AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31,2003
                                                  Registration no._________




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                             NEWBRIDGE CAPITAL, INC
              (Exact name of Registrant as specified in its charter


           Nevada                                         33-0877143
---------------------------------              ---------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)


             24 Corporate Plaza, Suite 100, Newport Beach, CA 92660
          (Address of Principal Executive Offices, including ZIP Code)


                     NewBridge Capital, Inc. 2002 Stock Plan

                            (Full title of the plan)


      Fred G. Luke, 24 Corporate Plaza, Suite 100, Newport Beach, CA 92660
                    (Name and address of agent for service)

                                 (949)717-0631
         (Telephone number, including area code, of agent for service)


<PAGE>


                                          CALCULATION  OF REGISTRATION  FEE


<TABLE>
<CAPTION>

                                            Proposed             Proposed
                                            Maximum              Maximum         Amount of
Title of Securities   Amount of Shares      Offering            Aggregate      Registration
 to be Registered    to be Registered   Price Per Share(1)  Offering Price(1)       Fee
-------------------  -----------------  ------------------  -----------------  ------------
<S>                      <C>                 <C>                 <C>               <C>
$.001 par value
   Common Stock          22,000,000          $.0175              $ 385,000         $ 35.42
                         ----------                              ---------         -------
     TOTALS              22,000,000            N/A               $ 385,000         $ 35.42
                         ==========                              =========         =======

</TABLE>

     ----------------------------------

     (1)      This calculation is made solely for the purposes of determining
              the registration fee pursuant to the provisions of Rule 457(c)
              under the Securities Act of 1933, as amended, and is calculated on
              the basis of the average of the high an low prices per share of
              the common stock reported on the Pink Sheets as of March 25, 2003,
              a date within five business days prior to the filing of this
              registration statement.




                                      Pg 2

<PAGE>


                                   PROSPECTUS

                             NEWBRIDGE CAPITAL, INC.
                          24 Corporate Plaza, Suite 100
                             Newport Beach, CA 92660
                                 (949) 717-0631

                        22,000,000 SHARES OF COMMON STOCK


         This Prospectus relates to the offer and sale by NewBridge Capital,
Inc., a Nevada corporation (the "Company"), of 22,000,000 shares of its $.001
par value per share common stock (the "Common Stock") to certain employees and
consultants (collectively, "Employees") pursuant to the NewBridge Capital, Inc.
2002 Stock Plan (the "Plan"). The Company is registering hereunder and then
issuing to the Employees upon receipt of adequate consideration therefore,
22,000,000 shares of Common Stock for services performed.

         The Common Stock is not subject to any restriction on transferability.
Recipients of shares of the Company's Common Stock issued pursuant to the Plan,
other than persons who are Affiliates of the Company, within the meaning of the
Securities Act of 1933 (the "Act"), may sell all or part of the shares of Common
Stock issued pursuant to the Plan in any way permitted by law, including sales
in the over-the-counter market at prices prevailing at the time of such sale. Of
the shares of Common Stock registered hereunder, all of the 22,000,000 shares
being registered hereunder may be issued to present affiliates of the Company.
An "Affiliate" is, summarily, any director, executive officer or controlling
shareholder of the Company or any one of its subsidiaries. An Affiliate of the
Company is subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). If an Employee who is not now an Affiliate becomes
an Affiliate of the Company in the future, he/she would then be subject to
Section 16(b) of the Exchange Act.

The Common Stock is listed on the Pink Sheets under the symbol "NBRG."





        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
        REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.








                  The date of this Prospectus is March 26, 2003



                                      Pg 3
<PAGE>


         This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to NewBridge Capital,
Inc., 24 Corporate Plaza, Suite 100, Newport Beach, CA 92660, (949) 717-0631.

         The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be
obtained at the prescribed rates. The Company's stock has been traded on the
over-the-counter market since September 16, 1997 and is currently reported by
the National Quotation Bureau Electronic Bulletin Board and Pink Sheets.

         No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.




                                      pg 4
<PAGE>


                                TABLE OF CONTENTS

PART I - Information Required in the Section 10(a) Prospectus

Item 1. Plan Information......................................................6
         The Company  ........................................................6
         Purpose  ............................................................6
         General Plan Information.............................................6
         Securities to be Offered.............................................7
         Those Who May Participate in the Plan................................7
         Purchase of Securities Pursuant to the Plan and Payment for
           Securities Offered.................................................7
         Amendments and Termination...........................................7
         Registrant Information and Employee Plan Annual Information..........8
         Common Stock.........................................................8
         Employees............................................................8
         No Restrictions on Transfer..........................................8
         Tax Treatment to the Employees.......................................8
         Tax Treatment to Consultants.........................................8
         Tax Treatment to the Company.........................................9
         Restrictions on Resales..............................................9

Documents Incorporated by Reference and Additional Information................9

Item 2. Registrant Information and Employee Plan Annual Information...........9
         Legal Opinion and Experts............................................9
         Indemnification of Officers and Directors...........................10

PART II - Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.............................11

Item 4.  Description of Securities...........................................11

Item 5.  Interests of Named Experts and Counsel..............................11

Item 6.  Indemnification of Directors and Officers...........................11

Item 7.  Exemption from Registration Claimed.................................13

Item 8.  Exhibits............................................................13

Item 9.  Undertakings........................................................13

Signatures . . . . . . . . ..................................................15

Exhibit Index . . . . .......................................................16


                                      Pg 5
<PAGE>


                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS



ITEM 1.  PLAN INFORMATION

The Company

         The Company has its principal executive offices at 24 Corporate Plaza,
Suite 100, Newport Beach, CA 92660, where its telephone number is (949)
717-0631.

Purpose

         The Common Stock to be issued by the Company to certain Employees and
Consultants will be issued pursuant to the Plan, and agreements entered into
between Employees and the Company which have been approved by the Board of
Directors of the Company (the "Board") and which grant such Employees shares of
Common Stock or the right to acquire shares of Common Stock pursuant to the
Plan. The Plan is intended to provide a method whereby the Company can induce
greater interest of the Employees in the Company's future prosperity, thereby
advancing the interests of the Company and all of its shareholders. A Copy of
the Plan has been filed as an exhibit to this Registration Statement.

General Plan Information

         Pursuant to the Plan, the Board can authorize the issuance of up to an
aggregate of Twenty-Two Million (22,000,000) shares of Common Stock of the
Company over a maximum of a one-year period, although the Board may shorten this
period.

         The Board adopted the Plan on April 1, 2002. The Plan is intended to
aid the Company in maintaining and continuing the development of a quality
management team, in attracting qualified Employees who can contribute to the
future success of the Company, and in providing such individuals with an
incentive to use their best efforts to promote the growth and profitability of
the Company.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.

