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, 2001

[ ]      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)


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 7, 2001
63,181,533 shares of common stock, par value $.001, were issued and
outstanding.

Transitional small business disclosure format (check one):

Yes [ ] No [X]


                      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 September 30, 2001 and the related
         consolidated statements of operations for the three months ended
         September 30, 2001 and 2000, and the consolidated statements of cash
         flows for the three months ended September 30, 2001 and 2000 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.

         We conducted our review in accordance with standards established by
         the American Institute of Certified Public Accountants.  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 conducted in
         accordance with auditing standards generally accepted in the United
         States of America, 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 accounting
         principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  The Company has a limited operating history
and its prospects are subject to the risks, expenses and uncertainties
frequently encountered by companies in new and rapidly evolving markets for
technology related products and services.  The Company was only recently
formed, and has not generated sufficient revenues to achieve profitability.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern.  Management's plans in regards to these matters
are described in Note 11 to the financial statements.  The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Digital Bridge, Inc. as of June 30, 2001 (presented herein), and the
consolidated statements of changes in stockholders' equity, operations, and
cash flows for the year then ended, (not presented herein); and in our report
dated September 12, 2001, we expressed an unqualified opinion on those
consolidated financial statements.  We have not performed any audit procedures
subsequent to the date of our report.


/s/ Rotenberg & Company, LLP

Rotenberg & Company, LLP
Rochester, New York
  November 8, 2001




                         PART I - FINANCIAL INFORMATION


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



    Condensed Consolidated Balance

    Sheet as of September 30, 2001 and June 30, 2001................  2

    Condensed Consolidated Statement
    of Operations for the Three months
    Ended September 30, 2001 and 2000...............................  3

    Condensed Consolidated Statement
    of Cash Flows for the Three Months
    Ended September 30, 2001 and 2000...............................  4

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






Digital Bridge, Inc.
Consolidated Balance Sheets

                                            9/30/01        6/30/01
                                          (Unaudited)     (Audited)
ASSETS
CURRENT ASSETS

Cash & Current Assets                         $2,161         $5,391
Receivables, net                              40,351         57,494
Related Party Receivables                    495,563        474,733
Prepaid Expenses and Other Current Assets      5,815              0
Work in Process                              155,102              0

Total current Assets                         698,992        537,618

OTHER ASSETS

Furniture & Equipment
(net of accumulated depreciation)            194,725        220,514
Other Assets                                  23,618         26,873
StoreChoice.com Assets                        79,200         79,200
                                           ---------       --------
Total Assets                                $996,535       $864,205

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities

Trade Payables                               $407,502      $378,421
Accrued expenses                            1,755,118     1,853,130
Unearned Revenue                               19,180        27,736
Leases Payable                                 57,661        65,237
Notes Payable                                 276,934       278,934
Investment in Joint Venture                   206,654       212,308
                                            ---------     ---------
Total current liabilities                   2,723,049     2,815,766

Long term liabilities
Leases Payable                                      0             0

Total liabilities                           2,723,049     2,815,766

Common Stock ($.001 par value
200,000,000 shares authorized                  59,136        48,376
59,135,866 and 48,376,143 outstanding)
Preferred Stock ($.001 par value,
20,000,000 shares authorized
0 and 244,000 outstanding)                          0           244

Additional Paid in Capital                  5,868,714     5,297,221
Retained earnings (deficit)                (7,654,364)   (7,297,402)

Total equity                               (1,726,514)   (1,951,561)

Total Liabilities and Stockholders' Equity   $996,535     $ 864,205






THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS









Digital Bridge, Inc.
Consolidated Income Statements
Unaudited


                                           For For
                                        3 mos ended       3 mos ended
                                          9/30/01           9/30/00

Revenue                                      $29,766        $799,547

Cost of Goods sold                            64,805         538,911

Gross Income                                 (35,039)        260,636

General and Administrative Expenses

Salaries & Benefits                          158,290         503,579
Professional Fees                             68,111          59,396
Depreciation & Amortization                   25,788          45,383
Office Expense                                64,497         312,927
Taxes                                              0           1,712

Total General and Administrative Expenses    316,686         922,997

Net loss from Operations                    (351,725)       (662,361)

Other Income & Expenses
Interest expense (net of interest income)    (10,891)        (30,102)
Loss on sales of assets     0   (5,360)
Equity Investment in Garra Sciences            5,654               0

Net Loss                                   $(356,962)      $(697,823)


Loss per Common Share                        $(0.007)        $(0.017)

Average weighted shares                   53,756,005      41,762,000







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



Digital Bridge, Inc.

