DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY


                               UNITED STATES
                     SECURITIES 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 January 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 January 31, 2002
    Common stock, $.01 par value                      24,347,699
    Class B Common stock, $.01 par value               2,000,000

    Transitional Small Business Disclosure Format (Check one)

    Yes         No   X
<PAGE>
              DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY



                             TABLE OF CONTENTS

                                                                  PAGE
    PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

              Unaudited Condensed Consolidated Balance Sheet
                  as of January 31, 2002                              3

              Unaudited Condensed Consolidated Statements of
                  Operations, for the nine month periods ended
                  January 31, 2002 and 2001                           4

              Unaudited Condensed Consolidated Statements of Cash
                  flows, for the nine month periods ended January 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                      9


    PART II. OTHER INFORMATION                                       18

    SIGNATURES                                                       20

<PAGE>
    PART I  FINANCIAL INFORMATION


    ITEM 1         FINANCIAL STATEMENTS

<TABLE>
              DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY
                   CONDENSED CONSOLIDATED BALANCE SHEET
                                (Unaudited)
<CAPTION>
                             January 31, 2002

                                  ASSETS
    <S>                                                        <C>


    CURRENT ASSETS

         Cash and cash equivalents                              $       341
    Total Current Assets                                                341

         Total assets                                           $       341

                   LIABILITIES AND STOCK HOLDERS EQUITY

    CURRENT LIABILITIES
         Accounts Payable and Accrued Expenses                   $2,682,435
         Short Term Notes Payable                                   551,899

                     Total Current Liabilities                    3,234,334


    Shareholder's Deficit
         Preferred Stock                                         $      516
         Common Stock                                               243,477
         Class B Common Stock                                        20,000
         Additional Paid-in Capital                              10,416,438
         Retained Earnings (Deficit)                            (13,914,424)
         Total Shareholder's Deficit                             (3,233,993)

    Total Liabilities & Shareholder's Deficit                    $      341
</TABLE>

    The accompanying notes are an integral part of these financial statements.
                                  3
<PAGE>
<TABLE>
           DIGITRAN SYSTEMS, INCORPORATED and Subsidiary
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
<CAPTION>
                                    Three Months Ended     Nine Months Ended
                                      January 31,              January 31,
                                    2002          2001      2002        2001
    <S>                         <C>             <C>        <C>        <C>
    REVENUES                     $        -      $      -   $     -   $      -

    COST OF GOODS SOLD                    -             -         -          -

    GROSS PROFIT                 $        -      $      -   $     -   $      -


    EXPENSES

     Depreciation and
     Amortization                $        -      $      -   $     -   $      -
     Selling, general and
     administrative expenses              -             -         -          -

    OPERATING INCOME (LOSS)      $        -      $      -   $     -   $      -

    OTHER INCOME  (EXPENSE)
     Interest                    $        -      $      -   $     -   $      -
     Gain sale of divisions               -             -         -          -

    INCOME (LOSS) FROM
    DISCONTINUED OPERATIONS
    (Note 3)                     $    510,000    $(62,000) $302,064 $(340,471)

    NET INCOME (LOSS)            $    510,000    $(62,000) $302,064 $(340,471)

    BASIC LOSS
    PER SHARE
     Continuing Operations                -             -         -          -
    Discontinued Operations      $       0.02   $   (0.00)$    0.01 $   (0.02)

    Total Loss per share         $       0.02   $    (0.00)$    0.01 $  (0.02)

    Weighted Average number
    of shares                      24,247,699 22,750,000 23,774,937 22,750,000
</TABLE>
    The accompanying notes are an integral part of these consolidated
financial statements.
                                  4
<PAGE>
<TABLE>
               DIGITRAN SYSTEMS, INCORPORATED and Subsidiary
               CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Unaudited)
<CAPTION>
                                                  Nine Months Ended
                                                     January 31,
                                                  2002        2001
    <S>                                         <C>           <C>
    Cash Flows From Operating Activities

    Net(Loss) or Income                          $ 302,064     $(340,471)

    Adjustments to reconcile net loss to net
    cash provided by (used in) operating
    activities:

