<PAGE>



                     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 March 31, 2003

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


                       Commission file number : 000-26755


                    THE TANTIVY GROUP, INC. AND SUBSIDIARIES
                 (Name of Small Business Issuer in its Charter)

                    Nevada                              88-0417771
      (State or Other Jurisdiction of               (I.R.S. Employer
       Incorporation or Organization)             Identification Number)

           300 Jackson Avenue, Columbus, Georgia          31901
        (Address of Principal Executive Offices)        (Zip Code)

                                 (706) 494-1440
                (Issuer's Telephone Number, Including Area Code)

                        3300 Inverrary Boulevard, Suite E
                              Lauderhill, FL 33319
                                (Former Address)



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

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

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

Applicable only to corporate issuers:

                                     Page 1

<PAGE>


State the number of shares outstanding of each of the issuer's classes of common
Equity, as of the latest practicable date: As of May 16, 2003, 55,613,146 shares
of common stock, par value $.001, were issued and outstanding.

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


                                     Page 2
<PAGE>

                     INDEPENDENT ACCOUNTANTS' REPORT



To the Board of Directors
  and Stockholders
The Tantivy Group, Inc. and Subsidiaries
(A Development Stage Company)
(A Nevada Corporation)
Columbus, Georgia


         We have reviewed the accompanying consolidated balance sheet of The
Tantivy Group, Inc. and Subsidiaries (a development stage company) as of March
31, 2003, the related consolidated statements of operations for the three and
nine months ended March 31, 2003, and the related consolidated statement of cash
flows for the nine months ended March 31, 2003; and for the period from May 20,
2002 (inception) to March 31, 2003. 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 consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 11,
the Company has reported net losses since inception that have resulted in an
accumulated deficit. This condition raises substantial doubt about the Company's
ability to continue as a going concern. Management's plans regarding this matter
are described in Note 11. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

         We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of The Tantivy Group, Inc. and Subsidiaries (a development stage company)
as of June 30, 2002, 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 November 15, 2002, 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 & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
  May 16, 2003



                                     Page 3
<PAGE>

                         PART I - FINANCIAL INFORMATION


                    Item 1. Consolidated Financial Statements

                   Index to Consolidated Financial Statements


    Consolidated Balance Sheets as of March 31, 2003    ...................... 5

    Consolidated Statements of Operations for the Three and Nine Months Ended
     March 31, 2003 and from Date of Inception through March 31, 2003......... 6

    Consolidated Statements of Cash Flows for the Three Months Ended
     March 31, 2003 and from Date of Inception through March 31,2003.......... 7

    Notes to Consolidated Financial Statements................................ 8

                                     Page 4
<PAGE>

The Tantivy Group, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheet

                                                                     (Unaudited)
                                                                      03/31/03

ASSETS
CURRENT ASSETS

Cash and Cash Equivalents                                           $        --

OTHER ASSETS

Mining Property                                                         121,659
Goodwill                                                                200,000
                                                                    ------------

Total other assets                                                      321,659
                                                                    ------------

TOTAL ASSETS                                                        $   321,659
                                                                    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Trade Payables                                                      $   200,396
Accrued Expenses                                                        198,506
Notes Payable                                                           148,612
Liabilities from Discontinued Operations                                918,754
                                                                    ------------

TOTAL CURRENT LIABILITIES                                           $ 1,466,268
LONG TERM LIABILITIES
Loans from Stockholders                                                  22,286
                                                                    ------------

TOTAL LIABILITIES                                                   $ 1,488,554

STOCKHOLDERS' DEFICIT

Common Stock($.001 par value, 200,000,000
Shares authorized, 55,243,146 issued
and outstanding)                                                         55,243
Additional Paid In capital                                              351,729
Deficit Accumulated During Development Stage                         (1,573,867)
                                                                    ------------

TOTAL STOCKHOLDERS' DEFICIT                                          (1,166,895)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   321,659
                                                                    ============