Consolidated Statements of Cash Flows
Unaudited
                                          3 mos ended       3 mos ended
OPERATING ACTIVITIES                         9/30/01          9/30/00

  Net Loss                                 $(356,962)      $(697,823)
  Adjustments to reconcile net loss to
     net cash used by operations:
    Depreciation and Amortization             25,788          45,383
    Net Gain on Equity Investment             (5,654)              0
Loss on Disposal of Assets                         0           5,360
  Decrease (Increase) in Receivables          17,143         (47,269)
  Decrease (Increase) in Related
  Party Receivables                          (20,830)              0
  Decrease (Increase )in Prepaid
  expenses and other current assets
                                              (5,815)         11,750
  Decrease (Increase) in Other assets
  3,255   (6,675)
  (Increase) in Work in Process             (155,102)              0
  Increase in Trade payable                   45,356         (49,560)
  (Decrease) in Unearned Revenue              (8,556)         37,000
  Increase in Accrued expenses               249,073          46,980
  Increase (decrease) in Leases Payable       (7,576)         60,138

      Net cash used by operating activities (219,880)       (594,716)

INVESTING ACTIVITIES:
  Purchase of furniture and equipment              0         (76,275)

      Net cash used by investing activities        0         (76,275)

FINANCING ACTIVITIES:
  Proceeds from Notes Payable                 10,000               0
  Repayments of Notes Payable                 (2,000)       (248,375)
  Repayments of Leases Payable                     0          (2,780)
  Proceeds from issuance of common stock
     and receipt of additional
     paid-in capital                         208,650         814,378

      Net cash provided by financing
      activities                             216,650         563,223

DECREASE IN CASH AND CASH EQUIVALENTS         (3,230)       (107,768)

CASH AND CASH EQUIVALENTS, beginning
of period                                      5,391         233,065

CASH AND CASH EQUIVALENTS, end of period      $2,161        $125,297

NONCASH FINANCING ACTIVITIES:
Stock issued in lieu of compensation         347,083               0
Conversion of preferred stock
to common stock                               (2,440)              0
Conversion of accounts payable to
common stock                                  16,275               0
Conversion of Notes Payable to
additional paid in capital                    10,000               0

SUPPLEMENTAL
Cash Paid during the quarter for interest      3,469          27,898
Cash Paid during the quarter for income taxes      0           1,712

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


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DIGITAL BRIDGE, INC. AND SUBSIDIARIES
SEPTEMBER 30, 2001


NOTE 1 - NATURE OF OPERATIONS

Digital   Bridge, Inc.  (the Company)  is a corporation, located in Phoenix,
Arizona, organized under the laws of the State of Nevada for the purpose of
doing business as a provider of technology development, website development and
management services.  The Company plans to expand its services to include
management, sales, distribution, and marketing of nutritional supplements and
also entertainment related products.

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, resulting in Digital Bridge becoming a wholly owned subsidiary of
Black Stallion.  Black Stallion subsequently changed its name to Digital
Bridge, Inc.

Effective September 19, 2000, the Company entered into a Stock Purchase
Agreement with Online Television Network Services (OTV), a California
corporation in which OTV became a wholly-owned subsidiary of the Company. 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 in which Digital Bridge became the surviving entity,
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 in which Digital Bridge became the surviving entity, 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 surviving entities. The purchase and merger agreements that
were effective September 19 and 20, 2000, were recorded as pooling of interest
transactions.  The accompanying financial statements have been restated to
present the financial position and results of operations as of June 30, 2000
for comparative purposes, as if the transactions had occurred as of the
earliest period presented in these financial statements.  All inter-company
balances and transactions have been eliminated.

In May 2001, the Company announced its intention to form two wholly owned
subsidiaries, DB Capital Management, Inc. and DB Technologies, Inc.  On June
12, 2001 DB Capital Management entered into a Joint Venture for the formation
of Garra Sciences, Inc. (Garra).  In October DB Capital Management changed its
name to Tantivy Sciences, Inc ("Sciences").  Sciences owns 32% of Garra
Sciences, Inc. The Joint Venture Agreement provided that if Sciences did not
raise $5,000,000 within ninety days, the Joint Venture shall terminate.
Sciences is currently in negotiations with the parties regarding the Joint
Venture.

On July 25, 2001 Sciences entered into a Joint Venture for the formation of
Parmula Therapeutics, Inc. Sciences owns 48% of Parmula Therapeutics, Inc.  The
Company plans to enter the nutritional supplement market through the two joint
ventures, which provide for exclusive distribution rights of several patented
and proprietary nutritional supplement blends.  Digital Bridge, Inc. will
provide a mix of management, sales, distribution, marketing, and Internet
enterprise solutions to Garra and Parmula. In November, 2001 Sciences received
a letter from the Federal Trade Commission informing the company of actions
previously taken against one of the principles of Targeted Medical Foods LLC, a
48% owner of Parmula. Such order prevents Parmula from marketing the proposed
products until such time as a bond is posted with the FTC. Because of this
letter Sciences has decided not continue with the Parmula Joint Venture.

On November 8, 2001 the Company formed a wholly owned subsidiary, Tantivy
Entertainment, Inc. ("Entertainment"). Entertainment has signed an agreement
with 3G Entertainment LLC giving it the exclusive distribution rights to music
recorded by the Boys Choir of Harlem. Entertainment is also in negotiations
with a Las Vegas Casino and a New York City Nightclub for the rights to record
and distribute music recorded live at these venues.


