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

FORM 10-QSB

| |  |                                                                                                                                        
| |  | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 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)

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes 
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 May 7, 2001 49,205,143
shares of common stock, par value $.001, were issued and outstanding.

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



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INDEPENDENT ACCOUNTANTS REPORT

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

We have reviewed the accompanying consolidated balance sheets of
Digital Bridge, Inc. as of March 31, 2001 and the related
consolidated statements of changes in stockholders equity and operations for
the nine months ended March 31, 2001 and 2000, and the consolidated statements
of cash flows for the nine months ended March 31, 2001 and 2000 in accordance
with standards
established by the American Institute of Certified Public Accountants. All
information included in these consolidated financial statements is the
responsibility of the Companys management.

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

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

/s/ Rotenberg & Company, LLP

Rotenberg & Company, LLP
Rochester, New York
   May 11, 2001

2



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|                               |                                                                                                                                                       |  |  |  |  |  |  | 
|------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I - FINANCIAL INFORMATION
|                               | CONDENSED CONSOLIDATED BALANCE
                  SHEET AS OF MARCH 31, 2001 AND JUNE 30, 2000                                                        
|                               | CONDENSED CONSOLIDATED STATEMENTS
     OF OPERATIONS FOR NINE MONTHS AND THREE MONTHS
     ENDING MARCH 31, 2001 AND MARCH 31, 2000                  
|                               | CONDENSED CONSOLIDATED STATEMENT OF
     CASH FLOW FROM OPERATIONS FOR THE NINE MONTHS AND THREE MONTHS
     ENDING MARCH 31, 2001 AND MARCH 31, 2000
|                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                                                                                 



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PART I FINANCIAL INFORMATION

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

|                                                                                                                            |  |  |   | 
|--------------------------------------------------------------------------------------------------------------------------- |  |  | - | 
|Condensed Consolidated Balance                                                                                             
|Sheet as of March 31, 2001 and June 30, 2000                                                                                |  |  | 4 | 
|
|Condensed Consolidated Statement
of Operations for the Nine Months and Three months
Ended March 31, 2001 and March 31, 2000 |  |  | 5 | 
|
|Condensed Consolidated Statement
of Cash Flows for the Nine Months and Three Months
Ended March 31, 2001 and March 31, 2000 |  |  | 6 | 
|
|Notes to Condensed Consolidated
Financial Statements                                                                        |  |  | 7 | 

3



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DIGITAL BRIDGE, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)

|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |   |           |   |           |  
|------------------------------------ |  | ------------------------------------------------------------------------------------------ | --------- | ------ | ---------- | - | --------- | - | ---------- | ------ | ---------- | - | ---------- | - | --------- | - | --------- | -
|                                     |  |                                                                                            |           | Mar 31 |            |   | June 30   |   |            | Mar 31 |            |   | June 30    |  
|                                     |  |                                                                                            |           | 2001   |            |   | 2000      |   |            | 2000   |            |   | 1999       |  
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|ASSETS                              
|                                    
|                                    
|                                    
|                                    
|CURRENT ASSETS:                     
|                                    
|                                    
|                                    
|                                    
|                                     |  | Cash and cash equivalents                                                                  |           | $      | 2,695      |   |           | $ | 167,951    |        |            | $ | 668,343    |   |           | $ | 63,997    |  
|                                    
|                                    
|                                    
|                                    
|                                     |  | Receivables                                                                                |           |        | 559,518    |   |           |   | 142,109    |        |            |   | 123,809    |   |           |   | 150,036   |  
|                                    
|                                    
|                                    
|                                    
|                                     |  | Prepaid expenses                                                                           |           |        | 16,907     |   |           |   | 59,128     |        |            |   | 39,681     |   |           |   | 13,123    |  
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|                                     |  |                                                                                            | 579,120   |        |            |   | 369,188   |   |            |        | 831,833    |   |            |   | 227,156   |  
|                                    
|                                    
|                                    
|                                    
|FURNITURE AND EQUIPMENT, net         |  |                                                                                            | 238,029   |        |            |   | 314,511   |   |            |        | 373,194    |   |            |   | 261,498   |  
|                                    
|                                    
|                                    
|                                    
|OTHER ASSETS                         |  |                                                                                            | 31,777    |        |            |   | 39,977    |   |            |        | 19,937     |   |            |   | 357,636   |  
|                                    
|                                    
|                                    
|                                    
|INVESTMENT IN SECURITIES             |  |                                                                                            | 180,000   |        |            |   |          |   |            |        |           |   |            |   |          |  
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|                                     |  | $                                                                                          | 1,028,926 |        |            | $ | 723,676   |   |            |        | 1,224,964  |   |            |   | 846,290   |  
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY
|                                    
|                                    
|                                    
|                                    
|CURRENT LIABILITIES:                
|                                    
|                                    
|                                    
|                                    
|                                     |  | Trade payables                                                                             |           | $      | 348,008    |   |           | $ | 256,792    |        |            | $ | 163,428    |   |           | $ | 101,658   |  
|                                    
|                                    
|                                    
|                                    
|                                     |  | PrePaid Services                                                                           |           |        | 78,377     |   |           |   |           |        |            |   |           |   |           |   |          |  
|                                    
|                                    
|                                    
|                                    
|                                     |  | Accrued expenses                                                                           |           |        | 341,755    |   |           |   | 17,099     |        |            |   | 40,861     |   |           |   | 19,407    |  
|                                    
|                                    
|                                    
|                                    
|                                     |  | Leases payable                                                                             |           |        | 68,862     |   |           |   | 73,764     |        |            |   | 9,274      |   |           |   |          |  
|                                    
|                                    
|                                    
|                                    
|                                     |  | Notes Payable                                                                              |           |        | 365,830    |   |           |   | 967,176    |        |            |   | 2,354,966  |   |           |   | 1,378,177 |  
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|                                     |  |                                                                                            | 1,202,832 |        |            |   | 1,314,831 |   |            |        | 2,568,529  |   |            |   | 1,499,242 |  
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|LONG-TERM LIABILITIES               
|                                    
|                                    
|                                    
|                                    
|                                     |  | Leases payable                                                                             |           |        |           |   |           |   | 4,551      |        |            |   | 6,316      |   |           |   |          |  
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|                                     |  |                                                                                            | 1,202,832 |        |            |   | 1,319,382 |   |            |        | 2,574,845  |   |            |   | 1,499,242 |  
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|STOCKHOLDERS (DEFICIT) EQUITY:     
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|                                     |  | Common stock, $.001 par value, 50,000,000 authorized
and 48,319,500 issued and outstanding |           |        | 48,319     |   |           |   | 41,692     |        |            |   | 41,692     |   |           |   | 41,692    |  
|                                    
|                                    
|                                    
|                                    
|                                     |  | Additional paid-in capital                                                                 |           |        | 4,567,792  |   |           |   | 2,029,825  |        |            |   | 1,024,875  |   |           |   | 61,875    |  
|                                    
|                                    
|                                    
|                                    
|                                     |  | Retained earnings (deficit)                                                                |           |        | (4,790,017 | ) |           |   | (2,667,223 | )      |            |   | (2,416,448 | ) |           |   | (756,519  | )
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|                                     |  |                                                                                            | (173,906  | )      |            |   | (595,706  | ) |            |        | (1,349,881 | ) |            |   | (652,952  | )
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  
|                                     |  | $                                                                                          | 1,028,926 |        |            | $ | 723,676   |   |            |        | 1,224,964  |   |            |   | 846,290   |  
|                                     |  |                                                                                            |           |        |            |   |           |   |            |        |            |   |            |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