         As the ultimate administrators of the Plan, the Board should be
contacted with requests for additional Plan information. Alternatively, the
Board may appoint a committee to administer the Plan (hereinafter the Board or
its duly authorized committee shall be referred to as "Plan Administrators"). As
no committee has been authorized by the Board, the current Board members are the
Plan Administrators. This group includes Fred G. Luke. The address of the Board
is The Board of Directors, NewBridge Capital, Inc., 24 Corporate Plaza, Suite
100, Newport Beach, CA 92660: its telephone number is (949) 717-0631.


                                      Pg 6
<PAGE>

         In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

         The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive shares, decide the number of shares and
establish other terms not already established in the Company's Plan. Information
concerning changes in the Plan will be provided in the future either in the
Company's proxy statements, annual or other reports, or in amendments to this
document.

Securities to be Offered

         The Plan provides for the issuance of a maximum of Twenty-Two Million
(22,000,000) shares of Common Stock to be issued in exchange for services (as
defined herein).

Those Who May Participate in the Plan

         The Board shall determine which of the Company's Employees are eligible
to receive shares as compensation under the Plan. The term `Employee' includes
any employee, director, officer, or consultant or advisor of the Company or any
of its subsidiaries. "Services" shall include any and all bonafide professional
or individual advice or effort rendered for the benefit of the Company, provided
that such services must not be in connection with the offer or sale of
securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan Administrators shall determine which Employees shall receive
shares under the Plan. The Plan is not subject to ERISA and the securities are
being issued by the Company and not purchased on the open market or otherwise.
Shares issued under the Plan shall be issuable as determined by the Plan
Administrators.

         The shares of Common Stock subject to the Plan are subject to
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued and outstanding shares of Common Stock as a
result of a stock split, consolidation, or other recapitalization. Options, if
any, and all other interests under the Plan shall be non-transferable, except by
means of a will or the laws of descent and distribution.

Amendments and Termination

         The Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any shares then issued and outstanding
under the Plan. The Plan shall otherwise terminate on June 30, 2003, as
specified by the Plan. No shares may be issued under the terms of the Plan after
the Plan has been terminated. The Board may alter or amend the Plan only once
during any six (6) month period, except as to comply with changes to the Code.
No termination, suspension, alteration or amendment may adversely affect the
rights of an Employee entitled to receive shares under the Plan without the
consent of that Employee.


                                      Pg 7
<PAGE>


Registrant Information and Employee Plan Annual Information

         The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest Annual Report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. Requests for such information should be
directed to the Company at 24 Corporate Plaza, Suite 100, Newport Beach, CA
92660.

Common Stock

         The Board has authorized the issuance of up to Twenty-Two Million
(22,000,000) shares of Common Stock to the Employees upon effectiveness of this
Registration Statement.

Employees

         Employees engaged, retained and employed by the Company have or shall
be required to provide their expertise and advice to the Company for the
purposes set forth in written agreements with the Company.

No Restrictions on Transfer

         The Employees will become the record and beneficial owners of the
shares of Common Stock upon issuance pursuant to the Plan, and they shall be
entitled to all of the rights of ownership, including the right to vote any
shares of Common Stock awarded and to receive ordinary cash dividends on the
Common Stock.

Tax Treatment to the Employees

         The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Employees, therefore, will be required for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual provision to the contrary the
Employees will receive compensation taxable at ordinary rates equal to the fair
market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. The Employees
are urged to consult each of their tax advisors on this matter. Further, if any
recipient is an Affiliate, Section 16(b) of the Exchange Act is applicable and
may affect the issue of taxation.

Tax Treatment to Consultants

         The shares of Common Stock issuable pursuant to the Plan are not
qualified under Section 401(a) of the Internal Revenue Code. The Consultants,
therefore, will be required for federal income tax purposes to recognize
ordinary income during the taxable year in which the first of the following
events occurs: (a) the shares become freely transferable, or (b) the shares
cease to be subject to a substantial risk of forfeiture. Accordingly, absent a
specific contractual provision to the contrary, Consultants who receive shares
of Common Stock issuable pursuant to the Plan will receive compensation taxable
at ordinary rates equal to the fair market value of the shares on the date of
receipt since there will be no substantial risk of forfeiture or other
restrictions on transfer. If, however, the Consultants receive shares of Common
Stock pursuant to the exercise of an option or options issuable pursuant to the
Plan, at an exercise price below the fair market value of the shares on the date
of exercise, the difference between the exercise price and the fair market value
of such share on the date of exercise will be deemed ordinary income for federal
income tax purposes. The Consultants are urged to consult each of their tax
advisors on this matter. Further, if any recipient is an Affiliate, Section
16(b) of the Exchange Act is applicable and will affect the issue of taxation.


                                      Pg 8
<PAGE>

Tax Treatment to the Company

         The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes in the taxable year of the Company
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an Affiliate of the Company acquires shares of Common
Stock hereunder, the Affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any Affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit," as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
Company's Common Stock issued hereunder to Affiliates is equal to the value of
services rendered, as determined by the price such affiliates receive in any
subsequent sale of the shares. Shares of the Company's Common Stock acquired
hereunder by persons other than Affiliates are not subject to Section 16(b) of
the Exchange Act.

Documents Incorporated by Reference and Additional Information

         The Company hereby incorporates by reference (i) its Annual Report on
Form 10-KSB for the year ended June 30, 2002, filed pursuant to Section 13 of
the Exchange Act, (ii) any and all Quarterly Reports and Current Reports on
Forms 10-Q (or 10-QSB or 8-K) filed under the Securities or Exchange Act
subsequent to the filing of the Company's Annual Report on Form 10-K (or 10-KSB)
for the fiscal year ended June 30, 2002, as well as all other reports filed
under Section 13 of the Exchange Act, and (iii) its Annual Report, if any, to
shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further documents filed by the Company pursuant to Section 13, 14, or 15(d)
of the Exchange Act prior to the termination of this offering are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing. All documents which when together, constitute this Prospectus,
will be sent or given to participants by the Registrant as specified by Rule
428(b)(1) of the Securities Act.

ITEM  2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: NewBridge Capital, Inc., 24 Corporate Plaza, Suite 100,
Newport Beach, CA 92660; (949) 717-0631.

Legal Opinion and Experts

         Weed & Co. LLP has rendered an opinion on the validity of the
securities being registered.

         The financial statements of NewBridge Capital, Inc. incorporated by
reference in this Prospectus for the year ended June 30, 2002 have been audited
by Davis Accounting Group P.C., independent certified public accountants, as set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.


                                      Pg 9
<PAGE>

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.


                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Company hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

         (a)  The Company's latest Annual Report on Form 10-KSB, whether filed
              pursuant to Section 13(a) or 15(d) of the Exchange Act;

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
              Exchange Act since the end of the fiscal year covered by the
              Annual Report referred to in (a), above; and

         (c)  The latest prospectus filed pursuant to Rule 424(b) under the
              Securities Act.

ITEM 4.  DESCRIPTION OF SECURITIES

         No description of the class of securities (i.e., the $.001 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr. Weed, a partner with Weed & Co. LLP, owns 1,800,000 shares of the
Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is Sections 78.7502 and 78.751 of the
Nevada Corporations Law, the text of which is set forth below.