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:
                    --------------------------------------
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.   Allowance for Doubtful Accounts:
                    --------------------------------------
The Company provides for estimated losses on accounts receivable based on prior
bad debt experience and a review of existing receivables.  Based on these
factors, there is an allowance for doubtful accounts of $202,932 and $21,911-
for the periods ended September 30, 2001 and 2000, respectively.

               d.   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.

               e.   Revenue Recognition:
                    ------------------------------
The Company records revenue as earned, ratably over the term of its contracts,
based on agreed upon prices for website development, website hosting and
management services rendered.  Contracts are typically for a one-year term.
Revenue on work in process is recognized in the period in which it is
reasonably expected to be collected.

               f.   Investments:
                    ----------------
The company's proportionate share of income or losses from investments in
affiliated companies is accounted for on the equity method.

               g.   Advertising Costs:
                    -----------------------
The Company expenses all advertising costs, including direct response
advertising costs, as they are incurred.  Advertising expense for the periods
ended September 30, 2001 and 2000 was $0 and $13,028, respectively.

               h.   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 10).  Options are antidilutive.

               i.   Stock Options and Warrants:
                    --------------------------------------
The Company accounts for stock options and warrants in accordance with the
provisions of SFAS No. 123 "Accounting for Stock-Based Compensation."  SFAS No.
123 prescribes the recognition of compensation based on the fair value of the
options on the grant date.  The Company values stock options issued based upon
an option-pricing model and recognizes this value as an expense over the
vesting period.

               j.   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 are not significant.

               k.   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.

               l.   Reclassifications:
                    ----------------------
Certain amounts in the prior year financial statements have been reclassified
to conform to the current year presentation.


NOTE 3 - FURNITURE AND EQUIPMENT

Fixed Assets, at cost, is summarized as follows as of September 30,2001 and
September 30, 2000:


                                                            9/30/01     9/30/00

                    Office equipment                       $361,982    $361,382
                    Furniture and fixtures                   76,944      73,937
                    Leasehold Improvements                    8,782      20,419
                    -----------------------------------------------------------
                                                                        447,708
                                                                        455,738
                    Less accumulated depreciation          (252,983)  (192,069)
                    -----------------------------------------------------------

                                                           $194,725    $263,670
                    ===========================================================

Depreciation expense amounted to $25,788 and $45,383 for the three month
periods ended September 30, 2001 and 2000, respectively.


NOTE 4 - LEASE COMMITMENTS:

As of September 30, 2001 the Company was leasing office space in one location
under an operating lease agreement.  Rent expense was $35,394 and $80,660 for
the three-month periods ended September 30, 2001 and 2000, respectively.
Future minimum lease payments, by fiscal year, are as follows:

                    Period ended June 30,

                              2002                                      $50,103
                              2003                                       68,641
                              2004                                       11,468
                    -----------------------------------------------------------
                                                                       $130,212
                    ===========================================================


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, 2001, the
Company had available for federal and state   purposes   net   operating   loss
carry forwards of approximately $4,223,795.  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 September 30, 2001.


NOTE 6- NOTES PAYABLE:

               Notes payable consisted of the following at September 30, 2001:

                  i) A $100,000 note payable, of which the remaining balance is
                  $85,000, to a non-related entity with interest accruing at a
                  rate of 12% per annum.  The note was originally due on
                  January 16, 2001. Along with the Note, Noteholder received
                  30,000 warrants to purchase the Company's common stock at an
                  exercise price of $.59 per share. The company renegotiated
                  the repayment of the loan to consist of four monthly payments
                  commencing May 7, 2001.  In addition Noteholder is to receive
                  an additional 30,000 warrants to purchase the Company's
                  common stock at an exercise price of $.05 per share The
                  company is presently in negotiations with the note holder to
                  provide services in lieu of cash payments.

                  ii) A $50,000 note payable to stockholder for consulting
                  services rendered, with interest at 10%.  There are no
                  specified repayment terms for the note.

                  iii) A $10,000 note payable to a stockholder with interest at
                  18%.  There are no specified repayment terms for the note

                  iv) Notes payable to John Flanders Jr., for $89,234 with
                  interest at 18%.  Mr. Flanders is the CEO of the company and
                  a member of the Board of Directors.  There are no specified
                  repayment terms for the note.
                  v) A note payable to Seth D. Heyman, for $3,200 with interest
                  at 18%.  Mr. Heyman is an Executive Vice President of the
                  Company and a member of the Board of Directors.  There are no
                  specified repayment terms for the note.

                  vi) Notes payable to John Flanders, Sr., for $39,500 with
                  interest at 18%.  Mr. Flanders is the Senior Vice President
                  of finance of the Company and the father of the Company's
                  CEO.  There are no specified repayment terms for the note.


NOTE 7 - CAPITALIZED LEASES
As of September 30, 2001, the Company had capitalized leases obligations of
$57,661.  These leases bear interest at rates ranging from 11% to 17% per
annum.  The leases expire between November 30, 2001 and October 31, 2002.  The
related equipment has been capitalized and reflected in furniture and equipment
as of September 30, 2001.