4



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DIGITAL BRIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR NINE MONTHS AND THREE MONTHS ENDING MARCH 31, 2001
AND MARCH 31, 2000
(UNAUDITED)

|                                          |       |           |            |       |            |   |            |   |            |      |            |   |          |   |            |   |          |  
|----------------------------------------- | ----- | --------- | ---------- | ----- | ---------- | - | ---------- | - | ---------- | ---- | ---------- | - | -------- | - | ---------- | - | -------- | -
|                                          |       |           |            | 2001  |            |   | 2000       |   |            | 2001 |            |   | 2000     |  
|                                          |       |           |            |       |            |   |            |   |            |      |            |   |          |  
|REVENUE                                   |       | $         | 1,635,652  |       |            | $ | 921,544    |   |            |      | 651,263    |   |          |   | 371,811    |  
|                                         
|                                         
|                                         
|                                         
|COST OF SALES                             |       |           | 821,094    |       |            |   | 1,159,551  |   |            |      | 270,599    |   |          |   | 426,286    |  
|                                          |       |           |            |       |            |   |            |   |            |      |            |  
|GROSS PROFIT                              |       |           | 814,558    |       |            |   | (238,006   | ) |            |      | 380,704    |   |          |   | ( 54,476   | )
|                                          |       |           |            |       |            |   |            |   |            |      |            |  
|OPERATING EXPENSES:                      
|                                         
|                                         
|                                         
|                                         
|Salaries and benefits                     |       |           | 1,568,112  |       |            |   | 453,556    |   |            |      | 255,726    |   |          |   | 175,130    |  
|                                         
|                                         
|                                         
|                                         
|Professional fees                         |       |           | 292,224    |       |            |   | 92,101     |   |            |      | 54,378     |   |          |   | 61,444     |  
|                                         
|                                         
|                                         
|                                         
|Depreciation                              |       |           | 97,109     |       |            |   | 61,083     |   |            |      | 29,275     |   |          |   | 60,150     |  
|                                         
|                                         
|                                         
|                                         
|Office and Other                          |       |           | 938,348    |       |            |   | 744,414    |   |            |      | 162,790    |   |          |   | 295,208    |  
|                                         
|                                         
|                                         
|                                         
|                                          | Taxes |           |            | 6,160 |            |   |            |  |            |      |            |  |          |   |            |  |         
|                                          |       |           |            |       |            |   |            |   |            |      |            |  
|TOTAL OPERATING EXPENSES                  |       |           | 2,901,952  |       |            |   | 1,351,155  |   |            |      | 502,168    |   |          |   | 591,932    |  
|                                         
|                                         
|                                         
|                                         
|NET LOSS BEFORE INTEREST                 
|                                         
|                                         
|                                         
|                                         
|                                          |       | AND TAXES |            |       | (2,087,394 | ) |            |   | (1,589,161 | )    |            |   | (121,464 | ) |            |   | (646,408 | )
|                                         
|                                         
|                                         
|                                         
|INTEREST EXPENSE (net of
Interest Income) |       |           | 35,400     |       |            |   | 70,768     |   |            |      | (8,555     | ) |          |   | 14,390     |  
|                                          |       |           |            |       |            |   |            |   |            |      |            |  
|NET LOSS                                  |       | $         | (2,122,794 | )     |            | $ | (1,659,929 | ) |            |      | (112,909   | ) |          |   | (660,798   | )
|                                          |       |           |            |       |            |   |            |   |            |      |            |  
|LOSS PER COMMON SHARE                     |       |           | (0.047     | )     |            |   | (0.040     | ) |            |      | (0.002     | ) |          |   | (0.016     | )
|                                          |       |           |            |       |            |   |            |   |            |      |            |  
|AVERAGE WEIGHTED SHARES                   |       |           | 45,005,750 |       |            |   | 41,692,000 |   |            |      | 47,304,500 |   |          |   | 41,692,000 |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

