U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 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 February 8, 2002 88,168,618
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 sheet of Digital
    Bridge, Inc. as of December 31, 2001 and the related consolidated statements
    of operations for the three months and six months ended December 31, 2001
    and 2000, and the consolidated statements of cash flows for the six months
    ended December 31, 2001 and 2000.  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 not generated
    sufficient revenues to achieve profitability, and unless it can successfully
    expand its operations and obtain equity capital or financing, there is
    substantial doubt about the Company's ability to continue as a going
    concern.  Management's plans regarding this matter are described in Note 8
    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 & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
  February 11, 2002





                         PART I - FINANCIAL INFORMATION


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

       FIX FOR CURRENT QUARTER

    Condensed Consolidated Balance

    Sheet as of December 31, 2001 and June 30, 2001 ...........................2

    Condensed Consolidated Statement
    of Operations for the six months and three months
    Ended December 31, 2001 and 2000...........................................3

    Condensed Consolidated Statement
    of Cash Flows for the Six Months
    Ended December 31, 2001 and 2000      .....................................4

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




Digital Bridge, Inc.
Consolidated Balance Sheets

                                            (unaudited)
                                            12/31/2001      6/30/2001

ASSETS
CURRENT ASSETS

Cash and Cash Equivalents                   $     3,492     $   5,391
Receivables, net                                 58,800        57,494
Related Party Receivables                             0       474,733
Prepaid Expenses & Other Current Assets           7,294             0

TOTAL CURRENT ASSETS                        $    69,586   $   537,618

OTHER ASSETS

Furniture & Equipment
(net of accumulated depreciation)             170,256         220,514
Other Assets                                   45,869          26,873
StoreChoice.com assets                         79,200          79,200

TOTAL ASSETS                               $   364,911     $  864,205

LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES

Trade Payables                              $   328,538    $   351,166
Accrued Expenses                                509,544      1,853,130
Unearned Revenue                                 46,975         27,736
Capital Leases Payable                           51,513         65,237
Notes Payable                                         0              0
Investment in Joint Venture                           0        212,308

TOTAL CURRENT LIABILITIES                  $     936,570  $  2,509,577

LONG TERM LIABILITIES
Leases Payable                                         0             0
Notes Payable                                    385,465       306,189

TOTAL LIABILITIES                          $  1,322.035  $   2,815,766

Common Stock($.001 par value, 200,000,000 Shares authorized,
83,984,618 and 48,376,143 outstanding)
                                                83,984          48,376
Preferred Stock
($.001 par value, 20,000,000 Authorized 0 and 244,000 outstanding)
                                                     0            244
Additional Paid In capital                  7,933,741        5,297,221
Subscription Receivable                        (8,700)               0
Retained Earnings (deficit)                (8,966,149)      (7,297,402)

TOTAL STOCKHOLDERS EQUITY                    (957,124)      (1,951,561)

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY  $   364,911    $    864,205



The accompanying notes are an integral part of this financial statement

See Accountants Review Report

Digital Bridge, Inc.
Consolidated Statements of Operations (Unaudited)

                     6 mos ended    6 mos ended 3 mos ended 3 mos ended
                      12/31/2001    12/31/2000  12/31/2001  12/31/2000

Revenue             $     58,445    $  984,389  $   28,679   $  389,994

Cost of goods sold       144,423       550,535      79,618      106,264

Gross Income             (85,978)      433,854     (50,939)     283,730

General & Administrative Expenses

Salaries & Benefits      497,936     1,312,385     339,646      883,670
Professional Fees         90,573       237,847      22,462      179,048
Depreciation & Amortization 50,257      67,834      24,469       32,568
Office Expense            94,688      571,616       61,466      218,125
Bad Debt Expense         284,003      169,647      284,003      132,750
Marketing & Public Relations 532,105   34,295      500,830       17,148
Taxes                          0        6,160            0        4,560

Total General & Admin Expenses
                        1,549,562   2,399,784    1,232,876    1,467,869

Net Loss from operations
                       (1,635,540) (1,965,930)  (1,283,815)  (1,184,139)

Other Income & (Expenses)
Interest expense(net of interest income)
                         (42,693)    (43,955)      (31,802)           0
Gain on Sale of Assets     9,486           0         9,486            0
Equity Investment loss in Garra Sciences
                               0           0        (5,654)           0