NOTE 8 - RELATED PARTY TRANSACTIONS:
The Company entered into management and facilities agreements with Garra
Sciences, Inc. (Garra) and Parmula Therapeutics, Inc. whereby the Company
developed web sites and provides management services for Garra and Parmula.
Related party receivables consisted of $200,000 for the development of Garra's
website, $200,000 for pre-incorporation expenses of Garra Sciences paid by
Digital Bridge, and $73,313 for management and facilities fees from Garra from
June 12, 2001 through June 30, 2001.  Also included in related party
receivables is $22,250 due from Targeted Medical Foods, LLC for licensing fees
paid by Digital Bridge on behalf of Parmula.

The Company has recorded work in process for services provided to Garra
Sciences during the quarter ended September 30, 2001.  They have not recorded
revenues for management services, facilities fees, or website development fees
during the quarter, but will recognize revenue in the period in which it is
expected to be collected.  Work in process as of September 30, 2001 was
$155,102.


NOTE 9  - PREFERRED STOCK:

At June 30, 2001, 244,000 shares of Series C Preferred Stock were outstanding.
The stock has a par value of $.001. On September 30, 2001 the holder of this
stock converted it into 2,440,000 shares of Common Stock.

NOTE 10  - LOSS PER SHARE:

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





                                        For the              For the
                                        Three Months Ended   Three Months Ended
                                        September 30, 2001   September 30, 2000

Net Loss                                        $(356,962)           ($697,823)

Weighted average number of
  common shares outstanding
  used in loss per share for the
  period (denominator)                          53,765,005          41,762,000


NOTE 11 - CONTINGENCIES:

The Company was recently formed in 2000 and has not generated sufficient
revenues to achieve profitability.  The Company's ability to continue as a
going concern is dependent upon achieving profitable operations, attaining new
customers, and raising additional equity capital.  The Company is presently in
negotiations with numerous entities regarding a proposed equity investment in
either the Company or one of its subsidiaries.  The Company is also planning to
expand the nature of its operations by marketing nutritional supplements and
entertainment related products.  The outcome of these matters cannot be
predicted at this time.




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

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

On February 14, 2000, BSM changed its name to "Digital Bridge, Inc." For the
purposes of this Quarterly Report on Form 10-QSB, the Company may be referred
to as  "Digital", we, us or the Company.

In February of 2000, Digital Bridge began trading on the OTC Bulletin Board
under the symbol "DGBI".  In June of 2000, the company entered into a merger
agreement with 24x7 Development, Inc. a Phoenix, Arizona based company seasoned
in developing global, multi-lingual, high end, Web businesses. Previously, 24x7
Development was the internal development arm for GlobalNetFinancial.com (a
NASDAQ traded company).

In September of 2000, Digital Bridge acquired two small technology firms.  The
first, OTVnet, Inc., designs and manages comprehensive online systems for
unions and their associated benefit trusts.  The second, N2Plus, was a B2B
application service provider that developed a product that enables businesses
to instantly create private labeled online e-commerce stores.

In June of 2001, We acquired the assets of Store Choice Corp including its
website StoreChoice.com. StoreChoice.com is a Website that aggregates
merchandise from a variety of retailers

In May 2001, the Company announced its intention to form two wholly owned
subsidiaries, DB Capital Management, Inc. and DB Technologies, Inc.  In October
of 2001 DB Capital Management changed its name to Tantivy Sciences, Inc
("Sciences"). On June 12, 2001 Sciences entered into a Joint Venture for the
formation of Garra Sciences, Inc. (Garra).  Sciences owns 32% of Garra
Sciences, Inc. The Joint Venture Agreement provided that if Sciences did not
raise $5,000,000 within ninety days, the Joint Venture shall terminate.
Sciences is currently in negotiations with the parties regarding the Joint
Venture.

On July 25, 2001 Sciences entered into a Joint Venture for the formation of
Parmula Therapeutics, Inc. Sciences owns 48% of Parmula Therapeutics, Inc.  The
Company plans to enter the nutritional supplement market through these two
joint ventures, which provide for exclusive distribution rights of several
patented and proprietary nutritional supplement blends.  Digital Bridge, Inc.
will provide a mix of management, sales, distribution, marketing, and Internet
enterprise solutions to Garra and Parmula. In November Sciences received a
letter from the Federal Trade Commission informing the company of actions
previously taken against one of the principles of Targeted Medical Foods LLC, a
48% owner of Parmula. Such order prevents Parmula from marketing the proposed
products until such time as a bond is posted with the FTC. Because of this
letter Sciences has decided not to continue with the Parmula Joint Venture.

In November, 2001 the Company formed a wholly owned subsidiary, Tantivy
Entertainment, Inc. ("Entertainment"). Entertainment has recently signed an
agreement giving it the exclusive distribution rights to music recorded by the
Boys Choir of Harlem. Entertainment is also in negotiations with a Las Vegas
Casino and a New York City Nightclub for the rights to record and distribute
music recorded live at these venues.

The Company is an "International Business Architect," which provides
management, sales, distribution, marketing, and Internet enterprise solutions
through a suite of proprietary applications and professional services.

