==============================================================================

                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

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

                           FORM 10-QSB

(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the period ended March 31, 2004

                                OR

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

                Commission file number: 000-30382

                  DataLogic International, Inc.
      -----------------------------------------------------
      (Exact name of registrant as specified in its charter)



          Delaware                                  33-0755473
-------------------------------          -----------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)


    18301 Von Karman Ave, Suite 250, Irvine, California 92612
    ----------------------------------------------------------
             (Address of principal executive offices)

                          (949) 260-0120
                  ------------------------------
                 (Registrant's telephone number)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes [X]  No [ ]

As of April 30, 2003, there were 36,830,366 shares of the issuer's Common
Stock outstanding.

Transitional Small Business Disclosure Format (Check One): Yes [X]  No [ ]

==============================================================================




<PAGE>

                              INDEX


PART I.  FINANCIAL INFORMATION

  Item 1. Consolidated Financial Statements

          Unaudited Consolidated Balance Sheets - Three Months Ended
          March 31, 2004 ..................................................3

          Unaudited Consolidated Statement of Operations - Three Months
          Ended March 31, 2004 and 2003 ...................................4

          Unaudited Consolidated Statement of Cash Flows - Three Months
          Ended March 31, 2004 and 2003 ...................................5

          Notes to Unaudited Consolidated Financial Statements ............6

  Item 2. Management's Discussion and Analysis or Plan of Operation ......14

  Item 3. Controls and Procedures ........................................19


PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings ..............................................20
  Item 2. Changes in Securities ..........................................20
  Item 3. Defaults on Senior Securities ..................................20
  Item 4. Submission of Matters to a Vote of Security Holders ............20
  Item 5. Other Information ..............................................20
  Item 6. Exhibits and Reports Filed on Form 8-K..........................20

SIGNATURES ...............................................................21























<PAGE> 2


                  PART I. FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements

           DATALOGIC INTERNATIONAL, INC. & SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEET
                          MARCH 31, 2004
                           (Unaudited)

                              ASSETS

CURRENT ASSETS:
   Cash & cash equivalent                                   $     514,653
   Accounts receivable, net of allowance
     for doubt debts of $113,000                                2,226,853
   Marketable Securities - available for sale                      61,000
   Inventory                                                       61,986
   Prepaid expenses                                                 5,532
                                                            --------------
     Total current assets                                       2,870,024

PROPERTY AND EQUIPMENT, net                                        66,647

INTANGIBLE ASSETS
   Licenses, net                                                   30,459
   Client Lists, net                                                5,514

DEPOSITS                                                            6,611
                                                            --------------
                                                            $   2,979,255
                                                            ==============

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable & accrued expenses                      $   1,180,117
   Deferred Income                                                165,000
   Line of credit                                                 429,406
   Note payable - officer                                         249,000
   Note payable                                                   168,200
   Due to factor                                                  281,848
                                                            --------------
     Total current liabilities                                  2,473,571

MINORITY INTEREST                                                 203,881

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value; Authorized shares
     100,000,000; Issued and outstanding shares 36,830,366         36,830
   Shares to be issued                                            160,200
   Additional paid in capital                                   1,839,733
   Prepaid Consulting Fees                                       (146,850)
   Accumulated other comprehensive loss                          (142,500)
   Accumulated deficit                                         (1,445,609)
                                                            --------------
     Total stockholders' equity                                   301,804
                                                            --------------
                                                            $   2,979,255
                                                            ==============

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


<PAGE> 3
           DATALOGIC INTERNATIONAL, INC. & SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THREE MONTH PERIODS ENDING MARCH 31, 2004 AND 2003
                           (Unaudited)



                                                       2004          2003
                                                 ------------- -------------

Net revenue                                      $  4,001,587  $  2,291,314

Cost of Revenue                                     3,004,324     1,964,570
                                                 ------------- -------------

Gross Profit                                          997,263       326,744

Operating expenses                                    272,756       227,820
                                                 ------------- -------------

Income from operations                                724,507        98,924

Non-operating expense
  Factoring expense                                   (67,232)            -
  Interest expense                                    (10,963)      (10,107)
                                                 ------------- -------------
     Total non-operating income (expense)             (78,195)      (10,107)
                                                 ------------- -------------

Income before income tax                              646,312        88,817

Provision for income tax                                1,600         1,600

Minority Interest Allocation                         (165,180)            -
                                                 ------------- -------------
Net income (loss)                                $    479,532  $     87,217
                                                 ============= =============
Basic and diluted net income (loss) per share    $      0.013  $      0.003
                                                 ============= =============
Basic and diluted weighted
  average shares outstanding                       36,547,023    25,962,093
                                                 ============= =============




* Weighted average number of shares used to compute basic and diluted loss per
  share is the same since the effect of dilutive securities is anti-dilutive.












