SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 For the fiscal year ended March 31, 2001

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the transition period from _____________ to ________________

Commission File Number 0-18064

                           YES CLOTHING COMPANY, INC.
-----------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

       Nevada                                                  95-3768671
-----------------------------------------------------------------------------
(State or other jurisdiction of                     (I.R.S. Employer I.D. No.)
incorporation or organization)


4695 MacArthur Court, Suite 1450    Newport Beach, California         92660
-------------------------------------------------------------   -------------
         (Address of principal executive offices)                  (Zip Code)

                                 (949) 833-2094
------------------------------------------------------------------------------
                 Issuer's telephone number, including area code:

Securities registered pursuant to Section 12 (b) of the Act:  None

Securities registered pursuant to Section 12 (g) of the Act: Common Stock, No
Par Value

Check whether the issue [1] has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter periods that the registrant was required to file
such reports), and [2] has been subject to such filing requirements for the past
90 days. YES     NO X

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

The aggregate market value of the voting stock held by non-affiliates computed
by reference to the price at which the stock was sold, or the average bid price
and asked prices of such stock, as of June 20, 2001, was approximately $55,606.

            Class                                 Outstanding at June 22, 2001
-----------------------------                     ----------------------------
Common stock, $.001 par value                             37,044,158

Documents Incorporated by Reference:        None



<PAGE>



                           YES CLOTHING COMPANY, INC.

                      INDEX TO ANNUAL REPORT ON FORM 10-KSB

                                                                          Page
                                     PART I.

Item 1.      Business........................................................3
Item 2.      Properties......................................................6
Item 3.      Legal Proceedings...............................................6
Item 4.      Submission of Matters to a Vote of Security Holders.............7

                                    PART II.

Item 5.      Market for the Registrant's Common Equity and Related
               Stockholder Matters...........................................8
Item 6.      Management's Discussion and Analysis of Financial Condition
               and Results of Operations.....................................8
Item 7.      Financial Statements ...........................................9
Item 8.      Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure......................................9

                                    PART III.

Item 9.      Directors, Executive Officers, Promoters and Control Persons
               of the Company; Compliance with Section 16(A) of the
               Exchange Act.................................................10
Item 10.     Executive Compensation.........................................12
Item 11.     Security Ownership of Certain Beneficial Owners and Management.13
Item 12.     Certain Relationships and Related Transactions ................14
Item 13.     Exhibits and Reports on Form 8-K...............................14



                                        2

<PAGE>



                                     PART I



Item 1.     Business

YES Clothing Co.(R) ("Yes California") was incorporated in California in 1982.
Through July 1997, our company designed, contracted for the manufacture of, and
marketed diversified lines of, apparel for women in junior sizes, and for young
men. Our garments were manufactured predominantly in the United States, and were
sold to retail department stores and specialty chains and stores throughout
North America.

On June 4, 1996, Guy Anthome was named chief executive officer in an attempt to
bring our company to profitable operations. On this date, Georges Marciano and
affiliates sold to Mr. Anthome 35,150 shares of common stock at a purchase price
of $1.00 per share. Mr. Marciano resigned as a director and Chairman of the
Board and agreed to cancel the option and warrant issued in his favor. Mr.
Anthome agreed to become Chairman of the Board and Chief Executive Officer. In
July 1997, we ceased operations in an effort to reduce our operating losses due
to significant cash deficiencies. At the time we ceased operations, our
liabilities exceeded our assets by approximately $4 million.

On December 17, 1997, we filed for protection from our creditors pursuant to
Chapter 11 of the United States Bankruptcy Code. In January 1998, we retained
the services of NuVen Advisors, Inc. ("NuVen"), Fred G. Luke, Jr. ("Luke"), and
the legal firm of Weed and Co. ("Weed") to assist us in restructing the
Company's debt and reorganizing our core business.  In March 1998, we
requested our bankruptcy case be dismissed in order for us to execute the plan
of reorganization recommended by NuVen, Luke, and Weed without the assistance of
the court.

In January 1998, we added certain individuals proposed by NuVen as members of
the board of directors. We needed the corporate finance skills of Luke to assist
us in completing our plan of reorganization. Luke and Weed negotiated and
financed settlements with certain secured creditors and on March 11, 1998, our
bankruptcy case was dismissed by the Bankruptcy Court.

To settle the claims of our primary secured creditor, NuVen and Weed formed and
capitalized Yes Licensing Partners, LLC ("Yes LLC"). Yes LLC acquired our
primary asset, the licenses to the "YES" trademarks from Republic Factors Corp.
and canceled the underlying debt of the Company. Yes LLC granted us an option to
reaquire the YES licenses once we had settled or paid all of our remaining
obligations and achieved a positive equity of at least $100,000. In 1999,
NewBridge Capital, Inc. ("NewBridge"), an affliated company, acquired 50% of Yes
LLC. In March 2001, Yes LLC received an offer to purchase the trademarks from an
unrelated third party. We were unable to exercise our option and as a result,
Yes LLC sold the trademarks.

On November 13, 2000, Yes California was merged into Yes Clothing Company, Inc.
("Yes Nevada" or the "Company"), a Nevada corporation formed by it on July 31,
2000. At that time, Yes Nevada exchanged one (1) share for every one hundred
(100) shares of Yes California. The merger was recorded at historical costs
since the companies were under common control, and all amounts, including share
information, have been retroactively restated for the periods presented.



                                        3

<PAGE>



Our future depends on our ability to pay or otherwise settle all of our
outstanding debt and then to either acquire an existing license, rebuild the
Company's historical clothing business, or develop a new line of business;
however, there are no assurances that we will be successful in these plans.

Our principal executive offices are located at 4695 MacArthur Court, Suite 1450,
Newport Beach, California 92660, and our telephone number at that address is
(949) 833-2094.

The following discusses the historical operations of our Company.