    Gain on sale of Divisions                     (377,564)             -
    Issuance of common stock for services           10,000
    (Increase) Decrease in:
     Accounts receivable                               -           70,770
     Inventory                                         -                -
    Increase (Decrease) in:
     Accounts Payable and other current
     liabilities                                    65,500        105,902

    Net Cash (Used in) provided by
    Operating Activities                                (0)      (163,799)

    Cash Flows Used in Investing Activities

    Purchase of Property, plant & equipment            -                -

    Net Cash used in Investing
    Activities                                         -                -

    Cash Flows from Financing Activities

     Proceeds from short term borrowing                -          119,850
     Payments on short term borrowing                  -          (12,500)
     Payments on long term borrowing                   -                -
     Proceeds from stock-conversion of debt            -                -
     Proceeds from sale of buildings                   -                -
     Issuance of Common Stock                          -           21,450

    Net Cash Provided by Financing
    Activities                                         -          128,800

    Net Increase (Decrease) in Cash                    -          (34,999)

    Cash at Beginning of Period                        341         35,999

    Cash at End of Period                        $     341      $   1,000
</TABLE>
     The accompanying Notes are an integral part of these consolidated
financial statements.
                                  5
<PAGE>
                DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY

NOTE 1   CONDENSED FINANCIAL STATEMENTS

     The accompanying financial statements have been prepared by the Company
without audit.  They include information of Digitran Systems, Incorporated and
its subsidiary, Digitran, Inc. In the opinion of management, all material
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position at January 31, 2002 and the results of
operations and cash flows for the nine month periods ended January 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 have been condensed or omitted.  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, 2001 audited
financial statements.  The results of operation for the periods ended January
31, 2002 and 2001 are not necessarily indicative of the operating results for
the respective full years.
     The simulator products marketed by the Company sell at a very high price
in comparison to the total annual sales of the Company. This relationship
leads to individual sales having a disproportionately large effect on total
sales.  Therefore, sales within a quarter can lead to highly volatile results
of operations for individual quarters. The results for individual quarters may
not be indicative of annual results. All quarterly information should be
considered in light of the last fiscal year and the current year to date
operations of the Company. Furthermore, due to the fixed nature of certain
cost of revenues, the gross margins on relatively low revenue volumes will be
lower than otherwise expected.  All operating results have been shown as
discontinued.

NOTE 2   COMMITMENTS AND CONTINGENCIES
     In the normal course of business, there may be various and sundry legal
actions and proceedings pending which seek damages against the Company. The
Company is behind in all its obligations and has discontinued operations. It
is possible that additional legal action could be brought against the Company.
     For the nine months ended January 31, 2002, the Company accrued interest
expense of $97,500 and approximately $130,000 in Selling, General and
Administrative expenses primarily for legal expenses incurred in settling a
case in which the Company was the plaintiff. The case was dropped when Ms.
Trevers passed away. The case was withdrawn before trial, with no reportable
incident. In a non-cash transaction, certain accrued liabilities (including
those listed above), interest expense, notes payable and SG&A were reversed by
$510,000 resulting in a net gain from the sale of the divisions of $377,564.
Note that this gain had been deferred since November 1999 and was recognized
in this quarter because the company and the buyer signed mutual waivers. See
also Plan of Operations under Item 2: Management's Discussion and Analysis.
                                6
<PAGE>
  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
incurred recurring operating losses, has a deficit in working capital, has an
accumulated earnings deficit, and has discontinued certain operations. See
further discussion below in Management's discussion and analysis and in Item
6: Exhibits and reports on Form 8-K.
     On April 27, 2001 the former Chairman, President, CEO and co-founder of
the Company, Ms. Loretta Trevers passed away due to illness. We express our
sincere appreciation to her for her seemingly endless attempts to keep the
Company alive. Before she passed, she was actively involved with the Board and
management in the evaluation of various alternatives for the Company,
including the proposed transaction described below, herein.