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

<PAGE> 4

           DATALOGIC INTERNATIONAL, INC. & SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THREE MONTH PERIODS ENDING MARCH 31, 2004 AND 2003
                           (Unaudited)


                                                       2004          2003
                                                  ------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                      $    479,532  $      87,217
  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
     Depreciation and amortization                      15,932          2,024
     Issuance of shares for service                    113,350              -
     (Increase) decrease in current assets:
        Receivables                                   (693,309)    (1,303,340)
        Prepaid expenses                                (4,558)         2,094
        Inventory                                        4,239              -
        Deposits                                             -         (1,025)
     Increase in current liabilities:
        Minority Interest                              165,181              -
        Deferred Income                                 40,000              -
        Accounts payable and accrued expense           365,444        362,515
                                                  ------------- --------------
   Total Adjustments                                     6,279       (937,732)
                                                  ------------- --------------
        Net cash provided by (used in)
        operating activities                           485,811       (850,515)
                                                  ------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of treasury stock                                 -        (10,000)
  Sale of treasury stock                               150,904              -
  Acquisition of property & equipment                    4,243            (64)
                                                  ------------- --------------
        Net cash used in investing activities          155,147        (10,064)
                                                  ------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from factor                                       -        582,444
  Payment to the factor                               (572,453)             -
  Proceed from loans                                   110,000        250,000
  Payments of loans                                   (100,000)       (36,400)
  Proceed from line of credit                          182,631         83,557
                                                  ------------- --------------
        Net cash provided by financing activities     (379,822)       879,601
                                                  ------------- --------------
NET INCREASE IN CASH & CASH EQUIVALENTS                261,136         19,022

CASH & CASH EQUIVALENTS, BEGINNING BALANCE             253,517              -
                                                  ------------- --------------
CASH & CASH EQUIVALENTS, ENDING BALANCE           $    514,653  $      19,022
                                                  ============= ==============





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




<PAGE> 5

DATALOGIC INTERNATIONAL, INC. & SUBSIDIARY
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DataLogic International, Inc. (formerly, Topclick International, Inc.) (the
"Company") was incorporated on October 3, 1996 in the state of Delaware. The
Company changed its name from Galveston Oil & Gas, Inc. to Topclick
International, Inc. on February 5, 1999. The Company was developing an
Internet website for providing users with a one-stop information index to the
top Internet guides. On July 23, 2001, the board of directors approved the
amendment of the Company  certificate of incorporation to change its name to
DataLogic International, Inc.

On July 20, 2001, the Company acquired 100% shares outstanding of DataLogic
Consulting, Inc. (DCI), a Texas Corporation, and became a parent Company. DCI
provides SAS consulting services, Telecommunication and Wireless consulting
services, Web design and E-commerce development, and IT staffing and offshore
development services to various industries throughout the country. DCI was
formed on August 20, 1993.

On June 2, 2003, the Company closed a transaction, whereby it acquired 51% of
the issued and outstanding shares of capital stock of i-PhoneHome, Inc., a
California corporation which was 100% owned by several individuals. In
exchange for 51% of the shares common stock of i-PhoneHome, Inc., the Company
issued i-PhoneHome, Inc. fifty-seven thousand ($57,000) dollars in restricted
common stock.  On December 2, 2003, the company issued i-PhoneHome, Inc. an
additional forty thousand ($40,000) dollars in restricted common stock
provided that this agreement remained valid and that i-PhoneHome, Inc. is
profitable on or about this date.

On July 24, 2003, i-PhoneHome, Inc. changed its name to IPN Communications,
Inc.

On January 5, 2004, the Management agreement with IPN Communications, Inc. was
amended.  The term of the Agreement shall remain in effect until December 31,
2004 unless terminated prior to that time in accordance with the terms in the
Agreement. The amendment provided for DataLogic to pay IPN in the amount of $
100,000 payable in DataLogic restricted common stock in full consideration of
IPN  performance of services. In addition, DataLogic shall pay IPN eleven
percent of net profits. DataLogic shall no longer be obligated to pay IPN
monthly service fees or any other payout based on the net profit milestones as
outlined in the original Management Agreement. In lieu of the agreement, the
Company issued 370,370 shares of common stock valued at $100,000 on January 5,
2004 (note 9).


Basis of presentation

The accompanying unaudited condensed consolidated interim financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission for the presentation of interim financial
information, but do not include all the information and footnotes required by
generally accepted accounting



<PAGE> 6

principles for complete financial statements.  The audited consolidated
financial statements for the year ended December 31, 2003 were filed on April
9, 2004 with the Securities and Exchange Commission and are hereby referenced.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the three-month ended
March 31, 2004 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2004.


Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods
and services based on the fair value of the goods and services or the fair
value of the equity instrument at the time of issuance, whichever is more
reliably measurable.


Segment Reporting

The Company has two reportable segments consisting of   the consulting
services and the sale of phones. The Company evaluates performance based on
sales, gross profit margins and operating profit before income taxes.
The following is information for the Company  reportable segments for the
three month period ended March 31, 2004 (in thousands):


                                        Voice
                                        Over IP
                                        (VoIP)
                           Consulting   Phone
                           Segment      Segment      Unallocated  Total
                           ------------ ------------ ------------ ------------
Revenue                    $     3,192  $       810  $         -  $     4,002

Gross margin                       521          476            -          997

Depreciation and amortization       (2)          (6)          (8)         (16)

Interest expense                    (8)          (3)           -          (11)

Income(Loss) from continuing
operations before income taxes     316          338           (8)         646

Identifiable assets              2,263          716            -        2,979

Capital expenditures                 -            -            -            -

The Company operated in one segment for the three month period ending March
31, 2003.








<PAGE> 7


Reclassifications

Certain comparative amounts have been reclassified to conform with the current
year's presentation.


NOTE 2 - PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
DataLogic International, Inc, its 100% wholly owned subsidiary, and DataLogic
Consulting, Inc. (DCI) and 51% owned subsidiary, IPN Communications, Inc.
(formerly, i-PhoneHome, Inc.) from the acquisition date.  All significant
inter-company accounts and transactions have been eliminated in consolidation.


NOTE 3 - RECENT PRONOUNCEMENTS

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
Compensation-Transition and Disclosure".  SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation.  In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used, on
reported results.  The Statement is effective for the Companies' interim
reporting period ending January 31, 2003.

In compliance with FAS No. 148, the Company has elected to continue to follow
the intrinsic value method in accounting for its stock-based employee
compensation plan as defined by APB No. 25 and has made the applicable
disclosures below.

Had the Company determined employee stock based compensation cost based on a
fair value model at the grant date for its stock options under SFAS 123, the
Company's net earnings per share would have been adjusted to the pro forma
amounts for the three month period ended March 31, 2004 as follows ($ in
thousands, except per share amounts):

            Net Income - as reported                    $       480

            Stock-Based employee compensation
              expense included in reported net
              income, net of tax                                  -

            Total stock-based employee
              compensation expense determined
              under fair-value-based method for all
              rewards, net of tax                               (89)
                                                        ------------
            Pro forma net loss                          $       391
                                                        ============

            Earnings per share:
            Basic, as reported                          $     0.013
            Diluted, as reported                        $     0.013
            Basic, pro forma                            $     0.011
            Diluted, pro forma                          $     0.011

<PAGE> 8


The assumptions used in calculating the fair value of options granted using
the Black-Scholes option- pricing model are as follows:


            Risk-free interest rate                       3.5%
            Expected life of the options                  2 years
            Expected volatility                           253%
            Expected dividend yield                       -


Following is a summary of the stock option activity:

            Outstanding at December 31, 2003              1,750,000
            Granted                                         130,000
            Forfeited                                      (600,000)
            Exercised                                             -
                                                          ---------

            Outstanding at March 31, 2004                 1,280,000
                                                          =========

On April 30 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment
of Statement 133 on Derivative Instruments and Hedging Activities. FAS 149
amends and clarifies the accounting guidance on (1) derivative instruments
(including certain derivative instruments embedded in other contracts) and (2)
hedging activities that fall within the scope of FASB Statement No. 133 (FAS
133), Accounting for Derivative Instruments and Hedging Activities. FAS 149
also amends certain other existing pronouncements, which will result in more
consistent reporting of contracts that are derivatives in their entirety or
that contain embedded derivatives that warrant separate accounting. FAS 149 is
effective (1) for contracts entered into or modified after June 30, 2003, with
certain exceptions, and (2) for hedging relationships designated after June
30, 2003. The guidance is to be applied prospectively. The adoption of SFAS
No. 149 does not have a material impact on the Company  financial position or
results of operations or cash flows.

On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 150 (FAS 150), Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. FAS 150 changes the accounting
for certain financial instruments that, under previous guidance, could be
classified as equity or "mezzanine" equity, by now requiring those instruments
to be classified as liabilities (or assets in some circumstances) in the
statement of financial position. Further, FAS 150 requires disclosure
regarding the terms of those instruments and settlement alternatives. FAS 150
affects an entity's classification of the following freestanding instruments:
a) Mandatorily redeemable instruments b) Financial instruments to repurchase
an entity's own equity instruments c) Financial instruments embodying
obligations that the issuer must or could choose to settle by






<PAGE> 9





issuing a variable number of its shares or other equity instruments based
solely on (i) a fixed monetary amount known at inception or (ii) something
other than changes in its own equity instruments d) FAS 150 does not apply to
features embedded in a financial instrument that is not a derivative in its
entirety. The guidance in FAS 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June
15, 2003. For private companies, mandatorily redeemable financial instruments
are subject to the provisions of FAS 150 for the fiscal period beginning after
December 15, 2003. The adoption of SFAS No. 150 does not have a material
impact on the Company  financial position or results of operations or cash
flows.