Historical Business Strategy

We licensed a number of trademarks and designs (including the GM Surf and
Misfits brands) from Marble Sportswear, Inc., a company controlled by Mr.
Marciano. These licenses were terminated on May 1, 1996. We reformulated our
design and merchandising strategy. Our modified strategy was to increase sales
by reintroducing the YES(R) label into the junior market, by shifting its
product focus from shirts, pants, shorts, vests, T-shirts and sweatshirts made
principally with denim and knit/woven cotton, to production of dresses, skirts,
pants, jackets and tank tops made primarily with cotton/spandex knits and cotton
jersey.

Apparel and Apparel Design

We offered clothing for the women's "junior" market and young men's markets. Our
business was generally divided among five retail selling seasons: Spring,
Summer, Fall, Back-to-School, and Holiday. For each selling season, we
introduced a separate apparel collection each year. Seasonal factors caused some
variance in production and sales levels among fiscal quarters in any fiscal
year, but we did not regard our overall business as highly seasonal.

Junior's. Our clothing for the "junior" market incorporated current styles,
fabrics and colors with a look that was designed to appeal to a broad
cross-section of young women. Clothing for the junior market is characterized by
sizes tailored for youthful figured women. We used primarily denim and, to a
lesser degree, twill, for shirts, pants, shorts, vests, jackets and dresses and
knit and woven cotton for T-shirts, sweatshirts and other types of shirts. We
returned to using classic junior fabrics, primarily cotton and spandex knit,
cotton jersey and denim, in the production of dresses, skirts, pants, tank tops
and jackets. We had previously sought to diversify by licensing branded lines of
apparel, such as Audience and Into Reality. The Audience license was terminated
by us on April 11, 1997, and the Into Reality license was terminated effective
as of July 31, 1997.

Young Men's. We marketed casual apparel for young men under the Body Glove
label. The young men's line, with its distinctive and contemporary look, used
corduroy, cotton and rayon twill and nylon in the production of T- shirts,
sweatshirts, shirts, shorts and pants. We terminated our Body Glove license on
May 9, 1997.

Production

Manufacturing. We manufactured our garments using independent cutting and sewing
contractors located principally in the Los Angeles area. We produced high
quality garments through the use of quality fabrics, insistence on quality
workmanship and use of comprehensive fabric and garment inspection programs.



                                        4

<PAGE>



We acquired fabric from suppliers and supplied such fabric, together with the
garment pattern, to an independent contractor for cutting. The cut fabric and
any buttons, zippers and other trim to be used on the garments were then
delivered to independent sewing contractors. Under our supervision, these
contractors assembled and sewed the fabric and added trim in accordance with
production samples. We also employed a production coordinator and two full-time
production assistants who regularly visited our contractors to review the
quality of the work in progress. Prior to distribution, the garments were
delivered to our warehouse for final inspection in the Quality Control
Department.

The lead time to fill new orders placed by us with our manufacturing contractors
generally ranged from three to six weeks for domestically produced garments. We
generally scheduled the manufacture of apparel based on orders received to
reduce the risk of obsolescence of its garment inventory. We continuously
monitored for obsolete and damaged inventory. Such inventory was usually sold to
customers who specialized in merchandising off-price clothing.

We had long-standing relationships with our cutting contractors and many of our
sewing production contractors but did not have written agreements with any of
our contractors. For its domestically produced garments, we utilized two cutting
contractors and approximately seven sewing contractors (all of whom were located
in the Los Angeles area).

Fabrics. The fabrics primarily used by us were novelty nylon/spandex,
cotton/spandex and stretch laces, all of which were available domestically.

We believe that during the fiscal year ended March 31, 1997, all our
expenditures for fabrics used in our domestically produced garments were paid to
suppliers located in the United States.

Sales and Marketing

We sold our apparel throughout the United States and to a lesser extent in
Mexico and Canada. Our customers were retail department stores, specialty chains
and specialty stores. Sales of our garments were made through independent sales
organizations and directly by our sales staff. We maintained showrooms in New
York City and Los Angeles for women's and men's apparel. We engaged the services
of independent sales organizations in Los Angeles, New York and Miami which
operated showrooms displaying our products. Sales representatives at each
showroom were responsible for marketing our apparel within an assigned
territory. Sales organizations were retained on a nonexclusive basis. Our
independent sales organizations were compensated on a commission basis on terms
consistent with industry practice. We never sold our garments on consignment.

Advertising and Promotion

Our advertising strategy was to promote an image associated with a fashionable
look and youthful style and to promote the YES Clothing Co.'s brands. We did not
advertise extensively in 1997 through 2000. The Company had no cooperative
advertising program for its retailers although, with advance approval, we
reimbursed our customers for advertising our products.







                                        5

<PAGE>



Brands and Trademarks

Previously, our principal trademarks were YES Clothing Co.(R), YES(R), YES
Men(R), YES Kids(R), and YES Jeans(R). These trademarks were acquired by Yes LLC
in 1997 and were subsequently sold by Yes LLC in March 2001 to an unrelated
third party.

Competition

The segments of the apparel industry in which we competed are highly fragmented.
Competition was numerous, and varied in size and in the products they designed
and manufactured. In addition, department stores, including some of our
customers, sold competing apparel under their own labels.

The marketing of apparel is highly competitive. We believed that the ability to
gauge effectively and to respond to changes in consumer demands and tastes, as
well as the ability to produce and deliver our products on a timely basis were
necessary to compete successfully in the apparel industry. We believed that
consumer acceptance depended on the image, design, quality and price of our
garments, and that our continuity depended on our ability to remain competitive
in these areas. The failure to design garments that meet with acceptance in the
marketplace in the future would result in the material deterioration of customer
loyalty and our image.

Employees

We are currently inactive and the day-to-day general and administrative affairs
are handled by NewBridge, and Luke, in his capacity as President of the Company,
and various individuals employed by NewBridge or retained by the Company on a
task related or short term basis. At present, we have no full-time employees.

Environmental Regulation

The cost and effect of complying with environmental regulations are not material
due to the nature of our business.

