<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR
         THE TRANSITION PERIOD FROM _________________ TO ___________________


                       Commission file number : 000-26755

                              DIGITAL BRIDGE, INC.
        (Exact name of small business issuer as specified in its charter)


                    Nevada                               88-0417771
       (State or other jurisdiction of       (IRS Employer Identification No.)
        Incorporation or organization)

                21436 N. 20th Avenue, Suite 4, Phoenix, AZ 85027
               (Address of principal executive offices) (Zip Code)


                                 (623)-773-3644
                           (Issuer's telephone number)



                     1860 El Camino Real, #100, Burlingame,
                California 94010 (Former name, former address and
                    former fiscal year, if changed since last
                                     report)


                         Black Stallion Management, Inc.
                      7432 South Carling Circle, Salt Lake
                City, Utah 84121 (Former name, former address and
                former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities 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 [ ]

Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years:

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

Applicable only to corporate issuers:
<PAGE>   2
State the number of shares outstanding of each of the issuer's classes of common
Equity, as of the latest practicable date: As of February 12, 2001 46,289,500
shares of common stock, par value $.001, were issued and outstanding.

Transitional small business disclosure format (check one): Yes [ ] No [X]
<PAGE>   3
             INDEPENDENT ACCOUNTANTS' REPORT




To the Board of Directors
  and Stockholders
Digital Bridge, Inc.
(A Nevada Corporation)
Phoenix, Arizona


         We have reviewed the accompanying consolidated balance sheets of
Digital Bridge, Inc. as of December 31, 2000 and the related consolidated
statements of changes in stockholders' equity and operations for the six months
ended December 31, 2000 and 1999, and the consolidated statements of cash flows
for the six months ended December 31, 2000 and 1999 in accordance with standards
established by the American Institute of Certified Public Accountants. All
information included in these consolidated financial statements is the
responsibility of the Company's management.

         A review of interim financial information consists principally of
inquiries of Company personnel and analytical procedures applied to the
financial data. It is substantially less in scope than an audit, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.

         Based on our review, we are not aware of any material modifications
that should be made to the accompanying consolidated financial statements in
order for them to be in conformity with generally accepted accounting
principles.





/s/ Rotenberg & Company, LLP

Rotenberg & Company, LLP
Rochester, New York
  February 10, 2001
<PAGE>   4
                         PART I - FINANCIAL INFORMATION


              Item 1. Condensed Consolidated Financial Statements.
              Index to Condensed Consolidated Financial Statements

<TABLE>
<S>                                                                              <C>
    Condensed Consolidated Balance

    Sheet as of December 31, 2000 and June 30, 2000 ............................  2

    Condensed Consolidated Statement
    of Operations for the Six Months and Three months
    Ended December 31, 2000 and December 31, 1999...............................  3

    Condensed Consolidated Statement
    of Cash Flows for the Six Months and Three Months
    Ended December 31, 2000 and December 31, 1999...............................  4

    Notes to Condensed Consolidated
    Financial Statements .......................................................  5
</TABLE>
<PAGE>   5
                              DIGITAL BRIDGE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                Dec 31             June 30            Dec 31            June 30
                                                                 2000               2000               1999               1999
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                <C>                <C>                <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                  $    42,509        $   167,951        $    74,678        $    63,997
  Receivables                                                     88,258            142,109            163,100            150,036
  Prepaid expenses                                                53,588             59,128             16,145             13,123
----------------------------------------------------------------------------------------------------------------------------------
                                                                 184,355            369,188            253,923            227,156
FURNITURE AND EQUIPMENT, net                                     267,303            314,511            299,038            261,498
OTHER ASSETS                                                      32,038             39,977            366,091            357,636
----------------------------------------------------------------------------------------------------------------------------------
                                                             $   483,696        $   723,676            919,051            846,289
----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Trade payables                                             $   299,757        $   256,792         $ 1 29,378        $   101,658
  Accrued expenses                                               206,185             17,099             65,771             19,407
  Leases payable                                                  58,680             73,764              8,752                 --
  Notes Payable                                                  783,663            967,176          1,497,145          1,378,177
----------------------------------------------------------------------------------------------------------------------------------
                                                               1,348,284         1, 314,831          1,701,047          1,499,242
----------------------------------------------------------------------------------------------------------------------------------
LONG-TERM LIABILITIES
  Leases payable                                                   9,328              4,551              8,840                 --
----------------------------------------------------------------------------------------------------------------------------------
                                                               1,357,613          1,319,382          1,709,887          1,499,242
----------------------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' (DEFICIT) EQUITY:
----------------------------------------------------------------------------------------------------------------------------------
  Common stock, $.001 par value, 50,000,000 authorized
     and 46,289,500 issued and outstanding                        46,290             41,692             41,692             41,692
    Additional paid-in capital                                 3,756,901          2,029,825            811,598             61,875
  Retained earnings (deficit)                                 (4,677,108)        (2,667,223)        (1,644,125)          (756,519)
----------------------------------------------------------------------------------------------------------------------------------

                                                                (873,917)          (595,706)          (790,835)          (652,953)
----------------------------------------------------------------------------------------------------------------------------------

                                                             $   483,696        $   723,676            919,052            846,289
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
<PAGE>   6
                              DIGITAL BRIDGE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR SIX MONTHS AND THREE MONTHS ENDING DECEMBER 31, 2000
                              AND DECEMBER 31, 1999
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                  2000               1999               2000               1999
--------------------------------------------------------------------------------------------------

<S>                           <C>                <C>                    <C>                <C>
REVENUE                       $   984,389        $ 1,127,269            389,994            292,876
COST OF SALES                     550,535            813,894            106,264            443,884
--------------------------------------------------------------------------------------------------
GROSS PROFIT                      433,854            313,375            283,730           (151,008)
--------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
  Salaries and benefits         1,312,385            528,549            883,670            247,581
  Professional fees               237,847             77,536            179,048             32,365
    Depreciation                   67,834             34,033             32,568             28,200
    Office and Other              775,558            508,097            368,023            144,645
     Taxes                          6,160                 --              4,560                 --
--------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES        2,399,784          1,148,215          1,467,869            452,791
NET LOSS BEFORE INTEREST
     AND TAXES                 (1,965,930)          (834,841)        (1,184,139)          (603,799)
INTEREST EXPENSE (net of
     Interest Income)              43,955             52,765                  0             50,545
--------------------------------------------------------------------------------------------------
NET LOSS                      $(2,009,885)       $  (887,606)        (1,184,139)          (654,344)
--------------------------------------------------------------------------------------------------
LOSS PER COMMON SHARE              (0.046)            (0.021)            (0.028)            (0.016)
--------------------------------------------------------------------------------------------------
AVERAGE WEIGHTED SHARES        43,990,750         41,692,000         41,692,000         41,692,000
</TABLE>