NOTE 3   RESULTS FROM DISCONTINUED OPERATIONS

The following is a summary of the loss from discontinued operations
resulting from the elimination of the operations.  Where necessary, the
financial statements have been retroactively restated to reflect this event.
No tax benefit has been attributed to the discontinued operations.

<TABLE>
           DIGITRAN SYSTEMS, INCORPORATED and Subsidiary
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
<CAPTION>
                                    Three Months Ended      Nine Months Ended
                                      January 31,              January 31,
                                    2002          2001      2002        2001
<S>                         <C>             <C>        <C>        <C>
REVENUES                     $        -    $        -  $      -   $   9,000

COST OF GOODS SOLD                    -             -         -      58,866

GROSS PROFIT                 $        -    $        -  $      -   $ (49,866)

EXPENSES

   Depreciation and
   Amortization              $        -    $        -  $      -   $       -
   Selling, general and
   administrative expenses     (131,936)       30,000     10,000    192,700

OPERATING INCOME (LOSS)      $  131,936    $  (30,000) $ (10,000) $(242,566)

OTHER INCOME  (EXPENSE)
 Interest                    $      500    $  (32,000) $ (65,000) $ (97,905)
 Gain on sale of Divisions      377,564             -    377,564          -

INCOME (LOSS) BEFORE
INCOME TAXES                 $  510,000    $  (62,000) $ 302,064  $(340,471)

INCOME TAXES, Net of Tax              -             -          -          -
              NOL

NET INCOME (LOSS)            $  510,000    $  (62,000) $ 302,064  $(340,471)

LESS CURRENT UNPAID DIVIDENDS
ON PREFERRED STOCK                                       (14,420)   (15,046)

NET LOSS                     $  510,000    $  (62,000) $ 287,144 $(353,517)
</TABLE>
                                  7
<PAGE>
                     DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY

NOTE 4   CONCENTRATIONS OF CREDIT RISK

     Most of the Company's remaining business activity is with oil companies,
training institutions and various other related entities, often outside the
United States. Normally, the Company attempts to secure shipments outside the
United States through letters of credit and/or progress payments.  In cases
for which shipments are made on open accounts, the Company retains title or
ownership claims to the equipment shipped by terms of its contracts or
agreements until significant payment has been secured.


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 January 31, 2002, there were 51,500 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 October 2001 of approximately $253,380 or $4.92 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.
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.
                                8
<PAGE>
                  DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY

  PART 1 FINANCIAL INFORMATION (Continued)

  ITEM 2 Management's Discussion and Analysis of Financial Condition or Plan
of Operations.

Management's Discussion

     See Item 6: Exhibits and reports on Form 8-K for current developments
regarding Management's Discussion and Plan of Operations.

     For several years now, the company has 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.

Plan of Operations

     The company still has nominal operations and operating capacity: The
company is represented by sales agents throughout the world; capable engineers
construct and support the company's products on a contract basis; and other
aspects of the business are sustained with the voluntary efforts of its
shareholders. However, because the operations are currently as described
above, the results of operations are summarized, netted and classified as the
results of discontinued operations. The prior year's results may have been
reclassified as necessary, for the sake of comparability.

     In November 1999, the company entered into an agreement with another
company (a non-competitor who has served the same customer base as Digitran
for many years) regarding the company's Crane and Truck simulation divisions.
As of January 31, 2002, the non-competitor and the company had signed mutual
releases which resulted in the recognition of gain from the sale of the Crane
and Truck divisions, the release of certain obligations (secured and
unsecured) and the consummation of the transfer of the then existing
technology of the company. Please note that the recognition of the gain was a
non-cash transaction that had been deferred since November 1999.  The
Company continues to support the petroleum Division and other existing
Projects.
                                9
<PAGE>
Management's Future Plans

     At this point, the company's management continues 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.