Item 2.     Properties

Our principal executive offices are located in premises leased by NewBridge
comprising approximately 7,500 square feet in Newport Beach, California. These
premises are occupied by us under a sharing arrangement with NewBridge

Item 3.     Legal Proceedings

As a result of the bankruptcy, we have been named as a defendant in lawsuits
related to our inability to pay debts incurred prior to suspending our
operations. There have been several judgement liens filed against the Company
totaling $263,000, which are included in accounts payable. No new litigation has
been filed. We believe that the probable outcome of the pending litigation will
not have a material effect on our financial position or results of operations.

In fiscal 1997, the Company filed a carryback claim for a refund of certain
taxes paid in prior periods totaling approximately $971,000. The Company was
notified in fiscal 1998 that the carryback claim was invalid and that the
Company was obligated to repay the 1997 refund. Accordingly, the Company


                                        6

<PAGE>



recorded a liability for the $971,000. The Company appealed the audit assessment
and, in the second quarter of fiscal 2001, entered into a settlement agreement
with the IRS whereby the assessment was reversed.

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

There were no matters submitted to a vote of security holders.



                                        7

<PAGE>



                                     PART II

Item 5.     Market for the Registrant's Common Equity and Related Stockholder
            Matters

Price Range of Common Stock

Market Prices
<TABLE>
<CAPTION>

                                   Quarters Ending
                  ----------------------------------------------
                  March 31    Dec. 31     Sept. 30      June 30
                  --------    --------    --------      --------
<S>               <C>         <C>         <C>           <C>

Fiscal 2001
     Low          $   0.13    $  0.36     $  2.00       $  4.00
     High             0.44       5.00        6.00         17.00

Fiscal 2000
    Low           $   2.00    $  1.00     $  2.00       $  2.00
    High          $  23.00       3.00        5.00         13.00
</TABLE>

These amounts have been adjusted for the reverse 100:1 stock split in November
2000.

Approximate Number of Holders of Common Stock Securities

We had approximately 56 holders of record of common stock as of May 31, 2001.

Dividends

We have never paid, nor do we intend to pay, cash dividends on our common
equity.


Item 6.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations

Results of Operations

Fiscal Years 2001 and 2000

In July 1997, due to a lack of trade credit and working capital, we temporarily
suspended our operations pending receipt of additional capital or third party
credit. We began liquidating our inventory and other assets at below cost. On
December 17, 1997, we filed for protection from our creditors pursuant to
Chapter 11 of the United States Bankruptcy Code. In March 1998, we were
dismissed from our bankruptcy proceedings.

There were no operations during fiscal 2001 and 2000. As a result, there were no
revenues or cost of revenues were incurred.

Total selling, general and administrative ("SG&A") expenses increased 9% from
$178,000 in fiscal 2000 to $205,000 in fiscal 2001. The increase is attributed
to legal and consulting expenses.



                                        8

<PAGE>



There was no interest in fiscal 2001 and 2000 as there were no borrowings from
factor or credit facility in place.

In November 1996, we filed for and received a federal income tax refund of
$971,000. In fiscal 1998, the Internal Revenue Service notified us that the net
operating loss carryback claim had been denied. As a result, we established a
liability for the tax refund amount, plus penalties and interest, in fiscal
1998. We appealed the audit assessment and in the second quarter of fiscal 2001,
entered into a settlement agreement with the IRS, whereby the assessment was
reversed. As a result of the agreement, we recognized extraordinary income of
$971,000 in the second quarter of fiscal 2001.

On November 13, 2000, Yes California was merged into Yes Nevada. At that time,
Yes Nevada exchanged one (1) share for every one hundred (100) shares of Yes
California. The merger was recorded at historical costs since the companies were
under common control, and all amounts, including share information, have been
retroactively restated for the periods presented.

Capital Resources and Liquidity

We have incurred net losses and negative cash flows from operating activities
since inception. On December 17, 1997, we filed for protection from our
creditors pursuant to Chapter 11 of the United States Bankruptcy Code. In
January 1998, we added certain individuals proposed by NuVen as members of the
board of directors. We needed the corporate finance skills of Luke to assist us
in completing our plan of reorganization. Luke and Weed negotiated and financed
settlements with certain secured creditors and on March 11, 1998, our bankruptcy
case was dismissed by the Bankruptcy Court.

On April 8, 1998, we sold the Yes(R) trademark for $420,000 to NuVen to raise
capital sufficient to settle our outstanding senior credit facility, and, on the
same date, we reached a settlement agreement with Republic Factors Corp., the
senior secured creditor in connection with our factoring agreement. On or about
June 30, 1999, NuVen sold its rights to the Yes trademarks to Yes Licensing
Partners LLC, in which an affiliated company, NewBridge owned 50%. In March
2001, Yes Licensing Partners LLC sold the trademarks to an unrelated third
party.

At March 31, 2001, through the date of this filing, our liabilities exceed our
assets by approximately $2.1 million. We currently receive financial support
from NewBridge. Our future depends on our ability to pay or otherwise settle all
of our outstanding debt and then to either acquire an existing license, rebuild
the Company's historical clothing business, or develop a new line of business;
however, there are no assurances that we will be successful in these plans.

These factors discussed above raise substantial doubt about our ability to
continue as a going concern. As such, our independent auditors have modified
their report to include an explanatory paragraph with respect to such
uncertainty. There were no adjustments made to the financial statements as a
result of such uncertainty.

Item 7.     Financial Statements

Financial statements included elsewhere herein are referred to in Item 13 (a)
and are listed in the Index to financial statements filed as a part of this
Annual Report on Form 10-KSB.

Item 8.     Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure

None



                                        9

<PAGE>



                                    PART III


Item 9.     Directors, Executive Officers, Promoters and Control Persons of
            the Company; Compliance with Section 16(A) of the Exchange Act

(a)      Identification of Directors and Executive Officers.

The following table sets forth certain information concerning our directors and
executive officers:

<TABLE>
<CAPTION>

                              Position Held with             Date First
   Name             Age           the Company            Elected or Appointed
--------------      ---       -------------------      ------------------------
<S>                 <C>       <C>                      <C>
Fred G. Luke        54        President & CEO          December 1998 to Present
                              Director                 December 1998 to Present
John L. Lawver      62        Secretary                January 1998 to Present
                              Director                 March 1998 to Present

</TABLE>

All directors serve until our next Annual Meeting of Shareholders and until
their successors are elected and qualified. Our officers serve at the discretion
of the board of directors. Our directors generally consider the status of the
officers at the meeting of our directors following each annual meeting of
shareholders.