5



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DIGITAL BRIDGE, INC.
CONDENSED CONSOLIDATED CASH FLOW FROM OPERATIONS
NINE MONTHS ENDING MARCH 31,
(UNAUDITED)

|                                                 |                                                                   |              |                                                                                  |   |        |            |            |      |        |            |  
|------------------------------------------------ | ----------------------------------------------------------------- | ------------ | -------------------------------------------------------------------------------- | - | ------ | ---------- | ---------- | ---- | ------ | ---------- | -
|                                                 |                                                                   |              |                                                                                  |   | 2001   |            |            | 2000 |       
|                                                 |                                                                   |              |                                                                                  |   |        |            |            |      |       
|OPERATING ACTIVITIES:                           
|                                                
|                                                
|                                                
|                                                
|Net loss                                         |                                                                   |              | (2,122,795                                                                       | ) |        |            | (1,659,928 | )   
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net loss to
net cash used by operations:
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   | Depreciation |                                                                                  |   | 97,109 |            |            |      | 61,083 |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   |              | Decrease (increase) in Receivables                                               |   |        | (417,409   | )          |      |        | 26,227     |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   |              | Decrease (increase) Prepaid expenses                                             |   |        | 42,222     |            |      |        | (26,558    | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   |              | Decrease (increase) Other assets                                                 |   |        | 8,200      |            |      |        | 337,699    |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   |              | Increase in Accounts payable                                                     |   |        | 91,216     |            |      |        | 61,770     |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   |              | Increase in Prepaid Services                                                     |   |        | 78,377     |            |      |        |           |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   |              | Increase in Accrued expenses                                                     |   |        | 324,656    |            |      |        | 21,454     |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   |              | Increase (decrease) in Leases Payable                                            |   |        | (9,453     | )          |      |        | 15,590     |  
|                                                 |                                                                   |              |                                                                                  |   |        |           
|                                                 |                                                                   |              | Net cash used by operating activities                                            |   |        | (1,907,877 | )          |      |        | (1,162,663 | )
|                                                 |                                                                   |              |                                                                                  |   |        |           
|INVESTING ACTIVITIES:                           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   |              | Purchase of furniture and equipment                                              |   |        | 20,626     |            |      |        | 172,779    |  
|                                                 |                                                                   |              |                                                                                  |   |        |           
|                                                 |                                                                   |              | Net cash used by investing activities                                            |   |        | 20,626     |            |      |        | 172,779    |  
|                                                 |                                                                   |              |                                                                                  |   |        |           
|FINANCING ACTIVITIES:                           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   |              | Proceeds from issuance of debt                                                   |   |        | 98,654     |            |      |        | 976,788    |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                   |              | Proceeds from issuance of common stock
and receipt of additional paid-in capital |   |        | 1,664,593  |            |      |        | 963,000    |  
|                                                 |                                                                   |              |                                                                                  |   |        |           
|                                                 |                                                                   |              | Net cash provided by financing activities                                        |   |        | 1,763,247  |            |      |        | 1,939,788  |  
|                                                 |                                                                   |              |                                                                                  |   |        |           
|(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |                                                                   |              | (165,256                                                                         | ) |        |            | 604,346    |     
|                                                
|                                                
|                                                
|                                                
|CASH AND CASH EQUIVALENTS, beginning of period   |                                                                   |              | 167,951                                                                          |   |        |            | 63,997     |     
|                                                 |                                                                   |              |                                                                                  |   |        |           
|CASH AND CASH EQUIVALENTS, end of period         |                                                                   |              | 2,695                                                                            |   |        |            | 668,343    |     
|                                                 |                                                                   |              |                                                                                  |   |        |           
|NON-CASH FINANCING ACTIVITIES                   
|                                                
|                                                
|                                                
|                                                
|Conversion of Notes Payable to Capital Stock     |                                                                   |              | 700,000                                                                          |   |        |            |           |     

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

6



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DIGITAL BRIDGE, INC. AND SUBSIDIARY

NOTE 1  GENERAL

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

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

NOTE 2 NATURE OF OPERATIONS

Digital Bridge, Inc. (the Company) is a corporation organized under the
laws of the State of Nevada for the purpose of doing business as a provider
of technology development, website development and management services.

Effective January 31, 2000, the Company and its shareholders entered into a
Reorganization and Stock Purchase Agreement with Black Stallion Management,
Inc. (Black Stallion), a Nevada corporation. Black Stallion was a publicly
traded shell company, which prior to the merger was considered a development
stage company as defined in Statement of Financial Accounting Standards No. 7.
Under the terms of the agreement, the Companys shareholders agreed to exchange
100% of their common stock for 20 million shares of common stock of Black
Stallion.