       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>   7
                              DIGITAL BRIDGE, INC.
                CONDENSED CONSOLIDATED CASH FLOW FROM OPERATIONS
                         SIX MONTHS ENDING DECEMBER 31,
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                          2000              1999
------------------------------------------------------------------------------------

<S>                                                    <C>               <C>
OPERATING ACTIVITIES:
  Net loss                                             (2,009,885)       $ (887,606)
  Adjustments to reconcile net loss to
     net cash used by operations:
    Depreciation                                           67,834            34,033
      Decrease (increase) in Receivables                   53,851           (13,064)
      Decrease (increase) Prepaid expenses                  5,540            (3,022)
      Decrease (increase) Other assets                      7,939            (8,455)
      Increase in Accounts payable                         42,965            27,720
      Increase in Accrued expenses                        189,086            46,365
      Increase in  Leases Payable                              --            17,592
------------------------------------------------------------------------------------

      Net cash used by operating activities            (1,642,670)         (786,437)
------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
  Purchase of furniture and equipment                      20,636            71,573
------------------------------------------------------------------------------------

      Net cash used by investing activities                20,636            71,573
------------------------------------------------------------------------------------

FINANCING ACTIVITIES:
  Payments on leases payable                              (10,307)               --
  Proceeds from issuance of debt                           16,487           118,968
  Proceeds from issuance of common stock
 and receipt of additional paid-in capital              1,531,674           749,724
------------------------------------------------------------------------------------

      Net cash provided by financing activities         1,537,854           868,692
------------------------------------------------------------------------------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS         (125,443)           10,681

CASH AND CASH EQUIVALENTS, beginning of period            167,951            63,997
------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of period                   42,509            74,678
------------------------------------------------------------------------------------
</TABLE>



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>   8
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              DIGITAL BRIDGE, INC.

NOTE 1 - GENERAL

The accompanying unaudited financial statements of Digital Bridge, Inc. have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and Item
310(b) of Regulation S-B and Regulation S-X. Accordingly they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. The balance sheet at June 30, 2000
has been derived from audited consolidated financial statements at that date but
does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.

The accompanying financial statements are unaudited and reflect all adjustments
which are in the opinion of management necessary for a fair presentation of the
financial position and operating results for the interim periods. The
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto, together with management's
discussion and analysis of financial condition and results of operations,
contained in the Company's annual report on Form 10-KSB for the fiscal year
ended June 30, 2000. Results of operations for interim periods are not
necessarily indicative of results which may be expected for the year as a whole.


NOTE 2 - NATURE OF OPERATIONS

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.

Effective September 19, 2000, the Company entered into a Stock Purchase
Agreement with Online Television Network Services (OTV), a California
corporation. Under the terms of the agreement, OTV's shareholders exchanged 100%
of their common stock for 3,212,000 shares of the Company's stock.

Effective September 20, 2000, the Company entered into an Agreement and Plan of
Merger with 24X7 Development.com, Inc. (24X7), a Delaware corporation. Under the
terms of the agreement, 24X7's shareholders exchanged 100% of their common stock
for 10,000,000 shares of the Company's stock.

Effective September 20, 2000, the Company entered into an Agreement and Plan of
Merger with N2Plus, Inc. (N2Plus), a Delaware corporation. Under the terms of
the agreement, N2Plus' shareholders exchanged 100% of their common stock for
1,000,000 shares of the Company's stock.

The consolidated financial statements of the Company include the accounts of all
of the above entities. The purchase and merger transactions which became
effective September 19 and 20,
<PAGE>   9
2000, were recorded as a pooling of interest. All inter-company balances and
transactions have been eliminated.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

               a.   Basis of Presentation:

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:

Cash and cash equivalents include time deposits, certificates of deposit and all
highly liquid debt instruments with original maturities of three months or less.
The Company maintains cash and cash equivalents at financial institutions which
periodically may exceed federally insured amounts.


               c.   Depreciation:

Fixed assets are recorded at cost. Property and equipment is depreciated on a
straight-line basis over estimated useful lives ranging from three to seven
years. Maintenance and repairs are charged to expense. The cost of assets
retired or disposed of and their related accumulated depreciation are removed
from the accounts.

               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 9)

               g.   Recently Enacted Accounting Standards:

Statement of Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income", SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information",
<PAGE>   10
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 there effect
on the financial statements would not have been significant.

         h.   Income Taxes:

The Corporation accounts for income taxes in accordance with SFAS 109
"Accounting for Income Taxes", using the asset and liability approach, which
requires recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the carrying amounts
and the tax basis of such assets and liabilities. The method uses enacted
statutory tax rates in effect for the year in which the temporary differences
are expected to reverse and gives immediate effect to changes in income tax
rates upon enactment. Deferred tax assets are recognized, net of any valuation
allowance, for temporary differences and net operating loss and tax credit carry
forwards. Deferred income tax expense represents the change in net deferred
assets and liability balances. The Corporation had no material deferred tax
assets or liabilities for the periods presented.



NOTE 4 - FURNITURE AND EQUIPMENT

Fixed Assets, at cost, is summarized as follows as of December 31 and June 30,
2000:


<TABLE>
<CAPTION>
                                       December 31       June 30
                                       -----------       --------
<S>                                     <C>              <C>
    Office equipment                    $ 361,982        $ 379,182
    Furniture and fixtures                 75,741           83,028
    Leasehold Improvements                  8,782              -0-
    -------------------------------------------------------------
                                          446,505         462,210
    Less accumulated depreciation        (179,202)       (147,699)
    -------------------------------------------------------------

                                        $ 267,303        $314,511
    =============================================================
</TABLE>

Depreciation expense amounted to $163,260 and $34,033 for the six-month periods
ended December 31, 2000 and 1999, respectively.