(b)      Business Experience

The following is a brief account of the business experience during the past five
years of each director and executive officer of our company, including principal
occupations and employment during that period and the name and principal
business of any corporation or other organization in which such occupation and
employment were carried on.

Fred G. Luke. Mr. Luke has been our President and CEO since December 1998. Mr.
Luke has more than thirty (30) years of experience in domestic and international
financing and the management of privately and publicly held companies. Since
1982, Mr. Luke has provided consulting services and has served as Chief
Executive Officer and/or Chairman of the Board of various publicly held and
privately held companies in conjunction with such financial and corporate
restructuring services. In addition to his position with the Company, Mr. Luke
currently serves as Chairman and Chief Executive Officer of NuOasis Resorts,
Inc., (formerly, Nona Morelli's II, Inc.) ("NuOasis Resorts"), Chairman and
President of NuVen, and Chairman and President of Diversified Land & Exploration
Co. ("DL&E") and Newbridge, among others. NewBridge provides managerial,
acquisition and administrative services to public and private companies
including Yes. NewBridge, which is controlled by Fred G. Luke, as Trustee of the
Luke Family Trust, is an affiliate of ours. Mr. Luke received a Bachelor of Arts
Degree in Mathematics from California State University, San Jose in 1969.

Jon L. Lawver. Mr. Jon L. Lawver has been Secretary and a Director of our
company since January and March 1999, respectively. Mr. Lawver has 23 years of
experience in the area of bank financing where he has assisted medium size
companies ($5 million to $15 million) by providing expertise in documentation
preparation and locating financing for expansion requirements. Mr. Lawver was
with Bank of America


                                       10

<PAGE>



from 1961 to 1970, ending his employment as Vice President and Manager of one of
its branches. From 1970 to present Mr. Lawver has served as President and a
Director of J.L. Lawver Corp., a financial consulting firm. Since 1988, Mr.
Lawver has served as President and a Director of Eurasia, a private finance
equipment leasing company specializing in oil and gas industry equipment. Mr.
Lawver also serves as a director of Newbridge and NuVen.

(c)      Identification of Certain Significant Employees.

         None.

(d)      Family relationships

         None.

(e)      Involvement in Certain Legal Proceedings.

         During the past five years, no director or officer of ours has:

         1.   Filed or has had filed against him a petition under the federal
         bankruptcy laws or any state insolvency law, nor has a receiver, agent
         or similar officer been appointed by a court for the business or
         property of such person, or any partnership in which he was a general
         partner, or any corporation or business association of which he was an
         executive officer at or within two years before such filings.

         2.   Been convicted in a criminal proceeding.

         3.   Been the subject of any order, judgment, or decree, not
         subsequently reversed, suspended or vacated, of any court of competent
         jurisdiction, permanently or temporarily enjoining such person from, or
         otherwise limiting his involvement in any type of business, securities
         or banking activities.

         4.   Been found by a court of competent jurisdiction in a civil
         action, the Securities and Exchange Commission or the Commodity Futures
         Trading Commission to have violated any federal or state securities or
         commodities law, which judgment has not been reversed, suspended, or
         vacated.

(f)      Compliance with Section 16(a) of the Exchange Act

         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires that our directors and officers and persons who own more than ten
percent ("10%") of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC").
Directors, officers and greater than 10% shareholders are required by SEC
regulations to furnish us with copies of all reports filed pursuant to Section
16(a) of the Exchange Act.

         Based solely on its review of the copies of the reports it received
from persons required to file, we believe that during the period from April 1,
1998 through March 31, 2001, all filing requirements applicable to our officers,
directors and greater than ten-percent shareholders were complied with.






                                       11

<PAGE>



Item 10.    Executive Compensation

(a)      Summary Compensation Table.

         The following summary compensation table sets forth in summary form the
compensation received during each of our last two completed years by our
president and four most highly paid officers ("Named Executive Officers"). There
were no officers who earned in excess of $100,000 per annum:

<TABLE>
<CAPTION>


Name and Principal              Salary       Other Annual          Options
Position                Year    ($) (1)     Compensation ($)     Granted (#)(2)
-------------------     ----   ---------    ----------------     --------------
<S>                     <C>      <C>            <C>                 <C>

Fred G. Luke            2001     10,500         N/A                 N/A
President and CEO       2000          -         N/A                 N/A
(12-98 to Present)      1999          -         N/A                 N/A
Jon L. Lawver           2001     10,500         N/A                 N/A
Secretary               2000     36,000         N/A                 N/A
(1-98 to Present)       1999     15,000         N/A                 N/A

</TABLE>

(1)      The accrued but unpaid value of base salary (cash and non-cash).

(2)      Except for stock option plans, we do not have in effect any plan
         that is intended to serve as incentive for performance to occur over a
         period longer than one year. No stock options are currently
         outstanding.

(b)      Stock Options

         None.

(c)      Long-Term Incentive Plans Table

         There were no long-term incentive plans during the last two years.



                                       12

<PAGE>



Item 11.    Security Ownership of Certain Beneficial Owners and Management

(a) and (b) Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth certain information regarding ownership
of the Company's common stock as of March 31, 2001. The table includes (a) each
person known by the Company to be the beneficial owner of more than 5% of the
Company's common stock, (b) each director, (b) each director individually, (c)
the named executive officer, and (d) the directors and officers as a group.
Unless otherwise indicated, the persons named in the table possess sole voting
and investment power with respect to the shares listed (except to the extent
such authority is shared with spouses under applicable law).

