******UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

WASHINGTON, D.C. 20549

**FORM 10-Q**

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

**DIGITAL COMMERCE INTERNATIONAL, INC.**

For the quarter ended April30, 2001	Commission file number 0-011228

Delaware   	 02-0337028

(State or other jurisdiction of	(I.R.S. Employer Identification No)

incorporation or organization)

300 ­ 1199 West Hastings Street

Vancouver, B.C.                                  
V6E 3T5

(Address of Principal Executive Offices)     (Zip Code)

(604) 899-0411

(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 proceeding 12 months and (2) has been subject to such filing requirements for
the past 90 days.

YesX            No

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:

As of June 18, 2001, the number of shares outstanding of the registrant's only class of common stock was
23,950,895.

**Table of Contents**

**Page**

**PART I - FINANCIAL INFORMATION**

**Item 1	Condensed Consolidated Financial Statements**

**Consolidated Balance Sheets for April 30, 2001 (unaudited)
and the year ended October 31, 2000    1**

**Consolidated Statements of Operations for the three
months and six months ended April 30, 2001 (unaudited)
and April 30, 2000 (unaudited)                                     
                                          
               
2**

**Consolidated Statements of Cash Flows for the six months
ended April 30, 2001 (unaudited)            
and the six months ended
April 30, 2000 (unaudited)                                      
                                        
3**

**Notes to Condensed Consolidated Financial Statements (unaudited)                             
                      
4**

**Item 2	Managements Discussion and Analysis of Financial Condition and
Results**                             **of Operation, Cash Flow and Financial Condition                                  
                                          
    
5**

****

**PART II ­ OTHER INFORMATION**

**Item 1	Legal Proceedings**

**Item 2	Changes in Securities and Use of Proceeds**

**Item 3	Defaults Upon Senior Securities**

**Item 4	Submission of Matters to Vote of Security Holders**

**Item 5	Other Information**

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

**Signatures                                       
                                          
                                          
                    
9**

**Digital Commerce International, Inc. and Subsidiaries**

**CONDENSED CONSOLIDATED BALANCE SHEETS**

****ASSETS

|               |  | April 30,   |  | October 31,
|-------------- |  | ----------- |  | -----------
|               |  | 2001        |  | 2000       
|               |  | (Unaudited) |  |            
|Current assets |  |             |  |            

|Cash | $ | - | $ | 72,953
|---- | - | - | - | ------

|Accounts receivable                         |   |                 |   |                 
|------------------------------------------- | - | --------------- | - | ----------------
|Trade                                       |   | -               |   | 53,641          
|Other                                       |   | 11,252          |   | 12,833          
|Prepaid expenses                            |   | -               |   | 127,774         
|Total current assets                        |   | 11,252          |   | 267,201         
|FURNITURE, fIXTURES, and equipment, at cost |   | 61,547          |   | 59,876          
|Less accumulated depreciation               |   | (33,733)        |   | (21,609)        
|                                            |   | 27,814          |   | 38,267          
|security deposits

marketable securities    |   | 115,000

80,000 |   | 115,000

250,000
|                                            | $ | 234,066         | $ | 670,468         

LIABILITIES AND STOCKHOLDERS' EQUITY

|Current liabilities                                                                          |   |                        |   |                    
|-------------------------------------------------------------------------------------------- | - | ---------------------- | - | -------------------
|Cash overdraft

Trade accounts payable                                                       | $ | 1,591

357,191         | $ | -

238,313         
|Accrued liabilities

Accrued liabilities related party                                       |   | 129,115

739,695       |   | 72,181

406,593    
|Notes payable                                                                                |   | 463,000                |   | 516,937            
|Total current liabilities                                                                    |   | 1,690,592              |   | 1,234,024          
|STOCKHOLDERS' EQUITY (DEFICIT)                                                               |   |                        |   |                    
|Common stock, $0.001 par value

30,000,000 shares authorized,13,312,916 common shares issued |   | 13,313                 |   | 13,313             
|Additional paid-in capital                                                                   |   | 2,204,496              |   | 2,204,496          
|Accumulated deficit

Other comprehensive income/loss                                         |   | (3,555,957)

(118,378) |   | (2,832,987)

51,622
|Total stockholders' equity (deficit)                                                         |   | (1,456,526)            |   | (563,556)          
|                                                                                             | $ | 234,066                | $ | 670,468            

See accompanying notes to condensed financial statements.