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

                                     Page 5
<PAGE>

<TABLE>
The Tantivy Group, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Operations
<CAPTION>
                                                                             From Date
                                             For the          For the        of Inception
                                             Three Months     Nine Months    (May 20,2002)
                                             Ended            Ended          through
                                             03/31/2003       03/31/03       03/31/2003
                                             (Unaudited)      (Unaudited)    (Unaudited)

<S>                                          <C>             <C>             <C>
Revenue                                      $         --    $         --    $         --

Cost of Goods Sold                                     --              --              --
                                             ---------------------------------------------

Gross Income                                 $    -           $     -          $    -

General & Administrative Expenses
 Development Costs                           $         --    $      2,970    $     30,124
 Professional Fees                                129,956         280,644         292,645
 Costs to Acquire Subsidiary                       (4,395)      1,100,218       1,100,218
 Office and Other Expense                           4,935          85,687         143,227
                                             ---------------------------------------------

Total General & Administrative Expenses      $    130,496    $  1,469,519    $  1,566,214
                                             ---------------------------------------------

Net Loss before Other Income and Expenses    $   (130,496)   $ (1,469,519)   $ (1,566,214)

Other Income & Expenses
 Interest Expense                                  (3,332)         (7,653)         (7,653)
                                             ---------------------------------------------

Net Loss                                     $   (133,828)   $ (1,477,172)   $ (1,573,867)
                                             =============================================

Loss Per Common Share-Basic & Diluted        $      (0.00)   $      (0.03)   $      (0.03)
                                             =============================================

Weighted Average Common Shares Outstanding     54,679,146      52,621,573      50,023,041
                                             =============================================


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

                                          Page 6
</TABLE>
<PAGE>

The Tantivy Group, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Cash Flows

                                                                    From Date
                                                     For the        Of Inception
                                                     Nine Months   (May 20,2002)
                                                     Ended          through
                                                     03/31/2003     03/31/2003
                                                     (Unaudited)    (Unaudited)

Cash Flows from Operating Activities

Net Loss                                             $(1,477,172)   $(1,573,867)
Adjustments to Reconcile Net Cash
 Provided by Operating Activities:
Non Cash Compensation                                     40,400         81,548
Costs to Acquire Subsidiary                            1,100,218      1,100,218
  Changes in Assets and Liabilities:
Other Assets                                              21,108         21,108
Trade Payables                                            49,941         49,941
Accrued Expenses                                         198,506        198,506
Liabilities from Discontinued Operations                 (83,301)       (83,301)
                                                     ---------------------------

  Total Adjustments                                    1,326,872      1,368,020
                                                     ---------------------------

    Net Cash used by Operating Activities               (150,300)      (205,847)

Cash Flows from Investing Activities

Cash Received in Acquisition of Subsidiary                 2,557          2,557
                                                     ---------------------------

    Net Cash from Investing activities                     2,557          2,557

Cash Flows from Financing Activities

  Increase/(Decrease)in Loans from Shareholders          (33,261)        22,286
  Net Debt Proceeds                                        5,754          5,754
  Proceeds from Issuance of Common Stock                 175,250        175,250
                                                     ---------------------------

    Net Cash Provided by Financing Activities            147,743        203,290

Net Increase in Cash and Cash Equivalents                     --             --

Cash and Cash Equivalents, Beginning of period                --             --
                                                     ---------------------------

Cash and Cash Equivalents, End of period             $        --    $        --
                                                     ===========================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid for Interest                                       956            956
Cash Paid for Taxes                                           --             --

NONCASH INVESTING AND FINANCING ACTIVITIES
Stock Issued to Founders of Pacific Rock Mountain             --         20,477
Stock Issued for Services                                 21,535         24,459
Stock Issued to Acquire Mining Claims                         --         26,170
Debt Incurred to Acquire Mining Claims                        --        100,000


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

                                     Page 7
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    THE TANTIVY GROUP, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                                 MARCH 31, 2003