<TABLE>
<CAPTION>
                                                           Amount and
                                                           Nature of    Percent
                         Name and Address                  Beneficial      of
Title of Class           of Beneficial Owner                Interest    Class(1)
--------------------    --------------------------------- -----------   --------
<S>                     <C>                                <C>             <C>

$.001 par value         Georges Marciano Trust
Common Stock            9756 Wilshire Blvd.
                        Beverly Hills, CA 90212               27,000        15%
                        NewBridge Capital, Inc.
                        4695 MacArthur Court, Suite 1450
                        Newport Beach, California 92660       92,940        50%
                        Cede & Co.
                        P.O. Box 20 Bowling Green
                        New York, NY 10004                    64,240        35%
$.001 par value         NewBridge Capital, Inc.
Preferred Stock         4695 MacArthur Court, Suite 1450
                        Newport Beach, California 92660    1,100,000(2)    100%

Directors and Officers

$.001 par value         All Officers and Directors
                        as a group
Common Stock                                                       -         -

</TABLE>




(1)      Based on 185,686 common shares and 1,100,000 preferred shares
         outstanding, as appropriate.

(2)      On June 7, 2001, the shareholders of 1,100,000 shares Preferred Stock
         converted such shares into 35,915,000 shares of common stock.





                                       13

<PAGE>



Item 12.    Certain Relationships and Related Transactions

Effective January 21, 1998, we entered into an Advisory and Management Agreement
(the "Advisory Agreement") with NuVen, the predecessor of NewBridge Capital Inc.
("NewBridge"), for the engagement of NuVen to perform professional and advisory
services. We had approximately $131,000 due to NuVen as of March 31, 2001. In
April 2000, the Advisory Agreement was assigned to NewBridge. We had
approximately $52,000 due to NewBridge as of March 31, 2001.

ITEM 13.    Exhibits and Reports on Form 8-K.

(a)      Financial Statements

The Financial Statements included in this Item are indexed on Page F-1, "Index
to Financial Statements."

(b)      Financial Statement Schedules

None.

(c)      Exhibits

         Item
         No.      Description

         3.1      Restated Articles of Incorporation of the Company(1)
         3.2      Restated Bylaws of the Company(1)
         4.1      Specimen Common Stock Certificate(1)
         10.1     Advisory and Management Agreement with NuVen Advisors, Inc.(1)
         10.2     Consulting Agreement with Mr. Jon L. Lawver (1)
         10.3     Consulting Agreement with Mr. Fred G. Luke (1)
         10.4     Consulting Agreement with Mr. Leonard J. Roman (1)


         (1) Exhibits previously filed with the SEC.







                                       14

<PAGE>



                                   SIGNATURES


In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934,
we have duly caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.

                           YES CLOTHING COMPANY, INC.


Date:    July 6, 2001                  By:  /s/  Fred G. Luke
                                       ---------------------------------
                                                 Fred G. Luke, President

In accordance with the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of our Company
and in the capacities and on the dates indicated.

                           YES CLOTHING COMPANY, INC.


Date:    July 6, 2001                  By:  /s/  Fred G. Luke
                                      ---------------------------------
                                                 Fred G. Luke, Director

Date:    July 6, 2001                  By:  /s/  Jon L. Lawver
                                       ---------------------------------
                                                 Jon L. Lawver, Director







                                       15

<PAGE>




                           YES CLOTHING COMPANY, INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                          Page
Description

Independent Auditors' Report...............................................F-2

Balance Sheet as of March 31, 2001.........................................F-3

Statements of Operations for the Years Ended March 31, 2001 and 2000.......F-4

Statements of Stockholders' Deficit for the Years Ended
   March 31, 2001 and 2000.................................................F-5

Statements of Cash Flows for the Years Ended March 31, 2001 and 2000.......F-6

Notes to Financial Statements..............................................F-7





























                                       F-1

<PAGE>





                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Yes Clothing Company, Inc.

         We have audited the accompanying balance sheet of Yes Clothing Company,
Inc., a Nevada Corporation, as of March 31, 2001 and the related statements of
operations, shareholders' deficit and cash flows for each of the years in the
two-year period ended March 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits 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 Yes Clothing
Company, Inc. as of March 31, 2001, and the results of its operations and its
cash flows for each of the years in the two-year period ended March 31, 2001, in
conformity with accounting standards generally accepted in the United States.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred operating losses, and it has
excess current liabilities over current assets, as well as a shareholders'
deficit. These conditions raise substantial doubt about its ability to continue
as a going concern. Management's plans regarding those matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



                                            /s/ McKennon, Wilson & Morgan LLP


                                            MCKENNON, WILSON & MORGAN LLP
Irvine, California
June 22, 2001







                                       F-2

<PAGE>



                           YES CLOTHING COMPANY, INC.
                                  BALANCE SHEET
                                 March 31, 2001



<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                              <C>

Current assets
  Prepaid taxes                                                  $      1,000
                                                                 =============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                               $  1,285,000
  Accrued expenses                                                    482,000
  Income taxes payable                                                      -
  Due to affiliate                                                    360,000
                                                                 -------------
     Total current liabilities                                      2,127,000
                                                                 -------------

Commitments and contingencies (Note 3)                                      -

Shareholders' deficit (Note 5):
  Series A convertible preferred stock,
    $.001 par; 2,000,000 shares authorized;
    1,100,000 shares issued and outstanding;
    converted into 35,915,000 shares of
    common stock on June 7, 2001                                    1,214,000
  Common stock, $.001 par; 75,000,000 shares authorized;
    185,686 shares issued and outstanding                                   -
  Additional paid-in capital                                       12,144,000
  Accumulated deficit                                             (15,484,000)
                                                                 -------------
     Total shareholders' deficit                                   (2,126,000)
                                                                 -------------
                                                                 $      1,000
                                                                 =============

</TABLE>










              See accompanying notes to these financial statements


                                       F-3

<PAGE>



                           YES CLOTHING COMPANY, INC.
                            STATEMENTS OF OPERATIONS
                   For the Years Ended March 31, 2001 and 2000

<TABLE>
<CAPTION>


                                                            2001         2000
                                                         ----------  -----------
<S>                                                      <C>          <C>

Net sales                                                $        -   $       -

General and administrative expenses                         203,000     178,000
                                                         -----------  ---------