**Digital Commerce International, Inc. and Subsidiaries**

**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**

**AND COMPREHENSIVE INCOME**

**(Unaudited)**

| |  | Three months ended | Six months ended
| |  | ------------------ | ----------------
| |  | April 30,          | April 30,       

|                                                                          |   | 2001       |   | 2000       |   | 2001       |   | 2000       
|------------------------------------------------------------------------- | - | ---------- | - | ---------- | - | ---------- | - | -----------
|                                                                          |   |            |   |            |   |            |   |            
|Revenues                                                                  | $ | 142        | $ | 44,650     | $ | 689        | $ | 78,356     
|Operating expenses                                                        |   |            |   |            |   |            |   |            
|Salaries                                                                  |   | 193,338    |   | 152,778    |   | 408,644    |   | 265,274    
|Professional services                                                     |   | 50,000     |   | 317,456    |   | 185,301    |   | 488,692    
|Travel                                                                    |   | 8,524      |   | 85,158     |   | 25,040     |   | 117,533    
|Occupancy and telecommunications                                          |   | 16,601     |   | 25,888     |   | 48,906     |   | 44,810     
|Advertising

Bad debts                                                    |   | -

9,556   |   | 14,501

-  |   | -

9,556   |   | 23,436

-  
|Depreciation and amortization                                             |   | 5,705      |   | 5,198      |   | 11,764     |   | 8,826      
|Other                                                                     |   | 1,150      |   | 76,278     |   | 34,448     |   | 157,034    
|                                                                          |   | 284,874    |   | 677,257    |   | 723,659    |   | 1,105,605  
|Loss before income taxes                                                  |   | (284,732)  |   | (632,607)  |   | (722,970)  |   | (1,027,249)
|Income taxes                                                              |   | -          |   | -          |   | -          |   | -          
|NET LOSS                                                                  | $ | (284,732)  | $ | (632,607)  | $ | (722,970)  | $ | (1,027,249)
|Loss per common share                                                     |   |            |   |            |   |            |   |            
|Basic                                                                     | $ | (0.021)    | $ | (0.048)    | $ | (0.054)    | $ | (0.077)    
|Diluted                                                                   |   | (0.021)    |   | (0.048)    |   | (0.054)    |   | (0.077)    
|Weighted-average common and dilutive
common equivalent shares outstanding |   |            |   |            |   |            |   |            
|Basic                                                                     |   | 13,312,916 |   | 13,312,916 |   | 13,312,916 |   | 13,312,916 
|Diluted                                                                   |   | 13,312,916 |   | 13,312,916 |   | 13,312,916 |   | 13,312,916 
|Comprehensive Income                                                      |   |            |   |            |   |            |   |            
|Net Loss                                                                  | $ | (284,732)  | $ | (632,607)  | $ | (722,970)  | $ | (1,027,249)
|Net change in unrealized loss on

available for sale securities           |   | (60,000)   |   | -          |   | (170,000)  |   | -          
|Comprehensive Income                                                      | $ | (344,732)  | $ | (632,607)  | $ | (892,970)  | $ | (1,027,249)

See accompanying notes to condensed financial statements.

**Digital Commerce International, Inc. and Subsidiaries**

**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**

**(Unaudited)**

|                                                                            |   | Six Months
Ended          |   | Six Months
Ended  
|--------------------------------------------------------------------------- | - | ------------------------- | - | ------------------
|                                                                            |   | April 30,                 |   | April 30,         
|                                                                            |   | 2001                      |   | 2000              
|                                                                            |   |                           |   |                   
|Increase (decrease) in cash                                                 |   |                           |   |                   
|Cash flows from operating activities                                        |   |                           |   |                   
|Net loss                                                                    | $ | (722,970)                 | $ | (1,027,249)       
|Adjustments to reconcile net loss to net cash
used in operating activities  |   |                           |   |                   
|Depreciation and amortization                                               |   | 11,764                    |   | 8,826             
|Loss on disposal of equipment                                               |   | -                         |   | 444               
|Bad Debts                                                                   |   | 9,556                     |   | 3,000             
|Changes in assets and liabilities                                           |   |                           |   |                   
|Restricted Cash

Accounts receivable                                        |   | -

45,666                 |   | (401,708)

112,161
|Security deposits and marketable securities                                 |   | -                         |   | (105,000)         
|Trade accounts payable                                                      |   | 118,878                   |   | (14,805)          
|Accrued liabilities

