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, 2003

                                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                              330755473
          --------                              ---------
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization)


  12966 Euclid Street, Suite 450, Garden Grove, California 92840
-----------------------------------------------------------------
             (Address of principal executive offices)

                          (714) 530-6005
                  -----------------------------
                 (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 March 31, 2003, there were 25,962,093 shares of the issuer's Common
Stock outstanding.

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

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




<PAGE> 1



                              INDEX



PART I.     FINANCIAL INFORMATION...........................................3

ITEM 1.     FINANCIAL STATEMENTS ...........................................4

            Unaudited Consolidated Balance Sheets - Three Months
            Ended March 31, 2003

            Unaudited Consolidated Statement of Operations - Three
            Months Ended March 31, 2003 and 2002

            Unaudited Consolidated Statement of Cash Flows - Three
            Months Ended March 31, 2003 and 2002

            Notes to Unaudited Consolidated Financial Statements

ITEM 2.     MANAGEMENT  DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.......12

ITEM 3.     CONTROLS AND PROCEDURES.........................................14

PART II.    OTHER INFORMATION ..............................................15

ITEM 1.     PENDING LEGAL PROCEEDINGS.......................................15

ITEM 2.     CHANGES IN SECURITIES...........................................15

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.................................15

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............15

ITEM 5.     OTHER INFORMATION...............................................15

ITEM 6.     EXHIBITS AND REPORTS FILED ON FORM 8-K..........................15

SIGNATURES .................................................................16

CERTIFICATIONS..............................................................17

<PAGE> 2





                  PART I. FINANCIAL INFORMATION


                   ITEM 1. FINANCIAL STATEMENTS

                See attached Financial Statements


<PAGE> 3





            DATALOGIC INTERNATIONAL, INC. & SUBSIDIARY
                    CONSOLIDATED BALANCE SHEET
                          MARCH 31, 2003
                           (Unaudited)


                              ASSETS

CURRENT ASSETS:
   Cash & cash equivalent                                 $      19,022
   Accounts receivable                                        1,705,341
   Prepaid expenses                                               3,941
                                                          --------------
      Total current assets                                    1,728,304

PROPERTY AND EQUIPMENT, net                                      19,964

DEPOSITS                                                          3,299
                                                          --------------

                                                          $   1,751,567
                                                          ==============



              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable & accrued expenses                    $     699,212
   Line of credit                                               411,379
   Note payable - officer                                       200,000
   Note payable                                                 100,000
   Due to factor                                                593,896
                                                          --------------
     Total current liabilities                                2,004,487

STOCKHOLDERS' DEFICIT
   Common stock, .001 par value; Authorized
      shares 100,000,000; Issued and outstanding
      shares 25,962,093                                          25,962
   Additional paid in capital                                   657,460
   Treasury stock                                               (10,000)
   Accumulated deficit                                         (926,342)
                                                          --------------

     Total stockholders' deficit                               (252,920)
                                                          --------------

                                                          $   1,751,567
                                                          ==============







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

<PAGE> 4

            DATALOGIC INTERNATIONAL, INC. & SUBSIDIARY
              CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)


                                                   For the three months ended
                                                             March 31,
                                                        2003          2002
                                                  ------------- -------------

Net revenue                                       $  2,291,314  $    397,252

Operating expenses                                   2,192,390       508,248
                                                  ------------- -------------

Income (loss) from Operations                           98,924      (110,996)

Non-Operating Income (expense):
  Interest expense                                     (10,107)            -
                                                  ------------- -------------

  Total non-operating income (expense)                 (10,107)            -
                                                  ------------- -------------

Income (loss) before income tax                         88,817      (110,996)

Provision for income tax                                 1,600         1,600
                                                  ------------- -------------

Net income (loss)                                 $     87,217  $   (112,596)
                                                  ============= =============

Basic and diluted net income (loss) per share     $      0.003  $     (0.004)
                                                  ============= =============
Basic and diluted weighted
  average shares outstanding                        25,962,093    25,228,760
                                                  ============= =============














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


<PAGE> 5





            DATALOGIC INTERNATIONAL, INC. & SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)

                                                   For the three months ended
                                                           March 31,
                                                      2003          2002
                                                  ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                               $     87,217  $   (112,596)
  Adjustments to reconcile net income (loss)
   to net cash provided by (used in) operating
   activities:
     Depreciation and amortization                       2,024         1,107
     Issuance of shares for service                          -        66,000
     (Increase) decrease in current assets:
        Receivables                                 (1,303,340)      (82,158)
        Prepaid expenses                                 2,094         4,061
        Deposits                                        (1,025)            -
     Increase in current liabilities:
        Accounts payable and accrued expense           362,515        58,627
                                                  ------------- -------------

