UNITED STATES
                 SECURIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                        __________________

                            FORM 10-QSB
                        __________________

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

              For the quarter ended July 31, 2002

                                OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Transition Period from                    to
Commission File Number 1-11034


                  DIGITRAN SYSTEMS, INCORPORATED
      (Exact name of registrant as specified in its charter)

               Delaware                        72-086167

     (State or other jurisdiction of         (IRS) employer
     incorporation or organization)          identification No.)

     205 West 8800 South, P.O. Box 91, Paradise, UT 84328-0091
          (Address of principal executive offices and zip code)

                         (435) 757-4408

          (Registrant's telephone number, including area code)

                      Not applicable

     (Former name, address, and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes    X         No

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

     Class                              Outstanding at July 31, 2002
Common stock, $.01 par value                      23,349,699
Class B Common stock, $.01 par value               2,000,000
Transitional Small Business Disclosure Format (Check one)

Yes         No   X
<PAGE>
                   DIGITRAN SYSTEMS, INCORPORATED
                   (A Development Stage Company)


                         TABLE OF CONTENTS

                                                              PAGE
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

          Unaudited Condensed Consolidated Balance Sheet
              as of Jul. 31, 2002                               3

          Unaudited Condensed Consolidated Statements of
              Operations, for the three month periods ended
              Jul. 31, 2002 and 2001                            4

          Unaudited Condensed Consolidated Statements of Cash
              flows, for the three month periods ended Jul. 31,
              2002 and 2001                                     5

          Notes to Unaudited Condensed Consolidated Interim
              Financial Statements                              6

     Item 2.  Management's Discussion and Analysis of Financial
              Condition or Plan of Operation                    8


PART II. OTHER INFORMATION                                     11

SIGNATURES                                                     12
                                2
<PAGE>
                DIGITRAN SYSTEMS, INCORPORATED
                (A Development Stage Company)


PART I  FINANCIAL INFORMATION


     ITEM 1         FINANCIAL STATEMENTS
<TABLE>
                 DIGITRAN SYSTEMS, INCORPORATED
                 (A Development Stage Company)
                    Condensed Balance Sheet
                   (Unaudited)
<CAPTION>

                             ASSETS

                                                            July 31,
                                                             2002

<S>                                                     <C>
CURRENT ASSETS

 Restricted cash                                        $     1,000
                                                        -----------
  Total Current Assets                                        1,000
                                                        -----------
  TOTAL ASSETS                                          $     1,000
                                                        ===========

            LIABILITIES AND SHAREHOLDERS' (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                       $    13,831
                                                        -----------
  Total Current Liabilities                                  13,831
                                                        -----------
SHAREHOLDERS' (DEFICIT)

 Preferred stock, $0.01 par value: 1,000,000 shares
  authorized, 50,500 shares issued and outstanding,
  (entitled to one-tenth vote per share)                        506
 Common stock, $0.01 par value: 25,000,000 shares
  authorized, 24,349,699 shares issued and outstanding
  (entitled to one-tenth vote per share)                    243,497
 Class B common stock, $0.01 par value: 5,000,000 shares
  authorized, 2,000,000 shares issued and outstanding
  (entitled to one vote per share)                           20,000
 Additional paid-in capital                              10,540,428
 Deficit accumulated prior to the development stage     (14,226,988)
 Retained earnings accumulated during development stage   3,409,726
                                                        -----------
  Total Shareholders' (Deficit)                             (12,831)
                                                        -----------
  TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)         $     1,000
                                                        ===========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
                                3
<PAGE>
<TABLE>
                 DIGITRAN SYSTEMS, INCORPORATED
                 (A Development Stage Company)
               Condensed Statements of Operations
                   (Unaudited)
<CAPTION>