NOTE 5 - LEASE COMMITMENTS:

The Company leases office space under several operating lease agreements which
expire through. Rent expense approximated $163,260 and $59,957 for the six-month
period ended December 31, 2000 and 1999, respectively. As of December 31, 2000,
future minimum lease payments, by fiscal year, are as follows:
<PAGE>   11
<TABLE>
<CAPTION>
                    Period ended December 31,

<S>                                                                     <C>
                              2001                                      $ 104,860
                              2002                                        108,397
                              2003                                         84,599
                    -------------------------------------------------------------
                                                                        $ 297,856
                    =============================================================
</TABLE>


NOTE 6 - INCOME TAXES:

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses. As of December 31, 2000, the Company
has available for federal and state purposes net operating loss carry forwards.
The federal and state carry forwards are available to offset future taxable
income and expire beginning in fiscal year 2019. Deferred income tax assets
arising from such loss carry forwards have been fully reserved as of December
31, 2000.


NOTE 7 - NOTES PAYABLE:


         Notes Payable consist at December 31, 2000 of the following:

                  i) a note payable to Imperial Credit, for the payment of
insurance premiums, with interest at 10% payable in monthly installments of
principal and interest of $6,838.96 through January 2001 with the remaining
balance due at that date. The balance as of December 31, 2000 was $13,509

                  ii) a $500,000 loan to a non-related prospective investor
entity, with interest accruing at a rate of 7% per annum, payable when the loan
is retired. The loan has no fixed maturity date

                  iii) a $100,000 Note payable to a non-related entity with
interest accruing at a rate of 12% per annum which is payable when the note is
retired. The note is due January 16, 2001. Along with the Note, Noteholder
received 30,000 warrants to purchase the Company's common stock at an exercise
price of $.19 per share. The company is in negotiations with noteholder to
extend the due date of the note.

                  iv) a $67,804 Note payable to Globalnetfinancial.com which was
part of the consideration paid by 24X7 Development.com to purchase certain
assets of Globalnetfinancial.com. with interest accruing at a rate of 8% per
annum which is payable when the note is retired. The note is due June 5, 2001.
Noteholder is the owner of 2,000,000 shares of the Company's Common Stock.


                  v) a note payable to a shareholder, for $50,000 for consulting
services rendered, with interest at 8%.

                  vi) Notes payable to John Flanders Jr. , for $37,800 for with
interest at 18%. Mr. Flanders is the CEO of the company

                  vii) a note payable to John Flanders, Sr. for $5,000 with
interest at 18%. Mr. Flanders is SVP of finance of the Company and the father of
the Company' s CEO

                  viii) a note payable with an original amount of $20,000 to
Scott Kelly with interest being accrued at 18%. Mr. Kelly is the former CEO of M
&A West which owns approximately 12,000,000 shares of Company Stock. The balance
as of December 31, 2000 was $10,000.
<PAGE>   12
NOTE 8 - STOCK OPTIONS:

The Company has 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 December 31, 2000 and as such, no adjustments to the
financial statements have been made to account for any of the plan's proposed
provisions.

NOTE 9  - LOSS PER SHARE:

The following information reflects the amount used in computing income (loss)
per share:




<TABLE>
<CAPTION>
                                                       For the                            For the
                                                   Six Months Ended                   Six Months Ended
                                                   December 31, 2000                  December 31, 1999
<S>                                                <C>                                <C>
Income (loss) from continuing
  Operations available to
  Common shareholders
  (Numerator)                                         $  (2,009,885)                       ($887,606)

Weighted average number of
  common shares outstanding
  used in loss per share for the
  period (denominator)                                   43,990,750                       41,692,000
</TABLE>


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 operation and financial position. The Company has
executed several agreements wherein it purchased 100% of three separate
non-public companies through the issuance of common stock. (See Note 1 for
additional information). The Company may still need to raise additional funds to
develop or enhance its service offerings and to fund expansion; failure to do so
could affect the Company's ability to pursue future growth.


Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operation.

The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Act of 1934, as amended. Such statements are based upon current
expectations that involve risks and uncertainties. Any statements contained
herein that are not statements of historical fact may be deemed to be
forward-looking statements. For example, the words "believes", "anticipates",
"plans", "expects", "intends" and similar expressions are intended to identify
forward-looking statements. The Company's actual results and the timing of
certain events may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause such a discrepancy include,
but are not limited to, those discussed in "Ability to Raise Capital Resources"
as well as "Risks Related to Our Business." All forward-looking statements in
this document are based on information available to the Company as of the date
hereof and the Company assumes no obligation to update any such forward-looking
statements.
<PAGE>   13
OVERVIEW

On September 20, 2000, Digital Bridge, Inc., a Nevada corporation ("Company"),
acquired 100% of the outstanding common stock of 24x7 Development.com, Inc., a
Delaware corporation (""24x7"), in a merger transaction pursuant to which the
Company was the surviving entity. As consideration, the Company issued to the
nine holders of 24x7 common stock an aggregate of 10,000,000 shares of the
Company's common stock having a fair market value at the time of issuance of $
2.06 per share or an aggregate value of $ 20,600,000. The consideration was the
product of arms' length negotiations and was based on the prior operating
history of 24x7 and its prospects when integrated into the operating and
business model of DGBI.

24x7 is in Phoenix, Arizona and is staffed by personnel with substantial
experience in developing global, multi-lingual, high-end web businesses. 24x7
was founded in March 2000 by a group of executive and divisional management of
Globalnet Financial.com, Inc. (NASDAQ: "GLBN"), who organized 24x7 for the sole
purpose of acquiring the Phoenix office and assets from Globalnet Financial.com,
Inc. During an 18 month period, while working for Globalnet, the 24x7 "team"
developed and matured 18 award winning financial media, online trading and
corporate web sites.

On September 20, 2000, the Company acquired 100 % of the outstanding common
stock of N2Plus, Inc., a Delaware corporation ("N2Plus"), in a merger
transaction pursuant to which DGBI was the surviving entity. As consideration,
the Company issued to the 14 holders of N2Plus common stock an aggregate of
1,000,000 shares of DGBI common stock having a fair market value at the time of
issuance of $ 2.06 per share or an aggregate market value of $2,060,000. The
consideration was the product of arms' length negotiations and was based on the
prior operating history of N2Plus and its prospects when integrated into the
operating and business model of the Company.

N2Plus is likewise a Phoenix based company. N2Plus' flagship product,
n2PlusSynergy, helps businesses create private labeled, instant online eCommerce
stores in a fully integrated solution. n2PlusSynergy will complement DGBI's
suite of Internet Business Applications, enabling business aggregators, portals
and web developers to better serve, monetize and retain their customers. Founded
in 1997 , N2Plus is a business-to-business application service provider. Since
its inception, N2Plus' products and services have helped nearly 1,000 satisfied
customers establish an eCommerce presence.