NOTE 1 - NATURE OF OPERATIONS

Pacific Rocky Mountain, Inc. ("PRM") is a development stage company that was
incorporated on May 20, 2002, under the laws of the State of Florida to acquire
mining claims and develop them utilizing a patented proprietary process for the
extraction of precious metals. PRM owns mining claims in Hayfork, California
consisting of known mined ore and tailings. PRM plans to perform the extraction,
smelting, casting, and refining of metals such as gold, silver, platinum,
scandium, and rhodium. Its principal activities since inception have consisted
of financial planning, establishing sources of production and supply, developing
markets, and raising capital. Its principal operations consisting of the
extraction of precious metals have not started; therefore the Company has no
present sources of significant revenues. Pacific Rocky Mountain, Inc. became a
wholly owned subsidiary of The Tantivy Group, Inc. on September 27, 2002 with
the effectuation of the Asset Purchase Agreement described below.


NOTE 2 - SUMMARY OF BUSINESS COMBINATION TRANSACTION

The consolidated financial statements for all periods presented reflect the
Asset Purchase Agreement which became effective September 27, 2002, pursuant to
which Pacific Rocky Mountain, Inc. (hereinafter "PRM"), a Florida Corporation,
became a wholly owned subsidiary of The Tantivy Group, Inc. (hereinafter
"Tantivy"). The business combination was accounted for as a reverse acquisition
of Tantivy and a recapitalization of PRM and is reflected as such in the
financial statements.

Per the Asset Purchase Agreement, Tantivy acquired all of the assets and assumed
all of the liabilities of PRM. After effectuation of a 1 for 5 reverse stock
split, which occurred on December 18, 2002, Tantivy issued to the shareholders
of PRM an aggregate of 50,000,000 shares of its common stock at the fair market
value of $.10 per share on September 27, 2002 (after taking into account the 1
for 5 reverse stock split). The shareholders of PRM exchanged their PRM common
stock pro rata for the 50,000,000 common shares of Tantivy and consequently own
97.5% of the issued and outstanding shares of Tantivy common stock. The
transaction was entered into based on PRM's potential business prospects. The
purchase price was determined based on the number and value of the original
Tantivy shareholders' common stock plus the assumption of Tantivy's debt.
Goodwill was recorded based on the fair value of the Tantivy shell corporation
and the difference was recorded as costs to acquire subsidiary in the Statement
of Operations. As a result of the Asset Purchase Agreement, the officers and
directors of Tantivy resigned and were replaced by the officers and directors of
PRM. PRM is the deemed acquirer in the transaction.

Effective September 27, 2002, the date of the recapitalization, the principal
business activity of the Company is being carried out through PRM, and the
operations of Tantivy are being discontinued. The acquisition of PRM by Tantivy

                                     Page 8
<PAGE>

is treated as a reverse acquisition, resulting in the historical operations of
PRM being treated as the historical operations of the Company. Accordingly, the
accompanying historical financial statements have been restated to reflect the
financial position, results of operations, and cash flows for all periods
presented as if the reverse acquisition and recapitalization had occurred at the
beginning of the earliest period presented.

All references to the "Company" herein include The Tantivy Group, Inc. and its
wholly owned subsidiaries described in Note 1.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Basis of Presentation:
----------------------------------
The consolidated financial statements of The Tantivy Group, Inc. and
Subsidiaries included herein have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "SEC"). Certain information and footnote disclosures normally included in
financial statements prepared in conjunction with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate so that the information presented is not
misleading. These condensed consolidated financial statements should be read in
conjunction with the annual audited financial statements and the notes thereto
included in the Company's Form 10-KSB, and other reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments
of a normal and recurring nature which are, in the opinion of management,
necessary to present fairly the financial position, results of operations, and
cash flows of the Company for the interim periods presented. The results of
operations for these periods are not necessarily comparable to, or indicative
of, results of any other interim period or for the fiscal year as a whole.
Factors that affect the comparability of financial data from year to year and
for comparable interim periods include business combinations with other entities
and the expansion/discontinuance of operations in certain industry segments.
Certain financial information that is not required for interim financial
reporting purposes has been omitted.

