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 April 30, 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  June  12,  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 for April 30, 2000 (unaudited) and October 31, 1999                         3

                  Statements of  Operations  for the Three Months and Six Months Ended
                  April 30, 2000 (unaudited) and 1999 (unaudited)                                            4

                  Statements  of Cash Flows for the Six Months  ended  April 30,  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
                                                                                         April 30,       October 31,
                                                                                            2000            1999
                                                                                       --------------   -------------
                                                                                        (Unaudited)
<S>                                                                                   <C>              <C>
CURRENT ASSETS

    Cash                                                                              $      144,984   $      430,803
    Restricted cash                                                                          401,708                -
    Accounts receivable (net of provision for doubtful accounts of $3,000 and $0 at
      April 30, 2000 and October 31, 1999 respectively)
       Trade                                                                                  58,600          244,358
       Other                                                                                  59,407            9,099
    Receivable from shareholders                                                              38,876           18,587
                                                                                       --------------   --------------
           Total current assets                                                              703,575          702,847

FURNITURE, fIXTURES, AND EQUIPMENT, AT COST                                                   66,980           27,535
    Less accumulated depreciation                                                            (15,286)          (7,083)
                                                                                       --------------   -------------
                                                                                              51,694           20,452

SECURITY DEPOSITS & NON-MARKETABLE SECURITIES                                                308,731          203,731
                                                                                       --------------   -------------
                                                                                      $    1,064,000   $      927,030
                                                                                       ==============   =============


                                         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Trade accounts payable                                                            $      163,086   $     177,891
    Accrued liabilities                                                                       94,903          73,587
    Non-interest bearing deposits                                                            401,708               -
                                                                                       --------------   -------------
           Total current liabilities                                                         659,697         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                                                                   (1,579,068)       (551,819)
                                                                                       ---------------  -------------
           Total stockholders' equity                                                        404,303         675,552
                                                                                       --------------   -------------

                                                                                      $    1,064,000   $     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                Six months ended
                                                                  April 30,                       April 30,
                                                            2000             1999            2000             1999
                                                                           (Note C)                         (Note C)
                                                      ----------------  --------------  --------------   --------------
<S>                                                  <C>               <C>             <C>              <C>
Revenues                                             $       44,650    $            -  $       78,356   $            -
                                                      ----------------  --------------  --------------   --------------

Operating expenses
    Salaries                                                152,778                 -         265,274                -
    Professional services                                   317,456                 -         488,692                -
    Travel                                                   85,158                 -         117,533                -
    Occupancy and telecommunications                         25,888                 -          44,810                -
    Advertising                                              14,501                 -          23,436                -
    Depreciation and amortization                             5,198                 -           8,826                -
    Other                                                    76,278                 -         157,034                -
                                                      ----------------  --------------  --------------   --------------
                                                            677,257                 -       1,105,605                -
                                                      ----------------  --------------  --------------   --------------
           Loss before income taxes                        (632,607)                -      (1,027,249)               -

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

           NET LOSS                                  $     (632,607)   $            -  $   (1,027,249)  $            -
                                                      ================  ==============  ==============   ==============


Loss per common share
    Basic                                            $       (0.05)    $            -  $       (0.08)   $            -
    Diluted                                                  (0.05)                 -          (0.08)                -

Weighted-average common and dilutive
   common equivalent shares outstanding
    Basic                                                13,271,079                 -      13,232,812                -
    Diluted                                              13,271,079                 -      13,232,812                -
</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)

                                                                               Six Months ended   Six Months ended
                                                                                  April 30,          April 30,
                                                                                     2000               1999
                                                                               ----------------   ----------------
                                                                                                      (Note C)
<S>                                                                           <C>                <C>    >
Increase (decrease) in cash
    Cash flows from operating activities
       Net loss                                                               $   (1,027,249)    $            -
       Adjustments to reconcile net loss to net cash
         used in operating activities
           Depreciation and amortization                                               8,826                  -
           Loss on disposal of equipment                                                 444                  -
           Provision for doubtful accounts                                             3,000                  -
           Changes in assets and liabilities
              Restricted cash                                                       (401,708)                 -
              Accounts receivable                                                    112,161                  -
              Security deposits and non-marketable securities                       (105,000)                 -
              Trade accounts payable                                                 (14,805)                 -
              Accrued liabilities                                                     21,316                  -
                                                                               ----------------   ----------------

                  Total adjustments                                                 (375,766)                 -

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

                  Net cash used in operating activities                           (1,403,015)                 -
                                                                               ----------------   ----------------

    Net cash flows used in investing activities
       Purchase of equipment                                                         (40,512)                 -
                                                                               ----------------   ----------------

    Net cash flows from financing activities
       Proceeds from issuance of common stock                                        756,000                  -
       Net increase in non-interest bearing deposits                                 401,708                  -
                                                                               ----------------   ----------------
                  Net cash provided by financing activities                        1,157,708                  -
                                                                               ----------------   ----------------

                  Net decrease in cash                                              (285,819)                 -

Cash at beginning of period                                                          430,803                  -
                                                                               ----------------   ----------------

Cash at end of period                                                         $      144,984     $            -
                                                                               ================   ================
</TABLE>






See  accompanying  notes  to  condensed   financial statements.
                                        5


<PAGE>



              Digital Commerce International, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 April 30, 2000


NOTE A - ACCOUNTING POLICIES

       The consolidated  financial statements for the interim period ended April
       30, 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 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 three  months and six months  ended  April 30, 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 six months ended April 30, 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 has been  inactive  from October 31, 1991 through June
        15, 1999. On June 15, 1999 the Company  acquired  Digital  Commerce Inc.
        and began  operations.  Therefore,  no  information is presented for the
        comparative three month and six periods ended April 30, 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 six months ended April 30, 2000 computed as under BEPS.



