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 July 31, 2000            Commission file number 0-011228
                      -------------                                   --------


             Delaware                                            02-0337028
      ---------------------                                      ----------
  (State or other jurisdiction of            (I.R.S. Employer Identification No)
  incorporation or organization)


4049 Highland Drive
Salt Lake City, Utah                                 84124--1667
---------------------                               -----------
(Address of Principal Executive Offices)            (Zip Code)


                                 (888) 505-5688
                                 --------------
                         (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.

                                    Yes X 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  August  7,  2000,  the  number  of  shares  outstanding  of  the
registrant's only class of common stock was 13,271,079 .
                                            ----------


<PAGE>
<TABLE>
<CAPTION>

                                Table of Contents
                                                                                                          Page

PART I - FINANCIAL INFORMATION
<S>      <C>                                                                                                <C>
Item 1   Condensed Consolidated Financial Statements

                  Balance Sheets as of July 31, 2000 (unaudited) and October 31, 1999                        3

                  Statements of Operations  for the Three Months and Nine Months Ended
                  July 31, 2000 (unaudited) and 1999 (unaudited)                                             4

                  Statements  of Cash Flows for the Nine  Months  ended July 31,  2000
                  (unaudited) and 1999 (unaudited)                                                           5

                  Notes to Condensed Consolidated Financial Statements (unaudited)                           6

Item 2     Managements  Discussion  and Analysis of Financial  Condition  and Results of
           Operation                                                                                        10

Item 3     Quantitative and Qualitative Disclosures About Market Risk                                       12



PART II - OTHER INFORMATION

Item 6            Exhibits and Reports on Form 8-K                                                          12

Signatures                                                                                                  13

Exhibit 27        Financial Data Schedule                                                                   14
</TABLE>










                                        2


<PAGE>

<TABLE>
<CAPTION>



                            Digital Commerce International, Inc. and Subsidiaries

                                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                                                          July 31,       October 31,
                                                                                            2000            1999
                                                                                       --------------   -------------
                                                                                        (Unaudited)
CURRENT ASSETS
<S>                                                                                   <C>              <C>
    Cash                                                                              $       11,857   $      430,803
    Receivables (net of allowance for doubtful accounts of $22,233
      and $0 at July 31, 2000 and October 31, 1999 respectively)
       Trade                                                                                  39,286          244,358
       Other                                                                                  52,972            9,099
       Shareholders                                                                           36,218           18,587
                                                                                       --------------   -------------
           Total current assets                                                              140,333          702,847

FURNITURE, FIXTURES, AND EQUIPMENT, AT COST                                                   54,298           27,535
    Less accumulated depreciation                                                            (14,904)          (7,083)
                                                                                       --------------   -------------
                                                                                              39,394           20,452

SECURITY DEPOSITS AND NON-MARKETABLE SECURITIES                                              308,731          203,731
                                                                                       --------------   -------------

                                                                                      $      488,458   $      927,030
                                                                                       ==============   =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Trade accounts payable                                                            $      212,840  $      177,891
    Accrued liabilities                                                                       77,731          73,587
    Notes payable and other borrowings                                                       300,000               -
                                                                                       --------------   --------------
           Total current liabilities                                                         590,571         251,478

COMMITMENTS AND CONTINGENCIES (Note H)                                                             -               -

STOCKHOLDERS' EQUITY
    Common stock, $0.001 par value; 30,000,000 shares
      authorized, 13,271,079 and 12,967,500 shares issued
      and outstanding in 2000 and 1999, respectively                                          13,271          12,967
    Additional paid-in capital                                                             1,970,100       1,214,404
    Accumulated deficit                                                                   (2,085,484)       (551,819)
                                                                                       --------------   --------------
           Total stockholders' equity                                                       (102,113)        675,552
                                                                                       --------------   --------------
                                                                                      $      488,458  $      927,030
                                                                                       ==============   ==============

</TABLE>


         See accompanying notes to condensed financial statements.