On March 27, 2002, the Company amended its Articles of Incorporation to change
its name from Digital Bridge, Inc. to The Tantivy Group, Inc.

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

                                     Page 9
<PAGE>

         c. Principles of Consolidation:
----------------------------------------
           The consolidated financial statements include the accounts of the
           Company and its wholly owned subsidiary, Pacific Rocky Mountain, Inc.
           ("PRM"). All significant intercompany balances and transactions have
           been eliminated in consolidation.


NOTE 4 - MINING PROPERTY

The Company's mining property consists of 13 unpatented mining claims on
approximately 280 acres of land in Hayfork, California, which is located in
Trinity County in the northern part of the state. The mining claims were
acquired from a third party in May 2002 for $100,000 and 21,659,000 shares of
Pacific Rocky Mountain's common stock at $.001 par value (before the
recapitalization that occurred on September 27, 2002), for a total value of
$121,659. The common stock was issued to the third party on May 30, 2002. Terms
of the agreement required the $100,000 to be paid in four installments of
$25,000 each, due by February 8, 2003. None of the installments have been paid
and the Company received an extension of time to pay from the third party. The
amount due of $100,000 is included in Accounts Payable on the balance sheet.

The mining property consisted of the following at March 31, 2003:


                    Mining Claims                           $ 121,659


                    Less accumulated amortization                  --
                    --------------------------------------------------

                                                            $ 121,659
                    ==================================================

Amortization expense is $-0- since the Company is in the development stage, and
mining production and extraction has not started yet.


NOTE 5 - GOODWILL

As a result of the reverse acquisition that occurred on September 27, 2002, the
Company acquired goodwill in the amount of $200,000, which approximates the fair
market value of a shell corporation trading on the NASDAQ exchange. The Company
will test the goodwill for impairment in accordance with SFAS 142 on a periodic
basis.


NOTE 6 - GOING CONCERN

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has reported net
losses since inception and there is an accumulated deficit of $1,573,867 at

                                    Page 10
<PAGE>

March 31, 2003. Accordingly, there is substantial doubt about the Company's
ability to continue as a going concern. The Company's continued existence is
dependent upon its ability to develop profitable operations from the acquisition
of its subsidiary, Pacific Rocky Mountain, Inc. and to obtain additional working
capital. Management of the Company believes that it has developed a strategy
that will accomplish these objectives, including obtaining additional equity
funding, which will enable the Company to continue operations into the future.


NOTE 7 - SUBSEQUENT EVENTS

On April 1, 2003 the Company closed its private placement offering that began in
June 2002. The offering was for 2,400,000 shares of common stock at $.05 per
share.

The Company entered into an Agreement to acquire 100% of the outstanding shares
of Oretech Corporation in a stock for stock exchange, effective April 1, 2003.
Pursuant to the terms of the Agreement, the Company will exchange 20,907,000
newly issued shares of its restricted common stock for all of the outstanding
shares of Oretech Corporation.

                                    Page 11
<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
--------

The Tantivy Group, Inc. discontinued its operations of providing Internet
technology solutions through the business model known as "Venture Technology,"
in which it served its clients as a management consultant, Internet strategy
consultant, interactive marketing agency, and technology developer, all
seamlessly integrated into a cohesive unit. On September 27, 2002, Tantivy
completed a reverse acquisition in accordance with an Asset Purchase Agreement
with Pacific Rocky Mountain, Inc. ("PRM"). As a result, the Company is now in
the development stage in its new mining operations.


Pacific Rocky Mountain, Inc. is a development stage company that was founded for
the purpose of developing certain recorded claims and acreage situated in
central Colorado and California. PRM plans to continue extraction, smelting,
casting, and refining of precious and strategic metals using a patented
proprietary process, which will extract and produce the metals in their pure
state in a capacity at ten times the current industry standard. Such minerals
include Gold, Silver, Platinum, Scandium and Rhodium.


On March 31, 2003, the Company announced that that the Company's Board of
Directors and a majority of the Company's shareholders had approved the Company
effectuating a 1-10 reverse stock split.