Proposed Transactions and Mergers

In accordance with the information contained in Item 6, below, the Company
plans to participate in a series of mergers whereby the Company will be
controlled by another entity. Consequently, two sets of Pro Forma Financial
Statements follow: First, the pro forma information with respect to the Merger
between Digitran, Inc. (a Utah Corporation) and Digitran Simulation Systems,
Inc. (an Arizona Corporation), as if they were combined for the full year
ended January 31, 2002. Secondly, the pro forma information of the Company,
assuming the merger between Digitran, Inc. and Digitran Simulation systems,
Inc. were effective as of January 31, 2002:


<TABLE>
                  PRO FORMA FINANCIAL STATEMENTS
       DIGITRAN, INC. AND DIGITRAN SIMULATION SYSTEMS, INC.
               CONDENSED CONSOLIDATED BALANCE SHEET
                           (Unaudited)
<CAPTION>
                         January 31, 2002

                              ASSETS
<S>                                                        <C>
CURRENT ASSETS

     Cash and cash equivalents                             $     1,341
Total Current Assets                                             1,341

     Total assets                                          $     1,341

               LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)

CURRENT LIABILITIES
     Accounts Payable and Accrued Expenses                  $2,682,435
     Short Term Notes Payable                                  551,899
     Due to Parent                                           1,819,421
                 Total Current Liabilities                   5,053,755


Shareholder's Deficit
     Common Stock                                                1,000
     Additional Paid-in Capital                                      -
     Retained Earnings (Deficit)                            (5,056,096)
     Total Shareholder's Deficit                            (5,055,096)
Total Liabilities & Shareholder's Deficit                  $     1,341
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                10
<PAGE>
                  PRO FORMA FINANCIAL STATEMENTS
       DIGITRAN, INC. AND DIGITRAN SIMULATION SYSTEMS, INC.
              Consolidated Statements of Operations

                                                      For the Year Ended
                                                          January 31,
                                                             2002

REVENUES                                             $    140,000

OPERATING COSTS                                           (61,000)

GROSS MARGINS                                              79,000

     Selling, general and administrative                  (51,936)

OPERATING Income                                           27,064
     Other Income (expense)
          Gain on sale of Divisions                       377,564
          Interest                                        (65,500)

NET INCOME                                             $  339,128

BASIC GAIN (LOSS) PER SHARE

     Pro Forma Continuing operations                   $     0.01


WEIGHTED AVERAGE SHARES OF COMMON STOCK                  23,000,000

The accompanying notes are an integral part of these financial statements
                                11
<PAGE>
                  PRO FORMA FINANCIAL STATEMENTS
       DIGITRAN, INC. AND DIGITRAN SIMULATION SYSTEMS, INC.
               Consolidated Statements of Cash Flows

                                          For the Year Ended
                                           January 31,2002
CASH FLOWS FROM OPERATING ACTIVITIES

 Net Income                                    $     339,128
 Adjustments to reconcile net loss to net cash
  used in operating activities:
  Gain on Sale of Divisions                         (377,564)
 Changes in operating assets and liabilities:
  Decrease in accounts receivable                      4,000

  Increase in accounts payable and other
   current liabilities                               185,063

   Net Cash Provided by (Used In) Operating
   Activities                                        150,627

CASH FLOWS FROM INVESTING ACTIVITIES

 Decrease in Due to Parent                          (149,968)
 Purchase of property and equipment                       -

   Net Cash Provided In Investing Activities        (149,968)

CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from notes payable

   Net Cash Used by Financing Activities          $      659

NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                      $      659

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF YEAR                                     2,000

CASH AND CASH EQUIVALENTS AT
 END OF YEAR                                      $    1,341
The accompanying notes are an integral part of these Pro Forma financial
statements.
                                12
<PAGE>
NOTE 1   PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying Pro Forma financial statements have been prepared by the
Company without audit, and represent the Forma Financial position and results
of operations of the combined entities had the proposed merger of the
Company?s subsidiary Digitran, Inc., a Utah corporation into Digitran
Simulation Systems, Inc., an Arizona Corporation, occurred as of January 31,
2002. See Item 6, below for additional information regarding the proposed
merger. In the opinion of management, all material adjustments (which include
only normal recurring adjustments) necessary to present fairly the Pro Forma
financial position at January 31, 2002 and the results of operations and cash
flows for the year ended January 31, 2002 have been made. This transaction is
expected to be complete by March 31, 2002.

     Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  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, 2001 audited
financial statements, the company?s latest filed 8-K, and definitive proxy
statement filed on February 20, 2002.  The Pro Forma results of operation for
the year ended January 31, 2002 are not necessarily indicative of the
operating results for the respective fiscal year.
                                13
<PAGE>
<TABLE>
                  PRO FORMA FINANCIAL STATEMENTS
                  DIGITRAN SYSTEMS, INCORPORATED
                     CONDENSED BALANCE SHEET
                           (Unaudited)
<CAPTION>
                         January 31, 2002

                              ASSETS
<S>                                                        <C>
CURRENT ASSETS

     Cash and cash equivalents                             $         0
Total Current Assets                                                 0
     Investment in DSSI  (see Pro Forma Note 2)

     Total assets                                          $         0

               LIABILITIES AND STOCK HOLDERS EQUITY

CURRENT LIABILITIES
     Accounts Payable and Accrued Expenses                  $        0
     Short Term Notes Payable                                        0
                 Total Current Liabilities                           0


Shareholder's Deficit
     Preferred Stock                                        $      516
     Common Stock                                              243,477
     Class B Common Stock                                       20,000
     Additional Paid-in Capital                             10,416,438
     Retained Earnings (Deficit)                           (10,681,431)
     Total Shareholder's Deficit                                     0
Total Liabilities & Shareholder's Deficit                  $         0
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                14
<PAGE>

                  PRO FORMA FINANCIAL STATEMENTS
                  DIGITRAN SYSTEMS, INCORPORATED
              Consolidated Statements of Operations

                                               For the Year Ended
                                                January 31, 2002

REVENUES                                                   $          0

OPERATING COSTS                                                       0

GROSS MARGINS                                                         0

 Selling, general and administrative                                  0

OPERATING LOSS                                                        0
 Other Income (expense)
  Interest                                                            0
  Gain on disposal of assets                                          0

NET INCOME (LOSS) from Discontinued Operations                  302,064

NET INCOME (LOSS) before Extraordinary Item
  Valuation Credit on Merger (See Pro Forma Note 2)        $  3,388,416
  Utilization of Net Operating Loss Carry-forward            (3,388,416)
   Extraordinary Item net of tax                                      0

NET INCOME (LOSS) before taxes                             $   (302,064)

BASIC GAIN (LOSS) PER SHARE

 Pro Forma Continuing operations                           $        0.01
 Pro Forma Extraordinary Item                                      (0.00)

WEIGHTED AVERAGE SHARES OF COMMON STOCK                       23,410,857
The accompanying notes are an integral part of these financial statements
                                15
<PAGE>
                  PRO FORMA FINANCIAL STATEMENTS
                  DIGITRAN SYSTEMS, INCORPORATED
              Consolidated Statements of Cash Flows

                                          For the Year Ended
                                          January 31,2002
CASH FLOWS FROM OPERATING ACTIVITIES

 Net Income (loss)                        $     302,064
 Adjustments to reconcile net loss to net
 cash used in operating activities:
  Gain on sale of Divisions                    (377,564)
  Issuance of Common Stock for Services          10,000
 Changes in operating assets and liabilities:
  Increase in accounts payable and other
   current liabilities                           65,500

   Net Cash Used In Operating Activities              -

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property and equipment                   -

   Net Cash Provided In Investing Activities          -

CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from notes payable                          -
 Payments on notes payable                            -
 Issuance of common stock                             -

   Net Cash Used by Financing Activities  $           -


NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                              $           -
CASH AND CASH EQUIVALENTS AT
 BEGINNING OF YEAR                                    -

CASH AND CASH EQUIVALENTS AT
 END OF YEAR                              $           -

The accompanying notes are an integral part of these financial statements
                                16
<PAGE>
NOTE 1   PRO FORMA CONDENSED FINANCIAL STATEMENTS

     The accompanying Pro Forma financial statements have been prepared by
the Company without audit, and represent the Pro Forma financial position and
results of operations of Digitran Systems, Incorporated assuming its
subsidiary, Digitran, Inc.?s (a Utah corporation) merger with Digitran
Simulation Systems, Inc. (an Arizona corporation) were effective as of January
31, 2002. See Item 6, below for the status of the Merger. In the opinion of
management, all material adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position at January 31,
2002 and the results of operations and cash flows for the nine month period
ended January 31, 2002 have been made.
     Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these
condensed Pro Forma financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's April 30,
2001 audited financial statements.  The Pro Forma results of operation for the
period ended January 31, 2002 are not necessarily indicative of the operating
results for the respective full year.