Through our wholly-owned subsidiary, Tantivy Sciences, Inc. we have recently
entered the $49 billion nutritional supplement market by executing a joint
venture agreement which provides for exclusive distribution rights to two
patented and proprietary nutritional supplement blends.  The nutraceutical
products distributed by us include: Optigene Professional, a revolutionary Age
Management System; C-MED-100, the only product that the U.S. Food & Drug
Administration allows to claim assistance with the natural DNA repair process;
and C-Med 100.

We also provide Internet technology solutions through an exciting business
model known as "Venture Technology," in which we provide human capital in the
form of a total and instant IT infrastructure in exchange for management fees
and equity participation.  With Venture Technology, we serve our clients as a
management consultant, Internet strategy consultant, interactive marketing
agency, and technology developer, all seamlessly integrated into a cohesive
unit.

The Company operates through four separate but complementary subsidiaries.
Each subsidiary has a distinct core focus and market niche, and utilizes the
technologies and business models developed by us to maximize revenues within
its respective niche.  This model helps to ensure steady overall growth by
spreading risk over several different market sectors.  These subsidiaries are
as follows:

(1) Tantivy Sciences, Inc.:  Tantivy Sciences is the investment management arm
of the Company, and is responsible for negotiating and establishing joint
ventures, strategic alliances, mergers, acquisitions and other arrangements in
the nutritional supplement market and related fields. Tantivy Sciences manages
and administers Garra Sciences, Inc.; a nutraceutical distribution company
formed through a joint venture between Tantivy Sciences and nutritional
supplement manufacturers.    Sciences owns 32% of Garra Sciences, Inc. The
Joint Venture Agreement provided that if Sciences did not raise $5,000,000
within ninety days, the agreement shall terminate. Sciences is currently in
negotiations with the parties regarding the Joint Venture.

(2) Tantivy Entertainment, Inc.: Formed November 8, 2001, Tantivy
Entertainment's mission is to capitalize on undervalued catalogs, underworked
venue opportunities, and undervalued artists, and to leverage our intellectual
property assets in the entertainment industry to the greatest extent possible.
Entertainment has recently signed an agreement giving it the exclusive
distribution rights to music recorded by the Boys Choir of Harlem.
Entertainment is also in negotiations with a Las Vegas Casino and a New York
City Nightclub for the rights to record and distribute music recorded live at
these venues.

(3) DB Technologies:  DB Technologies is our technology development division,
focusing on the design and development of advanced and innovative Internet
business solutions, which allow our clients and subsidiaries to leverage the
Internet as a new market for their products and services, and as a tool to
streamline their operations.

DB Technologies has developed software applications, which it incorporates into
products sold or utilized by our other subsidiaries, or by outside clients.
DB Technologies also provides the Venture Technology services mentioned above,
and thus assists its customers in building and managing their own e-businesses,
while retaining a significant equity percentage of its customers' enterprise.

(4)  OTVnet, Inc.:  OTVnet, Inc. is a wholly owned subsidiary acquired in
September 2000.  OTVnet is in the business of creating and selling online
administration and communication tools to labor unions and their associated
benefits trust organizations.    Established in 1997, OTVnet has grown to
become a leader in the provision of proprietary Internet communication tools
for unions and their associated training and contractor organizations, and is
marketing its product line to this tightly focused niche market.

We thereby attempt to spread risk across several different business models,
while at the same time maximizing revenue potential by building long-term value
through the development of proprietary technologies utilized in the businesses
developed by the Company and its clients.

We offer our products and services in several different markets through its
various subsidiaries, which renders it better able to:

"   Meet market demands,
"   Remain flexible to emerging opportunities,
"   Create a stronger and more diversified balance sheet, and
"   Efficiently fund research and development of scalable and profitable
    products.

The product side of the business is exemplified by the our nutraceutical joint
ventures, through which we distribute highly innovative and unique nutritional
supplement products that appeal to a wide range of potential customers.   We
continue to seek out unique and efficacious products that have strong
scientific background and a high degree of consumer demand.

The service side of the business, Venture Technology, provides a small number
of highly technical "hands on" projects that both provide cash flow and equity.
In developing technology solutions for these portfolio clients, Digital Bridge
is creating intellectual properties whose full rights are retained by the
Company, and can then be turned into market leading products.


RESULTS OF OPERATIONS

REVENUES

Total revenues for the three months ended September, 2001 totaled $29,766. This
was a decrease of approximately 96%. Such decrease was mainly the result of
Company leaving the web development business and that the revenue for the work
performed for the Garra and Parmula Joint Ventures being deferred until the
period in which it is expected to be collected.

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 nine-month
periods ended September 30, 2001 and 2000 was $64,805 and $538,911.  This was a
decrease of approximately 88%. This was due to the company leaving the Web
development business.

OPERATING  EXPENSES

Salaries and Benefits consist of compensation and related expenses for
personnel. The Company expects these costs to continue to decrease in absolute
dollars in future periods as the Company shrinks its administrative staff so as
to cut costs so as to get to profitability quicker. Salaries and Benefit costs
decreased approximately 69% to $158,290 for the quarter ended September 30,2001
as a result of the cost cutting described above.