Net Loss            $ (1,668,747)$(2,009,885)$  (1,311,785) $(1,184,139)

Loss Per Common share-Basic & Diluted$
                          (0.025)    $(0.046)     $ (0.018)  $   (0.028)

Average Weighted Shares66,180,381  43,990,750   71,560,242   41,692,000



The accompanying notes are an integral part of this financial statement

See Accountants Review Report

Digital Bridge
Consolidated Statements of Cash flows (unaudited)

                                                6 mos ended     6 mos ended
                                                12/31/2001      12/30/2000

OPERATING ACTIVITIES

Net Loss                                      $ (1,668,747)   $ (2,009,885)
Adjustments to reconcile net loss
 To net cash used by operations
NonCash Adjustments
  Bad Debts                                         284,003        169,647
  Depreciation & Amortization                        50,257         67,834
Decrease (Increase) in Receivables                  (22,884)      (115,797)
Decrease (Increase) in Prepaid Expenses
 and other Current Assets                           ( 7,294)      ( 17,228)
Decrease (Increase) in other Assets                 (18,995)         1,647
Increase (decrease) in Trade Payables               578,752         75,574
Increase (decrease) in unearned revenue              19,239              0
Increase (decrease) in Accrued Expenses             147,941        138,230
Increase (decrease) in Accrued Compensation         345,357         55,532

    Net Cash used by Operating Activities          (292,371)    (1,634,426)

INVESTING ACTIVITIES
  Purchase of furniture and equipment                     0        (96,999)

    Net Cash used by Investing activities                 0        (96,999)

FINANCING ACTIVITIES
  Proceeds from Notes Payable                        16,700              0
  Repayments of Notes Payable                          (136)      (148,457)
  Repayments of Leases Payable                      (13,724)        54,812
  Proceeds from issuance of common stock
    and receipt of additional paid in capital       287,632      1,634,515

   Net Cash provided by financing activities        290,472      1,540,870

DECREASE IN CASH AND CASH EQUIVALENTS                (1,899)      (190,556)

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

CASH AND CASH EQUIVALENTS, end of period              3,492         42,509

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During Period for Interest                    673          6,414

NONCASH FINANCING ACTIVITIES
Stock issued in Lieu of compensation              1,787,367               0
Conversion of Notes & Interest Payable to Stock      80,536               0
Conversion of Preferred Stock to Common Stock        (2,440)              0
Conversion of Accounts Payable to Notes Payable      93,730               0
Stock issued for services                           507,650               0
Write-off of Investment in Garra Joint Venture and
Garra Receivables                                   262,425               0

The accompanying notes are an integral part of this financial statement

See Accountants Review Report



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DIGITAL BRIDGE, INC. AND SUBSIDIARIES
DECEMBER 31, 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
providing management, sales, distribution, marketing, and technology services.
The Company has historically provided primarily Internet and Web based
technology related services and is planning to expand operations into the
nutraceutical and entertainment industries.

    Segment Data:
    ----------------

    Entertainment
    ----------------
On November 8, 2001 the Company formed a wholly owned subsidiary, Tantivy
Entertainment, Inc. ("Entertainment") for the purpose of capitalizing on under
valued catalogs, artists' productions, and venue opportunities.  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.  Entertainment is also negotiating with various parties for the
purchase of catalogs.

    Nutritional Supplements
    ----------------------------
The Company is in the process of forming a wholly owned subsidiary called
Tantivy Sciences, Inc. through which it plans to enter the nutritional
supplement market.  In January 2002, the Company entered into a licensing
agreement with V-Tech, LLC granting exclusive rights to manufacture and
distribute a specific smoking cessation product.  The agreement is for a
five-year term with automatic annual renewals and requires the Company to pay
royalties to V-Tech, LLC in the amount of 20% of gross revenues from product
sales, with a minimum payment of $35,000 each quarter.