On September 19, 2000, the Company acquired 100% of the outstanding common stock
of Online Television Network Services, a California corporation ("OTVnet"), in a
stock for stock acquisition, pursuant to which OTVnet became a wholly owned
subsidiary of the Company. The Company issued to the six holders of OTVnet
common stock and certain debt holders an aggregate of 3,212,000 shares of the
Company's common stock having a market value at the time of issuance of $ 2.06
per share or an aggregate market value of $6,616,700. The consideration was the
product of arms' length negotiations and was based on the prior operating
history of N2Plus and its prospects when integrated into the operating and
business model of DGBI.

Founded in 1998, OTVnet designs and manages comprehensive Human Resource Systems
for the unionized construction industry, specifically, in the design and
development of benefits 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.

As a result of the merger transactions, the Company relocated its corporate
headquarters and technical operations to Phoenix, Arizona, maintaining an
administrative office in Burlingame, California. The office in Burlingame was
closed effective January 12, 2001 and all remaining personnel in that office
resigned their positions. OTVnet remains as a wholly owned subsidiary,
<PAGE>   14
with an office in San Diego, California. The combined entity of DGBI commands
expertise in strategic planning, creative design, corporate brand development,
technical architecture and complex information and integration systems. The
Company continues to integrate the acquired operating units and complementary
technology.

The new focus of the Company and its combined entities will be as a global
"eBusiness Builder," which provides Internet enterprise solutions through a
suite of applications and professional services, empowering business from
"concept to click". Specifically, the Company will concentrate on building two
complementary, asset-based, lines of business: The Venture Technology Program
and Internet Business Applications.

Venture Technology is the Company's practice of providing human capital for both
emerging and expanding companies in the form of a total and instant IT
infrastructure in exchange for equity participation. The Company's Venture
Technology portfolio partners are supplied human capital in the form of
technology resources, intellectual properties and infrastructure. Through this
program, the Company becomes its clients' Internet strategy consultant,
interactive agency and technology developer. Venture Technology portfolio
partners are carefully selected businesses that must go through a meticulous
screening process. The Company looks for innovative and strategic business
concepts in broad market segments with rapid growth potential and seasoned
management teams.

As the Company builds solutions for its Venture Technology portfolio clients,
the Company has created and continues to create a series of intellectual
properties, which are transformed into a product suite of Internet Business
Applications. These applications enable the rapid deployment of electronic
business initiatives spanning content delivery, e-commerce, customer management,
and community building. The Company's solutions are both wired and wireless. The
primary goal of the applications is to empower clients with better tools for
doing more efficient electronic business. Current available products include The
Digital Bridge Ad Server and Digital Bridge eCommerce Tools.

The Company's net revenues are derived primarily from providing Technology
services to clients who are creating or expanding electronic businesses. We
expect that our net revenues will be driven primarily by the number and scope of
our client engagements. Additionally, we hope to generate revenue through equity
positions held in our Venture Technology portfolio clients. We also expect to
generate revenues through our growing product line of Internet Business
Applications.

We also anticipate Net revenues from any given client will vary from period to
period. Additionally, we expect that customer concentration will continue for
the foreseeable future. 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 fixed fee basis, which may include an
equity position in our clients. When we provide fixed-fee engagements, we use an
internally developed process to estimate and propose fixed prices for such
projects. 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 quarter ended December 31, 2000, the majority of our net revenues were
derived from services contracts. Professional service expenses consist primarily
of compensation and benefits for our employees engaged in the delivery of
professional services. Professional service margins reflect net revenues less
professional service expenses which are incurred regardless of whether or not
the employees' time is billed to a client. We expect that our professional
service expenses will increase over time due to wage increases and inflation.
Our professional service margins are affected by trends in the percentage of
professional service
<PAGE>   15
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 service margins.

We expect selling, general and administrative expenses to increase in absolute
dollars as we expand our direct sales force, continue expenditures on knowledge
management and information technology infrastructure, increase our recruiting
efforts and incur additional costs related to the growth of our business and
operations on a global basis.

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 likely increased expenses related to the expansion
of the number of our offices, increased investment in our knowledge management
and operations infrastructure, and increased recruiting, marketing and sales
efforts. 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.


We are currently planning to introduce a series of products to complement our
services in the Internet Business arena. There is, however, no guarantee that
these products will be successful or that their development will meet the time
constraints currently set for them. In such an event, our operating results
would be adversely affected.

The Company also anticipates that a large portion of its future growth will be
accomplished by acquiring existing businesses. The success of this plan depends
upon, among other things, the Company's ability to integrate acquired personnel,
operations, products and technologies into its organization effectively, to
retain and motivate key personnel of acquired businesses and to retain customers
of acquired firms. The Company cannot guarantee that it will be able to identify
suitable acquisition opportunities, obtain any necessary financing on acceptable
terms to finance such acquisitions, consummate such acquisitions or successfully
integrate acquired personnel and operations.

RESULTS  OF  OPERATIONS

REVENUES

Total revenues for the six months ended December 31, 2000 totaled $984,389. This
was a decrease of approximately 13%. Such decrease was a result of providing
fewer services to affiliated companies and the slowdown in the internet market.
Since its inception, the Company had generated a substantial portion of its
revenues from services provided to affiliated companies. Sales to these
companies for the six months ended December 31, 2000 represent 0% of total
revenues.

COST  OF  SALES

Cost of sales includes salary allocation of technical personnel for time spent
on web development, design, implementation and market research. Employees' time
is tracked internally and expensed against client projects. Other cost of sales
include web hosting services and maintenance. Costs of sales for the six-month
periods ended December 31, 2000 and 1999 was $550,535 and $813,894.

OPERATING  EXPENSES

Salaries and Benefits consist of compensation and related expenses for
personnel. The Company expects these costs to decrease in absolute dollars in
future periods as the Company
<PAGE>   16
shrinks its administrative staff so as to cut costs so as to get to
profitability quicker. Salaries and Benefit costs increased 250% as a result of
the mergers described above. The Company has since eliminated many redundant and
unproductive personnel that were brought on board as a result of such mergers

Professional Fees consist of legal, accounting and consulting fees incurred by
the Company. Professional fees totaled $237,847 for the six-month period ended
December 31, 2000 and $77,536 for the six months ended December 31, 2000. The
increase was caused mainly by the aforementioned merger activity that required
extensive accounting and legal work.