                                                                  From
                                                  Inception of the
                                                               Development
                                   For the Three months         Stage on
                                      Ended July 31,          May 1, 2001 to
                                   2002           2001        July 31, 2002
<S>                                 <C>          <C>          <C>
REVENUES                             $        -   $        -   $          -
                                     ----------   ----------   -------------
OPERATING COSTS                               -            -              -
                                     ----------   ----------   -------------
OPERATING LOSS                                -            -              -
                                     ----------   ----------   -------------
OPERATING LOSS BEFORE
DISCONTINUED OPERATIONS                       -            -              -
                                     ----------   ----------   -------------
DISCONTINUED OPERATIONS

Loss from operations (Note 3)            (6,723)     (32,647)       (407,244)
Gain on disposal of subsidiary                -            -       3,370,905
                                     ----------   ----------   -------------
Income (Loss) before extraordinary
 item                                    (6,723)     (32,647)      2,963,651
Gain in disposal of debt                      -            -         446,065
                                     ----------   ----------   -------------
NET INCOME (LOSS)                        (6,723)     (32,647)      3,409,726
                                     ----------   ----------   -------------
OTHER COMPREHENSIVE INCOME (LOSS)

 Dividends on convertible preferred
  stock; unpaid                               -            -         (28,840)
                                     ----------   ----------   -------------
  Total Other Comprehensive Income
   (Loss)                            $   (6,723)  $  (32,647)  $   3,380,886
                                     ==========   ==========   =============

BASIC INCOME (LOSS) PER SHARE

 Continuing operations               $    (0.00)  $    (0.00)
 Discontinued operations                  (0.00)       (0.00)
                                     ----------   ----------
  Total Income (Loss) Per Share      $    (0.00)  $    (0.00)
                                     ==========   ==========
WEIGHTED AVERAGE SHARES OF COMMON
 STOCK                               24,349,699   23,347,699
                                     ==========   ==========

FULLY DILUTED INCOME (LOSS) PER SHARE
 Continuing operations                    (0.00)       (0.00)
 Discontinued operations                  (0.00)       (0.00)
                                     ----------   ----------
 Total income (loss) per fully
  diluted share                      $    (0.00)  $    (0.00)
                                     ==========   ==========
 FULLY DILUTED SHARES OF COMMON
  STOCK                              24,349,699   23,347,699
                                     ==========   ==========
</TABLE>
 The accompanying notes are an integral part of these financial
statements.
                                4
<PAGE>
<TABLE>
                  DIGITRAN SYSTEMS, INCORPORATED
                  (A Development Stage Company)
                Condensed Statements of Cash Flows
                       (Unaudited)
<CAPTION>

                                                                    From
                                                              Inception of the
                                                                Development
                                   For the Three months           Stage on
                                      Ended July 31,            May 1, 2001 to
                                   2002           2001          July 31, 2002
<S>                                 <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss)                   $    (6,723)  $ (32,647)     $ 3,409,726
 Adjustments to reconcile net income
  (loss) to net cash used in operating
  activities:
    Gain on forgiveness of debt                -          -          (446,065)
    Gain on disposal of subsidiary             -          -        (3,370,905)
    Issuance of common stock for
      services                                 -          -            20,000
 Changes in operating assets and
 liabilities:
       Increase (Decrease)in accounts
         payable and other current
         liabilities                       (4,000)         -          276,413
                                      -----------  ---------      -----------
   Net Cash Used In Operating
   Activities                            (10,723)   (32,647)         (110,831)
                                     -----------   ---------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES           -          -                -
                                     -----------   ---------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES

 Payments on notes payable                     -          -           (2,500)
 Contributed Capital                       6,500          -          114,000
                                     -----------  ---------      -----------
   Net Cash Provided (Used) by
   Financing Activities                    6,500          -          111,500
                                     -----------  ---------      -----------
NET INCREASE (DECREASE) IN CASH           (4,223)    (32,647)            669

CASH AT BEGINNING OF YEAR                  5,223      33,088             341
                                     -----------  ---------      -----------
CASH AT END OF YEAR                  $     1,000  $     341      $     1,000
                                     ===========  =========      ===========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
                                5
<PAGE>
 NOTE 1   CONDENSED FINANCIAL STATEMENTS

  The accompanying financial statements have been prepared by the Company
without audit.  In the opinion of management, all material adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position at July 31, 2002 and the results of operations and cash
flows for the three month periods ended July 31, 2002 and 2001 have been
made.

  Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles may have been condensed or omitted.  All quarterly
information should be considered in light of the last fiscal year and the
current year to date operations of the Company.  It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's April 30, 2002 audited
financial statements.  The results of operation for the periods ended July 31,
2002 and 2001 are not necessarily indicative of the operating results for
the respective full years. The Company disposed of its operating subsidiary
effective April 29, 2002. Consequently, the Company has reverted to
Development Stage status; reflecting its results from operations and cash
flows as such from the time in which it discontinued its operations. On
September 12, 2002, shareholders will meet and vote with respect to a reverse
merger with Tradingear.com, Incorporated, an operating subsidiary. All prior
year activity is reported as discontinued operations.


NOTE 2   COMMITMENTS AND CONTIGENCIES

  In the normal course of business, there may be various and sundry legal
actions and proceedings pending which seek damages against the Company.
Management is not aware of any legal or regulatory claims asserted against the
Company.

  Going Concern

  The accompanying financial statements have been presented on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has an accumulated
earnings deficit and has discontinued its operations. See further discussion
below in Management's discussion and analysis.

     Pending Reverse Merger

  The Company has entered into an Agreement for a reverse merger with
Tradingear.com, Incorporated, which will carry an effective date of September
12, 2002, subject to shareholder approval. Shareholders will meet and vote
regarding the merger in a shareholder's meeting on September 12, 2002.
Subsequent to the quarter ended July 31, 2002 Proxy statements were mailed to
shareholders of record as of July 30, 2002. See further discussion in Item 2:
Management's Discussion and Analysis of Financial Condition or Plan of
Operations, below.

NOTE 3   RESULTS FROM DISCONTINUED OPERATIONS

The following is a summary of the loss from discontinued operations resulting
from the elimination of the operation subsidiary.  No tax benefit has been
attributed to the discontinued operations. The information is unaudited.

                                          For the Three months ended July 31,

                                                    2002            2001

    NET SALES                                      $           0 $        0

    COST OF SALES                                              0          0

    GROSS PROFIT                                               0          0

    EXPENSES

    Selling, general and administrative expenses          (6,723)         0
     Depreciation and amortization                             0          0


    LOSS FROM OPERATIONS                            $     (6,723)$        0

    OTHER INCOME (EXPENSE)

     Interest expense                                     (6,723)   (32,647)

    LOSS BEFORE INCOME TAXES                        $     (6,723) $ (32,647)

    INCOME TAX BENEFIT                                         0          0

    NET LOSS                                        $     (6,723) $ (32,647)

    OTHER COMPREHENSIVE INCOME (LOSS)

     Dividends on convertible preferred stock; unpaid          0          0

    Total Other Comprehensive Income(Loss)           $    (6,723)  $(32,647)


                                6
<PAGE>
                     DIGITRAN SYSTEMS, INCORPORATED
                      (A Development Stage Company)

NOTE 4   CONCENTRATIONS OF CREDIT RISK

  The Company had no operations for the three months ended July 31, 2002 and
therefore, had no credit risk.   Neither will it be exposed to credit risk
until September 12, 2002.

NOTE 5   CAPITAL STOCK

  The Company's capital stock consists of common stock, Class B common stock
and preferred stock.  The common stock provides for a non-cumulative $0.05 per
share annual dividend and a $0.01 per share liquidation preference over Class
B common.  In addition, the Company must pay the holders of the common stock a
dividend per share at least equal to any dividend paid to the holders of Class
B common.  Holders of the common stock are entitled to one-tenth of a vote for
each share held.

  Class B common may not receive a dividend until an annual dividend of at
least $0.05 is paid on the common stock.  Holders of Class B common have
preemptive rights with respect to the Class B common stock and may convert
each share of Class B common into one share of the common stock at any time.
Holders of Class B common are entitled to one vote per share held.

