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 January 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 South Highland Drive
Salt Lake City, Utah                                        84117
--------------------                                        -----
(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  January  31,  2000,  the  number  of shares  outstanding  of the
registrant's only class of common stock was 12,967,500.
                                            ----------


<PAGE>





                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION
------------------------------

Item 1   Condensed Financial Statements

           Consolidated Balance Sheets for January 31, 2000
           (unaudited) and October 31, 1999 ...................................3

           Consolidated Statements of Operations for the First
           Quarter Ended January 31, 2000 (unaudited) and
           October 31, 1999 (unaudited) .......................................4

           Consolidated Statements of Cash Flows for the First
           Quarter ended January 31, 2000 (unaudited) and
           1999 (unaudited) ...................................................5

           Notes to Condensed Consolidated Financial Statements (unaudited) ...6

Item 2   Managements Discussion and Analysis of Results of Operations,
         Cash Flow and Financial Condition ....................................9


PART II - OTHER INFORMATION
---------------------------

Item 6   Exhibits and Reports on Form 8-K ....................................11

Exhibit 27, Financial Data Schedule ..........................................12




<PAGE>



              Digital Commerce International, Inc. and Subsidiaries

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                        January 31,  October 31,
                                                             2000         1999
                                                          ----------  ----------
                                                         (Unaudited)
CURRENT ASSETS
    Cash                                                  $ 824,039   $ 430,803
    Accounts receivable, no allowance deemed
    necessary
       Trade                                                236,303     244,358
       Other                                                  8,663       9,099
    Receivable from shareholders                             26,121      18,587
                                                          ----------  ----------
           Total current assets                           1,095,126     702,847

EQUIPMENT, AT COST                                           29,613      27,535
    Less accumulated depreciation                           (10,692)     (7,083)
                                                          ----------  ----------
                                                             18,921      20,452

DEPOSITS                                                    118,731     203,731
                                                          ----------  ----------
                                                         $1,232,778   $ 927,030
                                                          ==========  ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
    Trade accounts payable                                $ 117,448   $ 177,891
    Accrued liabilities                                      78,420      73,587
                                                          ----------  ----------
           Total current liabilities                        195,868     251,478

COMMITMENTS AND CONTINGENCIES                                     -         -

STOCKHOLDERS' EQUITY
    Preferred stock to be issued                                  -         -
    Shares paid for, but not issued                         756,000         -
    Common stock, $0.001 par value; 30,000,000
      shares authorized, 12,967,500 and 12,967,500
      shares issued and outstanding in 2000 and
      1999, respectively                                     12,967      12,967
    Additional paid-in capital                            1,214,404   1,214,404
    Accumulated deficit                                    (946,461)   (551,819)
                                                          ----------  ----------
           Total stockholders' equity                     1,036,910     675,552
                                                          ----------  ----------
                                                         $1,232,778   $ 927,030
                                                          ==========  ==========

            See accompanying notes to condensed financial statements.


<PAGE>



              Digital Commerce International, Inc. and Subsidiaries

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                                      Three months ended
                                                         January 31,
                                              -------------------------------
                                                   2000             1999
                                              --------------   --------------
                                                                  (Note C)
Revenues                                         $   33,706        $       -

Operating expenses
    Salaries                                        112,496                -
    Professional services                           171,236                -
    Travel                                           32,375                -
    Licensing fees                                   15,338                -
    Occupancy and telecommunications                 18,922                -
    Advertising                                       8,935                -
    Depreciation and amortization                     3,609                -
    Website                                           3,287                -
    Other                                            62,150                -
                                              --------------   --------------
                                                    428,348                -
                                              --------------   --------------
           Loss before income taxes                (394,642)               -

Income taxes                                              -                -
                                              --------------   --------------
           NET LOSS                              $ (394,642)       $       -
                                              ==============   ==============

Loss per common share
    Basic                                        $   (0.03)        $       -
    Diluted                                          (0.03)                -

Weighted-average common and dilutive
   common equivalent shares outstanding
    Basic                                        13,183,396                -
    Diluted                                      13,183,396                -





            See accompanying notes to condensed financial statements.


<PAGE>



              Digital Commerce International, Inc. and Subsidiaries

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                                       January 31,   October 31,
                                                         2000            1999
                                                     -------------  ------------
                                                                      (Note C)

Increase (decrease) in cash
  Cash flows from operating activities
     Net loss                                       $  (394,642)        $    -
       Adjustments to reconcile net loss to
       net cash used in operating activities
         Depreciation and amortization                    3,609              -
         Changes in assets and liabilities
            Accounts receivable                           8,491              -
            Receivable from shareholders                 (7,534)             -
            Deposits                                     85,000              -
            Trade accounts payable                      (60,443)             -
            Accrued liabilities                           4,833              -
                                                   -------------   -------------
                Total adjustments                        33,956              -
                                                   -------------  --------------

                Net cash used in
                  operating activities                 (360,686)             -
                                                   -------------   -------------

  Net cash flows used in investing activities -
     purchase of equipment                               (2,078)             -
                                                   -------------   -------------
  Net cash flows from financing activities
     proceeds from issuance of common stock             756,000              -
                                                   -------------   -------------

                Net increase in cash                    393,236              -

Cash and cash equivalents at beginning of period        430,803              -
                                                   -------------   -------------

Cash and cash equivalents at end of period          $   824,039         $    -
                                                   =============   =============








            See accompanying notes to condensed financial statements.