Section 78.7502. Discretionary and mandatory indemnification of officers,
directors, employees and agents: General provisions


                                     Pg 10
<PAGE>


1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

Section 78.751. Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses

1. Any discretionary indemnification under NRS 78.7502, unless ordered by a
court or advanced pursuant to subsection 2, may be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made:

         (a)  By the stockholders;

         (b)  By the board of directors by majority vote of a quorum consisting
              of directors who were not parties to the action, suit or
              proceeding;

         (c)  If a majority vote of a quorum consisting of directors who were
              not parties to the action, suit or proceeding so orders, by
              independent legal counsel in a written opinion; or

         (d)  If a quorum consisting of directors who were not parties to the
              action, suit or proceeding cannot be obtained, by independent
              legal counsel in a written opinion.


                                     Pg 11
<PAGE>


2. The Articles of Incorporation, the Bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

 3. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section:

         (a)  Does not exclude any other rights to which a person seeking
              indemnification or advancement of expenses may be entitled under
              the articles of incorporation or any bylaw, agreement, vote of
              stockholders or disinterested directors or otherwise, for either
              an action in his official capacity or an action in another
              capacity while holding his office, except that indemnification,
              unless ordered by a court pursuant to NRS 78.7502 or for the
              advancement of expenses made pursuant to subsection 2, may not be
              made to or on behalf of any director or officer if a final
              adjudication establishes that his acts or omissions involved
              intentional misconduct, fraud or a knowing violation of the law
              and was material to the cause of action.

         (b)  Continues for a person who has ceased to be a director, officer,
              employee or agent and inures to the benefit of the heirs,
              executors and administrators of such a person.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         (a)  The following exhibits are filed as part of this registration
              statement pursuant to Item 601 of Regulation S-B and are
              specifically incorporated herein by this reference:

         Exhibit No.   Title

         5.            Opinion of Counsel.
         10.           The NewBridge Capital, Inc. 2002 Stock Plan.
         23.1          Consent of Weed & Co LLP.
         23.2          Consent of Davis Accounting Group P.C.

ITEM 9.  UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
registrant will, unless in the opinion of its counsel, and the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.



                                     Pg 12

<PAGE>


         The Company hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement to:

         (i)  include any prospectus required by Section 10 (a) (3) of the
              Securities Act;

         (ii) reflect in the prospectus any facts or events arising after the
              effective date of the registration statement (or the most recent
              post-effective amendment thereof) which, individually or in the
              aggregate, represents a fundamental change in the information set
              forth in the registration statement;

         (iii) include any material information with respect to the plan of
              distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement;

         provided, however, paragraphs (i) and (ii) shall not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs are incorporated by reference from periodic reports
         filed by the registrant small business issuer under the Exchange Act.

(2)      That, for the purpose of determining any liability under the Securities
         Act, each post-effective amendment to the registration statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

(4)      To deliver or cause to be delivered with the prospectus, to each person
         to whom the prospectus is sent or given, the latest Annual Report to
         security holders that is incorporated by reference in the prospectus
         and furnished pursuant to and meeting the requirements of Rule 14a-3 or
         Rule 14e-3 under the Exchange Act; and, where interim financial
         information require to be presented by Article 3 of Regulation S-X is
         not set forth in the prospectus, to deliver, or cause to be delivered
         to each person to whom the prospectus is sent or given, the latest
         quarterly report that is specifically incorporated by reference in the
         prospectus to provide such interim financial information.

         Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of registrant's Annual Report
pursuant to Section 13(a) of the Securities Act (and, where applicable, each
filing of an employee benefit plan's Annual Report pursuant to Section 15(d) of
the Securities Exchange) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.



             (The remainder of this page left intentionally blank.)

                                     Pg 13

<PAGE>




                                   SIGNATURES



         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Newport Beach, State of California on the 26th day of
March, 2003.

                                       NewBridge Capital, Inc.
                                       (Registrant)



                                       By:/s/  Fred G. Luke
                                       -----------------------
                                       Name:   Fred G. Luke
                                       Title:  President

         Pursuant to the requirements of the Securities Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:


                   Signatures                Title                   Date
         -------------------------    ---------------------   -----------------
         /s/      Fred G. Luke             Director              March 26, 2003


                                     Pg 14

<PAGE>


                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX



         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:


   Exhibit
  Number in
Registration                                                            Numbered
  Statement                  Description                                  Page
------------ ---------------------------------------------------------- --------

      5.     Opinion of Counsel                                             17

     10.     NewBridge Capital, Inc. 2002 Stock Plan.                       18

     23.1    Consent of Weed & Co LLP                                       21

     23.2    Consent of Independent Auditors -
               (Davis Accounting Group P.C.)                                22
------------------------------------


                                     Pg 15
<PAGE>

                                   EXHIBIT 5.

                               OPINION OF COUNSEL



                                 WEED & Co. LLP


     4695 MacARTHUR COURT, SUITE 1430, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087




                                 March 26, 2003


Board of Directors
NewBridge Capital, Inc.
24 Corporate Plaza, Suite 100
Newport Beach, CA 92660

         Re:  Form S-8 Registration Statement Opinion of Counsel

Gentlemen:

         We have acted as a special counsel for NewBridge Capital, Inc. a Nevada
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, (the "Act") of a registration statement on Form S-8
(the "Registration Statement"), relating to the offer and sale of Twenty-Two
Million (22,000,000) shares of Common Stock, $.001 par value (the "Common
Stock") to Employees of the Company, in consideration for services performed and
to be performed on behalf of the Company under the terms and conditions of
certain agreements (the "Agreements").

         In connection with this opinion, we have examined the Registration
Statement and such other documents, records certificates, memoranda and other
instruments as we deemed necessary for the basis of this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals and the conformity to originals of all documents submitted to us as
copies and the due execution and delivery of all documents where due execution
and delivery are a prerequisite to the effectiveness thereof.

         On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the Agreements,
Stock Plan and the Registration Statement and related prospectus, will be
validly issued, fully paid and non-assessable.


                                          Very truly yours,

                                          /s/      Weed & Co. LLP
                                          -----------------------
                                                   Weed & Co. LLP


                                     Pg 18
<PAGE>


                                        EXHIBIT 10.

                   THE NEWBRIDGE CAPITAL INC. 2002 STOCK PLAN



1.       Purpose of the Plan

         The purpose of the NewBridge Capital Inc. 2002 Stock Plan ("Plan") is
         to provide a means by which NewBridge Capital Inc., a Nevada
         corporation ("Company"), may compensate key employees, advisors, and
         consultants by issuing to them shares of its capital stock in exchange
         for services, and to thereby conserve the Company's cash resources. In
         addition, equity ownership will provide increased incentive for such
         individuals to render services to the Company in the future and to
         exert maximum effort for the success of the Company's business.