Office and Other Expenses for the six month period ended December 31, 2000 was
$775,558 and $508,097 for the six month period ended December 31,1999.

Depreciation is calculated on a straight-line basis with assets recorded at cost
and depreciated with a life of three to and seven years. Depreciation expense
for the six-month period ended December 31, 2000 was $67,834 and $34,033 for the
period ended December, 2000.

Tax expense of $6,160 for the period ended December 31 2000 represents state
taxes paid for the Company and its wholly owned subsidiary Online Television
Network Services.

ITEM  3 INCOME  TAXES

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The net operating
loss carry-forward as of December 31, 2000 is approximately $4.7 million. These
carry-forwards will be available to offset future taxable income and expire
beginning in 2019. Deferred income tax assets arising from such loss carry
forwards have been fully reserved as of December 31, 2000.

ITEM 4 STOCK  INCENTIVE  PLAN

The Company has drafted a stock incentive plan for directors, officers,
employees and consultants of the Company and affiliated companies, which
provides for nonqualified and incentive stock options. The maximum number of
shares of common stock reserved and available for issuance under this plan is
three million. As of December 31, 2000 no options had been granted. The Plan is
subject to adoption by the Company's board of directors and approval by its
shareholders.

The Company follows Accounting Principles Board Opinion 25, Accounting for Stock
Issued to Employees, to account for the stock incentive plan, recognizing
compensation expense to the extent of the difference between the fair value of
the underlying stock at the measurement date less the amount the employee is
required to pay. There were no charges to compensation expense during the period
ended December 31, 2000.

An alternative method of accounting for stock options is Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation.
Under SFAS 123, employee stock options are valued at grant date using the
Black-Scholes valuation model, and compensation cost is recognized ratably over
the vesting period. Had the Company followed SFAS 123, no significant adjustment
would have been made to the statement of operations during the period ended
December 31, 2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

Net cash used in operating activities was $1,642,670 for the six months ended
December 31, 2000 and $786,437 for the six-month period ended December 31, 1999.
<PAGE>   17
Net cash used in investing activities for the six months ended December 31, 2000
was $20,626, which was primarily used to acquire computer equipment.

Net cash provided by financing activities was $1,537,854 for the six months
ended December 31, 2000. This was a combination of a private placement of stock
and the issuance of notes.

The Company currently anticipates that its available cash resources combined
with proceeds from capital raising transactions will be sufficient to meet its
anticipated working capital and capital expenditure requirements through the end
of December 2001. The company is actively seeking to raise additional funds from
institutional investors. The Company intends to use the additional capital to
fund more rapid expansion, to develop new or enhance existing services or
products, to respond to competitive pressures or to acquire complementary
products, businesses or technologies. If adequate funds are not available on
acceptable terms, the Company's business, results of operation and financial
condition could be materially adversely affected.

FACTORS  AFFECTING  OPERATING  RESULTS

This report on Form 10-QSB contains forward-looking statements which involve
risks and uncertainties. Our actual results could differ materially from those
anticipated by such forward looking statements as a result of certain factors
including those set forth below. You should carefully consider the business
risks described below in connection with evaluation of our business and
prospects. If any of the following risks occur, our results of operation may
have a material adverse impact on the Company's future operation and financial
position. In that case, the trading price of our common stock could decline.

ABILITY  TO  RAISE  CAPITAL

We currently plan to raise additional capital during the remainder of the
calendar year 2001. The primary purposes for raising this capital is to obtain
additional equity capital. 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
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.

RISKS  RELATED  TO  OUR  BUSINESS

WE  HAVE  A  HISTORY  OF  LOSSES  AND  EXPECT  TO  INCUR  LOSSES  IN  THE FUTURE

We incurred net losses of $2,009,885 during the six months ended December 31,
2000. As of December 31, 2000, we had an accumulated deficit of $4,677,108. We
have not had a profitable quarter and may never achieve profitability. We also
expect to continue to incur increasing sales and marketing, infrastructure
development and general and administrative expenses. As a result, we will need
to generate significant revenues to achieve profitability. If we do achieve
profitability, we may not be able to sustain or increase profitability on a
quarterly or annual basis in the future.

OUR QUARTERLY REVENUES AND OPERATING RESULTS ARE VOLATILE AND MAY CAUSE OUR
STOCK PRICE TO FLUCTUATE

Our quarterly revenues and operating results are volatile and difficult to
predict. It is possible that in some future quarter or quarters our operating
results will be below the expectations of public market analysts or investors.
In such event, the market price of our common stock may decline significantly.
<PAGE>   18
Our  quarterly  operating results have varied in the past and are likely to vary
significantly from quarter to quarter. As a result, we believe that
period-to-period comparisons of our results of operations are not a good
indication of our future performance. A number of factors are likely to cause
these variations, including:

-        Our ability to obtain new and follow-on client engagements;

-        The amount and timing of expenditures by our clients for eBusiness
         services;

-        Our ability to attract, train and retain skilled management, strategic,
         technical, design, sales, marketing and support professionals;

-        Our employee utilization rate, including our ability to transition
         employees quickly to new or other existing engagements;

-        The introduction of new services by us or our competitors;

-        Changes in our pricing policies or those of our competitors;

-        Our ability to manage costs, including personnel costs and support
         services costs; and

-        Costs related to opening or expanding Company offices.


We derive the majority of our revenues from professional services, which we
generally provide on a time and materials basis. Revenues pursuant to time and
materials contracts are generally recognized as services are provided. Since
personnel and related costs constitute the substantial majority of our operating
expenses and since we establish these expenses in advance of any particular
quarter, underutilization of our professional services employees may cause
significant reductions in our operating results for a particular quarter and
could result in losses for such quarter. In addition, we have hired a number of
personnel in core support services, including technology infrastructure and
administration, in order to support our anticipated growth. As a result,
significant portions of our operating expenses are fixed in the short term.
Therefore, any failure to generate revenues according to our expectations in a
particular quarter could result in losses or greater than expected losses for
the quarter.