Accrued liabilities related partyPrepaid expensesOther |   | 56,934

333,102127,774360 |   | 21,316

--        
|Total adjustments                                                           |   | 704,034                   |   | (375,766)         
|Net cash used in operating activities                                       |   | (18,936)                  |   | (1,403,015)       
|Net cash flows used in investing activities                                 |   |                           |   |                   
|Purchase of equipment                                                       |   | (1,671)                   |   | (40,512)          
|Net cash flows from financing activities                                    |   |                           |   |                   
|Proceeds from issuance of common stock                                      |   | -                         |   | 756,000           
|Net increase in non-interest bearing deposits

Payment of note payable      |   | (53,937)                  |   | 401,708

-        
|Net cash provided/used by financing activities                              |   | (53,937)                  |   | 1,157,708         
|Net decrease in cash                                                        |   | (74,544)                  |   | (285,819)         
|Cash at beginning of period                                                 |   | 72,953                    |   | 430,803           
|Cash (overdraft) at end of period                                           | $ | (1,591)                   | $ | 144,984           
|                                                                            |   |                           |   |                   

See accompanying notes to condensed financial statements.

Digital Commerce International, Inc.

NOTES TO CONDENSED CONSILIDATED FINANCIAL STATEMENTS

April 30, 2001

NOTE A - ACCOUNTING POLICIES

The consolidated financial statements for the interim period ended April 30, 2001 have been prepared in
accordance with the accounting policies described in the Company's Form 10-K. Management believes
that the statements include all adjustments of a normal recurring nature necessary to present fairly the
financial position and results of operations for the interim period.

NOTE B - UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements have been prepared by the Company in accordance
with generally accepted accounting principles for interim financial reporting and the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X.  Accordingly, certain information and footnote disclosures normally included
in financial statements prepared under generally accepted accounting principles have been condensed or omitted
pursuant to such regulations.  This report on Form 10-Q for the six months ended April 30, 2001 should be read
in conjunction with the Company's annual report on Form 10-K for the fiscal year ended October 31, 2000.  The
results of operations for the six months ended April 30, 2001 may not be indicative of the results that may be
expected for the year ending October 31, 2001.



NOTE C - BUSINESS ACTIVITY

Digital Commerce International, Inc. (the Company) is a Delaware corporation that had been inactive
from October 31, 1991 through June 15, 1999.  On June 15, 1999 the Company acquired Digital
Commerce Inc. and began operations.





Note D - NET EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per common share (BEPS) is based on the weighted-average number of common
shares outstanding during each period.  Diluted earnings (loss) per common share are based on shares
outstanding and dilutive potential common shares.  Shares from the exercise of the outstanding options
were not included in the computation of diluted loss per share because their inclusion would have been
antidilutive for the six months ended April 30, 2001 and April 30, 2000 computed as under BEPS.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



Forward-Looking Statements.  Certain statements in this report and elsewhere (such as in our other filings
with the Securities and Exchange Commission ("SEC"), press releases, presentations by our management
and oral statements) may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.  Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are
intended to identify these forward-looking statements. The Company's actual results could differ materially
from those anticipated in these forward-looking statements.  Factors that might cause or contribute to
such differences include, among others, competitive pressures, the growth rate of the banking, merchant
services and electronic commerce industries, constantly changing technology and market acceptance of our
products and services.  The Company does not undertake any obligation to publicly release the result of
any revisions to these forward-looking statements, which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.





****Overview



The Company is engaged in the business of transaction processing for e-commerce merchants and the
provision of other e-commerce enabling solutions, with an emphasis on Internet-based financial services.
Since June 15, 1999, the Company has focused its capital resources on the development of its electronic
payment processing technologies and the hiring of key personnel.  With this technology, the Company
expects to deliver an array of payment processing and integrated financial services.  The Company was
incorporated in July 1982 as Systems Assurance Corporation.  From 1992 through June 15, 1999, the
Company did not conduct any active business operations, but pursued business opportunities to merge
with or acquire other businesses.  On June 15, 1999, the Company entered into an agreement for the
acquisition of all the outstanding capital securities of Digital Commerce Inc., a financial services
organization.  As a result of the acquisition, Digital Commerce Inc. became the Company's wholly-owned
subsidiary and the former shareholders of Digital Commerce Inc. became the Company's majority
shareholders.  At that time, the Company was renamed from Systems Assurance Corporation to Digital
Commerce International, Inc.



Since June 15, 1999, the Company's revenue has been primarily derived from fees and commissions
charged on the establishment and setup of new merchant accounts and the transaction processing volume
generated by these merchants.