Professional Fees consist of legal, accounting and consulting fees incurred by
the Company. Professional fees totaled $68,111 for the three-month period ended
September 30, 2001 and $59,396 for the three months ended September 30, 2000.

Office and Other Expenses for the three-month period ended September 30, 2001
was $64,497 a 79% decrease from the three-month period ended September 30,
2000. This was the result of the consolidation of offices and other cost
cutting implemented during the quarter.

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 three-month period ended September 30, 2001 was $25,788 and
$45,383 for the three-month period ended September 30, 2000.


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 September 30, 2001 is approximately $4,223,795
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 September 30, 2001.

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
nine million. As of September 31, 2001 8,262,200 options had been granted.

The fair market value of the above options was determined by using a Black
Scholes option-pricing model.  The calculated fair value at the dates of the
grants was zero, and therefore has no impact on earnings or earnings per share.

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, 2001.

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, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $219,880 for the three months ended
September 30, 2001 and $594,716 for the three-month period ended September 30,
2000.

Net cash provided by financing activities was $216,650 for the three months
ended September 30. 2001. This was a combination of a private placement of
stock and the issuance of notes.

The Company believes 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
investors. The Company intends to use the additional capital to fund more rapid
expansion, to develop new or enhance existing services or products, 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 would 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 are attempting to raise additional capital during the remainder of
the fiscal year. 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.

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

RISKS ASSOCIATED WITH COMPETITION.

The Nutritional Supplement Industry is highly competitive. Certain of the
Company's principal competitors are larger than the Company, have greater
access to capital and may be better able to withstand volatile market
conditions within the Industry. Moreover, because this industry generally has
low barriers to entry, additional competitors could enter the market at any
time. Private label products of the Company's targeted customers may also
provide competition to the Company's products. Although the Nutritional
Supplement Industry to date has been characterized by many relatively small
participants, there can be no assurance that additional national or
international companies (which may include additional pharmaceutical companies
or additional suppliers to mass merchandisers) will not seek in the future to
enter or to increase their presence in this market. Increased competition in
this Market could have a material adverse effect on the Company.

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

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

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

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

WE HAVE A LIMITED OPERATING HISTORY AND HAVE MADE NO PROFITS SO FAR.

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

FUTURE ACQUISITIONS COULD RESULT IN DILUTION, OPERATING DIFFICULTIES AND OTHER
HARMFUL CONSEQUENCES.

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

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

OUR SUCCESS DEPENDS ON ATTRACTING AND RETAINING KEY PERSONNEL.

The successful development, marketing and design of our products and services
will depend upon the skills and efforts of a small group of management
personnel, including John C. Flanders, Jr., our Chief Executive Officer, Scott
M. Manson, our President and Chief Financial Officer, Seth D. Heyman, our
Executive Vice President and Ron Friedman our Vice President of Sales and
Marketing. Substantially all of the Company's employees are employed "at will."
None of the key management employees has a long-term employment contract with
the Company and there can be no assurance that such individuals will remain
with the Company. The failure of such key personnel to continue to be active in
management could have a material adverse effect on the Company.

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

WE MAY BE UNABLE TO OBTAIN THE ADDITIONAL CAPITAL NEEDED TO OPERATE AND GROW
OUR BUSINESS, THEREBY REQUIRING US TO CURTAIL OR CEASE OPERATIONS.

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

WE ARE SUBJECT TO TECHNOLOGICAL CHANGES.

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

OUR INTELLECTUAL PROPERTY RIGHTS MAY BE CHALLENGED.

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

WE ARE SUBJECT TO EVOLVING INTERNET REGULATIONS.

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

RISKS ASSOCIATED WITH GOVERNMENT REGULATION.

The formulation, manufacturing, processing, packaging, labeling, advertising,
distribution and sale of nutritional supplements such as those sold by the
Company's Joint Venture are subject to regulation by a number of federal, state
and foreign agencies, principally, the FDA and the FTC. Among other matters,
such regulation is concerned with claims, made with respect to a product, that
assert the healing or nutritional value of such product. Such agencies have a
variety of remedies and processes available to them, including initiating
investigations, issuing warning letters and cease and desist orders, requiring
corrective labels or advertising, requiring consumer redress (for example, by
requiring that a company offer to repurchase products previously sold to
consumers), seeking injunctive relief or product seizure, imposing civil
penalties, or commencing criminal prosecution. Federal and state agencies have
in the past used these remedies in regulating participants in the dietary
supplements industry, including the imposition by federal agencies of civil
penalties in the millions of dollars against a few industry participants. In
addition, increased sales and publicity of dietary supplements may result in
increased regulatory scrutiny of the nutritional supplements industry. There
can be no assurance that the regulatory environment in which the Company
operates will not change or that such regulatory environment, or any specific
action taken against the Company, will not result in a material adverse effect
on the Company's business, financial condition or results of operations.
Additional proceedings and issues are outlined under "Business--Government
Regulation." There can be no assurance that such proceedings or investigations
or any future proceedings or investigations will not have a material adverse
effect on the Company.