The Company had formerly planned to enter the nutritional supplement market
through Garra Sciences, Inc. ("Garra"), a joint venture that began in June 2001,
of which the Company owned 32%.  The joint venture agreement provided that the
Company was to receive fees for management services, facilities, and Web site
development and that the Company was to raise $5,000,000 within 90 days or the
agreement was to terminate.  In December, 2001 the parties agreed to terminate
the joint venture because the terms of the agreement were not met, and Garra was
dissolved.  Amounts written off to bad debt expense as a result of the
dissolution of Garra totaled $268,079 and comprised of receivables for
management services, Web site development, and pre-incorporation expenses paid
by the Company to or on behalf of Garra totaling $474,733, less the equity
investment liability in Garra in the amount of $206,654.

    Technology
    -------------
The Company has developed Web sites, Internet solutions, and software
applications for use by its subsidiaries and outside clients.  The Company plans
to form a wholly owned subsidiary called Tantivy Technologies, Inc. to manage
the design and development of its technology services.

In September 2000 the Company acquired a wholly owned subsidiary, Online
Television Network Services, Inc. (OTVnet), a California corporation established
in 1997.  OTVnet creates and sells online administration and communication tools
to labor unions and their associated benefits trust organizations.  In January
2002, the Company executed a letter of Intent for the sale of OTVnet's assets
and customer files and other technology related assets of the Company.  The sale
is expected to be finalized in March, 2002.  The Company will retain a license
for the technology products it has developed to use for internal purposes.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

               a.   Basis of Presentation:
                    -----------------------------
The condensed consolidated financial statements of Digital Bridge, 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 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 the
development of new products and services and expansion of operations into new
industry segments.  Certain financial information that is not required for
interim financial reporting purposes has been omitted.

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.   Principles of Consolidation:
                    --------------------------------------
The consolidated financial statements include the accounts of the Company and
its subsidiaries, Online Television Network Services, Inc. and Tantivy
Entertainment, Inc.  All significant intercompany balances and transactions have
been eliminated in consolidation.

               c.   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.

                d.   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 $11,080 the period ended
December 31, 2001.

               e.   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.


               f.   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. Revenue on products sold is recognized upon delivery
of the product to the purchaser.

                g.  Advertising Costs
                    --------------------------
The Company expenses all advertising costs, including direct response
advertising costs, as they are incurred.  Advertising expense for the periods
ended December 31, 2001 and 2000 was $ -0- and $34,295.

                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".
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.  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.

                k.  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 December 31, 2001:

                                                            12/31/01

                    Office equipment               $          361,982
                    Furniture and fixtures                     76,944
                    Leasehold Improvements                      8,782
                    ---------------------------------------------------
                                                               447,70
                                                                    8
                    Less accumulated depreciation            (277,452)
                    ----------------------------------------------------
                                                         $    170,256
                    ============================================================

Depreciation expense amounted to $50,257 for the six month period ended December
31, 2001.


NOTE 4 - LEASE COMMITMENTS:

As of December 31, 2001 the Company was leasing office space in one location
under an operating lease agreement.  The term of the agreement is three years
commencing August 1, 2000 with monthly rental payments of $5,567 and 10.9% share
of the building operating expenses.  Rent expense was $59,323 and $163,260 for
the six-month periods ended December 31, 2001 and 2000, respectively.


NOTE 5- NOTES PAYABLE:

                    Notes payable consisted of the following at December 31,
                    2001:

                  i) A $100,000 note payable, of which the remaining balance is
                  $77,116, 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, the note holder received 30,000
                  warrants to purchase the Company's common stock at an exercise
                  price of $.59 per share.  The company is presently in
                  repayment negotiations with the note holder, which will
                  include an additional 30,000 warrants to purchase the
                  Company's common stock at an exercise price of $.05 per share.

                  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) Notes payable to John Flanders Jr., for $98,234 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.
                  iv) A note payable to Seth D. Heyman, for $1,200 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.

                  v) Notes payable to John Flanders, Sr., for $38,000 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.

                  vi) A $93,730 note payable to stockholder for consulting
                  services rendered, with interest at 8%.  The note is due
                  January 2, 2003.

                  vii) A line of credit, payable on demand, in the amount of
                  $8,552 due to Wells Fargo bank, with interest at 11.25%.

                  vii) A line of credit, payable on demand, in the amount of
                  $18,633 due to Bank of America, with interest at 9.32%.



NOTE 6 - CAPITALIZED LEASES
As of December 31, 2001, the Company had capitalized leases obligations of
$51,513.  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
December 31, 2001.