2.       Definitions

         The following definitions apply to the provisions of this Plan:

         A.   "Board" means the Company's Board of Directors

         B.   "Common Stock" means the Company's $.001 par value common stock

         C.   "Committee" means the Committee appointed by the Board in
              accordance with paragraph A of Section 3 of this Plan. If no
              Committee is appointed, "Committee" refers to the Board.

         D.   "Employee" means any person, including officers, directors,
              employees, advisors, and consultants employed by the Company or
              any Subsidiary on either a full-time or part-time basis.

         E    "Plan" means this 2002 Stock Plan.

         F.   "Share" means a share of Common Stock.

3.       Administration of the Plan

         A.   Procedure. The Board shall administer the Plan. The Board may
              appoint a Committee of not less than three (3) Board members to
              administer the Plan, subject to such terms and conditions as the
              Board may prescribe. Once appointed, the Committee shall continue
              to serve until the Board otherwise directs. From time to time, the
              Board may increase the Committee size and appoint additional
              members, fill vacancies, however caused, and remove all members
              and thereafter directly administer the Plan. Members of the
              Committee who are either eligible for Shares under this Plan or
              have been granted Shares under this Plan may vote on any matters
              affecting the Plan administration or granting any Shares under the
              Plan; provided that no such member shall act upon the granting of
              Shares to himself or herself, but any such member may be counted
              in determining the existence of a quorum at any meeting during
              which such action is taken.

         B.   Powers of the Committee. The Committee shall have the authority to
              (i) based on relevant information, to determine the fair market
              value of the Common Stock; (ii) to determine the value of the

                                     Pg 17
<PAGE>

              services rendered or to be rendered to the Corporation, (iii) the
              Employees or Consultants to whom and the time or times when Common
              Stock shall be granted and the number of Shares to be issued; (iv)
              to interpret the Plan; (v) to prescribe, amend and rescind rules
              and regulations relating to the Plan; (vi) to authorize any person
              to execute on the Company's behalf any instrument required to
              effectuate a grant of Common Stock; and (vii) to make all other
              determinations deemed necessary or advisable for administering the
              Plan.

         C.   Effect of Committee's Decision. All decisions, determinations, and
              interpretations of the Committee shall be final and binding on any
              and all holders of Common Stock granted under the Plan.

4.       Shares Reserved.

         A total of Twenty Two Million (22,000,000) shares of Common Stock shall
         be subject to the Plan and shall be and are hereby reserved for
         issuance under the Plan. Such Shares shall be unissued or previously
         issued shares reacquired and held by the Company. Any such shares which
         remain unsold when the Plan terminates shall cease to be reserved for
         the Plan but, until termination, the Company shall at all times reserve
         a sufficient number of shares to meet the Plan's requirements.

5.       Eligibility

         Common Stock may be issued under this Plan only to Employees for
         services rendered to the Company or on the Company's behalf as
         determined by the Board or the Committee. Common stock may not be
         issued under this Plan for services in connection with a capital-
         raising transaction for the Company. An Employee who has been issued
         Common Stock under the Plan, if he or she is otherwise eligible, may be
         granted additional Common Stock.

6.       Continuation of Employment

         Neither the Plan nor the issuance of any Common Stock under the Plan
         shall confer upon any Employee any right with respect to continuing
         employment with the Company, nor shall it interfere in any way with his
         or her right or the Company's right to terminate his or her employment
         or other position at anytime.

7.       Fair Market Value Limitation

         The Company's Board of Directors or Committee shall grant the right to
         receive Common Stock to Employees for services rendered to, or to be
         rendered to, or on behalf of, the Company such that the fair market
         value of the Shares approximates the fair market value of the services.
         Determination of fair market value shall be within the business
         discretion of the Board of Directors and/or Committee.

8.       Investment Representation

         Each Employee granted Shares under this Plan shall represent in writing
         that she/he is acquiring the shares for investment and not for resale
         or to distribute the Shares to the public. Upon demand, delivery of
         such a representation prior to the delivery of any shares issued shall
         be a condition precedent to the right of the Employee to receive Shares
         under the Plan.

9.       Amendments or Termination

         The Board of Directors may amend, alter or discontinue the Plan.

                                     Pg 18
<PAGE>


10.      Compliance with Other Laws and Regulations

         The Plan, the grant, and issuance of Shares under the Plan shall be
         subject to all applicable federal and state laws, rules and regulations
         and to such approvals by the governmental or regulatory agency as may
         be required. The Company shall not be required to issue or deliver any
         certificates for shares of Common Stock prior to the completion of any
         registration or qualification of such shares under any federal or state
         law, or any ruling or regulation of any governmental body which the
         Company shall, in its sole discretion, determine to be necessary or
         advisable. Further, it is the intention of the Company that the Plan
         comply in all respects with the provisions of Rule 16b-3 of the
         Securities and Exchange Act of 1934, as amended. If any Plan provision
         is found not to be in compliance with Rule 16b-3, the provision shall
         be deemed null and void.

11.      Effectiveness and Expiration of the Plan

         The Plan shall be effective on July 1, 2002, and continue to June 30,
         2003, the effective date of the Plan, and thereafter no Shares shall be
         granted under the Plan.


APPROVED THIS EFFECTIVE DAY THE 1st DAY OF JULY, 2002 BY THE BOARD OF DIRECTORS.


                                              /s/      Fred G. Luke
                                              ---------------------
                                              Name:    Fred G. Luke
                                              Title:   Director


                                     Pg 19

<PAGE>


                                  EXHIBIT 23.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION



                                 WEED & CO. LLP


     4695 MacARTHUR COURT, SUITE 1430, NEWPORT BEACH, CALIFORNIA 92660-2164
               TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087

                             WRITER'S DIRECT NUMBER
                                 (949) 475-9086



                                 March 26, 2003

Board of Directors
NewBridge Capital, Inc.
24 Corporate Plaza, Suite 100
Newport Beach, CA 92660

         Re:  Form S-8

Gentlemen:

         We hereby consent to the filing of our opinion dated even date herewith
as an Exhibit to the Form S-8 Registration Statement filed by NewBridge Capital,
Inc.

         We further consent to the reference to us and our opinion under the
caption "Legal Opinion and Experts" in the Prospectus.

                                          Very truly yours,



                                          /s/      Weed & Co. LLP
                                          ------------------------
                                                   Weed & Co. LLP

                                     Pg 20

<PAGE>


                                  EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in this Registration Statement of
NewBridge Capital, Inc. on Form S-8 of our report as independent auditors for
the Company dated March 14, 2003, appearing in the Annual Report on Form 10-KSB
of NewBridge Capital, Inc. as of and for the year ended June 30, 2002, and to
the reference to us under the heading "Legal Opinion and Experts" in the
Prospectus which is part of this Registration Statement.

                                       /s/ Davis Accounting Group, P.C.