NO ASSURANCE OF FUTURE INDUSTRY GROWTH.

There can be no assurance that the markets for our Joint venture's nutritional
supplements are as large as reported or that projected or expected growth will
occur or continue. Market data and projections, such as those presented in this
Form 10KSB, are inherently uncertain and subject to change. In addition, the
underlying market conditions are subject to change based on economic
conditions, consumer preferences and other factors that are beyond the
Company's control. Recently, various publicly traded nutritional supplement
companies, as well as industry analysts, have announced that there is a
slow-down in sales of nutritional supplements. There can be no assurance that
an adverse change in size or growth rate of the nutritional supplement will not
have a material adverse effect on the Company.

PRODUCT LIABILITY; POTENTIAL ADVERSE PRODUCT PUBLICITY.

The Company, like any other retailer, distributor or manufacturer of products
that are designed to be ingested, faces an inherent risk of exposure to product
liability claims in the event that the use of its products results in injury.
In the event that the Company does not have adequate insurance or contractual
indemnification, product liability claims could have a material adverse effect
on the Company. The successful assertion or settlement of any uninsured claim,
a significant number of insured claims, or a claim exceeding the Company's
insurance coverage could have a material adverse effect on the Company. The
Company is highly dependent upon consumers' perception of the safety and
quality of its products as well as similar products distributed by other
companies. Thus, the mere publication of reports asserting that such products
may be harmful could have a material adverse effect on the Company, regardless
of whether such reports are scientifically supported and regardless of whether
the harmful effects would be present at the dosages recommended for such
products. Although many of the ingredients in the Company's products are
vitamins, minerals, herbs and other substances for which there is a long
history of human consumption, some of the Company's products contain innovative
ingredients or combinations of ingredients. Although the Company believes all
of its products to be safe when taken as directed by the Company, there is
little long-term experience with human consumption of certain of these
innovative product ingredients or combinations thereof in concentrated form.
Although the Company performs research and/or tests the formulation and
production of its products, it has only sponsored limited clinical studies.

RISKS ASSOCIATED WITH IMPLEMENTATION OF THE BUSINESS STRATEGY.

 Implementation of the Company's business strategy is subject to risks and
 uncertainties, including certain factors that are within the Company's control
 and other factors that are outside of the Company's control. In addition,
 certain elements of the Company's business strategy, notably the acquisition
 of complementary businesses or product lines, could result in significant
 expenditures of cash and management resources. Finally, implementation of the
 Company's business strategy is subject to risks associated with market and
 competitive conditions

RISKS ASSOCIATED WITH ACQUISITIONS.

The Company has completed three acquisitions and has formed two joint ventures
and expects to pursue additional acquisitions in the future as a key component
of the Company's business strategy. There can be no assurance that attractive
acquisition opportunities will be available to the Company, that the Company
will be able to obtain financing for or otherwise consummate any future
acquisitions or that any acquisitions which are consummated will prove to be
successful. Moreover, acquisitions involve numerous risks, including the risk
that the acquired business will not perform in accordance with expectations,
difficulties in the integration of the operations and products of the acquired
businesses with the Company's other businesses, the diversion of management's
attention from other aspects of the Company's business, the risks associated
with entering geographic and product markets in which the Company has limited
or no direct prior experience and the potential loss of key employees of the
acquired business. The acquisition of another business can also subject the
Company to liabilities and claims arising out of such business. In addition,
future acquisitions would likely require additional financing, which would
likely result in an increase in the Company's indebtedness or the issuance of
additional capital stock which could be dilutive to holders of Common Stock.

 RISK OF LIMITED SUPPLY SOURCES; DEPENDENCE ON FOREIGN SUPPLIERS.

The Company believes that its continued success will depend upon the
availability of raw materials that permit the Company to meet its labeling
claims, quality control standards and desire for unique ingredients. Due to
issues relating to quality or third-party intellectual property rights, a
number of the Company's branded products contain one or more ingredients that
may only be available from a single source or supplier. In addition, the supply
of herbal products is subject to the same risks normally associated with
agricultural production, such as climatic conditions, insect infestations and
availability of manual labor or equipment for harvesting. Any significant delay
in or disruption of the supply of raw materials could substantially increase
the cost of such materials, could require product reformulations, the
qualification of new suppliers and repackaging and could result in a
substantial reduction or termination by the Company of its sales of certain
products, any of which could have a material adverse effect upon the Company.
Accordingly, there can be no assurance that the disruption of the Company's
supply sources will not have a material adverse effect on the Company. Although
the Company acquires the majority of its raw materials from domestic suppliers,
the ingredients of a number of the Company's products include one or more
ingredients that originate outside of the United States. The Company's business
is therefore subject to the risks generally associated with doing business
outside the United States, such as delays in shipments, embargoes, changes in
economic and political conditions, tariffs, foreign exchange rates and trade
disputes. The Company's business is also subject to the risks associated with
the enactment of United States and foreign legislation and regulations relating
to imports and exports, including quotas, duties, taxes or other charges or
restrictions that could be imposed upon the importation of products into the
United States. These factors could result in a delay in or disruption of the
supply of certain raw materials and could have the consequences described in
the preceding paragraph, any of which could have a material adverse effect on
the Company.