NOTE 7 - RELATED PARTY TRANSACTIONS:

The Company's wholly owned subsidiary, Tantivy Entertainment, Inc. has entered
into a distribution agreement with 3G Entertainment LLC for the distribution of
two CD's recorded by the Boys Choir of Harlem.  3G Entertainment is owned by
officers of Tantivy Entertainment, Inc. and Arverne Associates, Inc., a company
owned by certain officers of Digital Bridge, Inc.


NOTE 8 - CONTINGENCIES:

The Company 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 or financing.  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 September 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.

On June 12, 2001 the Company entered into a Joint Venture for the formation of
Garra Sciences, Inc. (Garra), of which we owned 32%. The Joint Venture Agreement
provided that if the Company did not raise $5,000,000 within ninety days, the
Joint Venture would terminate.  In December, 2001 the joint venturers agreed to
the dissolution of Garra Sciences, Inc.

On July 25, 2001 the Company entered into a Joint Venture for the formation of
Parmula Therapeutics, Inc., of which we owned 48%.  In November we 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 prevented Parmula from marketing the proposed
products until such time as a bond is posted with the FTC. Because of this
letter the Company decided not to continue with the Parmula Joint Venture.


In November, 2001 the Company formed a wholly owned subsidiary, Tantivy
Entertainment, Inc. ("Entertainment") and expanded its operations into the
entertainment business. Entertainment has recently signed an agreement giving it
the exclusive distribution rights to music recorded by the Emmy Award winning
Boys Choir of Harlem. The Company has also signed an agreement giving the
Company the exclusive rights to market the Techno Boxeo Basic Video recording
and the Techno Boxeo Advanced video recording, featuring Felicia Mercado.
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 actively seeking other products to license and
distribute and is also seeking to produce product of its own.
The Company is in the process of forming a wholly owned subsidiary, Tantivy
Sciences, Inc., through which it plans to enter the $49 billion nutritional
supplement market.  In January, 2002 the Company entered into a licensing
agreement with V-Tech LLC, which gives the Company the exclusive license to
distribute a smoking cessation product called "Natural Smokeless".  The Company
is actively seeking other products to license and distribute.

We also provide Internet technology solutions through the 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. In
January, 2002 we executed a Letter of Intent for the sale of our technology
assets. We anticipate finalizing this sale in March, 2002.

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.

The Company operates through three separate but complementary lines of business.
Each line of business 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.  The lines of business are
as follows:

(1) Nutritional Supplements:  Tantivy Sciences will be responsible for
negotiating and establishing joint ventures, strategic alliances, mergers,
acquisitions and other arrangements in the nutritional supplement market and
related fields. The Company has a license to distribute a smoking cessation
product.

(2) Entertainment: Formed November 8, 2001, Tantivy Entertainment Inc.'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 along with the Techno Boxeo Basic
Video recording and the Techno Boxeo Advanced video recording, featuring Felicia
Mercado. 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) Technology:  Our technology development division focuses 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. The Company
has developed software applications, which it incorporates into products sold or
utilized by our other subsidiaries, or by outside clients.   We also provide the
Venture Technology services mentioned above, and thus assist our customers in
building and managing their own e-businesses, while retaining a significant
equity percentage of the customers' enterprise.

(4)  OTVnet, Inc., a wholly owned subsidiary acquired in September 2000, is part
of our technology division.  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. In January,
2002 we executed a Letter of Intent for the sale of OTVnet's technology assets,
its customer files, and other technology related assets of the Company. We
anticipate finalizing this sale in March, 2002.

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

We offer our products in several different markets through our subsidiaries,
which renders us better able to.

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



RESULTS OF OPERATIONS

REVENUES

Total revenues for the six months ended December 31, 2001 totaled $58,445. This
was a decrease of approximately 94% from the prior year. Such decrease was
mainly the result of Company leaving the web development business and beginning
to expand its operations into the nutritional supplement and entertainment
markets.

COST OF SALES

Costs of sales for the six-month periods ended December 31, 2001 and 2000 was
$144,423 and $550,535.  This was a decrease of approximately 74% and 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 in order to cut costs and enhance profitability.
Salaries and benefit costs decreased approximately 62% from $1,312,385 for the
six months ended December 31, 2000 to $497,936 for the six months ended December
31,2001 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 $90,573 for the six-month period ended
December 31, 2001 and $237,847 for the six months ended December 31, 2000.  The
fees for the prior year were higher than normal due to thetart-up costs
incurred from the mergers and acquisitions during 2000.