  Total Adjustments                                   (937,732)       47,637
                                                  ------------- -------------
     Net cash provided by (used in)
      operating activities                            (850,515)      (64,959)
                                                  ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of treasury stock                           (10,000)            -
  Acquisition of property & equipment                      (64)         (380)
                                                  ------------- -------------
  Net cash used in investing activities                (10,064)         (380)
                                                  ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from factor                                 582,444             -
  Proceed from loans                                   250,000             -
  Payments of loans                                    (36,400)            -
  Proceed from line of credit                           83,557        65,339
                                                  ------------- -------------
  Net cash provided by financing activities            879,601        65,339
                                                  ------------- -------------

NET DECREASE IN CASH & CASH EQUIVALENTS                 19,022             -

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                   -             -
                                                  ------------- -------------

CASH & CASH EQUIVALENTS, ENDING BALANCE           $     19,022  $          -
                                                  ============= =============






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


<PAGE> 6

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.

Prior to July 2001, the Company was in the development stage in accordance
with Statement of Financial Accounting Standards No. 7. Since July 2001, the
Company has been operating through its subsidiary, DCI.

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 principles for complete financial statements.
The audited consolidated financial statements for the year ended December 31,
2002 were filed on March 27, 2003 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, 2003 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2003.

Segment Reporting

During the periods ended March 31, 2003 and 2002, the Company only operated in
one segment. Therefore, segment disclosure has not been presented.

Reclassifications

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






<PAGE> 7




NOTE 2 - PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
DataLogic International, Inc, and its 100% wholly owned subsidiary, DataLogic
Consulting, Inc. (DCI).  All significant inter-company accounts and
transactions have been eliminated in consolidation.  The acquisition of DCI on
July 20, 2001, has been accounted for as a purchase and treated as a reverse
acquisition since the former owners of DCI control the majority of the
outstanding shares of common stock of the Company immediately following the
acquisition on July 20, 2001.  The historical results for the three-month
period ended March 31, 2003 and 2002 include DCI and Topclick International,
Inc.

NOTE 3 - RECENT PRONOUNCEMENTS

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
("SFAS 145"). SFAS 145 rescinds the automatic treatment of gains or losses
from extinguishments of debt as extraordinary unless they meet the criteria
for extraordinary items as outlined in APB Opinion No. 30, Reporting the
Results of Operations, Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. SFAS 145 also requires sale-leaseback accounting for certain
lease modifications that have economic effects that are similar to
sale-leaseback transactions and makes various technical corrections to
existing pronouncements. The provisions of SFAS 145 related to the rescission
of FASB Statement 4 are effective for fiscal years beginning after May 15,
2002, with early adoption encouraged. All other provisions of SFAS 145 are
effective for transactions occurring after May 15, 2002, with early adoption
encouraged. The adoption of SFAS 145 does not have a material effect on the
earnings or financial position of the Company.

In June 2002, the FASB issued SFAS No. 146  ccounting for Costs Associated
with exit or Disposal Activities. This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,  iability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)." This
Statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under Issue
94-3 a liability for an exit cost as defined, was recognized at the date of an
entity  commitment to an exit plan. . The adoption of SFAS 146 does not have a
material effect on the earnings or financial position of the Company.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72
and Interpretation 9 thereto, to recognize and amortize any excess of the fair
value of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset. This
statement requires that those transactions be accounted for in accordance with
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets."  In addition, this statement amends SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets, to include
certain financial institution-related intangible assets.  . The adoption of
SFAS 147 does not have a material effect on the earnings or financial position
of the Company.



<PAGE> 8

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective
for financial statements of interim or annual periods ending after December
15, 2002. . The adoption of this pronouncement does not have a material effect
on the earnings or financial position of the Company.

On April 30, 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 Company does not
expect the adoption of SFAS No. 149 to have a material impact on its financial
position or results of operations or cash flows.