In December 2003, the Financial Accounting Standards Board (FASB) issued a
revised Interpretation No. 46, "Consolidation of Variable Interest Entities"
(FIN 46R). FIN 46R addresses consolidation by business enterprises of variable
interest entities and significantly changes the consolidation application of
consolidation policies to variable interest entities and, thus improves
comparability between enterprises engaged in similar activities when those
activities are conducted through variable interest entities. The Company does
not hold any variable interest entities.


NOTE 4 - DUE TO FACTOR

On August 23, 2002, the Company entered into a factoring and security
agreement to sell certain accounts receivable to Allied Capital Partners, L.P.
The purchase price for each account sold is the face amount of the account
less a discount of 1.6%. All accounts sold are with recourse on seller.
Allied may defer making payment to the Company of a portion of the purchase
price payable for all accounts purchased which have not been paid up to 13.25%
of such accounts (reserve). All of the Company's accounts receivable,
inventories and computer hardware are pledged as collateral under this
agreement. The initial term is for three month and will automatically renew
for additional three month at the end of the term. As of March 31, 2003, the
Company factored receivables of approximately $582,446 from the factored
receivable of $685,231. In connection with the factoring agreement, the
Company incurred fees of $11,636 during the three months ended March 31, 2003.
As of March 31, 2004, the Company factored receivables of approximately
$281,848 from the factored receivable of $331,586. In connection with the
factoring agreement, the Company incurred fees of $67,315 during the three
months ended March 31, 2004.


NOTE 5 -  NOTES PAYABLE - OFFICER

The company borrowed $ 100,000 from the officer during the quarter ended March
31, 2004. The notes payable to the officers amounted to $ 249,000 at March 31,
2004. The notes are unsecured and bear the annual interest rates of 6% and 12%
on the unpaid principal balance. Interest on these notes for the three month
period ended March 31, 2004 and 2003 amounted to $ 2,788 and $19,000.







<PAGE> 10

NOTE 6 - NOTES PAYABLE & LINE OF CREDIT

Notes payable comprised of the following:

Unsecured note, interest rate 10%, interest payable on
 last day of each month, due January 15, 2004                      $  50,000
Unsecured note, interest rate 10%, interest payable at
 the end of the term or on demand, due February 4, 2004               50,000
Unsecured note, Interest rate 12%, interest payable at
 the end of the term, due June 30, 2004                               33,200
Unsecured note, Interest rate 12%, interest payable at
 the end of the term, due June 30, 2004                               25,000
Unsecured note - payable to an officer of the Company,
 Interest rate 6%, interest payable at the end of
 the term, due March 31, 2005                                         10,000
                                                                   ---------
                                                                   $ 168,200
                                                                   =========

The company paid $ 100,000 towards the notes during the period ending March
31, 2004. Interest on these notes for the period ended March 31, 2004 and
March 31, 2003 was $4,239 and $ 1,875 respectively.

The Company has a line of credit of $450,000 from a financial institution with
outstanding balance of $429,406 as of March 31, 2004. The line expires on May
31, 2004. The line is secured by the Company  assets, is personally guaranteed
by CEO of the Company and bears an interest rate of 4.38%.


NOTE 7 - SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company prepares its statements of cash flows using the indirect method as
defined under the Financial Accounting Standard No. 95.

Cash flow statements for the three-month period ended March 31, 2004 does not
include the effects of issuance of 370,370 shares of common stock for
management services amounting $100,000.

The Company paid $ 800 and $ 0 for income tax during the three-month periods
ended March 31, 2004 and 2003. The Company paid $ 4,762 and $13,122 interest
during the three-month periods ended March 31, 2004 and 2003, respectively.


NOTE 8 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Basic and diluted net income per share for the three-month period ended March
31, 2004 and 2003 were determined by dividing net profit for the periods by
the weighted average number of basic and diluted shares of common stock
outstanding.


NOTE 9 - RELATED PARTY TRANSACTIONS

The Company issued 370,370 shares of common stock for management fees
amounting $100,000. These shares have been issued to shareholders of IPN as
part of the management agreement between the company and IPN for the
management services to be provided by IPN from January 01, 2004 to December
31, 2004. This management fees will be amortized over the period of service. $
25,000 has been expensed for the three month period ending March 31, 2004.