<PAGE>



              Digital Commerce International, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2000 and 1999



NOTE A - ACCOUNTING POLICIES

       The  consolidated  financial  statements  for the  interim  period  ended
       January 31,  2000 has been  prepared in  accordance  with the  accounting
       policies  described in the Company's Form 10-K.  Management  believes 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 ended  January 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 ended  January 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 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 period ended January 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
       (computed as under BEPS) 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 months ended January 31, 2000 and 1999.


<PAGE>

              Digital Commerce International, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2000 and 1999



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:

        Common shares outstanding during the entire period
                                                                   12,985,833
        Weighted-average shares paid for, but not issued
           during the period                                          197,563
                                                                  ------------
        Weighted-average number of common  shares
           used in basic EPS                                       13,183,396
        Dilutive effect of options                                         -
                                                                  ------------
        Weighted-average number of common shares and dilutive
           potential common stock used in diluted EPS              13,183,396
                                                                  ============

     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 months ended January 31, 2000.


Note E - BUSINESS SEGMENTS

       The  Company  has two  reportable  segments  for the three  months  ended
       January 31, 2000,  namely processing  services and banking 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.

                                      Processing       Banking    Consolidated
                                       services       services       balance
                                    -------------   ------------ --------------
         Revenues                   $     33,706     $    -        $   33,706
         Operating loss                  (35,567)     (29,099)        (64,666)
         Administration expenses               -          -          (363,682)
                                                                  -------------
             Net loss                                              $ (394,642)
                                                                 ==============



<PAGE>

              Digital Commerce International, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2000 and 1999



Note E - BUSINESS SEGMENTS - CONTINUED

       Identifiable assets

                             Processing      Banking               Consolidated
                              services      services   Corporate     balance
                            ------------  ----------- -----------  -------------
        Current assets       $  648,798     $ 64,422    $ 381,906   $  1,095,126
        Non-current assets       15,000       03,731                     118,731
        Capital assets            8,491             -      10,430         18,921
                            ------------  ----------- -----------  -------------
           Total assets      $  672,289     $168,153    $ 392,336   $  1,232,778
                            ============  =========== ===========  =============



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
       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
       preferred  stock  had  been  approved  by  the  board  of  directors  and
       shareholders,   but  the  Company   had  not  amended  its   Articles  of
       Incorporation   and  the  preferred  shares  had  not  been  created  and
       registered  with  the  State of  Delaware.  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.


NOTE G - PRIVATE PLACEMENTS

       During the quarter ended January 31, 2000, the Company  completed private
       placements of common stock.  One private  placement  consisted of 200,000
       shares  for  total  proceeds  of  $500,000.   Another  private  placement
       consisted of 85,333 shares raising a total of $256,000.


<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  engaged  is 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 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 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 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  ending  January 31, 2000,  all 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 $33,706 while the net loss incurred was $394,642. Our accumulated
       deficit was $946,461.


<PAGE>



Results of Operations

       Revenue. Revenue for the three months ended January 31, 2000 was $33,706.
       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 January 31, 2000 totaled $428,348. General and
       administrative  expenses for the three months were comprised primarily of
       compensation   for   personnel,    fees   for   outside    professionals,
       telecommunications,  occupancy,  bank  licensing  fees 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 their operations  primarily through
       private  placements of their common stock, which provided net proceeds of
       approximately   $756,000.   At  January   31,   2000,   the  Company  had
       approximately $824,000 in cash. The Company has no debt facilities.

       The  Company  has no material  commitments,  other than those  employment
       agreements  described  in the  10-K.  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 the year 2000.

       Net cash used by operating  activities  during the quarter  ended January
       31, 2000 was $360,686.  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  by  investing   activities   consisted  of  $2,078  paid
       principally for acquisition of capital assets.

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


<PAGE>



Liquidity and Capital Resources - continued
-------------------------------------------
       Management   believes  that  the  combination  of  revenues  and  capital
       contributions  will be  sufficient  to fund  operations  for the  current
       fiscal year. To the extent that the Company requires  additional funds to
       support its operations or the expansion of its business,  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 amounts or on terms acceptable to us.


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)      A report  on Form 8-K was  filed on  January  13,  2000,  with
                  respect  to the  dismissal  of the  accounting  firm of Crouch
                  Bierwolf & Chisholm and the  appointment of Grant Thornton LLP
                  as the registrant's independent public accountants.


<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:  March 15, 2000

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

Date:  March 15, 2000

                                             /s/ Alvin Tan,
                                             ----------------------
                                             Alvin Tan
                                             Controller