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

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

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

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

7



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NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:



| |                          
| | -------------------------
| | a. Basis of Presentation:

The Company maintains its accounts on the accrual basis of accounting. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reported period.
Actual results could differ from those estimates.



| |                              
| | -----------------------------
| | b. Cash and Cash Equivalents:

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



| |                 
| | ----------------
| | c. Depreciation:

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



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

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



| |                
| | ---------------
| | e. Investments:

The company enters into certain equity investments for the promotion of
business and strategic objectives, and typically does not attempt to reduce or
eliminate the inherent market risks on these investments. The non-marketable
equity and other investments are included in other assets Non-marketable
investments are recorded at the lower of cost or market. The companys
proportionate share of income or losses from affiliated companies is accounted
for on the equity method and is recorded in interest and other, net.



| |                      
| | ---------------------
| | f. Advertising Costs:

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



| |                   
| | ------------------
| | g. Loss Per Share:

The computation of loss per share is based on the weighted average number of
shares outstanding during the period presented in accordance with
Statement of Financial Accounting Standards No. 128, Earnings Per Share.
(See Note 9)



| |                                          
| | -----------------------------------------
| | h. Recently Enacted Accounting Standards:

Statement of Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income, SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, SFAS No. 132, Employers Disclosure
about Pensions and Other Postretirement Benefits, SFAS No.133 (as amended by
SFAS No. 137 and 138), Accounting for Derivative Instruments and
Hedging Activities, SFAS No. 134, Accounting for Mortgage-Backed
Securities , and SFAS 135, Rescission of FASB No. 75 and Technical
Corrections, were recently issued. SFAS No. 130, 131, 132, 133 (as amended),
134 and 135 have no current application to the Company or there effect on the
financial statements would not have been significant.

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| |                 
| | ----------------
| | i. Income Taxes:

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

NOTE 4 FURNITURE AND EQUIPMENT

Fixed Assets, at cost, is summarized as follows as of March 31,2001 and June
30, 2000:

| |                               |   |          |          |   |         |         |          |  
| | ----------------------------- | - | -------- | -------- | - | ------- | ------- | -------- | -
| |                               |   | March 31 |          |   | June 30 |        
| |                               |   |          |          |   |         |        
| | Office equipment              |   | $        | 361,982  |   |         | $       | 379,182  |  
|
|
|
|
| | Furniture and fixtures        |   |          | 75,741   |   |         |         | 83,028   |  
|
|
|
|
| | Leasehold Improvements        |   |          | 8,782    |   |         |         |         |  
| |                               |   |          |          |   |         |        
| |                               |   | 446,505  |          |   |         | 462,210 |         
|
|
|
|
| | Less accumulated depreciation |   |          | (208,476 | ) |         |         | (147,699 | )
| |                               |   |          |          |   |         |        
| |                               | $ | 238,029  |          |   | $       | 314,511 |         
| |                               |   |          |          |   |         |        

Depreciation expense amounted to $97,109 and $61,083 for the nine-month periods
ended March 31, 2001 and 2000, respectively.

NOTE 5 LEASE COMMITMENTS:

The Company leases office space under two operating lease agreements which both
expire in 2003. Rent expense approximated $209,336 and $53,375 for the
nine-month periods ended March 31, 2001 and 2000, respectively. As of March
31, 2001, future minimum lease payments, by fiscal year, are as follows:

|                       |  |   |         |         | 
|---------------------- |  | - | ------- | ------- | 
|Period ended March 31, | 
|                       | 
|2002                   |  |   | $       | 104,860 | 
|                      
|                      
|                      
|                      
|2003                   |  |   |         | 108,397 | 
|                      
|                      
|                      
|                      
|2004                   |  |   |         | 51,434  | 
|                       |  |   |         |        
|                       |  | $ | 264,691 |        
|                       |  |   |         |        

NOTE 6 INCOME TAXES:

No provision for federal and state income taxes has been recorded because the Company has incurred net operating losses. As of March 31, 2001, the Company
has available for federal and state purposes net operating loss carry forwards. The federal and state carry forwards are available to offset future
taxable income

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and expire beginning in fiscal year 2019. Deferred income tax assets arising from such loss carry forwards have been fully reserved as of March 31, 2001.

NOTE 7 NOTES PAYABLE:

Notes Payable consist at March 31, 2001 of the following:

i) A $100,000 Note payable to a non-related entity with interest accruing
at a rate of 12% per annum which is payable when the note is retired. The note
originally was due January 16, 2001. Along with the Note, Noteholder received
30,000 warrants to purchase the Companys common stock at an exercise price of
$.19 per share. The company has renegotiated the repayment of the loan to
consist of four monthly payments commencing May 7, 2001. In addition Noteholder
is to receive an additional 30,000 warrants to purchase the Companys common
stock at an exercise price of $.05 per share The company is also presently in
negotiations with the note holder to provide services in lieu of cash payments

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

iii) A note payable to stockholder, for $50,000 for consulting services
rendered, with interest at 8%.

iv) Notes payable to John Flanders Jr., for $90,326 with interest at 18%.
Mr. Flanders is the CEO of the company

v) Notes payable to John Flanders, Sr, for $44,500 with interest at 18%.
Mr. Flanders is SVP of finance of the Company and the father of the Company s
CEO

vi) A note payable with an original amount of $20,000 to Scott Kelly with
interest being accrued at 18%. Mr. Kelly was formerly CEO of M &A West that
owns approximately 12,000,000 shares of Company Stock. The balance as of March
31, 2001 was $10,000.

vii) Note payable to Seth D. Heyman, for $3,200 with interest at 18%. Mr.
Heyman is President of OTVnet the Companys wholly owned subsidiary.