<PAGE> 11

NOTE 10 - STOCKHOLDERS' EQUITY

Common stock

During the three month period ended March 31, 2004, the Company issued common
stocks for various services to following parties:

The Company issued 370,370 shares of common stock for management fees
amounting $100,000. These shares have been issued to shareholders of IPN as
part of the management agreement between the company and IPN for the
management services to be provided by IPN from January 01, 2004 to December
31, 2004. This management fees will be amortized over the period of service. $
25,000 has been expensed for the three month period ending March 31, 2004.

The company entered into a consulting agreement on February 27, 2004 under
which it will issue 180,000 shares as consideration for the consulting
services to be provided under the agreement. The shares have not been issued
as of March 31, 2004. The company has recorded the cost of services based on
20 day average of stock price at the date of agreement amounting to $ 160,200.
The cost will be amortized over the period of service. $ 13,350 has been
expensed for the three month period ending March 31, 2004.


Treasury stock

The Company sold the treasury stock during the quarter ended March 31, 2004
for $ 150,904.


Stock Option

In 1999 the board of directors approved the creation of the 1999 Stock Option
Plan.  This plan provides for the grant of incentive stock options to
employees, directors and consultants.  Options issued under this plan will
expire over a maximum term of ten years from the date of grant.

Pursuant to the Corporate Stock Option Plan, the Company granted 600,000
options to two key employees (300,000 options each) during the year ended
December 31, 2002. 150,000 options vested immediately and remaining 450,000
options will vest quarterly, over 3 years beginning three months after the
vesting commencement date. The Option has an expiry that is 2 years from the
vesting schedule date.

The option exercise prices were $.04 for the first 200,000 options and $.03
for 400,000 options which were the same as fair value of the shares at the
time of granting of the options.

Pursuant to the Corporate Stock Option Plan, the Company granted 1,150,000
options to two key employees during the year ended December 31, 2003. 440,000
options vested immediately and remaining options will vest quarterly, over 3
years beginning three months after the vesting commencement date. The Option
has an expiry that is 2 years from the vesting schedule date.






<PAGE> 12


Pursuant to the Corporate Stock Option Plan, the Company granted 130,000
options to two key employees during the three month period ended March 31,
2004. 52,000 options vested immediately and remaining options will vest
quarterly, over 2 years beginning three months after the vesting commencement
date. The Option has an expiry that is 2 years from the vesting schedule date.


NOTE 11 - MAJOR CUSTOMERS

Two major customers provided 74% of the net revenue for the three month period
ended March 31, 2004. Total receivable from these major customers amounted to
approximately $ 1,263,000.

The Company extends credit to its customers based upon its assessment of their
credit worthiness and generally does not require collateral. Credit losses
have not been significant.


NOTE 12- COMMITMENTS

The company headquarter consists of approximately 2,900 square feet of office
space and is leased by the company until August 31, 2006.  The company also
leases six office facilities under month-to-month basis.


NOTE 13 - GOING CONCERN

The Company's consolidated financial statements are prepared using the
generally accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has accumulated deficit of
$1,445,609 on March 31, 2004. In view of the matter described above,
recoverability of a major portion of the recorded asset amounts shown in the
accompanying balance sheets is dependent upon continued operations of the
Company, which in turn is dependent upon the Company  ability to raise
additional capital, obtain financing and to succeed in its future operations.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

Management has taken various steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue on in next twelve months. Management devoted considerable
effort during the period ended March 31, 2004, towards management of
liabilities and improving the operations. The Company has a revolving line of
credit through their bank to be used as working capital. The management
believes that the above actions will allow the Company to continue its
operations through the next twelve months.









<PAGE> 13

ITEM 2. MANAGEMENT  DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

Information Regarding Forward-Looking Statements

Except for the historical information and discussions contained herein,
statements contained in this Form 10-QSB may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995.  These forward-looking statements contained in this report involve
known and unknown risks, uncertainties, and other factors that could cause
actual results to differ materially, including the company's failure to
continue to develop and market new and innovative products and services and to
keep pace with technological change; competitive pressures; failure to obtain
or protect intellectual property rights; quarterly fluctuations in revenues
and volatility of stock prices; the company's ability to attract and retain
key personnel; currency and customer financing risks; dependence on certain
suppliers; changes in the financial or business condition of the company's
distributors or resellers; the company's ability to successfully manage
acquisitions and alliances; legal, political and economic changes and other
risks, uncertainties and factors discussed elsewhere in this Form 10-QSB, in
the company's other filings with the Securities and Exchange Commission or in
materials incorporated therein by reference. The Company cannot guarantee
future results, performance, or achievements. The Company disclaims any intent
and undertakes no obligation to publicly release any revision to or update of
any forward-looking statement contained in this report to reflect events or
circumstances occurring after the date hereof, the occurrence of unanticipated
events or circumstances, or otherwise.