Cedar City, Utah
March 26, 2003

                                     Pg 21
[{"type": "S-8", "sequence": "1", "filename": "nbrgs82002.txt", "description": "NBRG 2002 STOCK PLAN", "secsgml_size_bytes": 53035}]
{"company-data": {"conformed-name": "NEW BRIDGE CAPITAL INC", "cik": "0000794929", "assigned-sic": "3640", "irs-number": "411457271", "state-of-incorporation": "MN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104189", "film-number": "03632764"}, "business-address": {"street1": "4695 MACARTHUR COURT", "street2": "SUITE 530", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "9093053322"}, "mail-address": {"street1": "4695 MACARTHUR COURT", "street2": "SUITE 530", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": [{"former-conformed-name": "NRG INC /MN/", "date-changed": "19870216"}, {"former-conformed-name": "SCIENTIFIC NRG INC", "date-changed": "19920703"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31,2003
                                                  Registration no._________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             NEWBRIDGE CAPITAL, INC
              (Exact name of Registrant as specified in its charter

           Nevada                                         33-0877143
---------------------------------              ---------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

             24 Corporate Plaza, Suite 100, Newport Beach, CA 92660
          (Address of Principal Executive Offices, including ZIP Code)

                     NewBridge Capital, Inc. 2002 Stock Plan

                            (Full title of the plan)

      Fred G. Luke, 24 Corporate Plaza, Suite 100, Newport Beach, CA 92660
                    (Name and address of agent for service)

                                 (949)717-0631
         (Telephone number, including area code, of agent for service)
CALCULATION  OF REGISTRATION  FEE
Proposed             Proposed
                                            Maximum              Maximum         Amount of
Title of Securities   Amount of Shares      Offering            Aggregate      Registration
 to be Registered    to be Registered   Price Per Share(1)  Offering Price(1)       Fee
-------------------  -----------------  ------------------  -----------------  ------------
$.001 par value
   Common Stock          22,000,000          $.0175              $ 385,000         $ 35.42
                         ----------                              ---------         -------
     TOTALS              22,000,000            N/A               $ 385,000         $ 35.42
                         ==========                              =========         =======
----------------------------------

     (1)      This calculation is made solely for the purposes of determining
              the registration fee pursuant to the provisions of Rule 457(c)
              under the Securities Act of 1933, as amended, and is calculated on
              the basis of the average of the high an low prices per share of
              the common stock reported on the Pink Sheets as of March 25, 2003,
              a date within five business days prior to the filing of this
              registration statement.

                                      Pg 2
PROSPECTUS

                             NEWBRIDGE CAPITAL, INC.
                          24 Corporate Plaza, Suite 100
                             Newport Beach, CA 92660
                                 (949) 717-0631

                        22,000,000 SHARES OF COMMON STOCK

         This Prospectus relates to the offer and sale by NewBridge Capital,
Inc., a Nevada corporation (the "Company"), of 22,000,000 shares of its $.001
par value per share common stock (the "Common Stock") to certain employees and
consultants (collectively, "Employees") pursuant to the NewBridge Capital, Inc.
2002 Stock Plan (the "Plan"). The Company is registering hereunder and then
issuing to the Employees upon receipt of adequate consideration therefore,
22,000,000 shares of Common Stock for services performed.

         The Common Stock is not subject to any restriction on transferability.
Recipients of shares of the Company's Common Stock issued pursuant to the Plan,
other than persons who are Affiliates of the Company, within the meaning of the
Securities Act of 1933 (the "Act"), may sell all or part of the shares of Common
Stock issued pursuant to the Plan in any way permitted by law, including sales
in the over-the-counter market at prices prevailing at the time of such sale. Of
the shares of Common Stock registered hereunder, all of the 22,000,000 shares
being registered hereunder may be issued to present affiliates of the Company.
An "Affiliate" is, summarily, any director, executive officer or controlling
shareholder of the Company or any one of its subsidiaries. An Affiliate of the
Company is subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). If an Employee who is not now an Affiliate becomes
an Affiliate of the Company in the future, he/she would then be subject to
Section 16(b) of the Exchange Act.

The Common Stock is listed on the Pink Sheets under the symbol "NBRG."

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
        REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is March 26, 2003

                                      Pg 3
This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to NewBridge Capital,
Inc., 24 Corporate Plaza, Suite 100, Newport Beach, CA 92660, (949) 717-0631.

         The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be
obtained at the prescribed rates. The Company's stock has been traded on the
over-the-counter market since September 16, 1997 and is currently reported by
the National Quotation Bureau Electronic Bulletin Board and Pink Sheets.

         No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                      pg 4
TABLE OF CONTENTS

PART I - Information Required in the Section 10(a) Prospectus

Item 1. Plan Information......................................................6
         The Company  ........................................................6
         Purpose  ............................................................6
         General Plan Information.............................................6
         Securities to be Offered.............................................7
         Those Who May Participate in the Plan................................7
         Purchase of Securities Pursuant to the Plan and Payment for
           Securities Offered.................................................7
         Amendments and Termination...........................................7
         Registrant Information and Employee Plan Annual Information..........8
         Common Stock.........................................................8
         Employees............................................................8
         No Restrictions on Transfer..........................................8
         Tax Treatment to the Employees.......................................8
         Tax Treatment to Consultants.........................................8
         Tax Treatment to the Company.........................................9
         Restrictions on Resales..............................................9

Documents Incorporated by Reference and Additional Information................9

Item 2. Registrant Information and Employee Plan Annual Information...........9
         Legal Opinion and Experts............................................9
         Indemnification of Officers and Directors...........................10

PART II - Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.............................11

Item 4.  Description of Securities...........................................11

Item 5.  Interests of Named Experts and Counsel..............................11

Item 6.  Indemnification of Directors and Officers...........................11

Item 7.  Exemption from Registration Claimed.................................13

Item 8.  Exhibits............................................................13

Item 9.  Undertakings........................................................13

Signatures . . . . . . . . ..................................................15

Exhibit Index . . . . .......................................................16

                                      Pg 5
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

ITEM 1.  PLAN INFORMATION

The Company

         The Company has its principal executive offices at 24 Corporate Plaza,
Suite 100, Newport Beach, CA 92660, where its telephone number is (949)
717-0631.

Purpose

         The Common Stock to be issued by the Company to certain Employees and
Consultants will be issued pursuant to the Plan, and agreements entered into
between Employees and the Company which have been approved by the Board of
Directors of the Company (the "Board") and which grant such Employees shares of
Common Stock or the right to acquire shares of Common Stock pursuant to the
Plan. The Plan is intended to provide a method whereby the Company can induce
greater interest of the Employees in the Company's future prosperity, thereby
advancing the interests of the Company and all of its shareholders. A Copy of
the Plan has been filed as an exhibit to this Registration Statement.

General Plan Information

         Pursuant to the Plan, the Board can authorize the issuance of up to an
aggregate of Twenty-Two Million (22,000,000) shares of Common Stock of the
Company over a maximum of a one-year period, although the Board may shorten this
period.