NOTE 8 STOCK OPTIONS:

The Company has drafted a stock incentive plan for directors, officers, employees and consultants of the Company and affiliated companies, which would
have provided for nonqualified and incentive stock options. The plan has not been finalized as of March 31, 2001 and as such, no adjustments to the
financial statements have been made to account for any of the plans proposed provisions.

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NOTE 9  LOSS PER SHARE:

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

|                                                                                                         |  |                   |            |   |                   |  |             |  
|-------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- |  | ----------- | -
|                                                                                                         |  | For the           |            |   | For the           | 
|                                                                                                         |  | Nine Months Ended |            |   | Nine Months Ended | 
|                                                                                                         |  | March 31, 2001    |            |   | March 31, 2000    | 
|                                                                                                         |  |                   |            |   |                   | 
|Income (loss) from continuing
Operations available to
Common shareholders
(Numerator)                    |  | $                 | (2,122,794 | ) |                   |  | ($1,659,929 | )
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Weighted average number of
common shares outstanding
used in loss per share for the
period (denominator) |  |                   | 45,005,750 |   |                   |  | 41,692,000  |  

NOTE 10 BUSINESS RISKS:

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

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

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

OVERVIEW

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

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

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

N2Plus was likewise a Phoenix based company. N2Plus flagship product,
n2PlusSynergy, helps businesses create private labeled, instant online
eCommerce stores in a fully integrated solution. n2PlusSynergy will complement DGBIs
suite of Internet Business Applications, enabling business aggregators, portals
and web developers to better serve, monetize and retain their customers.
Founded in 1997 , N2Plus is a business-to-business application service provider.

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

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history of OTVnet and its prospects when integrated into the operating and
business model of DGBI.

Founded in 1998, OTVnet designs and manages comprehensive Human Resource
Systems for the labor unions and the construction industry, specifically, in the design
and development of benefits Internet sites for multi-employer union pension, health
and welfare trust organizations. OTVnet has created an industry leading
Benefits Trust Web product and is positioning itself to serve unionized trade
organizations on a nationwide basis.

As a result of the merger transactions, the Company relocated its corporate
headquarters and technical operations to Phoenix, Arizona, maintaining an
administrative office in Burlingame, California. The office in Burlingame was
closed effective January 12, 2001 and all remaining personnel in that office
resigned their positions. OTVnet remains as a wholly owned subsidiary. The
office in San Diego was closed effective April 18, 2001 and most of the
personnel in that office were terminated. The combined entity of DGBI commands
expertise in strategic planning, creative design, corporate brand development,
technical architecture and complex information and integration systems. The
Company continues to integrate the acquired operating units and complementary
technology.

During April and May, the Company formed three wholly owned subsidiaries, DB
Capital Management, Inc., NowTools, Inc. and DB Technologies, Inc. to better
delineate its varied lines of business.

On May 2, 2001, DB Capital Management, Inc., a wholly owned subsidiary of the
Company entered into a Joint Venture Agreement with Optigene-X LLC and
WorldLinxs LLC to form Optigenix International Corporation (OIC). This
Agreement was further amended on May 4, 2001 to included CampaMed LLC. The
Agreement provides for OIC to have exclusive worldwide continual distribution
rights to the Optigene-X and CampaMed line of anti-aging nutraceuticals.
Pursuant to the agreement DB Capital Management will own thirty percent (30%)
of OIC.

The focus of The Company is to be on International Business Architect, which provides
management, sales, marketing, and Internet enterprise solutions through a suite
of proprietary applications and professional services, empowering businesses
from concept to click.

The Company develops new Internet and communication technologies, which it
incorporates into products that it sells to specific market segments. The
Company also acquires, builds, business enterprises throughout the world, and
assists its customers in building and managing their own businesses, while
retaining a significant equity percentage of its customers enterprise.

The Company develops and provides both products and services. On the product
side, the Company has developed among other products:



| | (1) |  | The Remote Publishing System, a software application that enables
users with little or no technical skills to create and maintain dynamic
web pages;                                     
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | Synergy, a software application that allows for the fast and easy
creation of vibrant e-commerce sites;                                                                                  
|
| | (3) |  | The Digital Bridge Site Monitor, which checks web site connectivity
and performance at pre-determined intervals from various points around
the globe;                                    
|
| | (4) |  | The Digital Bridge Ad Server, which provides a low cost, low
maintenance, centralized solution for online ad serving, management,
reporting, and tracking for web sites of all sizes; and

On the service side, Digital Bridge employs an business model known as Venture
Technology,through which we provide human capital in the form of a total and
instant IT infrastructurein exchange for management fees and equity
participation.With Venture Technology, the Company serves its clients as a
management consultant, Internet strategy consultant, interactive marketing
agency, and technology developer, all seamlessly integrated into a cohesive
unit.

Digital Bridge thus attempts to spread risk across several different business
models, while at the same time attempting to maximize revenue potential by
building

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long-term value through the development of proprietary technologies
utilized in business models developed by the Company and its clients.