                                        3


<PAGE>

<TABLE>
<CAPTION>


                            Digital Commerce International, Inc. and Subsidiaries

                               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                 (Unaudited)

                                                             Three months ended                Nine months ended
                                                                  July 31,                          July 31,
                                                      --------------------------------  -------------------------------
                                                            2000             1999            2000             1999
                                                                           (Note C)                         (Note C)
                                                      ----------------  --------------  --------------   --------------
<S>                                                  <C>               <C>             <C>              <C>
Revenues                                             $       35,072    $            -  $      113,428   $            -
                                                      ----------------  --------------  --------------   --------------
Operating expenses

    Salaries                                                391,710                 -         718,984                -
    Professional services                                    39,761                 -         466,453                -
    Travel                                                   37,260                 -         154,794                -
    Occupancy and telecommunications                         39,353                 -          84,163                -
    Advertising                                              10,000                 -          33,436                -
    Depreciation and amortization                             6,162                 -          14,969                -
    Other                                                    17,242                 -         174,294                -
                                                      ----------------  --------------  --------------   --------------

                                                            541,488                 -       1,647,093                -
                                                      ----------------  --------------  --------------   --------------
           Loss before income taxes                        (506,416)                -      (1,533,665)               -

Income taxes                                                      -                 -               -                -
                                                      ----------------  --------------  --------------   --------------

           NET LOSS                                  $     (506,416)   $            -  $   (1,533,665)  $            -
                                                      ================  ==============  ==============   ==============

Loss per common share
    Basic                                            $       (0.04)    $            -  $       (0.12)   $            -
    Diluted                                                  (0.04)                 -          (0.12)                -

Weighted-average common and dilutive
   common equivalent shares outstanding
    Basic                                                13,271,079                 -      13,245,661                -
    Diluted                                              13,271,079                 -      13,245,661                -
</TABLE>











              See  accompanying  notes  to  condensed   financial statements.

                                        4


<PAGE>

<TABLE>
<CAPTION>


                            Digital Commerce International, Inc. and Subsidiaries

                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 (Unaudited)

                                                                                 Nine Months        Nine Months
                                                                                    ended              ended
                                                                                   July 31,           July 31,
                                                                                     2000               1999
                                                                               ----------------   ----------------
                                                                                                      (Note C)
<S>                                                                           <C>                <C>
Increase (decrease) in cash
    Cash flows from operating activities
       Net loss                                                               $   (1,533,665)    $            -
       Adjustments to reconcile net loss to net cash
         used in operating activities
           Depreciation and amortization                                              14,969                  -
           Loss on disposal of equipment                                               5,309                  -
           Changes in assets and liabilities
              Receivables                                                            143,568                  -
              Security deposits and non-marketable securities                       (105,000)                 -
              Trade accounts payable                                                  34,949                  -
              Accrued liabilities                                                      4,144                  -
                                                                               ----------------   ----------------
                  Total adjustments                                                   97,939                  -
                                                                               ----------------   ----------------

                  Net cash used in operating activities                           (1,435,726)                 -
                                                                               ----------------   ----------------

    Net cash flows used in investing activities
       Purchase of equipment                                                         (39,220)                 -
                                                                               ----------------   ----------------

    Net cash flows from financing activities
       Proceeds from issuance of common stock                                        756,000                  -
       Proceeds from notes payable and other borrowings                              313,514                  -
       Repayment of notes payable and other borrowings                               (13,514)                 -
                                                                               ----------------   ----------------
                  Net cash provided by financing activities                        1,056,000                  -
                                                                               ----------------   ----------------

                  Net decrease in cash                                              (418,946)                 -

Cash at beginning of period                                                          430,803                  -
                                                                               ----------------   ----------------
Cash at end of period                                                         $       11,857     $            -
                                                                               ================   ================
</TABLE>









                             See  accompanying  notes  to  condensed   financial
statements.

                                        5


<PAGE>



              Digital Commerce International, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  July 31, 2000



NOTE A - ACCOUNTING POLICIES

       The consolidated  financial  statements for the interim period ended July
       31, 2000 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

       The accompanying  unaudited condensed  consolidated  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 three  months and nine months ended July
       31, 2000 and 1999 should be read in conjunction with the Company's annual
       report on Form 10-K for the  fiscal  year ended  October  31,  1999.  The
       results of operations for the three months and nine months ended July 31,
       2000 may not be  indicative  of the results  that may be expected for the
       year ending October 31, 2000.

NOTE C - BUSINESS ACTIVITY

       Digital  Commerce  International,   Inc.  (the  Company)  is  a  Delaware
       corporation  that was  inactive  from  October 31, 1991  through June 15,
       1999.  On June 15,  1999  the  Company  acquired  Digital  Commerce  Inc.
       However,  there was no activity  for the quarter or the nine months ended
       July 31, 1999. Therefore, no information is presented for the comparative
       three month and nine month periods ended July 31, 1999.

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
       three and nine months ended July 31, 2000 computed as under BEPS.