On March 31, 2003, the Company entered into an asset purchase agreement with
Oretech Corporation, a privately held Nevada based technology corporation, in
which the Company acquired all of the assets and assumed all of the liabilities
of Oretech in exchange for twenty-five million nine hundred fifty-nine thousand
five-hundred (25,959,500) shares of the Company's Common Stock, after the
effectuation of the aforementioned 1-10 reverse split, giving the shareholders

                                    Page 12
<PAGE>

of Oretech ownership of 82.67% of the Company's Common Stock. Subsequent to the
agreement, the Officers and Directors of the Company resigned and were replaced
by seven new Directors, who subsequently appointed new officers. The business
combination is treated as a reverse acquisition, with Oretech the deemed
acquirer in the transaction. On April 1, 2003, The new Directors voted to change
the name of The Tantivy Group, Inc. to Oretech, Inc. Subsequently, the Company
was issued a new trading symbol, "ORTE". The Company effectuated the 1-10
reverse split on April 1, 2003 and will subsequently issue the aforementioned
shares to Oretech shareholders.

Oretech Corporation developed a proof of concept model that represents a
breakthrough in ore processing technology. The process utilizes a proprietary
high temperature technique to extract various metals from ore bodies that are
typically highly carbonaceous. The proof of concept model has extracted gold and
silver from various samples of carbonaceous ore bodies.

With only a few equipment enhancements, future Oretech production units should
be able to extract many additional metallic elements including platinum,
rhodium, and scandium. Oretech holds an exclusive license from PTI Ventures, LLC
to develop and commercialize the "Oretech process". The Company is a spin-off of
PTI Ventures, a research and development concern based in Columbus, Georgia. PTI
commissioned its Oretech proof of concept unit in August of 2001.

To accelerate growth, Oretech will utilize its position as a publicly traded
company to begin raising capital for expansion and growth. The Company will
immediately begin licensing ore processing units through PTI Ventures. The
growth program calls for 5 commercial systems to be placed in operation during
2003 and 2004.

Selected ore reserves will be acquired and controlled by the Company under
mineral right agreements with private individuals and the BLM. The Oretech
process will be utilized to effectively produce high yields of precious metals
from these reserves.

Mineral rights to proven reserves located in the United States, Canada, Mexico,
and South America have been targeted for acquisition and processing.


RESULTS OF OPERATIONS

REVENUES AND COST OF SALES

Total revenues and cost of sales from inception and for the three months ended
March 31, 2003 totaled $0. This was due to the Company being in a restructuring
and development stage and not yet generating revenue.

OPERATING  EXPENSES

Development costs have totaled $30,124 from inception and $0 for the three
months ended March 31, 2003 as a result of the company just starting to develop
its business.

Professional Fees totaled $292,645 from inception and $129,956 for the three
months ended March 31, 2003 as a result of the company just starting to develop

                                    Page 13
<PAGE>

its business. Professional fees have consisted primarily of accounting fees, SEC
filing fees, and consulting fees pertaining to new business development.

Office and Other Expenses totaled $143,227 from inception and $4,935 for the
three months ended March 31, 2003 as a result of the company just starting to
develop its business.

Costs to Acquire Subsidiary from inception and for the nine months ended March
31, 2003 totaled $1,100,218. This was a result of the difference between the
purchase price of Tantivy in the reverse acquisition and the value of its common
stock and assumed debt.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $150,300 for the nine months ended
March 31, 2003 and $205,847 from inception through March 31, 2003.

Net cash provided by financing and investing activities was $150,300 for the
nine months ended March 31, 2003 and $205,847 from inception through March 31,
2003 and consisted primarily of shareholder loans, cash acquired from the
merger, and cash received from common shares sold in a private placement
offering.

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 until it begins is
operations in the mining business. The company is actively seeking to raise
additional funds from investors or other financing. The Company intends to use
the additional capital to fund more rapid expansion and develop the mining
business. If adequate funds are not available on acceptable terms, the Company's
business, results of operations, and financial condition would be materially
adversely affected.