Loss before income taxes and extraordinary item            (203,000)   (178,000)
                                                         -----------  ----------

Income tax expense                                            2,000           -
                                                         -----------  ----------

Loss before extraordinary item                             (205,000)   (178,000)
                                                         -----------  ----------

Extraordinary item-gain on settlement of debt,
  net of income taxes of $0                                 971,000           -
                                                         -----------  ----------

Net income (loss)                                        $  766,000   $(178,000)
                                                         ===========  ==========

Basic earnings (loss) per share:
  Loss before extraordinary gain                         $    (1.29)  $   (1.39)
                                                         ===========  ==========
  Extraordinary gain                                     $     6.10   $       -
                                                         ===========  ==========
  Net income (loss)                                      $     4.81   $   (1.39)
                                                         ===========  ==========

    Weighted average common shares outstanding              159,085     127,865
                                                         ===========  ==========

Diluted earnings (loss) per share:
  Loss before extraordinary gain                         $    (0.01)  $   (1.39)
                                                         ===========  ==========
  Extraordinary gain                                     $     0.03   $       -
                                                         ===========  ==========
  Net income (loss)                                      $     0.02   $   (1.39)
                                                         ===========  ==========

    Weighted average common and diluted shares           38,734,107     127,865
                                                         ===========  ==========

</TABLE>












              See accompanying notes to these financial statements.


                                       F-4

<PAGE>



                           YES CLOTHING COMPANY, INC.
                       STATEMENTS OF SHAREHOLDERS' DEFICIT
                   For the Years Ended March 31, 2001 and 2000


<TABLE>
<CAPTION>

                            Series A Convertible
                              Preferred Stock       Common Stock    Additional
                            ---------------------  --------------     Paid-In     Accumulated
                              Shares     Amount    Shares  Amount     Capital       Deficit       Total
                            ---------- ----------  ------- ------  -----------  -------------  ------------
<S>                         <C>        <C>         <C>     <C>     <C>          <C>            <C>


Balances, March 31, 1999    1,277,005  $1,409,000  127,893      -  $11,949,000  $(16,072,000)  $(2,714,000)
Net loss                            -           -        -      -            -      (178,000)     (178,000)
                            ---------- ----------- ------- ------  -----------  -------------  ------------

Balances, March 31, 2000    1,277,005   1,409,000  127,893      -   11,949,000   (16,250,000)   (2,892,000)
Conversion of preferred
   stock into common stock   (177,005)   (195,000)  57,793      -      195,000             -             -
Net income                          -           -        -      -            -       766,000       766,000
                            ---------- ----------- ------- ------  -----------  -------------  ------------

Balances, March 31, 2001    1,100,000  $1,214,000  185,686 $    -  $12,144,000  $(15,484,000)  $(2,126,000)
                            ========== =========== ======= ======  ===========  =============  ============

</TABLE>






























              See accompanying notes to these financial statements.


                                       F-5

<PAGE>





                           YES CLOTHING COMPANY, INC.
                            STATEMENTS OF CASH FLOWS
                   For the Years ended March 31, 2001 and 2000

<TABLE>
<CAPTION>

                                                           2001        2000
                                                       -----------  -----------
<S>                                                    <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                      $  766,000   $ (178,000)
  Reconciliation of net income (loss)
     to net cash used in
     operating activities:
     Gain on settlement of debt                          (971,000)           -
  Changes in operating assets
     and liabilities:
      Prepaid expenses                                     (1,000)           -
      Accounts payable                                    105,000            -
      Accrued expenses                                     (3,000)      25,000
                                                       -----------  -----------
Net cash used in operating activities                    (104,000)    (153,000)
                                                       -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in Due to affiliate                             104,000      153,000
                                                       -----------  -----------
Net change in cash                                              -            -
Cash, at beginning of year                                      -            -
                                                       -----------  -----------
Cash, at end of year                                   $        -   $        -
                                                       ===========  ===========

</TABLE>

























              See accompanying notes to these financial statements.

                                       F-6

<PAGE>


                           YES CLOTHING COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2001 and 2000

Note 1.     Organization

YES Clothing Co. (the "Company") was incorporated on July 1, 1982, in the State
of California. Through July 1997, the Company designed, manufactured and
marketed a diversified line of apparel primarily for women and young men. The
Company sold its garments throughout the United States and Canada to retail
department stores, specialty chains and specialty stores.

In June 1996, the Company's principal shareholder sold approximately 50% of the
Company's outstanding shares to an individual who assumed the position of
Chairman and Chief Executive Officer of the Company. In July 1997, due to a lack
of trade credit and working capital, the Company temporarily suspended its
operations pending receipt of additional capital or third party credit. In
December 1997, the Company filed for protection from its creditors pursuant to
Chapter 11 of the United States Bankruptcy Code. In March 1998, the Bankruptcy
Court dismissed the Company's bankruptcy proceedings.

In April 1998, the Company relinquished its rights to the YES(R) trademarks in
connection with a purchase and sale agreement whereby an affiliate of the
Company satisfied certain senior secured debt on behalf of the Company and
canceled the underlying debt of the Company. In March 2001, the affiliate sold
the license to an unrelated third party.

On November 13, 2000, Yes California was merged into Yes Clothing Company, Inc.
("Yes Nevada" or "the Company"), a Nevada corporation formed by it on July 31,
2000. At that time, Yes Nevada exchanged one (1) share for every one hundred
(100) shares of Yes California. The merger was recorded at historical costs
since the companies were under common control, and all amounts, including share
information, have been retroactively restated for the periods presented.

Note 2.     Summary of Significant Accounting Policies

Going Concern

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which
contemplates continuation of the Company as a going concern. The Company has
experienced recurring losses since 1992. At March 31, 2001, the Company has
liabilities in excess of assets totaling approximately $2.1 million, as well as
a shareholders' deficit of $2.1 million. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management intends
to satisfy or restructure its debt, which contemplates that the Company will
satisfy substantially all its obligations through the issuance of common stock,
among other things. There are no assurances that the Company will be successful
in satisfying or restructuring its debt and/or seeking capital to resume
operations. No adjustments have been made to the accompanying financial
statements as a result of these uncertainties.