Revenues



For the quarter ended April 30, 2001, the majority of our revenues resulted from commissions received
in our capacity as a sales agent for organizations engaged in credit card transaction processing and the

sale and provision of our web site development and hosting services. Revenues to April 30, 2001

totaled $689, decreasing from $140,145 during the same period for the preceding year.  This decrease
in sales was occasioned primarily due to non-renewal of our contract with a supplier of international



payment processing services.  While international sales have decreased for this period, the Company has
focused on the development of its Internet portal and web based shopping portal software, DBA
SmartChili EasyShop Services, located at http://easyshop.shartchili.com. This software will allow our
clients, without the need for technical training on the system, to open and service their own Internet
based web store and operate their own web business, enabled by our suite of services.  Revenues are
derived through origination fees, recurring hosting fees and transaction fees for the clients serviced
through our system.   Net loss incurred for the first two quarters was $722,970, including accruals.  Our
accumulated deficit was $3,555,957bas of April 30, 2001.

Results of Operations

General and administrative expenses for the six months ended April 30, 2001 totaled $723,659.  General
and administrative expenses for the six months were comprised primarily of compensation for personnel,
fees for outside professionals including lawyers and accountants, telecommunications, occupancy, bank
licensing fees and other overhead costs, including travel and entertainment expenses.  General and
administrative expense included such non-cash expense items as the accrual of salaries from the
Company's executive officers ($300,000) as no salary payments were made to the executive officers during
the six month period, and the pre-payment for third party professional services by way of restricted
common shares of the company.  ******During the quarter the Company made several changes to reduce
general and administrative expenses including reducing personnel and consulting expenses.

****Liquidity and Capital Resources

The Company has funded its working capital and capital expenditure requirements primarily from cash
provided through borrowings, from the sale of its securities in private placements and from revenues
from operations.

.

The Company's material commitments consist primarily of obligations to the Company's two executive
officers in the annual amount of $ 600,000 pursuant to employment agreements and an operating lease
of premises that commenced May 1, 2000 for a term of five years with an annual commitment of
approximately $80,000. The Company has accrued the salaries payable to its two executive officers
since July 1, 2000.

In May 2001, Michael Kang, the Company's chairman and chief executive officer, and John Combs,
the Company's executive vice president and director, cancelled indebtedness of $84,000 and $108,000,
respectively, in exchange for 2802,833 and 3,615,233 shares of Common Stock, respectively.

Cash used in operations for the period ended April 30, 2001 was approximately $ 18,936.  Cash used
by investing activities during the period was approximately  $ 1,671, which primarily relates to the
acquisition of capital assets.  Cash used by financing activities during the period was $ 53,937, primarily
for the payment of notes payable.  Total cash decreased by approximately $74,755 during the period.

At April 30, 2001, the Company's ratio of current assets to current liabilities was .006 to 1.0 and the
Company had a working capital deficit of approximately $1,680,000.

Management intends to derive revenues from the sale of the services which the Company provides to its
merchant clients.  However, the Company's plans for growth will be dependant upon obtaining additional
financing.  The Company is also in the process of completing the merger of its operations with NetCare
Health Services, Inc., as described in Item 5, below.  However, there can be no assurance that additional
financing will be obtained or that the merger will be consummated.

The Company's  independent auditors' report on its consolidated financial statements stated as of
October 31 , 2000 due to recurring operating losses and lack of working capital, there is substantial
doubt about the Company's ability to continue as a going concern.  The Company is seeking additional
financing to continue operations, of which there can be no assurance.  The Company presently cannot
satisfy its cash requirements.  The Company believes that it can continue operations based on its ability
to accrue payments and cause its creditors to forebear.  There can be no assurance that the Company
will be able to continue to operate on such a basis.  Through the merger described in Item 5, below,
the Company expects to raise the capital required to complete the deployment of its Internet strategies.
In the event that the Company does not complete the merger with NetCare or obtain additional
financing to support its operations and the expansion of its business and/or the Company's creditors
do not forebear the Company may have to curtail or cease operations.  The Company may sell
additional equity, issue debt, or obtain credit facilities through financial institutions. Any sale of
additional equity securities will result in dilution to the Company's stockholders. There can be no
assurance that additional financing, if required, will be available to the Company in amount or on terms
acceptable to us.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

In a transaction exempt from the registration requirements of the Securities Act of 1933, as amended
pursuant to Section 4(2) thereof, in May 2001, Michael Kang, the Company's chairman and chief
executive officer, and John Combs, the Company's executive vice president and director, cancelled
indebtedness of $84,000 and $108,000, respectively, in exchange for 2,802,833 and 3,615,233 shares of
Common Stock, respectively.