<PAGE>
<TABLE>
<CAPTION>
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               Six Months
                                                                           ended                    ended
                                                                      April 30, 2000            April 30, 2000
           <S>                                                        <C>                       <C>
           Common shares outstanding during the
              entire period                                             13,271,079                12,967,500
           Net weighted average common shares paid
              for / issued during the period                              -                        265,312
           Weighted-average number of common
              shares used in basic EPS                                  13,271,079                13,232,812
           Dilutive effect of options                                     -                         -
           Weighted-average number of common
              shares and dilutive potential common                      13,271,079                13,232,812
              stock used in diluted EPS
           --------------------------------------------------------------------------------------------------------
</TABLE>

Note E - BUSINESS SEGMENTS

       The Company had two reportable  segments for the three months and the six
       months ended April 30, 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.
<TABLE>
<CAPTION>

       For the three months ended April 30, 2000:

                                                    Processing         Financial                       Consolidated
                                                     services          services        Corporate         balance
                                                -----------------   --------------   -------------   ---------------
         <S>                                   <C>                 <C>              <C>             <C>
         Revenues                              $      35,581       $    6,548       $     2,521     $      44,650
         Operating expenses                          (41,990)         (85,468)         (549,799)         (677,257)
                                                -----------------   --------------   -------------   ---------------
           Net loss                            $      (6,409)      $  (78,920)      $  (547,278)     $   (632,607)
                                                =================   ==============   =============   ===============
</TABLE>


<PAGE>
Digital Commerce International, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 April 30, 2000

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

       For the six months ended April 30, 2000:

                                                 Processing         Financial                       Consolidated
                                                  services          services        Corporate         balance
                                             -----------------   --------------   -------------   ---------------
         <S>                                <C>                <C>              <C>             <C>
         Revenues                           $     69,287       $     6,548       $    2,521      $      78,356
         Operating expenses                      (77,557)         (114,567)        (913,481)        (1,105,605)
                                             -----------------   --------------   -------------   ---------------
           Net loss                         $     (8,270)      $  (108,019)      $ (910,960)     $  (1,027,249)
                                             =================   ==============   =============   ===============
</TABLE>
<TABLE>
<CAPTION>

       Identifiable assets

                                                    Processing      Financial                     Consolidated
                                                     services       services       Corporate        balance
                                                   ------------   ------------   ------------   ---------------
          <S>                                     <C>            <C>            <C>            <C>

          Current assets                          $      4,265   $    476,393   $    222,917   $       703,575
          Non-current assets                           211,086        103,731         45,608           360,425
                                                   ------------   ------------   ------------   ---------------
             Total assets                         $    215,351   $    580,124   $    268,525   $     1,064,000
                                                   ============   ============   ============   ===============
</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 and the
       contemplated  issuance of 500,000 shares of the Company's preferred stock
       to the shareholders of DCI in exchange for all of the outstanding  common
       stock of DCI.  The  designation  of the  rights  and  preferences  of the
       preferred  stock  had  been  approved  by  the  board  of  directors  and
       shareholders,  but  the  Company  had  not  amended  its  Certificate  of
       Incorporation to reflect such  designations  and rights.  On February 25,
       2000, the Company's  board of directors,  with the approval of the former
       shareholders of DCI, decided not to issue the preferred shares.


<PAGE>
Digital Commerce International, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 April 30, 2000



NOTE G - COMMON STOCK & ADDITIONAL PAID IN CAPITAL

       During the six months ended April 30,  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 us 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 an
       offering of the Company  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 at April 30, 2000 the potential deferred salary
       is $217,000.


<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.  The
       Company was incorporated in July 1982 as Systems  Assurance  Corporation.
       From October 31, 1999 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  from  Systems
       Assurance Corporation to Digital Commerce International, Inc.

       Since June 15,  1999,  all of 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 April 30,  2000,  the  majority  of our  revenues
       resulted from  commissions  received in our capacity as a sales agent for
       an organization engaged in credit card transaction  processing.  Revenues
       totaled $44,650 while the net loss incurred was $632,607. Our accumulated
       deficit was $1,579,068 as at April 30, 2000.


<PAGE>
Results of Operations

       Revenue.  Revenue for the three  months ended April 30, 2000 was $44,650.
       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 April 30, 2000 totaled  $677,257.  General and
       administrative  expenses for the three months were comprised primarily of
       compensation for a staff complement of 13, fees for outside professionals
       including  lawyers and accountants  and other overhead  costs,  including
       travel  and   entertainment   expenses.   The   Company's   general   and
       administrative  have  increased  in  each  quarter  since  the  Company's
       acquisition of Digital  Commerce Inc. in June 1999. 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.

Liquidity and Capital Resources

       Since June 1999, the Company  financed its operations  primarily  through
       private  placements of its common stock.  At April 30, 2000,  the Company
       had $144,984 in cash,  excluding deposits held in customer accounts.  The
       Company has no debt facilities.

       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 quarter ended April 30,
       2000 was  $1,403,015.  The Company's  principal uses of cash were to fund
       its net loss from operations and to finance the increases in receivables.

       Net  cash  used  in  investing   activities  consisted  of  $40,512  paid
       principally for acquisition of capital assets.

       Net  cash  provided  by  financing  activities  was  $1,157,708  of which
       $756,000 derived from private placements of restricted common stock.

       The  Company's  future  success is  dependant  upon the Company  securing
       additional  capital to fund  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  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:  June 14, 2000

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

Date:  June 14, 2000

                                    /s/ Michael Greenberg,
                                    -------------------------------------
                                    Michael Greenberg
                                    Senior Vice President and CFO