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



|(1) |  | DB Technologies, Inc.:DB Technologies, Inc. is the Companys new
product development subsidiary, focusing on the design and development of
highly advanced Internet and communication business solutions. These
solutions will 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.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | NowTools, Inc.:NowTools, Inc. is a newly formed Digital Bridge
subsidiary responsible for implementing the Internet software applications
developed by DB Technologies, so as to generate additional revenue streams
by penetrating new markets. NowTools will be split into three separate
divisions: NowTools UK, NowTools Asia, and NowTools U.S. Each division
will be responsible for leveraging Internet technology applications in
specific markets within predefined geographic areas.                                                                                                                                                                                                                                                                                                                                        
|   
|(3) |  | OTVnet, Inc.:OTVnet, Inc is a wholly owned subsidiary, which was
acquired in September, 2000. OTVnet is in the business of creating and
selling online administration and communication tools to labor unions,
their associated benefits trust organizations and also to the construction
industry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(4) |  | DB Capital Management, Inc.:DB Capital Management, Inc. is the newly
created investment management arm of the Company, and is responsible for
managing and maximizing the securities and other rights received by the
Company in connection with our Venture Technology program, and is also
responsible for negotiating and establishing joint ventures, strategic
alliances, mergers, acquisitions and other arrangements that enhance the
our revenue potential and balance sheet. DB Capital Management owns
1,900,000 shares of Common Stock of StoreChoice.com. In May 2001, DB
Capital Management executed a joint venture agreement with Optigenix LLC,
CampaMed LLC and WorldLinxs Management LLC for the formation of Optigenix
International Corporation (OIC). DB Capital Management owns 30% of the
capital stock of OIC.

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

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

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

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generate revenues through our growing product line of Internet Business
Applications.

We also anticipate Net revenues from any given client will vary from period to
period. Additionally, we expect that customer concentration will continue for
the foreseeable future. To the extent that any significant client uses less of
our services or terminates its relationship with us, our net revenues could
decline substantially. As a result, the loss of any significant client could
seriously harm our business and results of operations.

We generally provide our services on a fixed fee basis, which may include an
equity position in our clients. When we provide fixed-fee engagements, we use
an internally developed process to estimate and propose fixed prices for such
projects. The estimation process accounts for standard billing rates particular
to each project, the technology environment and application type to be applied,
and the projects timetable and overall technical complexity.

For the quarter ended March 31, 2001, the majority of our net revenues were
derived from services contracts. Professional service expenses consist
primarily of compensation and benefits for our employees engaged in the delivery of
professional services. Professional service margins reflect net revenues less
professional service expenses which are incurred regardless of whether or not
the employees time is billed to a client. We expect that our professional
service expenses will increase over time due to wage increases and inflation.
Our professional service margins are affected by trends in the percentage of
professional services employees time that is billed to clients, and, will vary
in the future. Any significant decline in fees billed to clients or the loss of
a significant client would materially adversely affect our professional service
margins.

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

Despite growth in our net revenues to date, we have not been profitable. Our
net losses may not decrease proportionately with any future increase in our net
revenues primarily because of likely increased investment in our knowledge
management and operations infrastructure, and increased recruiting, marketing
and sales efforts. To the extent that future net revenues do not increase
significantly in the same periods in which operating expenses increase, our
operating results would be adversely affected.

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

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

RESULTS OF OPERATIONS

REVENUES

Total revenues for the nine months ended March, 2001 totaled $1,635,652. This
was an increase of approximately 77%. Such increase was mainly the result of
the work performed for StoreChoice.com.

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COST OF SALES

Cost of sales includes salary allocation of technical personnel for time spent
on web development, design, implementation and market research. Employees time
is tracked internally and expensed against client projects. Other cost of sales
include web hosting services and maintenance. Costs of sales for the nine-month
periods ended March 31, 2001 and 2000 was $821,094 and $1,159,550.

OPERATING EXPENSES

Salaries and Benefits consist of compensation and related expenses for
personnel. The Company expects these costs to decrease in absolute dollars in
future periods as the Company shrinks its administrative staff so as to cut
costs so as to get to profitability quicker. Salaries and Benefit costs
increased 346% as a result of the mergers described above. The Company has
since eliminated many redundant and unproductive personnel that were brought on
board as a result of such mergers

Professional Fees consist of legal, accounting and consulting fees incurred by
the Company. Professional fees totaled $292,224 for the nine-month period ended
March 31, 2001 and $92,101 for the nine months ended
March 31, 2000. The
increase was caused mainly by the aforementioned merger activity that required
extensive accounting and legal work.

Office and Other Expenses for the nine-month period ended March 31, 2001 was
$938,348 and $744,414 for the nine month period ended March 31,2000.

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 nine month period ended March 31, 2001 was $97,109 and $61,083 for the
nine month period ended March 31,2000.

Tax expense of $6,160 for the nine-month period ended March 31, 2001 represents
state taxes paid for the Company and its wholly owned subsidiary Online
Television Network Services.

ITEM 3 INCOME TAXES

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The net operating
loss carry-forward as of March 31, 2001 is approximately $4.8 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 March 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
three million. As of March 31, 2001 approximately 1,750,000 options had been granted. The Plan is
subject to adoption by the Companys board of directors and approval by its
shareholders.

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

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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, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $1,907,877 for the nine months ended
March 31, 2001 and $1,162,663 for the nine-month period ended March 31, 2000.
Net cash used in investing activities for the nine months ended March 31, 2001
was $20,626, which was primarily used to acquire computer equipment.

Net cash provided by financing activities was $1,763,247 for the nine months
ended March 31. 2001. This was a combination of a private placement of stock
and the issuance of notes.