In a transaction exempt from the registration requirements of the Securities Act of 1933, as amended
pursuant to Section 4(2) thereof, in May 2001 the Company issued an aggregate of 3,000,000, shares of
Common Stock to three consultants in exchange for consulting services.

In June 2001 the Company issued 1,200,000 shares of Common Stock to a consultant pursuant to a
registration statement.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

In May through July 2000 the Company borrowed an aggregate of $365,000 from four private lenders
pursuant to promissory notes bearing interest at rates of 8% to 18% per annum.  The notes became
due on various dates commencing in August 2000.  As of June 21, 2001 the notes were unpaid.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER

In May 2001 the Company entered into a non-binding term sheet to acquire all of the capital stock of
Netcare Health Services, Inc. in exchange for 59.2% of the number of shares of Common Stock of the
Company outstanding on a fully diluted basis. Netcare Health Services, Inc. is licensed as a special
service pharmacy with expertise servicing long-term health care facilities.**** Pursuant to the term sheet,
the closing of the transaction is subject to conditions, including the obligation of the Company to
consummate a financing transaction which results in gross proceeds to the Company of at least
$2,000,000. The Company has executed a term sheet with an investor for financing in the amount of

$1,750,000 and has delivered the term sheet to the investor. The investor has orally advised the
Company that the term sheet is acceptable. Based on the term sheet for the financing, the  Company
would issue convertible debentures to the investor which will be convertible into shares of Common
Stock at the lower of the market price of the Common Stock on the date of closing or a variable
conversion price based on a discount to the market price at the time of conversion. The closing of the
financing will be subject to conditions , including the filing of a registration statement by the Company,
the closing of the transaction with Netcare Health Services, Inc. and the trading of the Common Stock.
The Company anticipates entering into  definitive agreements with respect to the acquisition of the
capital stock of Net Care Health Services, Inc. and the financing to consummate such transaction.
However, there can be no assurance that the Company will enter into a definitive agreement with
respect to such transactions or that the Company will consummate the acquisition of the capital stock
of Net Care Health Services, Inc. or the related financing transaction.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibits are filed with this report.

(b)  A report on Form 8-K has been filed concurrent with the filing of this 10-Q, with respect to the
dismissal of the accounting firm of Crouch, Bierwolf & Associates and the appointment of Marks
Paneth & Shron LLP  as the registrant's independent public accountants.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.

DIGITAL COMMERCE INTERNATIONAL,INC.

Date:  June 20, 2001

/s/ Michael Y. H. Kang

Michael Y. H. Kang

Chairman, President and CEO

/s/ John W. Combs

John W. Combs

Executive VP and CFO

EXHIBIT 27FINANCIAL DATA SCHEDULE FORM 10-Q





<TYPE>EX-27

<SEQUENCE>2

<DESCRIPTION>FINANCIAL DATA SCHEDULE

<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5

<LEGEND>

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE BODY OF THE ACCOMPANYING FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

</LEGEND>

<CIK>	0000705581

<NAME>	DIGITAL COMMERCE INTERNATIONAL, INC.



<S>	<C>

<PERIOD-TYPE> 	6-MOS

<FISCAL-YEAR-END>	OCT-31-2000

<PERIOD-START> 	NOV-01-2000

<PERIOD-END> 	APR-30-2001

<EXCHANGE RATE>	1

<CASH>	0

<SECURITIES	0

<RECEIVABLES>	11,252

<ALLOWANCES>	0

<INVENTORY>	0

<CURRENT-ASSETS>	11,252

<PP&E> 	61,547

<DEPRECIATION>  	33,733

<TOTAL-ASSETS>   	234,066

<CURRENT-LIABILITIES>	1,690,592

<BONDS> 	0

<PREFERRED-MANDATORY>	0

<PREFERRED> 	0

<COMMON> 	13,313

<OTHER-SE>	(1,469,839)

<TOTAL-LIABILITY-AND-EQUITY>	234,066

<SALES>	689

<TOTAL-REVENUES> 	689

<CGS>	0

<TOTAL-COSTS>	0

<OTHER-EXPENSES>	723,659

<LOSS-PROVISION>	0

<INTEREST-EXPENSE>	0

<INCOME-PRETAX>  	(722,970)

<INCOME-TAX	0

<INCOME-CONTINUING>  	(722,970)

<DISCONTINUED>    	0

<EXTRAORDINARY>  	0

<CHANGES>          	0

<NET-INCOME>  	(722,970)

<EPS-BASIC> 	(0.054)

<EPS-DILUTED>  	(0.054)