OUR ABILITY TO ATTRACT, TRAIN AND RETAIN QUALIFIED EMPLOYEES IS CRUCIAL TO OUR
RESULTS OF OPERATIONS AND ANY FUTURE GROWTH

Our future success depends in large part on our ability to hire, train and
retain project and engagement managers, technical architects, engineers, design
professionals, other technical personnel and sales and marketing professionals
of various experience levels. Any inability to hire, train and retain a
sufficient number of qualified employees could hinder the growth of our
business. Skilled personnel are in short supply, and this shortage is likely to
continue for some time. As a result, competition for these people is intense,
and the industry turnover rate for them is high. Consequently, we may have more
difficulty hiring our desired numbers of qualified employees. Moreover, even if
we are able to expand our employee base, the resources required to attract and
retain such employees may adversely affect our operating margins.

WE DEPEND ON OUR KEY PERSONNEL, AND THE LOSS OF ANY KEY PERSONNEL MAY ADVERSELY
AFFECT OUR BUSINESS

We believe that our success will depend on the continued employment of our key
management and technical personnel. This dependence is particularly important to
our business because
<PAGE>   19
personal relationships are a critical element of obtaining
and maintaining client engagements. If one or more of our key management or
technical personnel were unable or unwilling to continue in their present
positions, such persons would be very difficult to replace and our business
could be seriously harmed. Accordingly, the loss of one or more members of our
senior management team could have a direct adverse impact on our future sales.
In addition, if any of these key employees joins a competitor or forms a
competing company, some of our clients might choose to use the services of that
competitor or new company instead of our own. Furthermore, clients or other
companies seeking to develop in-house eBusiness capabilities may hire away some
of our key employees. This would not only result in the loss of key employees
but could also result in the loss of a client relationship or a new business
opportunity. Any losses of client relationships could seriously harm our
business.

WE HAVE A LIMITED OPERATING HISTORY AND A LIMITED NUMBER OF COMPLETED
ENGAGEMENTS THAT MAKE AN EVALUATION OF OUR BUSINESS DIFFICULT

Our limited operating history makes an evaluation of our business and prospects
very difficult. Companies in an early stage of development frequently encounter
enhanced risks and unexpected expenses and difficulties. These risks, expenses
and difficulties apply particularly to us because our market, eBusiness
services, is new and rapidly evolving. Our long-term success will depend on our
ability to achieve satisfactory results for our clients and to form long-term
relationships with core clients. We have not been in operation long enough to
judge whether our clients will perceive our work as being beneficial to their
businesses or to form any long-term business relationships. Also, because of our
limited operating history, our business reputation is based on a limited number
of client engagements. All of our clients have only limited experience with the
electronic business systems we have developed for them. Accordingly, there can
be no assurance that the limited number of electronic business systems we have
implemented will be successful in the longer term. If the electronic business
systems we have implemented are not successful, our brand will be harmed and we
may incur liability to our clients. If one or more of our clients for whom we
have done substantial work suffers a significant failure or setback in its
eBusiness, our business reputation could be severely damaged, whether or not
such failure or setback was caused by our work or was within our control. Our
ability to obtain new engagements, retain clients and recruit and retain highly
skilled employees could be seriously harmed if our work product or our clients'
eBusinesses fail to meet the expectations of our clients.

COMPETITION FROM BIGGER, MORE ESTABLISHED COMPETITORS WHO HAVE GREATER FINANCIAL
RESOURCES OR FROM NEWLY EMERGING COMPETITORS COULD RESULT IN PRICE REDUCTIONS,
REDUCED PROFITABILITY AND LOSS OF MARKET SHARE

Competition in the eBusiness services market is intense. If we fail to compete
successfully against current or future competitors, our business, financial
condition and operating results would be seriously harmed. We compete against
companies selling eBusiness software and services, and the in-house development
efforts of companies seeking to engage in eBusiness. We expect competition to
persist and intensify in the future. We cannot be certain that we will be able
to compete successfully with existing or new competitors.

Because relatively low barriers to entry characterize our market, we also expect
other companies to enter our market. We expect that competition will continue to
intensify and increase in the future. Some large information technology
consulting firms have announced that they have begun to or will soon focus more
resources on eBusiness opportunities. Because we contract with our clients on an
engagement-by-engagement basis, we compete for engagements at each stage of our
methodology. There is no guarantee that we will be retained by our existing or
future clients on later stages of work.
<PAGE>   20
The vast majority of our current competitors have longer operating histories,
larger client bases, larger professional staffs, greater brand recognition and
greater financial, technical, marketing and other resources than we do. This may
place us at a disadvantage in responding to our competitors' pricing strategies,
technological advances, advertising campaigns, strategic partnerships and other
initiatives. In addition, many of our competitors have well-established
relationships with our current and potential clients and have extensive
knowledge of our industry. As a result, our competitors may be able to respond
more quickly to new or emerging technologies and changes in customer
requirements and they may also be able to devote more resources to the
development, promotion and sale of their services than we can. Competitors that
offer more standardized, commoditized or less customized services or products
than we do may have a substantial cost advantage, which could force us to lower
our prices, adversely affecting our operating margins.

Current and potential competitors also have established or may establish
cooperative relationships among themselves or with third parties to increase
their ability to address customer needs. Accordingly, it is possible that new
competitors or alliances among competitors may emerge and rapidly acquire
significant market share. In addition, some of our competitors may develop
services that are superior to, or have greater market acceptance than, the
services that we offer.

FAILURE  TO  MANAGE  OUR  GROWTH  MAY  ADVERSELY  AFFECT  OUR  BUSINESS

We expect to grow rapidly both by hiring new employees, making major
acquisitions and serving new business and geographic markets. Our growth has
placed, and will continue to place, a significant strain on our management and
our operating and financial systems.

Our personnel, systems, procedures and controls may be inadequate to support our
future operations. In order to accommodate the increased number of engagements,
number of clients and the increased size of our operations, we will need to
hire, train and retain the appropriate personnel to manage our operations. We
will also need to improve our financial controls by centralizing the accounting
process as well as improve managerial reporting and operating systems.

OUR ACQUISITIONS COULD BE DIFFICULT TO INTEGRATE, DISRUPT OUR BUSINESS, DILUTE
STOCKHOLDER VALUE AND ADVERSELY AFFECT OUR OPERATING RESULTS

On September 19 and 20, 2000 the Company acquired three separate entities which
offer complimentary services and technologies to the Company. These acquisitions
have complicated our management and financial tasks. We are currently
integrating widely dispersed operations with distinct corporate cultures. Our
integration efforts may not succeed or may distract our management from
servicing existing clients. Our failure to manage these acquisitions
successfully could seriously harm our operating results.