         The Board adopted the Plan on April 1, 2002. The Plan is intended to
aid the Company in maintaining and continuing the development of a quality
management team, in attracting qualified Employees who can contribute to the
future success of the Company, and in providing such individuals with an
incentive to use their best efforts to promote the growth and profitability of
the Company.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.

         As the ultimate administrators of the Plan, the Board should be
contacted with requests for additional Plan information. Alternatively, the
Board may appoint a committee to administer the Plan (hereinafter the Board or
its duly authorized committee shall be referred to as "Plan Administrators"). As
no committee has been authorized by the Board, the current Board members are the
Plan Administrators. This group includes Fred G. Luke. The address of the Board
is The Board of Directors, NewBridge Capital, Inc., 24 Corporate Plaza, Suite
100, Newport Beach, CA 92660: its telephone number is (949) 717-0631.

                                      Pg 6
In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

         The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive shares, decide the number of shares and
establish other terms not already established in the Company's Plan. Information
concerning changes in the Plan will be provided in the future either in the
Company's proxy statements, annual or other reports, or in amendments to this
document.

Securities to be Offered

         The Plan provides for the issuance of a maximum of Twenty-Two Million
(22,000,000) shares of Common Stock to be issued in exchange for services (as
defined herein).

Those Who May Participate in the Plan

         The Board shall determine which of the Company's Employees are eligible
to receive shares as compensation under the Plan. The term `Employee' includes
any employee, director, officer, or consultant or advisor of the Company or any
of its subsidiaries. "Services" shall include any and all bonafide professional
or individual advice or effort rendered for the benefit of the Company, provided
that such services must not be in connection with the offer or sale of
securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan Administrators shall determine which Employees shall receive
shares under the Plan. The Plan is not subject to ERISA and the securities are
being issued by the Company and not purchased on the open market or otherwise.
Shares issued under the Plan shall be issuable as determined by the Plan
Administrators.

         The shares of Common Stock subject to the Plan are subject to
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued and outstanding shares of Common Stock as a
result of a stock split, consolidation, or other recapitalization. Options, if
any, and all other interests under the Plan shall be non-transferable, except by
means of a will or the laws of descent and distribution.

Amendments and Termination

         The Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any shares then issued and outstanding
under the Plan. The Plan shall otherwise terminate on June 30, 2003, as
specified by the Plan. No shares may be issued under the terms of the Plan after
the Plan has been terminated. The Board may alter or amend the Plan only once
during any six (6) month period, except as to comply with changes to the Code.
No termination, suspension, alteration or amendment may adversely affect the
rights of an Employee entitled to receive shares under the Plan without the
consent of that Employee.

                                      Pg 7
Registrant Information and Employee Plan Annual Information

         The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest Annual Report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. Requests for such information should be
directed to the Company at 24 Corporate Plaza, Suite 100, Newport Beach, CA
92660.

Common Stock

         The Board has authorized the issuance of up to Twenty-Two Million
(22,000,000) shares of Common Stock to the Employees upon effectiveness of this
Registration Statement.

Employees

         Employees engaged, retained and employed by the Company have or shall
be required to provide their expertise and advice to the Company for the
purposes set forth in written agreements with the Company.

No Restrictions on Transfer

         The Employees will become the record and beneficial owners of the
shares of Common Stock upon issuance pursuant to the Plan, and they shall be
entitled to all of the rights of ownership, including the right to vote any
shares of Common Stock awarded and to receive ordinary cash dividends on the
Common Stock.

Tax Treatment to the Employees

         The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Employees, therefore, will be required for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual provision to the contrary the
Employees will receive compensation taxable at ordinary rates equal to the fair
market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. The Employees
are urged to consult each of their tax advisors on this matter. Further, if any
recipient is an Affiliate, Section 16(b) of the Exchange Act is applicable and
may affect the issue of taxation.

Tax Treatment to Consultants

         The shares of Common Stock issuable pursuant to the Plan are not
qualified under Section 401(a) of the Internal Revenue Code. The Consultants,
therefore, will be required for federal income tax purposes to recognize
ordinary income during the taxable year in which the first of the following
events occurs: (a) the shares become freely transferable, or (b) the shares
cease to be subject to a substantial risk of forfeiture. Accordingly, absent a
specific contractual provision to the contrary, Consultants who receive shares
of Common Stock issuable pursuant to the Plan will receive compensation taxable
at ordinary rates equal to the fair market value of the shares on the date of
receipt since there will be no substantial risk of forfeiture or other
restrictions on transfer. If, however, the Consultants receive shares of Common
Stock pursuant to the exercise of an option or options issuable pursuant to the
Plan, at an exercise price below the fair market value of the shares on the date
of exercise, the difference between the exercise price and the fair market value
of such share on the date of exercise will be deemed ordinary income for federal
income tax purposes. The Consultants are urged to consult each of their tax
advisors on this matter. Further, if any recipient is an Affiliate, Section
16(b) of the Exchange Act is applicable and will affect the issue of taxation.

                                      Pg 8
Tax Treatment to the Company

         The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes in the taxable year of the Company
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an Affiliate of the Company acquires shares of Common
Stock hereunder, the Affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any Affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit," as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
Company's Common Stock issued hereunder to Affiliates is equal to the value of
services rendered, as determined by the price such affiliates receive in any
subsequent sale of the shares. Shares of the Company's Common Stock acquired
hereunder by persons other than Affiliates are not subject to Section 16(b) of
the Exchange Act.

Documents Incorporated by Reference and Additional Information

         The Company hereby incorporates by reference (i) its Annual Report on
Form 10-KSB for the year ended June 30, 2002, filed pursuant to Section 13 of
the Exchange Act, (ii) any and all Quarterly Reports and Current Reports on
Forms 10-Q (or 10-QSB or 8-K) filed under the Securities or Exchange Act
subsequent to the filing of the Company's Annual Report on Form 10-K (or 10-KSB)
for the fiscal year ended June 30, 2002, as well as all other reports filed
under Section 13 of the Exchange Act, and (iii) its Annual Report, if any, to
shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further documents filed by the Company pursuant to Section 13, 14, or 15(d)
of the Exchange Act prior to the termination of this offering are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing. All documents which when together, constitute this Prospectus,
will be sent or given to participants by the Registrant as specified by Rule
428(b)(1) of the Securities Act.

ITEM  2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: NewBridge Capital, Inc., 24 Corporate Plaza, Suite 100,
Newport Beach, CA 92660; (949) 717-0631.

Legal Opinion and Experts

         Weed & Co. LLP has rendered an opinion on the validity of the
securities being registered.

         The financial statements of NewBridge Capital, Inc. incorporated by
reference in this Prospectus for the year ended June 30, 2002 have been audited
by Davis Accounting Group P.C., independent certified public accountants, as set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

                                      Pg 9
Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Company hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

         (a)  The Company's latest Annual Report on Form 10-KSB, whether filed
              pursuant to Section 13(a) or 15(d) of the Exchange Act;

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
              Exchange Act since the end of the fiscal year covered by the
              Annual Report referred to in (a), above; and

         (c)  The latest prospectus filed pursuant to Rule 424(b) under the
              Securities Act.