Office Expenses for the six-month period ended December 31, 2001 was $94,688, a
60% decrease from the six-month period ended December 31, 2000. This was the
result of the consolidation of offices and other cost cutting implemented during
the quarter.

Bad Debt expense for the six month periods ended December 31, 2001 and 2000 was
$284,003 and $169,647, respectively.  The increase is due to the dissolution of
the Joint Venture, Garra Sciences, Inc. and the write off of the related net
assets.

Marketing and Public Relations Expenses for the six-month period ended December
31, 2001 was $532,105 a huge increase from the six-month period ended December
31, 2000. This was the result of the Company attempting to publicize its new
ventures and products.

Depreciation is calculated on a straight-line basis with assets recorded at cost
and depreciated with a life of three to and seven years. Depreciation expense
for the six-month period ended December 31, 2001 was $50,257 and $67,387 for the
six-month period ended December 31, 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 December 31, 2001 is approximately $5,535,580 million.
These carry-forwards will be available to offset future taxable income and
expire beginning in 2019. Deferred income tax assets arising from such loss
carry forwards have been fully reserved as of December 31, 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 December 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 December 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
December 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $292,371 for the six months ended
December 31, 2001 and $1,634,426 for the six-month period ended December 31,
2000.

Net cash provided by financing activities was $290,472 for the six months ended
December 30. 2001. The majority of this was from the exercise of options.

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
2002. 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, to develop new or enhance existing products, or to acquire
complementary products, assets and businesses. 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 and calendar year.  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 or assets 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.
Music sales, and worldwide music sales in general, are dominated by a few
"major" music entertainment companies and several larger "independent" labels.
Each of the major entertainment companies has one, and in some cases two or
three, labels under which they record, promote and sell music. In addition,
several smaller independent recording companies exist in competition with the
Company.
Competition for radio airtime, music retail shelf space, and video broadcast
time is intense. This competition cuts across all music genres. There is also
substantial competition among music labels to sign new artists and renew the
contracts of successful artists. All of the Company's competitors are larger and
better capitalized than 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 mergers and market diversification, 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 under two
years.  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, 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 Jerome Bowie the Managing Director of Tantivy
Entertainment. 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, marketing and support personnel in our emerging industries
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 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 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 nutritional supplements or
entertainment products 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 10QSB, 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 and publicly traded entertainment companies, as well as industry
analysts, have announced that there is a slow-down in sales of nutritional
supplements and of CD's. There can be no assurance that an adverse change in
size or growth rate of the nutritional supplement and entertainment markets 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 new subsidiaries 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 in the nutritional supplement
business 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.

During January 2002, the Company elected Dan Liniger to the Board of Directors
replacing Ken Paganini who resigned to pursue other interests.

During January, 2002 Tantivy Sciences signed a licensing deal with V-Tech LLC
for an exclusive license to manufacture and distribute a smoking cessation
product known as "Natural Smokeless"

During January, 2002 The Company signed a letter of intent with Neterprises,
Inc. to sell its technology assets along with the technology assets of OTVnet
and OTVnet's customer files.

During February, 2002 the Company signed a term sheet with the Mercator Momentum
Fund for an equity line that can total up to $1,200,000.


                           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. On January 16, 2002 a judgment was entered
against the Company. The company has filed a motion to vacate such judgment.
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)  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 of operations,
litigation is subject to inherent uncertainties.
c)  Digital Bridge, Inc. v S & W Consulting, Inc. et al filed 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. At the present time, we are
still attempting to serve Defendants.


Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

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


        None


Item 5. Other Information

        None


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

        None

                                   SIGNATURES

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



                                   DIGITAL BRIDGE, INC.



                                    /s/ John C.  Flanders, Jr.
                                   ------------------------------
                                   By:  John  C.  Flanders, Jr.
                                   Its:  Chief Executive Officer
                                   Date:  February 8, 2002

                                    /s/ Scott M. Manson
                                   ------------------------------
                                   By:  Scott M. Manson
                                   Its:  President, Chief Financial
                                         Officer and Chief Accounting Officer
                                   Date:  February 8, 2002