WE HAVE RELIED AND EXPECT TO CONTINUE TO RELY ON A LIMITED NUMBER OF CLIENTS FOR
A SIGNIFICANT PORTION OF OUR REVENUES

We currently derive and expect to continue to derive a significant portion of
our revenues from a limited number of clients. To the extent that any
significant client uses less of our services or terminates its relationship with
us, our revenues could decline substantially. As a result, the loss of any
significant client could seriously harm our business, financial condition and
operating results. The volume of work that we perform for a specific client is
likely to vary from period to period, and a significant client in one period may
not use our services in a subsequent period.
<PAGE>   21
OUR LACK OF LONG-TERM CONTRACTS WITH CLIENTS REDUCES THE PREDICTABILITY OF OUR
REVENUES

Our clients retain us on an engagement-by-engagement basis, rather than under
long-term contracts. As a result, our revenues are difficult to predict. Because
we incur costs based on our expectations of future revenues, our failure to
predict our revenues accurately may seriously harm our financial condition and
results of operations. Although it is our goal to design and build complete
eBusiness systems for our clients, we are frequently retained to design and
build discrete segments of an overall eBusiness system on an
engagement-by-engagement basis. Since large client projects involve multiple
engagements or stages, there is a risk that a client may choose not to retain us
for additional stages of a project or that the client will cancel or delay
additional planned projects. Such cancellations or delays could result from
factors unrelated to our work product or the progress of the project, but could
be related to general business or financial conditions of the client. For
example, many of our current or potential clients that are in the early stages
of development may be unable to retain our services because of financial
constraints. In addition, our existing clients can generally reduce the scope of
or cancel their use of our services without penalty and with little or no
notice. If a client defers, modifies or cancels an engagement or chooses not to
retain us for additional phases of a project, we must be able to rapidly
re-deploy our employees to other engagements in order to minimize
underutilization of employees and the resulting harm to our operating results.
Our operating expenses are relatively fixed and cannot be reduced on short
notice to compensate for unanticipated variations in the number or size of
engagements in progress.

                    WE MAY LOSE MONEY ON FIXED-FEE CONTRACTS

If we miscalculate the resources or time we need to complete engagements with
capped or fixed fees, our operating results could be seriously harmed. The risk
of such miscalculations for us is high because we work with complex technologies
in compressed timeframes, and therefore it is difficult to judge the time and
resources necessary to complete a project. To date, we have generally entered
into contracts with our clients on a time and materials basis, though we
sometimes work on a fixed-fee basis or cap the amount of fees we may invoice on
time and material contracts without client consent.

  OUR EFFORTS TO DEVELOP BRAND AWARENESS OF OUR SERVICES MAY NOT BE SUCCESSFUL

An important element of our business strategy is to develop and maintain
widespread awareness of the Digital Bridge brand name. To promote our brand
name, we plan to increase our advertising and marketing expenditures, which may
cause our operating margins to decline. Moreover, our brand may be closely
associated with the business success or failure of some of our high-profile
clients, many of whom are pursuing unproven business models in competitive
markets. As a result, the failure or difficulties of one of our high-profile
clients may damage our brand. If we fail to successfully promote and maintain
our brand name or incur significant related expenses, our operating margins and
our growth may decline.

OUR FAILURE TO MEET CLIENT EXPECTATIONS OR DELIVER ERROR-FREE SERVICES COULD
RESULT IN LOSSES AND NEGATIVE PUBLICITY

Our client engagements involve the creation, implementation and maintenance of
eBusiness systems and other applications that are often critical to our clients'
businesses. Any defects or errors in these applications or failure to meet
clients' expectations could result in:

-        Delayed or lost revenues due to adverse client reaction;

-        Requirements to provide additional services to a client at no charge;
<PAGE>   22
-        Negative publicity regarding us and our services, which could adversely
         affect our ability to attract or retain clients; and

-        Claims for substantial damages against us, regardless of our
         responsibility for such failure.

Our contracts generally limit our liability for damages that may arise from
negligent acts, errors, mistakes or omissions in rendering services to our
clients. However, we cannot be sure that these contractual provisions will
protect us from liability for damages in the event we are sued. Furthermore, our
general liability insurance coverage may not continue to be available on
reasonable terms or in sufficient amounts to cover one or more large claims, or
the insurer may disclaim coverage as to any future claim. The successful
assertion of any such large claim against us could seriously harm our business,
financial condition and operating results.

OUR BUSINESS IS DEPENDENT ON OUR ABILITY TO KEEP PACE WITH TECHNOLOGICAL CHANGES

Our market and the enabling technologies used by our clients are characterized
by rapid technological change. Failure to respond successfully to these
technological developments, or to respond in a timely or cost-effective way,
will result in serious harm to our business and operating results. We have
derived, and we expect to continue to derive, a substantial portion of our
revenues from creating eBusiness systems that are based upon today's leading
technologies and that are capable of adapting to future technologies. As a
result, our success will depend, in part, on our ability to offer services that
keep pace with continuing changes in technology, evolving industry standards and
changing client preferences. In addition, we must hire, train and retain
technologically knowledgeable professionals so that they can fulfill the
increasingly sophisticated needs of our clients.

WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
OR PREVENT INFRINGEMENT CLAIMS AGAINST US

We cannot guarantee that the steps we have taken or will take to protect our
proprietary rights will be adequate to deter misappropriation of our
intellectual property. In addition, we may not be able to detect unauthorized
use of our intellectual property and take appropriate steps to enforce our
rights. If third parties infringe or misappropriate our trade secrets,
copyrights, trademarks or other proprietary information or intellectual
property, our business could be seriously harmed. In addition, although we
believe that our proprietary rights do not infringe the intellectual property
rights of others, other parties may assert infringement claims against us or
claim that we have violated their intellectual property rights. Such claims,
even if not true, could result in significant legal and other costs and may be a
distraction to management. In addition, protection of intellectual property in
many foreign countries is weaker and less reliable than in the United States, so
as our business continues to expand into foreign countries, risks associated
with protecting our intellectual property will increase.