NOTE 2   PRO FORMA INVESTMENT IN DSSI

The Company carried its investment in Digitran, Inc. at a net credit of
$3,388,416 as of April 30, 2001. In this Pro Forma Balance Sheet, the
investment is shown net of the Utilization of Income Tax Net Operating Loss
carry forward of $3,388,416. The Carrying value is an estimate, and ignores
any applicable local, state, excise, alternative minimum or other taxes that
might be applicable.
                                17
<PAGE>
DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY


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 $253,380.

ITEM 4 Submission of Matters to a Vote of Security Holders

     See Item 6: Exhibits and reports on Form 8-K. (See also filed definitive
proxy statement filed February 20, 2002.)

ITEM 5 Other

     None

ITEM 6 Exhibits and reports on Form 8-K, filed since the April 30, 2001 10-K.

     The following was reported on Form 8-K:

Item 5. Other Events.

The Registrant deems the following information to be of importance to security
holders:

The Board of Directors of Digitran Systems, Incorporated has resolved to call
a Special Meeting of Shareholders where it will seek to have the majority of
voting shares of the Company consider the following items:

  A. To approve an Agreement and Plan of Merger by and between the Company
     and TradinGear.com, Incorporated, a Delaware corporation
     ("TradinGear"), whereby TradinGear will merge with DSI Acquisition,
     Inc., a wholly owned subsidiary of the Company,
  B. To approve the issuance of approximately 19,154,309 shares of the
     Company's Class A common stock (ultimately to be distributed to the
     shareholders of TradinGear) to DSI Acquisition, Inc. after giving
     effect to a reverse stock split on a twenty-one to one share basis,
  C. To approve changing the name of the Company to "TG FIN Holdings, Inc."
     and the address of the Company in accordance with the desires of the
     acquisition target,
  D. To approve the merger of Digitran, Inc., a Utah corporation, the
     Company's wholly-owned subsidiary, with Digitran Simulation Systems,
                                18
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     Inc., an Arizona company owned by the heirs of Loretta P. Trevers, the
     deceased president of Digitran Systems, Incorporated,
  E. To approve a reverse stock split of the Company's Class A common stock
     on a twenty-one (21) to one (1) basis,
  F. To approve a reverse stock split of the Company's Class B common stock
     on a twenty (20) to one (1) basis,
  G. To elect as directors three representatives of TradinGear.

The Board of Directors has given its approval to the Agreement and Plan of
Merger with TradinGear subject to approval by a majority of voting
shareholders in accordance with the bylaws of the Company and the laws of
Delaware.   It is anticipated that the transaction and all related
transactions will close on or before March 31, 2002.

TradinGear is a company specializing in software solutions to facilitate
online trading of securities.  TradinGear is currently focused on the
financial services and brokerage industry but plans to expand into other areas
of the financial industry with its cutting edge technological products.

Management believes that the above listed proposed actions will be approved by
a majority of shareholders.  Consummation of the Agreement and Plan of Merger
will cause the following events to occur which are normally reported on Form
8-K:

     Change in Control of Registrant
     Acquisition of Assets
     Disposition of Assets
     Change in Registrant's Certifying Accountants
     Resignation of Registrant's Current Directors

The information contained in this Form 8-K is being given voluntarily under
Item 5 in advance of actual reporting requirements.
                                19
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DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY


                            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 March 13, 2002          By:/s/Aaron Etra

                              By: Aaron Etra
                                 (Chairman)

                              By:/s/Gary Blum

                              By: Gary Blum
                                  (Director)

                              By:/s/Scott Lybbert

                              By: Scott Lybbert
                                  (Secretary)

                                20
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