Provision for Income Taxes

The Company accounts for its income taxes under an asset and liability method
whereby deferred tax assets and liabilities are determined based on temporary
differences between bases used for financial reporting and income tax reporting
purposes. Income taxes are provided based on the enacted tax rates in effect at
the time such temporary differences are expected to reverse. A valuation
allowance is provided for certain deferred tax assets if it is more likely than
not that the Company will not realize tax assets through future operations.


                                       F-7

<PAGE>


                           YES CLOTHING COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2001 and 2000

Note 2.     Summary of Significant Accounting Policies (continued)

Significant Estimates

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

Financial Instruments

At March 31, 2001, the Company has no assets considered financial instruments.
Financial liabilities with carrying values approximating fair value include
accounts payable and other liabilities. The ultimate satisfaction of such
liabilities is expected to result in settlements at a fraction of the carrying
value in the accompanying balance sheet, the ultimate amount of which is
unknown.

Stock-Based Compensation

The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," which defines a fair value based method of accounting for
stock-based compensation. However, SFAS No. 123 allows an entity to continue to
measure compensation cost related to stock and stock options issued to employees
using the intrinsic method of accounting prescribed by Accounting Principles
Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees."
Entities electing to remain with the accounting method of APB 25 must make pro
forma disclosures of net income (loss) and earnings (loss) per share, as if the
fair value method of accounting defined in SFAS No. 123 had been applied. The
Company continues to account for stock-based compensation to employees under the
APB 25. The Company accounts for stock-based compensation to non-employees under
the fair value method.

Loss Per Common Share

The Company adopted SFAS No. 128, "Earnings per Share" ("EPS") during fiscal
1998. SFAS No. 128 requires dual presentation of basic EPS and diluted EPS on
the face of all income statements issued for all entities with complex capital
structures. The Company's capital structure is not complex and adoption had no
impact on prior amounts reported. Basic EPS is computed as net income (loss)
divided by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur from common
shares issuable through stock options, warrants, and other convertible
securities.











                                       F-8

<PAGE>


                           YES CLOTHING COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2001 and 2000

Note 2.     Summary of Significant Accounting Policies (continued)

The table set forth below reconciles the components of the basic earnings (loss)
per share calculation to the components of the diluted earnings (loss) per share
calculation.

<TABLE>
<CAPTION>

                                                                March 31,
                                                           2001          2000
                                                        ----------     -------
<S>                                                     <C>            <C>

Weighted average shares outstanding - basic                159,085     127,865
Effect of Series A Convertible Preferred Stock          38,575,072           -
                                                        ----------     -------
Weighted average shares outstanding - diluted           38,734,107     127,865
                                                        ==========     =======

</TABLE>

Since the Company had a net loss for the year ended March 31, 2000, convertible
preferred stock, totaling 1,277,005 shares, has been excluded from the
calculation of the weighted average shares outstanding as their effects are
anti- dilutive.

Restatement of Shares Outstanding

All historical share and per share amounts have been restated to reflect the 1
for 100 exchange of shares resulting from the Company reincorporating in Nevada
and effecting the merger on November 13, 2000 (Note 1).

Reporting Comprehensive Income

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for
reporting the components of comprehensive income and requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be included in a financial statement that is displayed with
the same prominence as other financial statements. Comprehensive income includes
net income, as well as certain non-shareholder items that are reported directly
within a separate component of stockholders' equity and bypass net income. The
provisions of this statement had no impact on the accompanying financial
statements.

Disclosures about Segments of an Enterprise and Related Information

SFAS No. 131, "Disclosures of an Enterprise and Related Information," requires
disclosure of financial and descriptive information about an enterprise's
operating segments in annual and interim financial reports issued to
stockholders. The statement defines an operating segment as a component of an
enterprise that engages in business activities that generate revenue and incur
expense, whose operating results are reviewed by the chief operating
decision-maker in the determination of resource allocation performance, and for
which discrete financial information is available. At March 31, 2001 and 2000,
the Company had no identifiable assets or operations constituting a segment as
defined by this statement.








                                       F-9

<PAGE>


                           YES CLOTHING COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2001 and 2000

Note 2.     Summary of Significant Accounting Policies (continued)

Accounting for Derivative Instruments and Hedging Activities

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
establishes standards for the accounting and reporting of derivative instruments
and hedging activities, including certain derivative instruments embedded in
other contracts. Under SFAS No. 133, entities are required to carry all
derivative instruments at fair value on their balance sheets. The accounting for
changes in the fair value (i.e., gains or losses) of a derivative instrument
depends on whether it has been designated and qualifies as part of a hedging
activity and the underlying purpose for it. The adoption of SFAS No. 133 had no
impact on the Company's financial statements or related disclosures.

Note 3.     Commitments and Contingencies

Litigation

The Company has several money judgments against it as a result of past-due trade
accounts payable. The value of such judgments, totaling $263,000 is included in
accounts payable. Management is unaware of any matters, pending or threatened,
which may have an impact on the financial statements. See Note 4 for discussion
of a matter involving the Internal Revenue Service ("IRS").

Note 4.     Income Taxes

The Company's net deferred tax assets at March 31, 2001, consist of net
operating loss carryforwards for federal and state income tax reporting
amounting to approximately $14.6 million and $2.0 million, respectively. At
March 31, 2001, the Company provided a 100% valuation allowance for these net
operating loss carryforwards totaling approximately $5.1 million. During the
years ended March 31, 2001 and 2000, the Company's valuation allowance increased
approximately $2.6 million and $180,000, respectively.

The Company recorded no benefit for income taxes during the periods presented.
The minimum federal income tax rate of 34% was reduced to zero percent as the
result of the Company recording a 100% valuation allowance for its deferred tax
assets.

