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  SEPTEMBER  30,  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                                  88-0409147
     (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:

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of the latest practicable date: As of  November 8, 2000, 41,692,000
shares  of  common  stock,  par  value  $.001,  were  issued  and  outstanding.

Transitional  small  business  disclosure  format  (check  one): Yes [  ] No [X]


<PAGE>
                         PART I - FINANCIAL INFORMATION


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

    Condensed Consolidated Balance
    Sheet as of September 30, 2000 . . . . . . . . . . . . . . . . . . .  2

    Condensed Consolidated Statement
    of Operations for the Three Months
    Ended September 30, 2000 . . . . . . . . . . . . . . . . . . . . . .  3

    Condensed Consolidated Statement
    of Cash Flows for the Three Months
    Ended September 30, 2000 . . . . . . . . . . . . . . . . . . . . . .  4

    Notes to Condensed Consolidated
    Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .  5


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                    DIGITAL BRIDGE, INC.
                            CONDENSED CONSOLIDATED BALANCE SHEET
                                         (UNAUDITED)
                                     SEPTEMBER 30, 2000



                                                           Sept 30       June 30     Sept 30
                                                             2000          2000       1999
--------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>           <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                              $   123,663   $   167,951    95,965
  Receivables                                                184,992       142,109    43,930
  Prepaid expenses                                            24,748        59,128     5,070
--------------------------------------------------------------------------------------------
                                                             333,403       369,188   144,965
FURNITURE AND EQUIPMENT, net                                 278,491       314,511    38,693
OTHER ASSETS                                                  36,592        39,977    13,581
--------------------------------------------------------------------------------------------
                                                         $   648,486   $   723,676   197,239
--------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Trade payables                                         $   201,692   $   256,792    12,056
  Accrued expenses                                            63,010        17,099     9,545
  Leases payable                                              74,569        73,764         -
--------------------------------------------------------------------------------------------
                                                             339,271       347,655    21,601
--------------------------------------------------------------------------------------------
LONG-TERM LIABILITIES
  Leases payable                                               1,770         4,551         -
  Notes payable                                              867,620       967,176         -
--------------------------------------------------------------------------------------------
                                                           1,208,661     1,319,382    21,601
--------------------------------------------------------------------------------------------
STOCKHOLDERS' (DEFICIT) EQUITY:
--------------------------------------------------------------------------------------------
  Common stock, $.001 par value, 50,000,000 authorized
     and 41,692,000 issued and outstanding                    41,692        41,692    41,692
  Stock subscription receivable                              (20,000)      (20,000)        -
  Additional paid-in capital                               2,832,147     2,049,825    59,432
  Retained earnings (deficit)                             (3,414,014)   (2,667,223)   74,514
--------------------------------------------------------------------------------------------

                                                            (560,175)     (595,706)  175,638
--------------------------------------------------------------------------------------------

                                                         $   648,486   $   723,676   197,239
--------------------------------------------------------------------------------------------
</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                              DIGITAL BRIDGE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)


                          Sept 30      June 30
                            2000        2000
------------------------------------------------
<S>                      <C>         <C>


REVENUE                  $ 629,395   $  667,418
COST OF SALES              444,271      280,095
------------------------------------------------
GROSS PROFIT               185,124      387,323
------------------------------------------------
OPERATING EXPENSES:
  Salaries and benefits    428,715      632,502
  Professional fees         58,799       93,363
  Office expenses          405,990      385,008
  Depreciation              35,266        5,203
  Other                      1,545        4,706
  Taxes                      1,600          800
------------------------------------------------
                           931,915    1,121,582
------------------------------------------------
NET LOSS                 $(746,791)  $ (734,259)
------------------------------------------------
LOSS PER COMMON SHARE       (0.018)      (0.018)
------------------------------------------------
</TABLE>


       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                        4
<PAGE>
<TABLE>
<CAPTION>