<PAGE>

Note D - NET EARNINGS (LOSS) PER SHARE - CONTINUED

       The  following  data show the shares  used in  computing  loss per common
       share including dilutive potential common stock:

                                               Three Months        Nine Months
                                                   ended              ended
                                               July 31, 2000      July 31, 2000
     Common shares outstanding during the
        entire period                           13,271,079         12,967,500
     Net weighted average common shares
        issued during the period                    -                 278,161
     Weighted-average number of common
        shares used in basic EPS                13,271,079         13,245,661

     Dilutive effect of options                     -                 -
     Weighted-average number of common
        shares and dilutive potential
        common stock used in diluted EPS        13,271,079         13,245,661
     ---------------------------------------------------------------------------


Note E - BUSINESS SEGMENTS

       The Company had two reportable segments for the three months and the nine
       months  ended July 31, 2000,  namely  processing  services and  financial
       services.  The Company  evaluates  performance  of each segment  based on
       earnings  or loss from  operations.  Identifiable  assets by segment  are
       reported below. The Company allocates certain general and  administrative
       expenses, consisting primarily of management and utilities.

       For the three months ended July 31, 2000:


<TABLE>
<CAPTION>

                                                 Processing         Financial                       Consolidated
                                                  services          services        Corporate         balance
                                             -----------------   --------------   -------------   ---------------
         <S>                                <C>                <C>              <C>              <C>
         Revenues                           $     34,520       $      -         $       552      $     35,072
         Operating expenses                      (17,543)           (64,387)       (459,558)         (541,488)
                                             -----------------   --------------   -------------   ---------------
             Net earnings (loss)            $     16,977       $    (64,387)    $  (459,006)     $   (506,416)
                                             =================   ==============   =============   ===============

</TABLE>

<PAGE>



Note E - BUSINESS SEGMENTS - CONTINUED
<TABLE>
<CAPTION>

       For the nine months ended July 31, 2000:

                                                 Processing         Financial                       Consolidated
                                                  services          services        Corporate         balance
                                             -----------------   --------------   -------------   ---------------
       <S>                                   <C>                <C>              <C>             <C>
         Revenues                            $    103,807       $    6,548       $     3,073     $     113,428
         Operating expenses                       (95,100)        (178,954)       (1,373,039)       (1,647,093)
                                             -----------------   --------------   -------------   ---------------
                                             $      8,707       $ (172,406)      $(1,369,966)    $  (1,533,665)
             Net earnings (loss)             =================   ==============   =============   ===============

       Identifiable assets
                                                    Processing      Financial                     Consolidated
                                                     services       services       Corporate        balance
                                                   ------------   ------------   ------------   ---------------
          Current assets                          $      1,107   $     40,625   $     98,601   $       140,333
          Non-current assets                           206,348        103,731         38,046           348,125
                                                   ------------   ------------   ------------   ---------------
             Total assets                         $    207,455   $    144,356   $    136,647   $       488,458
                                                   ============   ============   ============   ===============
</TABLE>


NOTE F - RECAPITALIZATION

       On June 15, 1999 the Company  acquired  Digital  Commerce Inc.  (DCI),  a
       Nevis  Corporation based in Vancouver,  Canada.  DCI was acquired through
       the issuance of 5,000,000 shares of the Company's common stock.


<PAGE>
NOTE G - COMMON STOCK & ADDITIONAL PAID IN CAPITAL

       During the nine months ended July 31,  2000,  the Company  completed  two
       private  placements of common stock. One private  placement  consisted of
       200,000 shares for total proceeds of $500,000.  Another private placement
       consisted of 83,666  shares  raising a total of $256,000.  In  connection
       with each of these isolated  issuances of our securities,  each purchaser
       of those securities  represented and warranted to the Company that it (i)
       was aware  that the  securities  had not been  registered  under  federal
       securities  laws;  (ii) acquired the  securities  for its own account for
       investment  purposes  and not with a view to or for resale in  connection
       with any distribution for purposes of the federal  securities laws; (iii)
       understood that the securities would need to be indefinitely  held unless
       registered  or an  exemption  from  registration  applied  to a  proposed
       disposition;  (iv)  was  aware  that  the  certificate  representing  the
       securities would bear a legend  restricting  their transfer;  and (v) was
       aware that  there was no public  market  for the  securities.  Management
       believes  that,  in  light  of  the  foregoing,   and  in  light  of  the
       sophisticated  nature  of  each  of  the  acquirers,  the  sale  of  such
       securities to the respective  acquirers did not constitute the sale of an
       unregistered  security in  violation of the federal  securities  laws and
       regulations  by reason of the exemption  provided  under Section 4(2) and
       Regulation  S of the  Securities  Act,  and  the  rules  and  regulations
       promulgated thereunder.