  The Series 1 Class A 8% Cumulative Convertible Preferred Stock has a par
value of $0.01 per share.  As of April 30, 2002, there were 50,500 shares
outstanding.  Holders of preferred shares are entitled to cumulative dividends
of 8% per annum on the stated value of the stock, designated at $7 per share.
Dividends are payable semi-annually on September 15 and March 15.  No
dividends have been paid since March 15, 1993, resulting in dividends in
arrears at July 2002 of approximately $266,400 or $5.27 per share.  Dividends
are not payable on any other class of stock ranking junior to the preferred
stock until the full cumulative dividend requirements of the preferred stock
have been satisfied.  The preferred stock carries a liquidation preference
equal to its stated value plus any unpaid dividends. Convertibility of any
preferred stock issued may be exercised at the option of the holder thereof at
three shares of common stock for each preferred share converted.  Holders of
the preferred stock are entitled to one-tenth of a vote for each share of
preferred stock held.  The Company may, at its option, redeem at any time all
shares of the preferred stock or some of them upon notice to each preferred
stockholder at a per share price equal to the stated value ($7.00) plus all
accrued and unpaid dividends thereon (whether or not declared) to the date
fixed for redemption, subject to certain other provisions and requirements.


NOTE 6   NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS

     During the years ended April 30, 2002 and 2001, the Company
adopted the provisions of FASB Statement No. 140 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities (a replacement of FASB Statement No. 125.), FASB
Statement  No. 141, "Business Combinations," FASB Statement No. 142,
"Goodwill and Other Intangible Assets," FASB Statement No. 143,
"Accounting for Asset Retirement Obligations," FASB Statement No.
144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," and FIN 44 "Accounting for Certain Transactions Involving
Stock Compensation (an interpretation of APB Opinion No. 25.)." The
effect of these adopted provisions on the Company's financial
statements was not significant.

For the fiscal year ended April 30, 2002            [ ] Transition Report
under Section 13 or 15(d7.00) plus allaccrued and unpaid dividends thereon
(whether or not declared) to the datefixed for redemption, subject to certain
other provisions and requirements.
                                7
<PAGE>
  ITEM 2: Management's Discussion and Analysis of Financial Condition or Plan
         of Operations.

     For several years now, the company had been unsuccessful in achieving
profitable operations, generating cash from operations or attracting
sufficient equity or debt financing to sustain its then current level of
operations. Consequently, the company was finally compelled to drastically
reduce its work force, sell its assets and settle its debts in any way
possible, including conversion of debt into the company's stock. Ultimately,
the company disposed of its operating unit, Digitran, Inc. and is anticipating
completion of a reverse merger transaction with Tradingear.com,Inc.  See also
"Plan of Operations and Management's Future Plans," above.

Liquidity and Capital Resources

     The company has virtually no liquidity nor the ability to borrow (short
term or long term) based upon its assets or capital resources. The company's
ability to attract loans secured by sales contracts or operations was also
exhausted when it disposed of its last operating division in its operating
subsidiary. Therefore, in the first quarter of fiscal 2003, no cash was
generated through operations or borrowings. During the quarter ended July 31,
2003, cash of approximately $6,500 was contributed to the company.

     The company has the potential to begin generating cash through
operations once it has successfully merged with an operating company. However,
the company's ability to do so will be subject to the effects and risks of:
competition, product demand, rapidly changing technology, world-wide economic
conditions, market acceptance of the target operating company's products, etc.

     There were no capital expenditures or investments in either the quarter
ended July 31, 2002 or the development stage period.

Plan of Operations and Management's Future Plans

     Management is anticipating completion of a reverse merger transaction,
which was presented to shareholders by Definitive Proxy subsequent to July 31,
2002.