The following discussion and analysis of the financial condition and results
of operations of the Company should be read in conjunction with the financial
statements and the notes thereto which appear elsewhere in this quarterly
report and the Company  Annual Report on Form 10-KSB for the year ended
December 31, 2003.

The information set forth below includes forward-looking statements.  Certain
factors that could cause results to differ materially from those projected in
the forward-looking statements are set forth below.  Readers are cautioned not
to put undue reliance on forward-looking statements.  The Company disclaims
any intent or obligation to update publicly these forward-looking statements,
whether as a result of new information, future events or otherwise.


General

DataLogic International, Inc. consists of two subsidiaries: DataLogic
Consulting, Inc. and IPN Communications, Inc.  DataLogic Consulting, a
wholly-owned subsidiary, is a professional service company dedicated to
solving its clients' business problems with technology-based solutions. The
Company  services include Information Technology consultancy, project
management, software development, Internet solutions,
telecommunications/wireless integration, value added reselling/training and IT
outsourcing. The Company also provides short and long term staffing solutions
to IT clients and healthcare/medical providers.  The Company  clients consist
of commercial enterprises and local and state governments.





<PAGE> 14

IPN Communications, Inc, a majority-owned subsidiary, is a provider of
voice-over Internet protocol (VoIP) telephony products and services.  The
company target markets are consumers and business users worldwide who seek to
reduce communication costs.  IPN's product suite includes USB and Ethernet
based VoIP phones, videophones, and turnkey servers that support in-network
VoIP calling and VoIP to public-switch telephone networks (PSTN).

The Company has historically provided a majority of its consulting services at
client facilities. Such consulting services have been provided under both
professional staff supplementation and project engagements. Staff
supplementation engagements are distinguishable from project engagements,
commonly referred to as outsourcing services, in that with staff engagements
the client generally maintains responsibility for the overall task. Whereas
with outsourcing services, the Company typically assumes major
responsibilities for the management of the project and/or the design and
implementation of specific deliverables based upon client-defined
requirements. The Company's objectives in providing professional staffing
engagements include developing a clear understanding of the client's needs and
positioning itself to provide quality consulting and outsourcing services if
the need arises.

Staff Augmentation/Consulting Services. The Company seeks to provide quality
consulting services to its existing and prospective Fortune 1000 clients and
governmental agencies. The Company expects to create value by deploying
qualified professionals to work with clients in the Telecommunications,
Energy, Financial, Governmental, Healthcare, Manufacturing, Retail, and
Transportation industries.  The Company believes that the prospect of future
contract renewals from existing clients is good since DataLogic has received
favorable reviews and has been extended for multiple terms on most of the
projects; however, there can be no assurance that the Company will be able to
renew all of these contracts, or any.

Outsourcing Services.  The Company anticipates that it will continue to market
its outsourcing services. The Company believes its competitive edge is its
access to a vast pool of talented and inexpensive IT resources. The Company
expects to effectively compete in this highly competitive industry by
utilizing its joint ventured offshore development facilities located in China,
Vietnam, and India. The Company offers turn-key software development and
testing to its clients at rates which are substantially lower than most of its
competitors.  To ensure the quality of services provided, the Company conducts
extensive in-house training and utilizes industry standard methodology and
development procedures.

Software Development.  The Company anticipates that it will place heavier
emphasis on intellectual property development.  The Company plans to achieve
this via patenting products, design, and business processes, as well as
software product development.

The Company expects that most of the software development will be in the VoIP
and Machine-to-Machine market segments.







<PAGE> 15


Business Combinations.  The Company plans to initiate a more aggressive growth
strategy in fiscal 2004 to expand its consulting services, VoIP and M2M market
shares by way of selectively acquiring established, profitable, and
complementary companies.  The Company has retained experienced business
brokers and/or merger/acquisition specialists to help accomplish its goals.

The Company expects such targeted companies to have an established market
presence in their respective fields, along with a loyal customer base that can
be used to cross-sell other products and services.  The success of this
strategy depends not only upon the Company's ability to identify and acquire
businesses on a cost-effective basis, but also upon its ability to integrate
the acquired operations into its organization effectively, to retain clients
of the acquired companies, to retain the personnel of the acquired or merged
companies, and to obtain additional financing. The Company anticipates that it
may be able to secure adequate financing to fund this growth strategy;
however, there can be no assurance that the Company will be able to obtain
additional financing on a timely basis.