NOTE H - CONTINGENCIES

       The  Company  has  employment  agreements  with  certain  officers of the
       Company.  Total  salaries  covered  by  these  agreements  increase  from
       $250,000 in the first year to  $450,000  annually  over five  years.  The
       agreements are exclusive of bonuses,  benefits,  and other  compensation.
       The  compensation  contemplated  by these  agreements  is  subject to the
       satisfaction  of certain  conditions,  including the effective  date of a
       public  offering  of the  Company's  common  stock  pursuant to which the
       Company  receives  funds  totaling  $20,000,000  or the  attainment  of a
       Company market capitalization of $150,000,000.  Until the satisfaction of
       either of these two  conditions,  the modified salary for each officer is
       $10,000  per month with a deferral  of the  remaining  balance  until the
       underwriting  or market  capitalization  occur.  As of July 31,  2000 the
       potential deferred salary is $307,000.


<PAGE>

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 October 31, 1991 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 banking
       and  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  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.

       For the  quarter  ended  July 31,  2000,  the  majority  of our  revenues
       resulted from  commissions  received in our capacity as a sales agent for
       an  independent  sales  organization  engaged in credit card  transaction
       processing for  international  merchants.  Revenues totaled $35,072 while
       the  net  loss  incurred  was  $506,416.   Our  accumulated  deficit  was
       $2,085,484 as at July 31, 2000.


<PAGE>

 Results of Operations

       Revenue.  Revenue for the three  months  ended July 31, 2000 was $35,072.
       These revenues can be attributed to commissions earned from our role as a
       sales  agent  for  an  independent  sales  organization  engaged  in  the
       processing of credit card transactions for international merchants.

       General and Administrative Expenses.  General and administrative expenses
       for the three months ended July 31, 2000  totaled  $541,488.  General and
       administrative  expenses for the three months were comprised primarily of
       compensation for a staff complement of 13, fees for outside professionals
       including  attorneys and accountants and other overhead costs,  including
       travel and  entertainment  expenses.  During the quarter the Company made
       several changes to reduce general and  administrative  expenses including
       reducing headcount and consulting expenses.  The benefit of these changes
       will be evident in the fourth  quarter  of the year  ending  October  31,
       2000.  The Company  believes  that it's  general and  administrative  and
       operating expenses will continue to increase in the future as the company
       continues to develop,  implement, and deploy its services and operations.
       However the Company has implemented procedures to ensure that this growth
       occurs in a controlled manner.

Liquidity and Capital Resources

       Since June 1999,  the  Company  has  financed  its  operations  primarily
       through  private  placements of its common stock.  At July 31, 2000,  the
       Company had $11,857 in cash.

       The  Company  has no material  commitments,  other than those  employment
       agreements  described in Note H to the consolidated  financial statements
       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  hopes  to  realize  an  increase  in its  working  capital,  and
       anticipates a substantial increase in its capital expenditures due to the
       anticipated expansion of its business units, in fiscal year 2000.

       Net cash used in operating  activities  during the nine months ended July
       31, 2000 was  $1,435,726.  The Company's  principal  uses of cash were to
       fund its net  loss  from  operations  and to  finance  the  increases  in
       security deposits and non-marketable securities.

       Net  cash  used  in  investing   activities  consisted  of  $39,220  paid
       principally for acquisition of equipment.

       Net  cash  provided  by  financing  activities  was  $1,056,000  of which
       $756,000 was derived from private  placements of restricted common stock.
       The remainder was derived from other notes  payable and  borrowings  from
       stockholders.

       The  Company's  future  success is  dependant  upon the Company  securing
       additional  capital to fund  operations.  The Company may sell additional
       common  stock  through  purchase  plan,  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 will be available to the
       Company in amounts or on terms acceptable to us.


<PAGE>




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       At present our  operations are limited to North America and the Caribbean
       and hence our exposure to currency  fluctuations is limited.  The Company
       does not  have any  hedges  against  either  currency  or  interest  rate
       fluctuations.

                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


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

      27     Financial Data Schedule

      (b)    No report on Form 8-K was filed  during the  quarter for which this
             report is filed.


<PAGE>

                                   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:  XXXXXX, 2000


                             /s/ Michael Y. H. Kang
                             -----------------------
                              Michael Y. H. Kang
                              Chairman, President and CEO