The Company believes that its available cash resources combined with proceeds
from capital raising transactions will be sufficient to meet its anticipated
working capital and capital expenditure requirements through the end of
December 2001. The company is actively seeking to raise additional funds from
investors. The Company intends to use the additional capital to fund more rapid
expansion, to develop new or enhance existing services or products, to respond
to competitive pressures or to acquire complementary products, businesses or
technologies. If adequate funds are not available on acceptable terms, the
Companys business, results of operation and financial condition 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 plan to raise additional capital during the remainder of the
calendar year 2001. The primary purposes for raising this capital is to obtain
additional equity capital. We expect to use the proceeds from any such capital
raising transactions for general corporate purposes, including working capital.
A portion of the proceeds may also be used for the acquisition of businesses
that are complementary to ours. If we do not successfully address the need to
raise capital, our ability to continue to conduct business would be seriously
harmed.

RISKS RELATED TO OUR BUSINESS

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

We incurred net losses of $2,122,795 during the nine months ended March 31,
2001. As of March, 2001, we had an accumulated deficit of $4,790,017. We
have not had a profitable quarter and may never achieve profitability. We also
expect to continue to incur increasing sales and marketing, infrastructure
development and general and administrative expenses. As a result, we will need
to generate significant revenues to achieve profitability. If we do achieve
profitability, we may not be able to sustain or increase profitability on a
quarterly or annual basis in the future.

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

Our quarterly revenues and operating results are volatile and difficult to
predict. It is possible that in some future quarter or quarters our operating
results will be below the expectations of public market analysts or investors.
In such event, the market price of our common stock may decline significantly.

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Our quarterly operating results have varied in the past and are likely to
vary significantly from quarter to quarter. As a result, we believe that
period-to-period comparisons of our results of operations are not a good
indication of our future performance. A number of factors are likely to cause
these variations, including:



| |  | Our ability to obtain new and follow-on client engagements;                                                                           
|- |  | --------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The amount and timing of expenditures by our clients for eBusiness
services;                                                          
| 
| |  | Our ability to attract, train and retain skilled management,
strategic, technical, design, sales, marketing and support professionals;
| 
| |  | Our employee utilization rate, including our ability to transition
employees quickly to new or other existing engagements;            
| 
| |  | The introduction of new services by us or our competitors;                                                                            
| 
| |  | Changes in our pricing policies or those of our competitors;                                                                          
| 
| |  | Our ability to manage costs, including personnel costs and support
services costs; and                                                

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

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

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

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

We believe that our success will depend on the continued employment of our key
management and technical personnel. This dependence is particularly important
to our business because personal relationships are a critical element of obtaining
and maintaining client engagements. If one or more of our key management or
technical personnel were unable or unwilling to continue in their present
positions, such persons would be very difficult to replace and our business
could be seriously harmed. Accordingly, the loss of one or more members of our
senior management team could have a direct adverse impact on our future sales.
In addition, if any of these key employees joins a competitor or forms a
competing company, some of our clients might choose to use the services of that
competitor or new company instead of our own. Furthermore, clients or other

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companies seeking to develop in-house eBusiness capabilities may hire away some
of our key employees. This would not only result in the loss of key employees
but could also result in the loss of a client relationship or a new business
opportunity. Any losses of client relationships could seriously harm our
business.

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

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

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

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

Because relatively low barriers to entry characterize our market, we also
expect other companies to enter our market. We expect that competition will continue
to intensify and increase in the future. Some large information technology
consulting firms have announced that they have begun to or will soon focus more
resources on eBusiness opportunities. Because we contract with our clients on
an engagement-by-engagement basis, we compete for engagements at each stage of our
methodology. There is no guarantee that we will be retained by our existing or
future clients on later stages of work.

The vast majority of our current competitors have longer operating histories,
larger client bases, larger professional staffs, greater brand recognition and
greater financial, technical, marketing and other resources than we do. This
may place us at a disadvantage in responding to our competitors pricing
strategies, technological advances, advertising campaigns, strategic partnerships and other
initiatives. In addition, many of our competitors have well established
relationships with our current and potential clients and have extensive
knowledge of our industry. As a result, our competitors may be able to respond
more quickly to new or emerging technologies and changes in customer
requirements and they may also be able to devote more resources to the
development, promotion and sale of their services than we can. Competitors that
offer more standardized, commoditized or less customized services or products
than we do may have a substantial cost advantage, which could force us to lower
our prices, adversely affecting our operating margins.

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

FAILURE TO MANAGE OUR GROWTH MAY ADVERSELY AFFECT OUR BUSINESS

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

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

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

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

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

We currently derive and expect to continue to derive a significant portion of
our revenues from a limited number of clients. To the extent that any
significant client uses less of our services or terminates its relationship
with us, our revenues could decline substantially. As a result, the loss of any
significant client could seriously harm our business, financial condition and
operating results. The volume of work that we perform for a specific client is
likely to vary from period to period, and a significant client in one period
may not use our services in a subsequent period.

OUR LACK OF LONG-TERM CONTRACTS WITH CLIENTS REDUCES THE PREDICTABILITY OF OUR
REVENUES

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

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retain us for additional phases of a project, we must be able to rapidly
re-deploy our employees to other engagements in order to minimize
underutilization of employees and the resulting harm to our operating results.
Our operating expenses are relatively fixed and cannot be reduced on short
notice to compensate for unanticipated variations in the number or size of
engagements in progress.