Employees and Consultants.  The Company's current operation is efficient in
that it can hire and manage the anticipated number of new employees without
much more in additional resources.  The Company is also making sufficient
preparations to acquire additional funding to accommodate an anticipated
upsurge in operating expenses, should it be successful in acquiring the new
contracts.

The Company recognizes that it is not immune to some of the problems that are
affecting many of its IT competitors. The Company still experiences weaknesses
in its commercial computer consulting businesses, and its growth is still
limited by the effects of the weak computer industry and the U.S. economy, in
general.  The Company expects that these factors will continue to work against
it in the second quarter of this year.

The Company's service of the Rhode Island contract is going well.  The
contract is for five years with close to four years remaining.  The Company
has good reasons to believe that it will maintain this current level of
business with the state of Rhode Island with no major changes in the near
future.

VoIP Products.  The Company product suite includes USB and Ethernet based VoIP
phones, videophones, and communication servers.  Its IP Phones can make and
receive calls from other IP Phones as well as conventional phones.  The IP
Phones can be used to make calls to other IP Phones anywhere in the world,
free of charge.  Calls to other conventional phones are charged at a
discounted rate.

The Company offers server solutions to support in-network calling as well as
integrated IP-Phone/public-switch telephone network (PSTN).  The Company has
an entry-level server solution suitable for organizations who wish to deploy a
low cost VoIP calling system to support inter-office communication.  It also
has a server solution for businesses who wish to offer low cost VoIP and
traditional long distance calling services without incurring the overhead to
operate a PSTN system.  Additionally, it also has a server solution for
existing telecom companies who wish to offer VoIP calling services.





<PAGE> 16

The Company also offers private branding of its IP Phones.  This can be done
by customizing the circuit boards, existing phone models or manufacturing new
phone sets.

The Company expects to add to its product suite new and innovative products on
a regular basis to increase the value proposition of VoIP technology.

The Company's VoIP business is progressing well since its acquisition of IPN
Communications in Q2 of 2003.  It is currently working with more than ten
major companies in Asia, the Middle East, North America, South America and
Europe to either test, market, or deploy its VoIP solutions.  The majority of
the Company's current business is derived from Asian countries such as China,
Vietnam, and the Philippines.  The Company expects the market in Asia to
remain strong.  The Company plans expansion into the retail channels in North
America in fiscal 2004, as well as stronger penetration into Europe, the
Middle East, and South America.

Management believes that there will be high demand for VoIP products and
services as the technology continues to proliferate.  The Company will place
significant emphasis on selling its products and services globally.  The
Company expects the current level of interest in its products and services to
continually increase as it further penetrates the market and new products and
services are rolled out.

The Company's VoIP revenues can be generated from hardware and software
licensing, hardware sales and residual long distance charges.

M2M Products. Panther is the Company's first M2M product.  This GPS based
vehicle tracking device was designed to focus largely on theft, recovery, and
tracking services. The device, available in both GSM and CDMA, can be
installed in a vehicle to allow complete control from a user's cell phone, PC,
or landline. The device can also be placed in a vehicle with no connections in
a manner that would still allow it to report if the vehicle is stolen or has
moved from its last parked position.

The Company can also provide customized M2M solutions for various vertical
markets.  Some examples of M2M markets include security, public safety,
automatic meter reading, supply chain management, vending machine management,
industrial equipment monitoring, cargo/vehicle tracking, traffic control, and
home automation.

The M2M business is progressing as planned.  The Company had tested and is
currently marketing its Panther products in North America, South America and
Europe.  The Company is testing its products in China and intends to increase
its marketing effort in Asia this year.

The Company's M2M revenues can be generated from hardware and software
licensing, hardware sales and residual subscription fees.








<PAGE> 17



Results of Operations

Comparison of Three Months Ended March 31, 2004 to Three Months Ended March
31, 2003

Revenues.  The net revenues for the quarter ended March 31, 2004 were
$4,001,587 as compared to net revenues of $2,939,076 for the prior quarter and
$2,291,314 for the same period in the prior year.  The 36% sequential increase
and 75% year-over-year increase in revenues were primarily due to the
increased VoIP sales and the overall increase in consulting services.

Gross Profit. The gross profit for the quarter ended March 31, 2004 increased
$670,519 or 205% to $997,263 as compared to the gross profit of $326,744 for
the same period in the prior year.

Operating Expenses.  The operating expenses for the quarter ended March 31,
2004 were $272,756 as compared to the operating expenses of $227,820 for the
same period in the prior year.

Non-Operating Expenses.  Factoring expenses for the quarter ended March 31,
2004 were $67,232 as compared to $0 for the same period in the prior year.
Interest expenses for the quarter ended March 31, 2004 were $10,963 as
compared to $10,107 for the same period in the prior year.

