C.  Flanders,  Jr.
    Vice  President-Finance
Date:  September  26,  2000


By: _____________________________
    Kenneth A. Paganini  Director




                                 EXHIBITS INDEX


EXHIBIT  NO.     DESCRIPTION
-----------      -----------

2.2  Asset  Purchase   Agreement  dated  June  5,  2000,  by  and  between  24x7
     Development.com, Inc. and GlobalnetFinancial.com, Inc.
3(i)(1) Certificate of Restated  Articles of  Incorporation  of Digital  Bridge,
     Inc.
3(i)(2) Articles of Merger of 24x7  Development.com,  Inc. into Digital  Bridge,
     Inc.
3(i)(3) Articles of Merger of N2Plus, Inc. into Digital Bridge, Inc.
10.1 Lease Agreement by and between Nancy Ridge Technology Center, Inc. (Lessor)
     and Online Television Network Services, dated August 25, 1998.
10.2 Standard  Industrial Lease Agreement  between Thomas Pecht, et al (Lessors)
     and 24x7 Development.com,Inc., dated June 1, 2000.
10.3 Standard Office Lease Agreement  between Dr. Marco Chaves and George Chaves
     (Lessors) and M&A West, Inc.
10.4 Website  Development  and  Maintenance  Agreement  by and  between  Digital
     Bridge, Inc. and PlanetLinxs.com International, Inc., dated May 30, 2000.
10.5 Website  Development  and  Maintenance  Agreement  by and  between  Digital
     Bridge, Inc. and StoreChoice, Inc., dated August 23, 2000.
11   Statement re: Computation of  Earnings  Per  Share
21   Subsidiaries  of  the  Company
23.1 Consent of Hood & Strong LLP
27   Financial  Data  Schedule


                                       25
<PAGE>