Proposed Reverse Merger

     The proposed reverse merger with Tradingear.com, Incorporated is
summarized below. Full details were included with the Definitive Proxy filed
with the SEC and subsequently presented to shareholders. The following is
subject to shareholder approval:

     A.   The existing Class A Common shares, numbering 24,349,699 will be
          reverse split on a 21 to 1 basis;
     B.   The existing Class B Common shares, numbering 2,000,000 will be
          exchanged for Class A Common shares and be reverse split on a 20
          to 1 basis.
     C.   The company will create a new wholly-owned subsidiary, named
          Digitran Acquisitions, Inc., which will merge with Tradingear.com,
          Incorporated
     D.   The shareholders of Tradingear.com, Incorporated have
          approximately 19,630,000 shares issued and outstanding.  After the
          company executes the reverse split of the Digitran Systems,
          Incorporated shares, the Tradingear.com, Inc shareholders will own
          approximately 94% of the Company.
     E.   The company will then change its name, corporate location, Board
          of Directors, external auditors and stock symbol. The company will
          no longer be in the simulation software business, but in the
          brokerage software business (the business of Tradingear.com,
          Incorporated) and will be managed by the officers of
          Tradingear.com, Incorporated
                                8
<PAGE>
Spin-off of Digitran, Inc.

     A condition precedent to the Merger with Tradingear.com, Incorporated,
was the spin-off of Digitran, Inc., which was accomplished in a Share Exchange
transaction effective April 29, 2002. This transaction is detailed in the
discussion below:

     The company exchanged 1,000 shares (100%) of the stock of Digitran,
Inc., a Utah corporation to Digitran Simulation Systems, Inc. ("DSSI"), an
Arizona Corporation for 90 shares (9%) of DSSI.  On July 16, 2002, DSSI
completed its obligations for the closing of the transaction by recording the
Share Exchange Agreement with the State of Arizona, after representatives of
each company physically exchanged share certificates on July 6, 2002. The
Share Exchange Agreement, dated April 15, 2002 calls for an effective date of
April 29, 2002, irrespective of the date of the actual share exchange.
Therefore, the disposition of Digitran, Inc. is reflected in the Company's
financial statements for the year ended April 30, 2002.

     Digitran, Inc. was the Company's operating subsidiary or division and
held the Petroleum Drilling Simulation Systems (software) business. Although
this subsidiary had nominal physical assets with no recorded book value at the
time it entered into the Share Exchange Agreement, it maintained a worldwide
lead in customer base and installations as well as the value of the Digitran
Trade name, which is still recognized on a worldwide basis. The Board of
Directors also felt an obligation to the division's customers to seek a manner
in which the division could continue to service the needs of the customers and
the marketplace that Digitran, Inc. had created. Included in the exchange of
100% of the shares of Digitran, Inc, the Company transferred its Petroleum
drilling Simulation Systems Business, history, installation base, customers,
software, trade name, source code, assets and liabilities. The assets at the
time of the exchange were carried at zero ($-0-) value and the related
liabilities were approximately $3.3 million.

     The principals of DSSI are related parties to Digitran Systems,
Incorporated. They are the heirs and in-laws of Ms. Loretta Trevers. Ms
Trevers was the former (and now deceased) Co-founder, Chairman, CEO, CFO, and
controlling shareholder of Digitran Systems, Incorporated. As such, they are
familiar with the adverse financial condition of Digitran, Inc. and best
prepared to overcome the problems facing this division and to continue
operations. They are represented in Management of DSSI through Stuart Reeves,
a former son-in-law to Ms. Trevers. The heirs of Ms. Trevers are also the
controlling shareholders in Digitran Systems, Incorporated, although, under
the provisions of a proposed Merger Transaction, reported previously on Form
8-k on November 11, 2001 (during the Development Stage period), they would
exchange their control position with the principals of Tradingear.com,
Incorporated, the reverse merger candidate for Digitran Systems, Incorporated.

     Although not expected, should the Merger with Tradingear.com., Inc. not
be completed, the company's management will continue to entertain all viable
potential alternatives to provide creditor satisfaction and shareholder value
including, but not limited to: mergers, acquisitions, reverse acquisitions,
joint ventures, debt-restructures, spin-offs, realization of the company's
intangible assets or value, etc.  Alternatives will continue to be
distinguished and favored based upon how well it provides for the existing
creditors and shareholders.