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. Deferred income tax
assets arising from any loss carry forwards have been fully reserved as of March
31, 2003.


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 March 31, 2003, zero options were outstanding.

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

                                    Page 14
<PAGE>

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 March 31, 2003.

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
March 31, 2003.


ITEM 5 CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, the Company carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures within the 90 days prior to the filing date
of this report. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, the
Company concluded that its disclosure controls and procedures are effective.
There have been no significant changes in the Company's internal controls or in
other factors, which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the company's Chief
Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.


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. We expect to use the
proceeds from any such capital raising transactions for general corporate

                                    Page 15
<PAGE>

purposes, including working capital. A portion of the proceeds will also be used
for the acquisition of businesses or assets. If we do not successfully address
the need to raise capital, our ability to continue to conduct business would be
seriously harmed.

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

GOLD PRICE VOLATILITY

The cash flows and profitability of the Company's operations will be
significantly affected by changes in the market price of gold, once business
operations commence. Market gold prices can fluctuate widely and are affected by
numerous factors beyond our control, including industrial and jewelry demand,
expectations with respect to the rate of inflation, the strength of the U.S.
dollar (the currency in which the price of gold is generally quoted) and of
other currencies, interest rates, gold sales by central banks, forward sales by
producers, global or regional political or economic events, and production and
cost levels in major gold-producing regions such as South Africa. In addition,
the price of gold sometimes is subject to rapid short-term changes because of
speculative activities. The current demand for and supply of gold affect gold
prices, but not necessarily in the same manner as current supply and demand
affect the prices of other commodities. The supply of gold consists of a
combination of new production from mining and existing stocks of bullion and
fabricated gold held by governments, public and private financial institutions,
industrial organizations and private individuals. As the amounts produced in any
single year constitute a very small portion of the total potential supply of
gold, normal variations in current production do not necessarily have a
significant impact on the supply of gold or on its price. If revenue from gold
sales falls for a substantial period below our cost of production at its
operations, we could determine that it is not economically feasible to continue
commercial production at any or all of its operations or to continue the
development of some or all of its projects. The gold market generally is
characterized by volatile prices.

IMPACT OF PRICE PROTECTION ACTIVITIES

The Company has contracted with another party to purchase all of its gold
production at a fixed cost below the market price. Although this may protect us
against not having a market for our production, it may also prevent full
participation in subsequent increases in the market price for gold with respect
to covered production.

PRODUCTION ESTIMATES

Estimates of future production for particular properties for the Company as a
whole are derived from annual mining plans prepared by us. Such plans have been
developed based on, among other things, mining experience, reserve estimates,
assumptions regarding ground conditions and physical characteristics of ores
(such as hardness and presence or absence of certain metallurgical
characteristics) and estimated rates and cost of production. Actual production
may vary from estimates for a variety of reasons, including risks and hazards of

                                    Page 16
<PAGE>

the types discussed, actual ore mined varying from estimates of grade and
metallurgical and other characteristics, mining dilution, pitwall failures or
cave-ins, strikes and other actions by labor at unionized locations,
restrictions imposed by government agencies and other factors. Estimates of
production from properties not yet in production or from operations that are to
be expanded are based on similar factors (including, in some instances,
feasibility reports prepared by company personnel and/or outside consultants)
but, as such estimates do not have the benefit of actual experience, there is a
greater likelihood that actual results will vary from the estimates.

ORE RESERVE ESTIMATES

Management's proven and probable reserve figures, once operations commence, are
estimates, and no assurance can be given that the indicated levels of recovery
of ore will be realized. Reserve estimates may require revision based on actual
production experience. Market price fluctuations of gold and other metals, as
well as increased production costs or reduced recovery rates, could render our
proven and probable gold and other reserves containing relatively lower grades
of mineralization uneconomic to exploit and may ultimately result in a reduction
of reserves.