                              DIGITAL BRIDGE, INC.
                CONDENSED CONSOLIDATED CASH FLOW FROM OPERATIONS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)


                                                   Sept 30    Sept 30
                                                    2000       1999
----------------------------------------------------------------------
<S>                                               <C>        <C>

OPERATING ACTIVITIES:
  Net loss                                        (746,791)  $(32,222)
  Adjustments to reconcile net loss to
     net cash used by operations:
    Depreciation                                    48,675         48
    Increase in:
      Receivables                                  (42,883)    34,073
      Prepaid expenses                              34,380        (70)
      Other assets                                   3,385       (246)
      Accounts payable                             (55,028)     2,339
      Accrued expenses                              32,724        (41)
      Other liabilities                              8,825          -
----------------------------------------------------------------------

      Net cash used by operating activities       (716,713)     3,881
----------------------------------------------------------------------

INVESTING ACTIVITIES:
  Purchase of furniture and equipment              (12,655)   (14,084)
----------------------------------------------------------------------

      Net cash used by investing activities        (12,655)   (14,084)
----------------------------------------------------------------------

FINANCING ACTIVITIES:
  Payments on leases payable                        (1,976)
  Proceeds from issuance of debt                    91,444
  Proceeds from notes payable                       53,290          -
  Proceeds from issuance of common stock           126,227
     and receipt of additional paid-in capital     416,095     28,547
----------------------------------------------------------------------

      Net cash provided by financing activities    685,080     28,547
----------------------------------------------------------------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS   (44,288)    18,344

CASH AND CASH EQUIVALENTS, beginning of period     167,951     77,621
----------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of period           123,663   $ 95,965
----------------------------------------------------------------------
</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                        5
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              DIGITAL BRIDGE, INC.

NOTE 1 - ORGANIZATION AND CONSOLIDATION:

                    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  have agreed to exchange
                    100% of their common stock for a maximum of 3,250,000 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 have agreed to exchange 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  have agreed to exchange 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,  with  the
                    exception  of the income  statement  and  statement  of cash
                    flows  of  Online   Television   Network  Services  for  the
                    three-month period ended September 30, 1999. The information
                    necessary to complete  these  statements is  incomplete  and
                    will be  reflected  in a revised  filing.  The  purchase and
                    merger  transactions which became effective September 19 and
                    20,  2000,  were  recorded  as a pooling  of  interest.  All
                    inter-company    balances   and   transactions   have   been
                    eliminated.


                                        6
<PAGE>
NOTE 2 - 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:
                    -------------------------

                    For  purposes of the  statement  of cash flows,  the Company
                    considers all highly  liquid  instruments  purchased  with a
                    maturity of three months or less to be cash equivalents.

               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.


                                        7
<PAGE>
NOTE  2 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES (CONTINUED):

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

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

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

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

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

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

               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",
                    SFAS No. 132,  "Employer's  Disclosure  about  Pensions  and
                    Other Postretirement  Benefits",  SFAS No.133 (as amended by
                    SFAS  No.   137  and  138),   "Accounting   for   Derivative
                    Instruments   and   Hedging   Activities",   SFAS  No.  134,
                    "Accounting for Mortgage-Backed  Securities ", and SFAS 135,
                    "Rescission of FASB No. 75 and Technical Corrections",  were
                    recently  issued.  SFAS No. 130, 131, 132, 133 (as amended),
                    134 and 135 have no current  application  to the  Company or
                    their effect on the financial statements would not have been
                    significant.


                                        8
<PAGE>
                                                            DIGITAL BRIDGE, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (CONTINUED)


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


NOTE 3 - FURNITURE AND EQUIPMENT

                    Furniture and  equipment,  at cost, is summarized as follows
                    as of September 30 and June 30, 2000:


                                                    September 30      June 30

                    Office equipment               $     387,500   $    379,182
                    Furniture and fixtures                73,957         83,028
                    ------------------------------------------------------------
                                                         461,457        462,210
                    Less accumulated depreciation       (182,966)   (   147,699)
                    ------------------------------------------------------------

                                                   $     278,491   $    314,511
                    ============================================================


                    Depreciation  expense amounted to $32,266 and $5,203 for the
                    three-month  periods  ended  September  30,  2000 and  1999,
                    respectively.