WE MAY LOSE MONEY ON FIXED-FEE CONTRACTS

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

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

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

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

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



| |  | Delayed or lost revenues due to adverse client reaction;                                                                    
|- |  | ----------------------------------------------------------------------------------------------------------------------------
| 
| |  | Requirements to provide additional services to a client at no charge;                                                       
| 
| |  | Negative publicity regarding us and our services, which could
adversely affect our ability to attract or retain clients; and
| 
| |  | Claims for substantial damages against us, regardless of our
responsibility for such failure.                               

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

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

Our market and the enabling technologies used by our clients are characterized
by rapid technological change. Failure to respond successfully to these
technological developments, or to respond in a timely or cost-effective way,
will result in serious harm to our business and operating results. We have
derived, and we expect to continue to derive, a substantial portion of our
revenues from creating eBusiness systems that are based upon todays leading

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technologies and that are capable of adapting to future technologies. As a
result, our success will depend, in part, on our ability to offer services that
keep pace with continuing changes in technology, evolving industry standards
and changing client preferences. In addition, we must hire, train and retain
technologically knowledgeable professionals so that they can fulfill the
increasingly sophisticated needs of our clients.

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

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

A FEW INDIVIDUALS OWN MUCH OF OUR STOCK

Our directors, executive officers and their affiliates beneficially own, in the
aggregate, in excess of 32% of our outstanding common stock. As a result, these
stockholders may be able to exercise effective control over all matters
requiring stockholder approval, including the election of directors and
approval of significant corporate transactions, such as acquisitions, and to block an
unsolicited tender offer. Accordingly, this concentration of ownership could
have the effect of delaying or preventing a third party from acquiring control
over us at a premium over the then-current market price of our common stock.

OUR SUCCESS DEPENDS ON INCREASED ADOPTION OF THE INTERNET AS A MEANS FOR
COMMERCE

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



| |  | Potentially inadequate network infrastructure;                                                                                          
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Delays in the development of Internet enabling technologies and
performance improvements;                                               
| 
| |  | Delays in the development or adoption of new standards and protocols
required to handle increased levels of Internet activity;          
| 
| |  | Delays in the development of security and authentication technology
necessary to effect secure transmission of confidential information;
| 
| |  | Changes in, or insufficient availability of, telecommunications
services to support the Internet; and                                   
| 
| |  | Failure of companies to meet their customers expectations in
delivering goods and services over the Internet.                          

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INCREASING GOVERNMENT REGULATION COULD AFFECT OUR BUSINESS

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

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



| |  | User privacy;                                                                      
|- |  | -----------------------------------------------------------------------------------
| 
| |  | The pricing and taxation of goods and services offered over the
Internet;          
| 
| |  | The content of websites;                                                           
| 
| |  | Consumer protection; and                                                           
| 
| |  | The characteristics and quality of products and services offered over
the Internet.

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

RISKS RELATED TO THE SECURITIES MARKETS

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

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



| |  | Create additional market-specific business units;                 
|- |  | ------------------------------------------------------------------
| 
| |  | Enhance our infrastructure and leveragable assets;                
| 
| |  | Hire, train and retain employees;                                 
| 
| |  | Respond to competitive pressures or unanticipated requirements; or
| 
| |  | Pursue acquisition opportunities.                                 

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

OUR STOCK PRICE IS VOLATILE

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



| |  | Changes in financial estimates or investment recommendations relating
to our stock by securities analysts;
|- |  | ----------------------------------------------------------------------------------------------------------
| 
| |  | Changes in market valuations of other eBusiness software and service
providers or electronic businesses;  

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| |  | Announcements by us or our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments;         
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Loss of a major client;                                                                                                                               
| 
| |  | Additions or departures of key personnel; and                                                                                                         
| 
| |  | Fluctuations in the stock market price and volume of traded shares
generally, especially fluctuations in the traditionally volatile
technology sector.

Subsequent Events.

During April and May, the Company formed three wholly owned subsidiaries, DB
Capital Management, Inc., NowTools, Inc. and DB Technologies, Inc. to better
delineate its varied lines of business.

On May 2, 2001, DB Capital Management, Inc., a wholly owned subsidiary of the
Company entered into a Joint Venture Agreement with Optigene-X LLC and
WorldLinxs LLC to form Optigenix International Corporation (OIC). This
Agreement was further amended on May 4, 2001 to included CampaMed LLC. The
Agreement provides for OIC to have exclusive worldwide continual distribution
rights to the Optigene-X and CampaMed line of anti-aging nutraceuticals.
Pursuant to the agreement DB Capital Management will own thirty percent (30%)
of OIC.

In April, 2000 Seth Pollack, resigned as our Vice President of Corporate
Development

PART II OTHER INFORMATION

Item 1. Legal Proceedings

We are currently a party to a lawsuit entitled 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 intend to file an answer and to assert 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.

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

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



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

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| |   |  | 10-QSB.                                                                                                                                                                       
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2 |  | Digital Bridge, Inc. filed a report on Form 8-K on
March 5, 2001 announcing the retention of
Rotenberg & Co. LLP as the Companys independent auditors
replacing Hood & Strong

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:    May 11, 2001
| | ------------------------------------------------------------------------------------------------------------



| | /s/ Scott M. Manson
By:    Scott M. Manson
Its:    President, Chief Financial
        Officer and Chief Accounting Officer
Date:    May 11, 2001
| | ------------------------------------------------------------------------------------------------------------------------------------------------

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