REGULATION, ENVIRONMENTAL RISKS AND UNPATENTED MINING CLAIMS

Domestic mining operations and exploration activities are subject to extensive
laws and regulations governing prospecting, development, production, exports,
taxes, labor standards, occupational health, waste disposal, protection and
remediation of the environment, protection of endangered and protected species,
mine safety, toxic substances and other matters. Mining is subject to potential
risks and liabilities associated with pollution of the environment and the
disposal of waste products occurring as a result of mineral exploration and
production. We may in the future be, subject to clean-up liability under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 and
comparable state laws which establish clean-up liability for the release of
hazardous substances. At this time the Company has not made any provisions in
its financial statements for clean-up costs, it cannot guarantee that such
provisions will not be needed in the future. In the context of environmental
permitting, including the approval of reclamation plans, we must comply with
standards, existing laws and regulations which may entail greater or lesser
costs and delays depending on the nature of the activity to be permitted and how
the regulations are implemented by the permitting authority. It is possible that
the costs and delays associated with the compliance with such laws, regulations
and permits could result in us not proceeding with the development of a project
or the operation or further development of a mine. Amendments to current laws
and regulations governing operations and activities of mining companies are
actively considered from time to time and could have a material adverse impact
on us. In recent years, the U.S. Congress has considered a number of proposed
amendments to the General Mining Law of 1872, as amended (the "General Mining
Law"), which governs mining claims and related activities on U.S. federal lands.
Although no such legislation has been adopted to date, there can be no
assurances that such legislation will not be adopted in the future. If ever

                                    Page 17
<PAGE>

adopted, such legislation could, among other things, impose royalties on gold
production from currently unpatented mining claims located on U.S. federal
lands. If such legislation is ever adopted, it could reduce the amount of future
exploration and development activity conducted by us on such U.S. federal lands.
In addition, in 1992, a holding fee of $100 per claim was imposed upon
unpatented mining claims located on U.S. federal lands. In October 1994, a
moratorium on the processing of new patent applications was approved. While such
moratorium currently remains in effect, its future is unclear.

UNCERTAINTY OF DEVELOPMENT PROJECTS

It may take several months to years until production of precious metals is
possible using our patented proprietary process, during which time the economic
feasibility of production may change. Development projects have no operating
history upon which to base estimates of future cash operating costs.
Particularly for development projects, estimates of proven and probable reserves
and cash operating costs are, to a large extent, based upon the interpretation
of geologic data obtained from drill holes and other sampling techniques, and
feasibility studies which derive estimates of cash operating costs based upon
anticipated tonnage and grades of ore to be mined and processed, the
configuration of the ore body, expected recovery rates of the gold from the ore,
comparable facility and equipment operating costs, anticipated climatic
conditions and other factors. As a result, it is possible that actual cash
operating costs and economic returns may differ significantly from those
currently estimated. It is not unusual in new mining operations to experience
unexpected problems during the start-up phase. Delays often can occur in the
commencement of production.

MINING RISKS AND RISK OF NONAVAILABILITY OF INSURANCE

The business of gold mining is subject to a number of risks and hazards,
including environmental hazards, industrial accidents, labor disputes,
encountering unusual or unexpected geologic formations or other geological or
grade problems, encountering unanticipated ground or water conditions, cave-ins,
pitwall failures, flooding, rock falls, periodic interruptions due to inclement
or hazardous weather conditions or other unfavorable operating conditions and
other acts of God and gold bullion losses. Such risks could result in damage to,
or destruction of, mineral properties or producing facilities, personal injury
or death, environmental damage, delays in mining, monetary losses and possible
legal liability. We maintain insurance against risks that are typical in the
operation of its business and in amounts that it believes to be reasonable. Such
insurance, however, contains exclusions and limitations on coverage. There can
be no assurance that such insurance will continue to be available, will be
available at economically acceptable premiums or will be adequate to cover any
resulting liability.

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

We are a development stage company and have not generated any revenues from our
new line of business. We have incurred start up costs and other administrative
expenses and have not booked any profits so far.

                                    Page 18
<PAGE>

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

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

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

OUR SUCCESS DEPENDS ON ATTRACTING AND RETAINING KEY PERSONNEL.