Management's Discussion and Analysis of the Results of Operations 2003 vs.
2002.  Results of Operations:
                                9
<PAGE>
     The Company has reported its operations as Discontinued Operations for
the past two years. Therefore, no Revenues or Operating Expenses have been
reported on the Statement of Operations. As reported in Note 3: DISCONTINUED
OPERATIONS, there were selling, general and administrative costs of $6,723
incurred during the quarter. All expenses were related to the proposed reverse
merger. Also, during the quarter ended July 31, 2002 the company received
capital contributions of approximately $6,500, which, along with most of its
available cash, was used to pay certain merger transaction-related accounts
payable and expenses.

     During the Development Stage period, the company recorded two
extraordinary gains during the fiscal year ended April 30, 2002. The first was
for the forgiveness of debt arising out of settlement of the sale of the Crane
and Truck divisions of Digitran, Inc. This sale was originated in November of
1999 and completed in December of 2001. The gain was recognized on a cash
basis, as the ultimate resolution and amounts were uncertain and contingent
upon events then future to the date of the Agreement. The Agreement called for
the purchaser to pay certain liabilities on behalf of the Company in exchange
for the rights to the Crane and Truck divisions of Digitran, Inc. In December
of 2001, the purchaser and Digitran, Inc. signed mutual waivers of claims
arising out of the original agreement, in which certain debts of Digitran were
forgiven and certain obligations of the purchaser were forgiven. This was a
non-cash transaction. In addition, a small loan was settled for $2,500 in cash
whereby $9,006 of interest and principal was forgiven. Therefore, a total gain
of $446,065 on the forgiveness of debt was recorded during fiscal year ended
April 30, 2002.

     The second extraordinary gain recorded by the company was for the
disposal (spin-off) of Digitran, Inc., the company's operating subsidiary. The
Company exchanged 100% of its shares of Digitran, Inc., a Utah corporation,
along with the Petroleum Drilling Simulation business, installation base,
customers, assets and liabilities for a 9% investment in the acquirer,
Digitran Simulation Systems, Inc., an Arizona corporation. Even though
Digitran Inc.'s Petroleum division is recognized as the worldwide leader in
customer base and installation base, at the time of the exchange, the company
carried its assets at zero ($-0-) book value, yet it was encumbered with $3.3
million in debt. Consequently, upon disposition of the subsidiary, the company
booked a gain on disposition of subsidiary of $3,370,905. This was also a non-
cash transaction. No element of this transaction occurred during fiscal year
2001.
                                10
<PAGE>
PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

     See "Note 2   Commitments and Contingencies".

ITEM 2 Changes in Securities

     During this quarter, no shares were issued.

ITEM 3 Defaults on Senior Securities

  Holders of Series 1 Class A 8% Cumulative Convertible Preferred Stock are
entitled to receive cumulative dividends at the annual rate of $.56 per share,
payable semi-annually on September 15 and March 15, beginning September 15,
1993 resulting in aggregate dividends in arrears of $ 266,400.

ITEM 4 Submission of Matters to a Vote of Security Holders

     None for the quarter ended July 31, 2002.

ITEM 5 Other Information

     None

ITEM 6  Exhibits and Reports on form 8-K

Ex 99.1   Certification pursuant to 18 U.S.C. Section 1350 as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for
          Quentin Casperson

Ex 99.2     Certification pursuant to 18 U.S.C. Section 1350 as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for
            Scott Lybbert

  The Company filed a report on Form 8-K on July 22, 2002 announcing the sale
of Digitran, Inc., its operating subsidiary, in a stock exchange.**

** Incorporated herein by reference.
                                11
<PAGE>
                            SIGNATURES

     In accordance with the requirements of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                         Digitran Systems, Incorporated
                                             Registrant



Dated July 31, 2002                      By:/s/Quentin Casperson

                                         By: Quentin Casperson
                                         (President)

                                         By:/s/ Scott Lybbert

                                         By: Scott Lybbert
                                         (Secretary)
                                12
<PAGE>