Net Income.  As a result of the above, the net income for the quarter ended
March 31, 2004 was $479,532 as compared to the net income of $87,217 for the
same period in the prior year.  The 450% increase in net income was primarily
due to the increase in VoIP sales.  Basic and diluted net income per share was
$.013.


Liquidity and Capital Resources

Prior to the reverse merger on July 20, 2001, the Company's primary source of
cash was from the issuance of its equity securities. In January 1999, the
Company entered into a financing agreement that provided the Company with
gross proceeds of $2,000,000. These funds were spent on developing an
information index to the top Internet guide site and then on a privacy
guaranteed search site. These enterprises did not generate sufficient funds to
cover operating expenses. The Company's failure to obtain additional financing
for the privacy-oriented business resulted in the change of business following
the last fiscal year-end.

Since the reverse merger, the Company's primary source of cash has been from
fees and sales revenues realized from its consulting services operations. The
Company currently maintains a $450,000 line of credit with a domestic bank
under a revolving credit agreement, which expires on May 31, 2004, unless
renewed.  The line is secured and is personally guaranteed by an officer of
the Company and bears an interest rate of 30 Day Commercial Paper plus 3.15%.

The Company has two notes payable to the CEO and President of the Company for
the amount of $100,000 and $130,000 respectively.  The notes are both due on
September 30, 2004. The notes are unsecured and bear the annual interest rates
of 6% on the unpaid principal balance.



<PAGE> 18


The Company also have notes payable comprised of the following:

Unsecured note, interest rate 10%, interest payable on last
 day of each month, due January 15, 2004                        $    50,000
Unsecured note, interest rate 10%, interest payable at the
 end of the term or on demand, due February 4, 2004                  50,000
Unsecured note, Interest rate 12%, interest payable at the
 end of the term, due June 30, 2004                                  33,200
Unsecured note, Interest rate 12%, interest payable at the
 end of the term, due June 30, 2004                                  25,000
Unsecured note - payable to an officer of the Company,
 Interest rate 6%, interest payable at the
 end of the term, due March 31, 2005                                 10,000
                                                                -----------
                                                                $   168,200
                                                                ===========

In addition to the above sources of capital, the Company also has a factoring
agreement with Allied Capital Partners, L.P. for an expandable amount.  Under
this agreement, the Company may sell certain accounts receivable to Allied
Capital Partners, L.P.  The purchase price for each account sold is the face
amount of the account less a discount of 1.6%. All accounts sold are with
recourse on the Company.  All of the Company's accounts receivable,
inventories, and computer hardware are pledged as collateral under this
agreement. The term is month to month.

The Company liquidity consists of cash and the cash equivalent of $514,653 and
$2,226,853 in accounts receivable.  The Company's current liabilities consist
of $2,308,571 in accounts payable, accrued expenses, and short-term debts.

The Company believes that its current cash position is sufficient to meet its
capital expenditures and working capital requirements for the near term;
however, the growth and technological change of the market make it difficult
for the Company to predict future liquidity requirements with certainty.  Over
the longer term, the Company must successfully execute its plans to increase
revenue and income streams that will generate significant positive cash flow
if it is to sustain adequate liquidity without impairing growth or requiring
the infusion of additional funds from external sources.  Additionally, a major
expansion, such as would occur with the acquisition of a major new subsidiary,
might also require external financing that could include additional debt or
capital.  There can be no assurance that additional financing, if required,
will be available on acceptable terms, if at all.


ITEM 3. CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation
of the Company's management, including the Company's Chief Executive Officer
and Chief Financial Officer, regarding the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. As a result of the evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective in ensuring that information required to
be disclosed in the reports that we file or submit under the Securities





<PAGE> 19

Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules
and forms.

There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls since the last quarter.


                   PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.


ITEM 2.  CHANGES IN SECURITIES

During the period ended March 31, 2004, the Company issued common stocks in
exchange of various services to following parties:

On January 5, 2004 the Company issued 370,370 shares of restricted common
stock, amounting to $100,000, to IPN Communications for services until
December 31, 2004.

Per the service agreement with Stanton, Walker & Company dated February 27,
2004, the Company has 180,000 common shares to be issued for the advisory and
merger and acquisition services.  The agreement termination date is February
26, 2005.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit     Description
-------     -----------
31          Certification pursuant Section 302
32          Certification pursuant Section 906







<PAGE> 20


                            SIGNATURES

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

                                    DataLogic International, Inc.
                                   (Registrant)

Date:  May 3, 2004                  /s/ Derek Nguyen
                                    -------------------------------
                                    Title: Chief Executive Officer


Date:  May 3, 2004                  /s/ Khanh Nguyen
                                    -------------------------------
                                    Title: Chief Financial Officer






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