DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY


                               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 SECURITES
    EXCHANGE ACT OF 1934

                  For the quarter ended October 31, 2001

                                    OR

    [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES
    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 October 31, 2001
    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 October 31, 2001                             4

              Unaudited Condensed Consolidated Statements of
                  Operations, for the six month periods ended
                  October 31, 2001 and 2000                          5

              Unaudited Condensed Consolidated Statements of Cash
                  flows, for the six month periods ended October 31,
                  2001 and 2000                                      6

              Notes to Unaudited Condensed Consolidated Interim
                  Financial Statements                               7

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition or Plan of Operation                     10


    PART II. OTHER INFORMATION                                       19

    SIGNATURES                                                       21

<PAGE>
    PART I  FINANCIAL INFORMATION


    ITEM 1         FINANCIAL STATEMENTS

<TABLE>
              DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY
                   CONDENSED CONSOLIDATED BALANCE SHEET
                                (Unaudited)
<CAPTION>
                             October 31, 2001

                                  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                   $3,065,435
         Short Term Notes Payable                                   688,399

                     Total Current Liabilities                    3,753,834


    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)                            (14,433,924)
         Total Shareholder's Deficit                             (3,753,493)

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

    The accompanying notes are an integral part of these financial statements.
                                  4
<PAGE>
<TABLE>
           DIGITRAN SYSTEMS, INCORPORATED and Subsidiary
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
<CAPTION>
                                    Three Months Ended      Six Months Ended
                                      October 31,              October 31,
                                    2001          2000      2001        2000
    <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 on litigation
     settlement and other                 -             -         -          -

    INCOME (LOSS) FROM
    DISCONTINUED OPERATIONS
    (Note 3)                     $   (174,589)  $(134,189)$(206,936)$(278,471)

    NET INCOME (LOSS)            $   (174,589)  $(134,189)$(206,936)$(278,471)

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

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

    Weighted Average number
    of shares                      23,467,699 22,750,000 23,410,857 22,750,000
</TABLE>
    The accompanying notes are an integral part of these consolidated
financial statements.
                                  5
<PAGE>
<TABLE>
               DIGITRAN SYSTEMS, INCORPORATED and Subsidiaries
               CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Unaudited)
<CAPTION>
                                                  Six Months Ended
                                                     October 31,
                                                  2001        2000
    <S>                                         <C>           <C>
    Cash Flows From Operating Activities

    Net Loss                                     $(206,936)     $(278,471)

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

    Depreciation and Amortization                      -                -
    Issuance of common stock for services
    (Increase) Decrease in:
     Accounts receivable                            10,000
     Inventory                                         -                -
    Increase (Decrease) in:
     Accounts Payable and other current
     liabilities                                   196,936         43,902

    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.
                                  6
<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 October 31, 2001 and the results of
operations and cash flows for the six month periods ended October 31, 2001
and 2000 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 October 31, 2001 and 2000 are not necessarily indicative of the
operating results for the respective full years.

    The simulator products which are 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 CONTIGENCIES

    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 six months ended October 31, 2001, the Company accrued interest
expense of $65,000 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.

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.
                                  7
<PAGE>
                DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY


    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.


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 Subsidiaries
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
<CAPTION>
                                    Three Months Ended      Six Months Ended
                                      October 31,              October 31,
                                    2001          2000      2001        2000
<S>                         <C>             <C>        <C>        <C>
REVENUES                     $        -    $    5,000  $      -   $   9,000

COST OF GOODS SOLD                    -         3,000         -      58,866

GROSS PROFIT                 $        -    $    2,000  $      -   $ (49,866)

EXPENSES

   Depreciation and
   Amortization              $        -    $        -  $      -   $       -
   Selling, general and
   administrative expenses      141,936       104,189    141,936    162,700

OPERATING INCOME (LOSS)      $ (141,936)   $ (102,189) $(141,936) $(212,566)

OTHER INCOME  (EXPENSE)
 Interest                    $  (32,653)   $  (32,000) $ (65,000) $ (65,905)
 Gain on litigation
 settlement and other                 -             -         -           -

INCOME (LOSS) BEFORE
INCOME TAXES                 $ (174,589)   $ (134,189) $(206,936) $(278,471)

INCOME TAXES                          -             -          -          -

NET INCOME (LOSS)            $ (174,589)   $ (134,189) $(206,936) $(278,471)

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

NET LOSS                     $ (189,009)   $ (149,235) $(221,356) $(293,517)
</TABLE>
                                  8
<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 October 31, 2001, 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.
                                  9
<PAGE>

    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 the other aspects of the business are supported by 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 have been reclassified also
for 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 October 31, 2001 not all of the provisions of the agreement have been
completed.  The agreement, in principle calls for the other company to: (1)
provide support to the crane and truck division's product lines and
customers, (2) to satisfy certain debts of secured creditors and (3) to
assist the company in payment of its past due taxes.  In return, the other
company would be entitled to the benefits from their efforts expended in
those divisions, including revenues from maintenance contracts and future
simulator sales.  The Company continues to support the petroleum Division and
other existing Projects.