In December 2002, the FASB issued FAS No. 148, "Accounting for Stock-Based
Compensation Transition and Disclosure", which amended FAS No. 123,
"Accounting for Stock-Based Compensation." The new standard provides
alternative methods of transition for a voluntary change to the fair market
value based method for accounting for stock-based employee compensation.
Additionally, the statement amends the disclosure requirements of FAS No. 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. This
statement is effective for financial statements for the year ended December
31, 2002. 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 months ended March 31, 2003 (no options were issued in
the period ended March 31, 2002) as follows ($ in thousands, except per share
amounts). :

            Net income - as reported                    $     87
            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                             (7)
                                                        ----------
<PAGE> 9

            Pro forma net income                        $     80
                                                        =========
            Earnings per share:
            Basic, as reported                              0.003
            Diluted, as reported                            0.003
            Basic, pro forma                                0.003
            Diluted, pro forma                              0.003


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 1.75%. 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.

NOTE 5 - NOTES PAYABLE- OFFICER

The notes from the officer of the Company are due September 30, 2003 and
January 21, 2004. The notes are unsecured and bear the annual interest rates
of 12% and 10% on the unpaid principal balance. Interest on these notes for
the period ended March 31, 2003 was $4,610.

NOTE 6 - NOTES PAYABLE

The Company has an unsecured note for $50,000 due January 15, 2004 bearing
interest rate of 10% per year and interest is due last day of each month and
an unsecured note for $50,000 due February 4, 2004 bearing interest rate of
10% per year and interest is due at the end of the term or on demand. Interest
on these notes for the period ended March 31, 2003 was $1,875.

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, 2002 does not
include the effects of issuance of 1,000,000 shares of common stock for
consulting services amounting $66,000.

The Company paid $0 for income tax during the three-month periods ended March
31, 2003 and 2002. The Company paid $13,122 and $0 interest during the
three-month periods ended March 31, 2003 and 2002, respectively.

NOTE 8 - BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share for the nine-month period ended September
30, 2002 and 2001 were determined by dividing net loss for the periods by the
weighted average number of basic and diluted shares of common stock
outstanding. 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.

<PAGE> 10


NOTE 9 - 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, as of March 31, 2003, the Company has an
accumulated deficit of $926,342 and its total liabilities exceeded the total
assets by $252,920. In view of the matters 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 either raise additional capital
or obtain financing or 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.

The Company recently undertook several actions to revise its operating and
financial requirements to provide it with sufficient liquidity to continue to
fund operations for the next twelve months that included arranging working
capital financing.  Further, during the quarter ended March 31, 2003, the
Company was awarded an expansion of several multi-year contracts with several
State Agencies.  These awards should provide the Company with an increase
level of revenues that should support the Company  current overhead expenses
and provide for increasing cashflows that should improve the current negative
stockholders deficit and allow the Company to continue its operations through
the next twelve months.

The Company believes that its current cash position is sufficient to meet its
capital expenditure 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 flows
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.








<PAGE> 11









ITEM 2. MANAGEMENT  DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

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, 2002.

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.

Overview

Datalogic International, Inc. is a professional service company dedicated to
solving its clients' business problems with technology-based solutions. Its
services include SAS 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.

Results of Operations

The Company  net revenues for the three months ended March 31, 2003 increased
$1,894,062 or 477% to $2,291,314 for the three months ended March 31, 2003 as
compared to $397,252 for the three months ended March 31, 2002.  The revenue
growth was materially due to the expansion of several multi-year state
contract awards that commenced within the first quarter of 2003.

The Company  income from operations for the three months ended March 31, 2003
increased $209,920 or 189% to $98,924 as compared to a loss from operations of
$110,996 for the three months ended March 31, 2002.  The increase in income
from operations was materially due to an increase in operating profits from
more billable employees as a result of the commencement of operations from the
Company  newly awarded contract expansions and the Company  ability to manage
it general and overhead expenses.

Non-operating interest expense was $10,107.  Provision for income tax expense
was $1,600.

As a result of the above, the net income for the three month period ended
March 31, 2003, was $87,217 as compared to the net loss of $112,596 for the
three months ended March 31, 2002.

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, which provided the Company with
gross proceeds of $2,000,000. These funds were spent on developing an
information index to the top Internet guide and then a privacy-oriented
website. 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.


<PAGE> 12

After the reverse merger, the Company's primary source of cash has been from
fees and sales revenues realized from its IT consulting and professional
staffing 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, 2003, 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 also has two notes payable to the officers of the Company and two
notes payable to private investors for an aggregate amount of $300,000.  The
notes from the officer of the Company are due September 30, 2003 and January
21, 2004, respectively. The notes are unsecured and bear the annual interest
rates of 12% and 10% on the unpaid principal balance.

The Company also has an unsecured note for $50,000 due January 15, 2004
bearing interest rate of 10% per year and interest is due last day of each
month and an unsecured note for $50,000 due February 4, 2004 bearing interest
rate of 10% per year and interest is due at the end of the term or on demand.

