<PAGE>
          DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARIES


                           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 JANUARY 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.)

     2176 North Main, P.O. Box 6310, North Logan, UT 84341-6310

          (Address of principal executive offices and zip code)

                         (435) 752-9067

          (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, 2001
Common stock, $.01 par value                      23,202,174
Class B Common stock, $.01 par value               2,600,000
Transitional Small Business Disclosure Format (Check one)

Yes         No   X
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          DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARIES



                         TABLE OF CONTENTS

                                                              PAGE
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

          Unaudited Condensed Consolidated Balance Sheet
              as of January 31, 2001                             4

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

          Unaudited Condensed Consolidated Statements of Cash
              flows, for the nine month periods ended January 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                                       11

SIGNATURES                                                       12
<PAGE>
          DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARIES


PART I  FINANCIAL INFORMATION


     ITEM 1         FINANCIAL STATEMENTS
<TABLE>
          DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEET
                            (Unaudited)
<CAPTION>
                         January 31, 2001

                              ASSETS
<S>                                                         <C>


CURRENT ASSETS

     Cash and cash equivalents                              $     1,000
     Accounts receivable                                          4,000
      Total Current Assets                                        5,000

               Total assets                                 $     5,000

               LIABILITIES AND STOCK HOLDERS EQUITY

CURRENT LIABILITIES
     Accounts Payable and Accrued Expenses                   $2,497,372
     Short Term Notes Payable                                   805,501

                 Total Current Liabilities                    3,302,873


Shareholder's Deficit
     Preferred Stock                                         $      537
     Common Stock                                               232,022
     Class B Common Stock                                        26,000
     Additional Paid-in Capital                              10,394,983
     Retained Earnings (Deficit)                            (13,951,415)
     Total Shareholder's Deficit                             (3,297,873)
Total Liabilities & Shareholder's Deficit                    $    5,000
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
       DIGITRAN SYSTEMS, INCORPORATED and Subsidiaries
       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       (Unaudited)
<CAPTION>
                                Three Months Ended      Nine Months Ended
                                  January 31,              January 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)                     $   ( 62,000)   $   (4,716)$(340,471)$(165,952)

NET INCOME (LOSS)            $   ( 62,000)   $   (4,716)$(340,471)$(165,952)

UNPAID DIVIDENDS ON
 PREFERRED SHARES                                (7,920)            (15,840)
NET LOSS APPLICABLE TO
 COMMON SHARES               $    (62,000)    $  (3,204) $340,471 $(181,792)

BASIC LOSS
PER SHARE
 Continuing Operations                -             -         -           -

Discontinued Operations      $     ( 0.00)   $    (0.00)$   (0.02)$   (0.01)

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

Weighted Average number
of shares                      22,750,000   19,138,140 22,750,000 19,138,140
</TABLE>
<PAGE>
<TABLE>
           DIGITRAN SYSTEMS, INCORPORATED and Subsidiaries
           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                         (Unaudited)
<CAPTION>
                                              Nine Months Ended
                                                 January 31,
                                              2001        2000
<S>                                         <C>           <C>
Cash Flows From Operating Activities

Net Loss                                     $(340,471)     $(181,792)

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

Depreciation and Amortization                      -           68,713
Issuance of common stock for services                          90,794
(Increase) Decrease in:
 Accounts receivable                            70,770         36,922
 Inventory                                         -           42,351
Increase (Decrease) in:
 Accounts Payable and other current
 liabilities                                   105,902        366,005

Net Cash (Used in) provided by
Operating Activities                          (163,799)       309,017

Cash Flows Used in Investing Activities

Purchase of Property, plant & equipment            -           (8,150)

Net Cash used in Investing
Activities                                         -           (8,150)

Cash Flows from Financing Activities

 Proceeds from short term borrowing            119,850        248,000
 Payments on short term borrowing              (12,500)      (485,344)
 Payments on long term borrowing                   -         (104,110)
 Proceeds from stock-conversion of debt                       294,361
 Proceeds from sale of buildings                              367,344
 Issuance of Common Stock                       21,450

Net Cash Provided by Financing
Activities                                     128,800        320,251

Net Increase (Decrease) in Cash                (34,999)          (434)

Cash at Beginning of Period                     35,999          3,518

Cash at End of Period                        $   1,000      $   3,084
</TABLE>
 The accompanying Notes are an integral part of these financial statements
<PAGE>
          DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARIES

 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 January 31, 2001 and the results of
operations and cash flows for the nine month periods ended January 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,
2000 audited financial statements.  The results of operation for the periods
ended January 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 coast of revenues, the gross margins on relatively
low revenue volumes will be lower than otherwise expected.

NOTE 2   COMMITMENTS AND CONTIGENCIES

  In the normal course of business, there may be various other legal actions
and proceedings pending which seek damages 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 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.

<PAGE>
NOTE 3   RESULTS FROM DISCONTINUED OPERATIONS

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

              DIGITRAN SYSTEMS, INCORPORATED and Subsidiaries
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)

<TABLE>
                                Three Months Ended      Nine Months Ended
                                  January 31,              January 31,
                                2001          2000      2001        2000
<S>                         <C>             <C>        <C>        <C>
REVENUES                     $     -        $  239,872  $   9,000 $ 909,954

COST OF GOODS SOLD                 -            86,825     58,866   252,317

GROSS PROFIT                 $     -        $  153,047  $ (49,866)$ 657,637

EXPENSES

 Depreciation and
 Amortization                $       -      $    6,112  $     -   $  68,713
 Selling, general and
 administrative expenses          30,000       214,331    192,700 1,056,670

OPERATING INCOME (LOSS)      $   (30,000)   $  (67,369) $(242,566)$(467,746)

OTHER INCOME  (EXPENSE)
 Interest                    $   (32,000)   $  (55,292) $ (97,905)$ 222,977
 Gain on litigation
 settlement and other                -         127,404        -     524,771

INCOME (LOSS) BEFORE INCOME
TAXES                        $   (62,000)   $    4,716  $(340,471)$(165,952)

INCOME TAXES                         -             -          -           -

NET INCOME (LOSS)            $   (62,000)   $    4,716  $(340,471)$(165,952)

LESS CURRENT UNPAID DIVIDENDS
on PREFERRED STOCK                              (7,920)   (15,046)  (15,840)

NET LOSS                     $   (62,000)   $   (3,204) $(355,517)$(181,792)
</TABLE>
<PAGE>
                 DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARIES


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 April 30, 2000, there were 53,650 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 2000 of approximately $225,330 or $4.20 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.
<PAGE>


                  DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARIES


  PART 1 FINANCIAL INFORMATION

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

Management's Discussion

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
January 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 benefit 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.

<PAGE>
DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARIES


PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

     See "Note 2   Commitments and Contingencies".

ITEM 2 Changes in Securities

     None

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 $225,330.

ITEM 4 Submission of Matters to a Vote of Security Holders

    None

ITEM 5 Other

    None

ITEM 6 Exhibits and reports on Form 8-K

    None

<PAGE>

DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARIES


                            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 January 31, 2001                   By:/s/Loretta Trevers

                                         By: Loretta Trevers
                                         (President, Chairman & Chief
                                          Executive Officer)