RISKS ASSOCIATED WITH INTERNATIONAL MARKETS.

The Company's continued growth is dependent in part upon its ability to expand
its operations into new markets, including international markets. The Company
may experience difficulty entering new international markets due to greater
regulatory barriers, the necessity of adapting to new regulatory systems and
problems related to entering new markets with different cultural bases and
political systems. Operating in international markets exposes the Company to
certain risks, including, among other things: (i) changes in or interpretations
of foreign regulations that may limit the Company's ability to sell certain
products or repatriate profits to the United States, (ii) exposure to currency
fluctuations, (iii) the potential imposition of trade or foreign exchange
restrictions or increased tariffs and (iv) political instability. As the
Company continues to expand its international operations, these and other risks
associated with international operations are likely to increase.

LISTING ON OTC BULLETIN BOARD; LIMITED TRADING MARKET; "PENNY STOCK"
REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS.

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

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

Subsequent Events.

On November 8, 2001 Digital Bridge formed a wholly owned subsidiary, Tantivy
Entertainment, Inc. ("Entertainment").  Entertainment has signed an agreement
with 3G Entertainment LLC giving it the exclusive distribution rights to music
recorded by the Boys Choir of Harlem.  Entertainment is also in negotiations
with a Las Vegas Casino and a New York City Nightclub for the rights to record
and distribute music recorded live at these venues.

In November Sciences received a letter from the Federal Trade Commission
informing the company of actions previously taken against one of the principles
of Targeted Medical Foods LLC, a 48% owner of Parmula. Such order prevents
Parmula from marketing the proposed products until such time as a bond is
posted with the FTC. Because of this letter Sciences has decided not to
continue with the Parmula Joint Venture.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

We are currently a party to the following lawsuits:

a)  Ocean Internet Marketing Group. Inc. v Digital Bridge, Inc. filed in the
East Phoenix Justice Court # 1. The plaintiff is seeking damages in the amount
of  $6,800 plus pre-judgment interest, attorney's fees and court costs for
breach of contract for services allegedly supplied to N2Plus prior to their
purchase by us.  We have filed an answer and counterclaims in the suit and we
intend to vigorously contest it. While management, including internal counsel,
currently believes that the ultimate outcome of this proceeding, will not have
a material adverse effect on our financial position or overall trends in
results of operations, litigation is subject to inherent uncertainties.
b)  GlobalNet Financial.com, Inc. v Digital Bridge, Inc. filed in the Superior
Court of Arizona, County of Maricopa. Plaintiff is seeking damages in the
amount of $88,001.43 plus pre-judgment interest, attorney's fees and court
costs. Plaintiff alleges that the Company is in breach of contract, breach of
the covenant of good faith among other charges arising out of the Company
relocating its offices. We have filed an answer and counterclaims in the suit
and we intend to vigorously contest it. While management, including internal
counsel, currently believes that the ultimate outcome of this proceeding will
not have a material adverse effect on our financial position or overall trends
in results of operations, litigation is subject to inherent uncertainties.
c)  David G. Friedman v Digital Bridge, Inc. filed in the Superior Court of
Arizona, County of Maricopa. Plaintiff is seeking damages in the amount of
$53,494 plus attorney's fees. Plaintiff alleges that the Defendant has failed
to pay wages due and owing to Plaintiff along with the statutory penalty. We
intend to file an answer and counterclaims in the suit and we intend to
vigorously contest it. While management, including internal counsel, currently
believes that the ultimate outcome of this proceeding will not have a material
adverse effect on our financial position or overall trends in results


Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

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


On July 17, 2001 Digital Bridge filed a Schedule 14C stating that stockholders
owning a majority of the issued and outstanding shares of Common Stock, had
done the following:

1)  Approved an amendment to the Company's Certificate of Incorporation, as
    amended, to increase the authorized Common Stock from 50,000,000 shares to
    200,000,000 shares and the authorized Preferred Stock from 5,000,000 shares
    to 20,000,000 shares.
2)  Elected John C. Flanders, Jr., Kenneth Paganini, Scott M. Manson and Seth
    D. Heyman to the Company's Board of Directors
3)  Approved the Company's 2000 Stock Option Plan
4)  Approved changing the Company's auditors to Rotenberg & Company LLP from
    Hood & Strong LLP


Item 5. Other Information

         None


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

Digital Bridge, Inc. filed a report on Form 8-K on July 25, 2001 announcing
that DB Capital Management, it's wholly owned subsidiary entered into a Joint
Venture Agreement with Targeted Medical Foods LLC for the formation of Parmula
Therapeutics, Inc.

                                   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 8, 2001

                                    /s/ Scott M. Manson
                                   ------------------------------
                                   By:  Scott M. Manson
                                   Its:  President, Chief Financial
                                         Officer and Chief Accounting Officer
                                   Date:  November 8, 2001