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 1.75%. 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 initial term is for three month and will automatically renew
for additional three month at the end of the term.

The Company liquidity consists of cash and cash equivalent of $19,022 and
$1,705,341 in accounts receivable.  The Company current liabilities consists
of $2,004,487 in accounts payable, accrued expenses and short-term debts.

The Company believes that its current cash position is sufficient to meet its
capital expenditure 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 flows
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.

FORWARD LOOKING AND CAUTIONARY 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

<PAGE> 13

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 Company recognizes that it is not immune to some of the problems that
affected many of its IT competitors this year. The Company experienced ongoing
weakness in its commercial computer consulting businesses and it continued to
be hurt by the negative effects of the computer industry and U.S. economy in
general.  The Company expects that these factors will continue to work against
it into the second quarter of this year.

Management recognizes that governmental contracts are highly competitive but
is a stable source of revenues.  The Company will continue to place heavy
emphasis on acquiring additional major governmental contracts to secure its
future revenues since many contract awards are multi-year.

Management continues to believe that the healthcare industry will remain
stable and demands for staffing will continue to increase.  It believes that
the diversification into the healthcare industry will improve its operational
results.

Management also believes that increasing shareholder values can be achieved
via diversification into areas other than IT and healthcare.  The Company is
receptive to merger and acquisitions as well as forming alliances with like
and unlike businesses.  The Company seeks to function as a parent company
where its subsidies include a mix of viable businesses.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Within the 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of the
Company's management, including the Company's President and Chief Executive
Officer along with the Company's Chief Financial Officer, of the effectiveness
of the design and operation of the Company's disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Our Chief Executive Officer
and Chief Financial Officer have concluded, based on their evaluation within
90 days of the filing date of this report, 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 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.

(b)  Changes in internal controls.

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


<PAGE> 14


PART II.    OTHER INFORMATION

ITEM 1. PENDING LEGAL PROCEEDINGS

In July 2002, DataLogic was named as a defendant in Lawrence Nguyen vs. Derek
Nguyen and DataLogic International, Inc., Case Number 02CC11192, Superior
Court of California, County of Orange, Central Justice Center.  Plaintiff
seeks damages of $125,000 under theories of breach of contract, indebtedness
for money had and received and fraud in the inducement.  DataLogic filed an
answer on July 8, 2002, believes the allegations against it are without merit
and intends to vigorously defend the action.  DataLogic has agreed to pay the
cost of defense, which will benefit Derek Nguyen, DataLogic's CEO.  In light
of DataLogic's current financial position, an adverse judgment would have a
material adverse effect on DataLogic's operations.  The case is set for trial
on April 7, 2003.

Based on the Company attorney judgment, the case against the Company is
without merit.  Accordingly, the Company management has been advised that it
is not necessary to establish a litigation reserve on its books at March 31,
2003 for this lawsuit.

ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         None.

<PAGE> 15

                            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 12, 2003                 /s/ Derek Nguyen
                                    -------------------------------
                                    Title: Chief Executive Officer


Date:  May 12, 2003                 /s/ Keith Nguyen
                                    -------------------------------
                                    Title: Chief Financial Officer

<PAGE> 16

                          CERTIFICATIONS

I, Derek Nguyen, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of DataLogic
International, Inc.;

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

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

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

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

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: 5/12/2003                  /s/ Derek Nguyen
                                 ___________________________
                                 Derek Nguyen
                                 Chief Executive Officer
<PAGE> 17

                          CERTIFICATIONS

I, Keith Nguyen, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of DataLogic
International, Inc.;

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

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

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

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

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: 5/12/2003              /s/ Keith Nguyen
                             ________________________
                             Keith Nguyen
                             Chief Financial Officer
<PAGE> 18

                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Quarterly Report of DataLogic International on
Form 10-QSB for the quarter ended March 31, 2003, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Derek Nguyen,
Chief Executive Officer certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss.906 of the Sarbanes- Oxley Act of 2002, that to the best of my
knowledge:

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

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


By: /s/ Derek Nguyen
---------------------------------------------------
Derek Nguyen
Chief Executive Officer


                    CERTIFICATION PURSUANT TO
                    18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
         SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DataLogic International on Form 10-
QSB for the quarter ended March 31, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Keith Nguyen, Chief
Financial Officer certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant
to ss.906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

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

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



By: /s/ Keith Nguyen
---------------------------------------------------
Keith Nguyen
Chief Financial Officer