In fiscal 1997, the Company filed a carryback claim for a refund of certain
taxes paid in prior periods totaling approximately $971,000. The Company was
notified in fiscal 1998 that the carryback claim was invalid and that the
Company was obligated to repay such monies. Accordingly, the Company recorded a
liability for the $971,000. The Company appealed the audit assessment and in the
second quarter of fiscal 2001, entered into a settlement agreement with the IRS,
whereby the assessment was reversed. As a result of the agreement, the Company
recognized extraordinary income of $971,000 in the second quarter of fiscal
2001.










                                      F-10

<PAGE>


                           YES CLOTHING COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2001 and 2000

Note 5.     Shareholders' Deficit

Series A Convertible Preferred Stock

In December 1998, the Company issued 1,277,005 shares of Series A Convertible
Preferred Stock ("Preferred Stock") to an affiliate in consideration for the
settlement of $1,409,000 of the Company's debt. Each share of preferred stock is
convertible, at the option of the holder, into 32 65/100th shares, or 41,694,213
shares of the Company's common stock, notwithstanding any stock dividend or
reverse stock split by the Company. Such right to convert will commence as of
the issue date and continue thereafter for a period of five years ending on the
fifth anniversary of the issue date.

In October 2000, NewBridge converted 177,005 shares of the Company's Preferred
Stock into 5,779,213 shares of common stock. These shares reverted to 57,793
after the exchange of shares pursuant to the merger in November, 2000, see Note
1. Upon issuance of the common shares, NewBridge owns approximately 50% of the
outstanding common shares of the Company.  As of March 31, 2001, there were
1,100,000 shares Preferred Stock outstanding. The conversion rate was not
affected by the merger.

The Preferred Stock has the same voting rights in all matters as the common
stock on a two-for-one basis. Additionally, the holders of the Preferred Stock
are entitled to receive common stock dividends when, as, and if declared by the
directors of the Company, at the rate of $0.20 per share to be paid in cash or
in market value of the Company's common stock. As of March 31, 2001, no
dividends had been paid by the Company.

On June 7, 2001, the holders of all the 1,100,000 shares of the Preferred Stock
converted their shares at the conversion rate of 32 65/100th shares into
35,915,000 shares of the Company's common stock. As a result of the exchange,
NewBridge increased its holdings to 32,742,940 shares of common stock or 88.4%
of the outstanding common shares and NuVen Limited Partnership increased its
holdings to 3,265,000 shares of common stock or 8.8% of the outstanding common
shares.


Note 6.     Related Party Transactions

On January 21, 1998, the Company entered into an advisory and management
agreement with NuVen to perform administrative, human resource, and merger and
acquisition services. Pursuant to such agreement, the Company agreed to pay
NuVen a monthly fee of $10,000, payable quarterly in advance, in cash or the
Company's common stock at 50% of the market value of such shares, as defined, on
the date NuVen agrees to accept such shares. Effective October 1, 1999, the
advisory agreement was amended reducing the monthly advisory fee to $3,500. The
Company expensed $42,000 and $81,000 during fiscal 2001 and 2000, respectively,
and had $131,000 due to NuVen as of March 31, 2001. In April 2000, NuVen
Advisors assigned its advisory agreement to NewBridge, and as of March 31, 2001
$52,000 was owing to NewBridge.

On January 22, 1998, the Company entered into a consulting agreement with Mr.
J.L. Lawver, pursuant to which Mr. Lawver is to perform consulting services.
Pursuant to the agreement, the Company agreed to pay Mr. Lawver a monthly fee of
$3,000 payable, quarterly in advance, in the Company's common stock. On
September 8, 2000, a new agreement was entered into, whereby the Company agreed
to pay Mr. Lawver $1,500 per month. No cash payments were made to Mr. Lawver by
the Company during fiscal 2001 and 2000. The Company expensed $10,500 and
$36,000 during fiscal 2001 and 2000, respectively, and had $61,500 due to Mr.
Lawver as of March 31, 2001.

                                      F-11

<PAGE>


                           YES CLOTHING COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2001 and 2000

Note 6.     Related Party Transactions  (continued)

On March 31, 1998, the Company entered into a consulting agreement with Mr.
Jonathan L. Small, pursuant to which Mr. Small is responsible for the Company's
business development. Pursuant to the agreement, the Company agreed to pay Mr.
Small a monthly fee of $3,000 payable, quarterly in advance, in the Company's
common stock. The agreement was terminated at the beginning of fiscal year 2001.
The Company expensed $0 and $36,000 during fiscal 2001 and 2000, respectively,
and had $51,000 due to Mr. Small as of March 31, 2001.

On September 8, 2000, the Company entered into a consulting agreement with Mr.
Fred G. Luke, pursuant to which Mr. Luke is to perform consulting services.
Pursuant to the agreement, the Company agreed to pay Mr. Luke a monthly fee of
$1,500 per month. No cash payments were made to Mr. Luke by the Company during
fiscal 2001. The Company expensed $10,500 during fiscal 2001, and had $10,500
due to Mr. Luke as of March 31, 2001.

On October 1, 2000, the Company entered into a consulting agreement with Mr.
Leonard J. Roman, pursuant to which Mr. Roman is to perform consulting services.
Pursuant to the agreement, the Company agreed to pay Mr. Roman a monthly fee of
$1,500 per month. No cash payments were made to Mr. Roman by the Company during
fiscal 2001. The Company expensed $9,000 during fiscal 2001, and had $9,000 due
to Mr. Roman as of March 31, 2001.

Note 7.     Subsequent Events

On May 8, 2001, the Company issued 943,472 shares of its common stock to various
consultants and directors for their services rendered through March 31, 2001
valued at $117,934. The related expenses have been accrued in the fourth quarter
of fiscal year 2001.

On June 7, 2001, the holders of all the 1,100,000 shares of Preferred Stock
converted their shares into 35,915,000 shares of the Company's common stock. As
a result of the exchange, NewBridge increased its holdings to 32,742,940 shares
of common stock or 88.4% of the outstanding common shares and NuVen Limited
Partnership increased its holdings to 3,265,000 shares of common stock or 8.8%
of the outstanding common shares.




                                      F-12