ITEM 4.  DESCRIPTION OF SECURITIES

         No description of the class of securities (i.e., the $.001 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr. Weed, a partner with Weed & Co. LLP, owns 1,800,000 shares of the
Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is Sections 78.7502 and 78.751 of the
Nevada Corporations Law, the text of which is set forth below.

Section 78.7502. Discretionary and mandatory indemnification of officers,
directors, employees and agents: General provisions

                                     Pg 10
1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

Section 78.751. Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses

1. Any discretionary indemnification under NRS 78.7502, unless ordered by a
court or advanced pursuant to subsection 2, may be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made:

         (a)  By the stockholders;

         (b)  By the board of directors by majority vote of a quorum consisting
              of directors who were not parties to the action, suit or
              proceeding;

         (c)  If a majority vote of a quorum consisting of directors who were
              not parties to the action, suit or proceeding so orders, by
              independent legal counsel in a written opinion; or

         (d)  If a quorum consisting of directors who were not parties to the
              action, suit or proceeding cannot be obtained, by independent
              legal counsel in a written opinion.

                                     Pg 11
2. The Articles of Incorporation, the Bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

 3. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section:

         (a)  Does not exclude any other rights to which a person seeking
              indemnification or advancement of expenses may be entitled under
              the articles of incorporation or any bylaw, agreement, vote of
              stockholders or disinterested directors or otherwise, for either
              an action in his official capacity or an action in another
              capacity while holding his office, except that indemnification,
              unless ordered by a court pursuant to NRS 78.7502 or for the
              advancement of expenses made pursuant to subsection 2, may not be
              made to or on behalf of any director or officer if a final
              adjudication establishes that his acts or omissions involved
              intentional misconduct, fraud or a knowing violation of the law
              and was material to the cause of action.

         (b)  Continues for a person who has ceased to be a director, officer,
              employee or agent and inures to the benefit of the heirs,
              executors and administrators of such a person.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         (a)  The following exhibits are filed as part of this registration
              statement pursuant to Item 601 of Regulation S-B and are
              specifically incorporated herein by this reference:

         Exhibit No.   Title

         5.            Opinion of Counsel.
         10.           The NewBridge Capital, Inc. 2002 Stock Plan.
         23.1          Consent of Weed & Co LLP.
         23.2          Consent of Davis Accounting Group P.C.

ITEM 9.  UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
registrant will, unless in the opinion of its counsel, and the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.

                                     Pg 12
The Company hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement to:

         (i)  include any prospectus required by Section 10 (a) (3) of the
              Securities Act;

         (ii) reflect in the prospectus any facts or events arising after the
              effective date of the registration statement (or the most recent
              post-effective amendment thereof) which, individually or in the
              aggregate, represents a fundamental change in the information set
              forth in the registration statement;

         (iii) include any material information with respect to the plan of
              distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement;

         provided, however, paragraphs (i) and (ii) shall not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs are incorporated by reference from periodic reports
         filed by the registrant small business issuer under the Exchange Act.

(2)      That, for the purpose of determining any liability under the Securities
         Act, each post-effective amendment to the registration statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

(4)      To deliver or cause to be delivered with the prospectus, to each person
         to whom the prospectus is sent or given, the latest Annual Report to
         security holders that is incorporated by reference in the prospectus
         and furnished pursuant to and meeting the requirements of Rule 14a-3 or
         Rule 14e-3 under the Exchange Act; and, where interim financial
         information require to be presented by Article 3 of Regulation S-X is
         not set forth in the prospectus, to deliver, or cause to be delivered
         to each person to whom the prospectus is sent or given, the latest
         quarterly report that is specifically incorporated by reference in the
         prospectus to provide such interim financial information.

         Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of registrant's Annual Report
pursuant to Section 13(a) of the Securities Act (and, where applicable, each
filing of an employee benefit plan's Annual Report pursuant to Section 15(d) of
the Securities Exchange) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

             (The remainder of this page left intentionally blank.)

                                     Pg 13
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Newport Beach, State of California on the 26th day of
March, 2003.

                                       NewBridge Capital, Inc.
                                       (Registrant)

                                       By:/s/  Fred G. Luke
                                       -----------------------
                                       Name:   Fred G. Luke
                                       Title:  President

         Pursuant to the requirements of the Securities Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:

                   Signatures                Title                   Date
         -------------------------    ---------------------   -----------------
         /s/      Fred G. Luke             Director              March 26, 2003

                                     Pg 14
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:

   Exhibit
  Number in
Registration                                                            Numbered
  Statement                  Description                                  Page
------------ ---------------------------------------------------------- --------

      5.     Opinion of Counsel                                             17

     10.     NewBridge Capital, Inc. 2002 Stock Plan.                       18

     23.1    Consent of Weed & Co LLP                                       21

     23.2    Consent of Independent Auditors -
               (Davis Accounting Group P.C.)                                22
------------------------------------

                                     Pg 15
EXHIBIT 5.

                               OPINION OF COUNSEL

                                 WEED & Co. LLP

     4695 MacARTHUR COURT, SUITE 1430, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087

                                 March 26, 2003

Board of Directors
NewBridge Capital, Inc.
24 Corporate Plaza, Suite 100
Newport Beach, CA 92660

         Re:  Form S-8 Registration Statement Opinion of Counsel

Gentlemen:

         We have acted as a special counsel for NewBridge Capital, Inc. a Nevada
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, (the "Act") of a registration statement on Form S-8
(the "Registration Statement"), relating to the offer and sale of Twenty-Two
Million (22,000,000) shares of Common Stock, $.001 par value (the "Common
Stock") to Employees of the Company, in consideration for services performed and
to be performed on behalf of the Company under the terms and conditions of
certain agreements (the "Agreements").

         In connection with this opinion, we have examined the Registration
Statement and such other documents, records certificates, memoranda and other
instruments as we deemed necessary for the basis of this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals and the conformity to originals of all documents submitted to us as
copies and the due execution and delivery of all documents where due execution
and delivery are a prerequisite to the effectiveness thereof.

         On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the Agreements,
Stock Plan and the Registration Statement and related prospectus, will be
validly issued, fully paid and non-assessable.

                                          Very truly yours,

                                          /s/      Weed & Co. LLP
                                          -----------------------
                                                   Weed & Co. LLP

                                     Pg 18
EXHIBIT 10.

                   THE NEWBRIDGE CAPITAL INC. 2002 STOCK PLAN

1.       Purpose of the Plan

         The purpose of the NewBridge Capital Inc. 2002 Stock Plan ("Plan") is
         to provide a means by which NewBridge Capital Inc., a Nevada
         corporation ("Company"), may compensate key employees, advisors, and
         consultants by issuing to them shares of its capital stock in exchange
         for services, and to thereby conserve the Company's cash resources. In
         addition, equity ownership will provide increased incentive for such
         individuals to render services to the Company in the future and to
         exert maximum effort for the success of the Company's business.