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.
                                 10
<PAGE>
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 October 31, 2001. Secondly, the pro forma information of the
Company, assuming the merger between Digitran, Inc. and Digitran Simulation
systems, Inc. were effective as of October 31, 2001:


<TABLE>
                  PRO FORMA FINANCIAL STATEMENTS
      DIGITRAN, INC. AND DIGITRAN SIMULATION SYSTEMS, INC.
              CONDENSED CONSOLIDATED BALANCE SHEET
                          (Unaudited)
<CAPTION>
                            October 31, 2001

                                  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                  $3,065,435
     Short Term Notes Payable                                  688,399
     Due to Parent                                           1,819,421
                 Total Current Liabilities                   5,208,178


Shareholder's Deficit
     Common Stock                                                1,000
     Additional Paid-in Capital                                      -
     Retained Earnings (Deficit)                            (5,207,837)
     Total Shareholder's Deficit                            (5,206,837)
Total Liabilities & Shareholder's Deficit                  $     1,341
</TABLE>

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

                                                        For the Year Ended
                                                            October 31,
                                                              2001
<S>                                                 <C>
    REVENUES                                           $    149,646

    OPERATING COSTS                                         119,923

    GROSS MARGINS                                            29,723

     Selling, general and administrative                    641,595


    OPERATING LOSS                                         (611,872)
     Other Income (expense)
       Interest                                             163,586
       Gain on disposal of assets                           (91,677)

    NET LOSS                                           $   (688,791)

    BASIC GAIN (LOSS) PER SHARE

     Pro Forma Continuing operations                   $      (0.03)

    WEIGHTED AVERAGE SHARES OF COMMON STOCK              23,000,000

</TABLE>
The accompanying notes are an integral part of these pro forma financial
statements.
                                12
<PAGE>
<TABLE>
                 PRO FORMA FINANCIAL STATEMENTS
      DIGITRAN, INC. AND DIGITRAN SIMULATION SYSTEMS, INC.
             Consolidated Statements of Cash Flows

                                          For the Year Ended
                                           October 31,2001
<S>                                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                                     $      (688,872)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
  Gain on disposal of assets                          (91,677)
 Changes in operating assets and liabilities:
  Decrease in accounts receivable                       4,000
  Increase in accounts payable and other
   current liabilities                                630,063

   Net Cash (Used In) Operating Activities           (146,486)

CASH FLOWS FROM INVESTING ACTIVITIES

 Increase in Due to Parent                            262,929
 Purchase of property and equipment                       -

   Net Cash Provided In Investing Activities          262,929

CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from notes payable                         (117,102)

   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
</TABLE>
The accompanying notes are an integral part of these Pro Forma financial
statements.
                                13
<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 October 31,
2001. 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 October 31, 2001 and the results of operations and cash
flows for the year ended October 31, 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 Pro Forma results of operation for the year ended
October 31, 2001 are not necessarily indicative of the operating results for
the respective fiscal year.
                               14
<PAGE>
<TABLE>
                 PRO FORMA FINANCIAL STATEMENTS
                 DIGITRAN SYSTEMS, INCORPORATED
                     CONDENSED BALANCE SHEET
                           (Unaudited)
<CAPTION>
                         October 31, 2001

                              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>
                                15
The accompanying notes are an integral part of these pro forma financial
statements.
<PAGE>
<TABLE>
                 PRO FORMA FINANCIAL STATEMENTS
                 DIGITRAN SYSTEMS, INCORPORATED
              Consolidated Statements of Operations

                                                           For the Year Ended
                                                            October 31,
                                                                2001
<S>                                                       <C>

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 LOSS from Discontinued Operations                          (206,936)

NET 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 LOSS                                                   $   (206,936)

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
</TABLE>
The accompanying notes are an integral part of these pro forma financial
statements.
                                16
<PAGE>
<TABLE>
                 PRO FORMA FINANCIAL STATEMENTS
                 DIGITRAN SYSTEMS, INCORPORATED
               Consolidated Statements of Cash Flows

                                          For the Year Ended
                                          October 31,2001
<S>                                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                                 $          (206,936)
 Adjustments to reconcile net loss to
 net cash used in operating activities:
  Issuance of Common Stock for Services                10,000
 Changes in operating assets and liabilities:
  Increase in accounts payable and other
   current liabilities                                196,936

   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                              $                 -

</TABLE>
The accompanying notes are an integral part of these pro forma financial
statements.
                                17
<PAGE>

           DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY


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 October
31, 2001. 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 October 31,
2001 and the results of operations and cash flows for the six month period
ended October 31, 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 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 October 31, 2001 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. The Merger is designed to qualify for tax-free treatment
under the rules and regulations of the IRS and intended to qualify for Pooling
of Interest accounting for book purposes.
                                18
<PAGE>


PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

     See "Note 2   Commitments and Contingencies".

ITEM 2 Changes in Securities

     During this quarter, 1,000,000 shares were issued as payment for services
and interest of $10,000.

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.

ITEM 5 Other

     None

ITEM 6 Exhibits and reports on Form 8-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 18,934,309 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 "TGFIN 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,
     Inc., an Arizona company owned by the heirs of Loretta P. Trevers, the
     deceased president of Digitran Systems, Incorporated,
                                19
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  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 December 31, 2001.  The transactions in
question are structured so as to qualify as "tax-free exchanges" under the
rules and regulations of the Internal Revenue Code.

TradinGear is a one year old 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.
                                20
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                            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 December 11, 2001            By:/s/Aaron Etra

                              By: Aaron Etra
                                 (Chairman)

                              By:/s/Gary Blum

                              By: Gary Blum
                                  (Director)

                              By:/s/Scott Lybbert

                              By: Scott Lybbert
                                  (Secretary)

                                21
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