The successful development, of our products will depend upon the skills and
efforts of a small group of management personnel, including Steve Cummins, our
Chief Executive Officer; Fran Hargarten, our President; and Marvin Gibbons a
Director and Consultant. 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 mine and process our mineral reserves, acquire new reserves,
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 mining and refining our
reserves, all of which could cause us to lose both customers and market share
and ultimately cease operations.

                                    Page 19
<PAGE>

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 a reverse acquisition and has entered into and
departed from new lines of business 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.

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

                                    Page 20
<PAGE>

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.



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

We are currently a party to the following lawsuits:

    a)   Digital Bridge, Inc. v S & W Consulting, Inc. et al filed February,
         2002 in the United States District Court, District of Phoenix. We are
         asking for unspecified damages for breach of contract, fraud et. al.
         arising out of a block stock purchase that Defendants did not pay for
         in full. Defendants have filed an answer and counterclaims in the suit,
         which we intend to vigorously contest. Our claim has recently been
         dismissed without prejudice due to the Company's lack of legal counsel.
         The Company is in the process of obtaining legal counsel so as to
         refile its complaint. 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)   Creditors Adjustment Bureau, Inc., v Digital Bridge, Inc. filed April,
         2002 in Superior Court of California, County of Los Angeles. The
         plaintiff, as assignee, is seeking damages in the amount of
         approximately $32,000 plus pre-judgment interest, attorney's fees and
         court costs for breach of contract for legal services allegedly
         supplied to Tantivy (formerly Digital Bridge, Inc.) by the Law Firm of
         Arter & Hadden. We have not filed an answer in the suit. 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.
         Substantially the entire amount claimed in this lawsuit has been
         accrued in the financial statements.

    c)   Bowne of Phoenix, Inc. v. Digital Bridge, Inc. filed October, 2001 in
         Superior Court of Arizona, County of Maricopa. The plaintiff, is
         seeking damages in the amount of approximately $7,000 plus pre-judgment
         interest, attorney's fees and court costs for breach of contract for
         services allegedly supplied to the Company. We have filed an answer 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,

                                    Page 21
<PAGE>

         litigation is subject to inherent uncertainties. The Company has signed
         a stipulation of judgement in this matter calling for the Company to
         pay approximately $12,000 on or before December 17, 2002, of which it
         is currently in default. Substantially the entire amount claimed in
         this lawsuit has been accrued in the financial statements.

Item 2.  Changes in Securities

         The company effectuated a 1-5 reverse stock split on December 18, 2002

Item 3.  Defaults Upon Senior Securities

         None

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


         None


Item 5. Other Information

         None


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

         None


                                   SIGNATURES

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



THE TANTIVY GROUP, INC.


 By:  /s/ Steve Cummins
----------------------------------
Steve Cummins
Chief Executive Officer and a Director
Date: May 19, 2003

                                    Page 22
<PAGE>

                                  CERTIFICATION


         In connection with the Quarterly Report of The Tantivy Group, Inc. and
Subsidiaries (the "Company") on Form 10-QSB for the period ending March 31, 2003
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Steve Cummins, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

    (1)  The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

    (2)  The information contained in the Report fairly presents, in all
         material respects the financial condition and results of the Company.

                                   By: /s/ Steve Cummins

                                   -------------------------------------
                                    Chief Executive Officer
                                          Date: May 19, 2003


                                    Page 23
<PAGE>


                          CERTIFICATION PURSUANT TO THE
                               SARBANES-OXLEY ACT

I, Steve Cummins, the Chief Executive Officer of The Tantivy Group, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-QSB of The Tantivy Group,
Inc. and Subsidiaries;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to me by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report my conclusions about the
         effectiveness of the disclosure controls and procedures based on my
         evaluation as of the evaluation date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6. I have indicated in this annual report whether there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

                                   By: /s/ Steve Cummins

                                   ------------------------------------
                                    Chief Executive Officer
                                    Date: May 19, 2003

                                    Page 24