2.       Definitions

         The following definitions apply to the provisions of this Plan:

         A.   "Board" means the Company's Board of Directors

         B.   "Common Stock" means the Company's $.001 par value common stock

         C.   "Committee" means the Committee appointed by the Board in
              accordance with paragraph A of Section 3 of this Plan. If no
              Committee is appointed, "Committee" refers to the Board.

         D.   "Employee" means any person, including officers, directors,
              employees, advisors, and consultants employed by the Company or
              any Subsidiary on either a full-time or part-time basis.

         E    "Plan" means this 2002 Stock Plan.

         F.   "Share" means a share of Common Stock.

3.       Administration of the Plan

         A.   Procedure. The Board shall administer the Plan. The Board may
              appoint a Committee of not less than three (3) Board members to
              administer the Plan, subject to such terms and conditions as the
              Board may prescribe. Once appointed, the Committee shall continue
              to serve until the Board otherwise directs. From time to time, the
              Board may increase the Committee size and appoint additional
              members, fill vacancies, however caused, and remove all members
              and thereafter directly administer the Plan. Members of the
              Committee who are either eligible for Shares under this Plan or
              have been granted Shares under this Plan may vote on any matters
              affecting the Plan administration or granting any Shares under the
              Plan; provided that no such member shall act upon the granting of
              Shares to himself or herself, but any such member may be counted
              in determining the existence of a quorum at any meeting during
              which such action is taken.

         B.   Powers of the Committee. The Committee shall have the authority to
              (i) based on relevant information, to determine the fair market
              value of the Common Stock; (ii) to determine the value of the

                                     Pg 17
services rendered or to be rendered to the Corporation, (iii) the
              Employees or Consultants to whom and the time or times when Common
              Stock shall be granted and the number of Shares to be issued; (iv)
              to interpret the Plan; (v) to prescribe, amend and rescind rules
              and regulations relating to the Plan; (vi) to authorize any person
              to execute on the Company's behalf any instrument required to
              effectuate a grant of Common Stock; and (vii) to make all other
              determinations deemed necessary or advisable for administering the
              Plan.

         C.   Effect of Committee's Decision. All decisions, determinations, and
              interpretations of the Committee shall be final and binding on any
              and all holders of Common Stock granted under the Plan.

4.       Shares Reserved.

         A total of Twenty Two Million (22,000,000) shares of Common Stock shall
         be subject to the Plan and shall be and are hereby reserved for
         issuance under the Plan. Such Shares shall be unissued or previously
         issued shares reacquired and held by the Company. Any such shares which
         remain unsold when the Plan terminates shall cease to be reserved for
         the Plan but, until termination, the Company shall at all times reserve
         a sufficient number of shares to meet the Plan's requirements.

5.       Eligibility

         Common Stock may be issued under this Plan only to Employees for
         services rendered to the Company or on the Company's behalf as
         determined by the Board or the Committee. Common stock may not be
         issued under this Plan for services in connection with a capital-
         raising transaction for the Company. An Employee who has been issued
         Common Stock under the Plan, if he or she is otherwise eligible, may be
         granted additional Common Stock.

6.       Continuation of Employment

         Neither the Plan nor the issuance of any Common Stock under the Plan
         shall confer upon any Employee any right with respect to continuing
         employment with the Company, nor shall it interfere in any way with his
         or her right or the Company's right to terminate his or her employment
         or other position at anytime.

7.       Fair Market Value Limitation

         The Company's Board of Directors or Committee shall grant the right to
         receive Common Stock to Employees for services rendered to, or to be
         rendered to, or on behalf of, the Company such that the fair market
         value of the Shares approximates the fair market value of the services.
         Determination of fair market value shall be within the business
         discretion of the Board of Directors and/or Committee.

8.       Investment Representation

         Each Employee granted Shares under this Plan shall represent in writing
         that she/he is acquiring the shares for investment and not for resale
         or to distribute the Shares to the public. Upon demand, delivery of
         such a representation prior to the delivery of any shares issued shall
         be a condition precedent to the right of the Employee to receive Shares
         under the Plan.

9.       Amendments or Termination

         The Board of Directors may amend, alter or discontinue the Plan.

                                     Pg 18
10.      Compliance with Other Laws and Regulations

         The Plan, the grant, and issuance of Shares under the Plan shall be
         subject to all applicable federal and state laws, rules and regulations
         and to such approvals by the governmental or regulatory agency as may
         be required. The Company shall not be required to issue or deliver any
         certificates for shares of Common Stock prior to the completion of any
         registration or qualification of such shares under any federal or state
         law, or any ruling or regulation of any governmental body which the
         Company shall, in its sole discretion, determine to be necessary or
         advisable. Further, it is the intention of the Company that the Plan
         comply in all respects with the provisions of Rule 16b-3 of the
         Securities and Exchange Act of 1934, as amended. If any Plan provision
         is found not to be in compliance with Rule 16b-3, the provision shall
         be deemed null and void.

11.      Effectiveness and Expiration of the Plan

         The Plan shall be effective on July 1, 2002, and continue to June 30,
         2003, the effective date of the Plan, and thereafter no Shares shall be
         granted under the Plan.

APPROVED THIS EFFECTIVE DAY THE 1st DAY OF JULY, 2002 BY THE BOARD OF DIRECTORS.

                                              /s/      Fred G. Luke
                                              ---------------------
                                              Name:    Fred G. Luke
                                              Title:   Director

                                     Pg 19
EXHIBIT 23.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION

                                 WEED & CO. LLP

     4695 MacARTHUR COURT, SUITE 1430, NEWPORT BEACH, CALIFORNIA 92660-2164
               TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087

                             WRITER'S DIRECT NUMBER
                                 (949) 475-9086

                                 March 26, 2003

Board of Directors
NewBridge Capital, Inc.
24 Corporate Plaza, Suite 100
Newport Beach, CA 92660

         Re:  Form S-8

Gentlemen:

         We hereby consent to the filing of our opinion dated even date herewith
as an Exhibit to the Form S-8 Registration Statement filed by NewBridge Capital,
Inc.

         We further consent to the reference to us and our opinion under the
caption "Legal Opinion and Experts" in the Prospectus.

                                          Very truly yours,

                                          /s/      Weed & Co. LLP
                                          ------------------------
                                                   Weed & Co. LLP

                                     Pg 20
EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement of
NewBridge Capital, Inc. on Form S-8 of our report as independent auditors for
the Company dated March 14, 2003, appearing in the Annual Report on Form 10-KSB
of NewBridge Capital, Inc. as of and for the year ended June 30, 2002, and to
the reference to us under the heading "Legal Opinion and Experts" in the
Prospectus which is part of this Registration Statement.

                                       /s/ Davis Accounting Group, P.C.

Cedar City, Utah
March 26, 2003

                                     Pg 21