NOTE 4 - LEASE COMMITMENTS:

                    The Company  leases  office  space under  several  operating
                    lease  agreements   which  expires  through.   Rent  expense
                    approximated  $80,101 and $27,362 for the three-month period
                    ended  September  30,  2000 and  1999,  respectively.  As of
                    September 30, 2000, future minimum lease payments, by fiscal
                    year, are as follows:


                    Period ended September 30,

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


                                        9
<PAGE>
NOTE 5 - INCOME TAXES:

                    No  provision  for federal and state  income  taxes has been
                    recorded  because  the Company has  incurred  net  operating
                    losses.  As of September 30, 2000, the Company has available
                    for  federal  and  state   purposes   net   operating   loss
                    carryforwards.  The  federal  and  state  carryforwards  are
                    available  to  offset  future   taxable  income  and  expire
                    beginning  in fiscal  2019 and  2004.  Deferred  income  tax
                    assets arising from such loss  carryforwards have been fully
                    reserved as of September 30, 2000.


NOTE 6 - NOTES PAYABLE:

                    Notes  payable as of  September 30 and June 30, 2000 consist
                    of the following:


<TABLE>
<CAPTION>
                                                        September 30,   June 30,
                                                             2000         2000
<S>                                                     <C>             <C>
             Note 6 - Notes Payable:
             Notes payable bearing interest at 8% per
             annum                                             92,804     92,804

             Shareholder loans with rates ranging
             from 7-18%                                        83,872    174,372

             Note payable from prospective investor
             bearing interest at 7% per annum                 700,000    700,000
                                                        ------------------------
                                                              876,676    967,176

             Less current portion                              (9,056)         0

             Notes Payable                                    867,620    967,176
                                                        ========================
</TABLE>


NOTE 7 - STOCK OPTIONS:

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


                                       10
<PAGE>
                                                            DIGITAL BRIDGE, INC.

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                     (CONTINUED)


================================================================================
                                                                [GRAPHIC OMITED]


NOTE  8  -     LOSS PER SHARE:

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


<TABLE>
<CAPTION>
                                         For the                 For
                                    Three Months Ended   Three Months Ended
                                    September 30, 2000   September 30, 1999
<S>                                <C>                   <C>
Income (loss) from continuing
  operations available to
  common shareholders
  (numerator)                      $           (746791)            ($734259)

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


                                       11
<PAGE>
NOTE 9 - BUSINESS RISKS:

                    The Company's  failure to secure financing or its ability to
                    generate sufficient cash flows through operations may have a
                    material adverse impact on the Company's  future  operations
                    and  financial position.  For the period ended September 30,
                    2000,  the  Company  had  entered  into  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.


                                       12
<PAGE>
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.

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  Fiancial.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  by  award  winning  technologist  Brian  Pollack, 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.  OTVnet remains as a wholly
owned  subsidiary,  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.


                                       13
<PAGE>
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, The Digital Bridge Site Monitor, 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 businessess. We
expect that our net revenues will be driven primarily by the number and scope of
our  client  engagements.  Additionally,  we  expect 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 September 30, 2000, 100% of 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  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, open new offices, 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.


                                       14
<PAGE>
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 three months ended September 30, 2000 totaled $629,395.
Since  its  inception, the Company has generated almost all of its revenues from
services  provided  to  affiliated  companies.  Sales to these companies for the
three  months  ended  September  30,  2000  represent  71% of total revenues.

COST  OF  SALES

Cost  of  sales  includes salary allocation of marketing and 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  three-month  period  ended  September 30, 2000 was $444,271 and
$280,095  for  the  three  month  period  ended  June  30,  2000.