                     A FEW INDIVIDUALS OWN MUCH OF OUR STOCK

Our directors, executive officers and their affiliates beneficially own, in the
aggregate, in excess of 50% of our outstanding common stock. As a result, these
stockholders may be able to exercise effective control over all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions, such as acquisitions, and to block an
unsolicited tender offer. Accordingly, this concentration of ownership could
have the effect of delaying or preventing a third party from acquiring control
over us at a premium over the then-current market price of our common stock.
<PAGE>   23
OUR SUCCESS DEPENDS ON INCREASED ADOPTION OF THE INTERNET AS A MEANS FOR
COMMERCE

Our future success depends heavily on the continued use and acceptance of the
Internet as a means for commerce. The widespread acceptance and adoption of the
Internet for conducting business is likely only in the event that the Internet
provides businesses with greater efficiencies and improvements. If commerce on
the Internet does not continue to grow, or grows more slowly than expected, our
growth would decline and our business would be seriously harmed. Consumers and
businesses may reject the Internet as a viable commercial medium for a number of
reasons, including:

-        Potentially inadequate network infrastructure;

-        Delays in the development of Internet enabling technologies and
         performance improvements;

-        Delays in the development or adoption of new standards and protocols
         required to handle increased levels of Internet activity;

-        Delays in the development of security and authentication technology
         necessary to effect secure transmission of confidential information;

-        Changes in, or insufficient availability of, telecommunications
         services to support the Internet; and

-        Failure of companies to meet their customers' expectations in
         delivering goods and services over the Internet.

           INCREASING GOVERNMENT REGULATION COULD AFFECT OUR BUSINESS

We are affected not only by regulations applicable to businesses generally, but
also by laws and regulations directly applicable to eBusiness. Although there
are currently few such laws and regulations, both state, federal and foreign
governments may adopt a number of these laws and regulations. Any such
legislation or regulation could dampen the growth of the Internet and decrease
its acceptance as a communications and commercial medium. If such a decline
occurs, companies may decide in the future not to use our services to create an
electronic business channel. This decrease in the demand for our services would
seriously harm our business and operating results.

Any new laws and regulations may govern or restrict any of the following issues:

-        User privacy;

-        The pricing and taxation of goods and services offered over the
         Internet;

-        The content of websites;

-        Consumer protection; and

-        The characteristics and quality of products and services offered over
         the Internet.

For example, the Telecommunications Act of 1996 prohibits the transmission of
certain types of information and content over the Internet. The scope of the
act's prohibition is currently unsettled. In addition, although courts recently
held unconstitutional substantial portions of the Communications Decency Act,
federal or state governments may enact, and courts may
<PAGE>   24
uphold, similar legislation in the future. Future legislation could expose
companies involved in internet commerce to liability.


                     RISKS RELATED TO THE SECURITIES MARKETS

WE  NEED  TO  RAISE  ADDITIONAL  CAPITAL,  WHICH  MAY  NOT  BE  AVAILABLE

We need to raise additional funds, and we cannot be certain that we will be able
o obtain additional financing on favorable terms or at all. If we need
additional capital and cannot raise it on acceptable terms, we may not be able
to:

-        Expand our offices in the United States;

-        Create additional market-specific business units;

-        Enhance our infrastructure and leveragable assets;

-        Hire, train and retain employees;

-        Respond to competitive pressures or unanticipated requirements; or

-        Pursue acquisition opportunities.

Our failure to do any of these things could seriously harm our financial
condition.

                           OUR STOCK PRICE IS VOLATILE

The market price of our publicly traded stock may vary in response to any of the
following factors, some of which are beyond our control:

-        Changes in financial estimates or investment recommendations relating
         to our stock by securities analysts;

-        Changes in market valuations of other eBusiness software and service
         providers or electronic businesses;

-        Announcements by us or our competitors of significant contracts,
         acquisitions, strategic partnerships, joint ventures or capital
         commitments;

-        Loss of a major client;

-        Additions or departures of key personnel; and

-        Fluctuations in the stock market price and volume of traded shares
         generally, especially fluctuations in the traditionally volatile
         technology sector.

Subsequent Events.

On January 12, 2001, Aaron Lang the President of Digital Bridge and Dawna
Ciluffo the Controller both resigned their positions in conjunction with the
closing of the Company's office in Burlingame, California. Mr. Lang remains on
the Board of Directors. On January 8, 2001, Scott M.
<PAGE>   25
Manson was appointed to the position of Chief Financial Officer. Subsequently on
February 1, 2001, Mr. Manson was elected by the Board of Directors to be
President of the company.

In January the company signed a contract with Store Choice Corp. (SCC) in which
SCC will pay to the Company $900,000 over a six month period to design, develop.
Implement, maintain and host an Internet Website for SCC. Also as part of such
agreement, SCC will exchange 1,900,000 shares of its common stock for 2,000,000
shares of the Company's Common Stock

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company's wholly owned subsidiary was a party to a lawsuit titled
Jonathan Neil & Associates, Inc. (plaintiff) v. Online Television Network
Services aka Online Television Network Services, Inc. dba OTVNET (defendant),
Case. No. 00K6802, in the Los Angeles County Municipal Court (Limited
Jurisdiction), in which Plaintiff was claiming damages of $25,569.32 plus
pre-judgment interest, attorney's fees and costs, for breach of contract related
to headhunting services allegedly supplied to defendant. This case has been
settled at no cost to the Company or OTVNET.


Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

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


         None

Item 5. Other Information

         None


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

         (a)      The exhibits listed on the accompanying Index to Exhibits
                  immediately following the signature page are filed as part of,
                  or incorporated by reference into, this Interim Report on Form
                  10-QSB.

         2        Digital Bridge, Inc. filed an amended report on Form 8-K/A on
                  November, 2000 regarding the September 20, 2000 acquisition of
                  100% of the outstanding common stock of 24x7 Development.com,
                  Inc. a Delaware corporation, and 100% of the outstanding
                  common stock of N2Plus, Inc., also a Delaware corporation.
                  Both acquisitions were completed in merger transactions
                  pursuant to which the Company was the surviving entity. Also
                  reported on Form 8-K/A was the September 19, 2000 acquisition
                  of 100% of the outstanding common stock of Online Television
                  Network Services, a California Corporation, in a stock for
                  stock acquisition, pursuant to which Online Television Network
                  Services became a wholly owned subsidiary of the Company.
<PAGE>   26
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                   DIGITAL  BRIDGE,  INC.



                                    /s/  John  C.  Flanders,  Jr.
                                   ------------------------------
                                   By:  John  C.  Flanders,  Jr.
                                   Its:  Chief  Executive  Officer
                                   Date:  February 12, 2001

                                    /s/  Scott M. Manson
                                   ------------------------------
                                   By:  Scott M. Manson
                                   Its:  President, Chief  Financial
                                         Officer and Chief Accounting Officer
                                   Date:  February 12, 2001