OPERATING  EXPENSES

     2    Salaries and Benefits consist of compensation and related expenses for
          personnel.  The  Company  expects  these costs to increase in absolute
          dollars in future periods as the Company  expands its technical  staff
          to support the growth of its operations.

     3    Professional Fees consist of legal and accounting fees incurred by the
          Company.  Professional fees totaled $58,799 for the three month period
          ended  September  30, 2000 and $93,363 for the three months ended June
          30, 2000.

     4    Office  Expenses for the  three-month  period ended September 30, 2000
          were  $405,990  and $385,008 for the three month period ended June 30,
          1999.

     5    Depreciation  is  calculated  on a  straight-line  basis  with  assets
          recorded  at cost  and  depreciated  with a life of  three  years  for
          software,  five years for  computers and seven years for furniture and
          equipment.  Depreciation  expense for the period ended  September  30,
          2000 was $35,266 and $5,203 for the period ended June 30, 2000.


                                       15
<PAGE>
     6    Other  Expenses  include trade show costs and  advertising,  sales and
          marketing costs. These costs are expensed as incurred

     7    Tax  expense  of  $1,600  in  the  period  ended  September  30,  2000
          represents  the minimum state tax paid to the state of California  for
          the Company  and its wholly-owned subsidiary Online Television Network
          Services.

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-forwards  as  of  September  30,  2000  approximate $746,791.  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  September  30,  2000.

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 September 30, 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 September 30,  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
September  30,  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

Net  cash  used  in operating activities was $716,713 for the three months ended
September 30, 2000 and $3,881 for the three months ended September 30, 1999.

Net  cash  used in investing activities for the three months ended September 30,
2000  was  $12,655,  which  was  primarily  used  to acquire computer equipment.

Net cash provided by financing activities was $685,080 in the three months ended
September  30,  2000.

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 January 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.


                                       16
<PAGE>
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  2000. 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 $746,791 during the three months ended September 30,
2000.  As of September 30, 2000, we had an accumulated deficit of $3,414,014. 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.

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.


                                       17
<PAGE>
We  derive  all  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, a significant portion
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 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.


                                       18
<PAGE>
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.

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.


                                       19
<PAGE>
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.

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.


                                       20
<PAGE>
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;

-    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,  approximately  62.5%  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.


                                       21
<PAGE>
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  uphold,  similar
legislation in the future. Future legislation could expose companies involved in
Internet  commerce  to  liability.


                                       22
<PAGE>
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
to  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.


                                       23
<PAGE>
                           PART II - OTHER INFORMATION



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 a report on Form 8-K on September 25, 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  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.

          As  it  was  impracticable  for  the  Company  to  file  the financial
          information  of   the   businesses   acquired   at  the  time  of  the
          acquisitions, such financial information will be filed by amendment to
          the September 25, 2000  Report on Form 8-K not later than November 19,
          2000.


                                       24
<PAGE>
                                   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:  November  13,  2000


                                       25
<PAGE>
                                INDEX TO EXHIBITS



Exhibit  No.     Description

     2.1  Agreement  and Plan of Merger dated as July 31,  2000,  by and between
          Digital Bridge, Inc. and 24x7 Development.com, Inc. (Exhibit 2) (1)

     2.2  Agreement  and Plan of Merger  dated August 31,  2000,  among  Digital
          Bridge,  Inc.,  N2Plus,  Inc.  and  Certain of the  Equity  Holders of
          N2Plus, Inc. (Exhibit 2) (1)

     2.3  Stock Purchase  Agreement  dated as of August 31, 2000, by and between
          Digital Bridge, Inc. and Online Television Network Services.  (Exhibit
          2) (1)

     27   Financial Data Schedule


--------------------------------
     (1)  Incorporated  by reference to the exhibits shown in parenthesis in the
          report on Form 8-K filed by Digital Bridge, Inc. on September 25, 2000


                                       26
<PAGE>