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 July 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 July 31, 2001
Common stock, $.01 par value                      23,347,699
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 Jul. 31, 2001                               3

          Unaudited Condensed Consolidated Statements of
              Operations, for the three month periods ended
              Jul. 31, 2001 and 2000                            4

          Unaudited Condensed Consolidated Statements of Cash
              flows, for the three month periods ended Jul. 31,
              2001 and 2000                                     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                                     11

SIGNATURES                                                     12
<PAGE>
ITEM 1         FINANCIAL STATEMENTS

<TABLE>
          DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY
               CONDENSED CONSOLIDATED BALANCE SHEET
                          (Unaudited)
<CAPTION>
                          July 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                   $2,456,857
     Short Term Notes Payable                                   716,017
                 Total Current Liabilities                    3,424,962


Shareholder's Deficit
     Preferred Stock                                         $      516
     Common Stock                                               233,477
     Class B Common Stock                                        20,000
     Additional Paid-in Capital                              10,416,438
     Retained Earnings (Deficit)                            (14,095,052)
     Total Shareholder's Deficit                             (3,424,621)
Total Liabilities & Shareholder's Deficit                    $      341
</TABLE>

The accompanying notes are an integral part of these financial statements.
          DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY
<PAGE>
<TABLE>
          DIGITRAN SYSTEMS, INCORPORATED and SUBSIDIARY
          CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                            (Unaudited)
<CAPTION>

                                                Three months Ended July 31,
                                                  2001           2000
<S>                                               <C>            <C>
REVENUES                                $         0     $        0
OPERATING COSTS                              $         0     $        0

EXPENSES
  Selling,
  general and
  administrative
  expenses                                   $         0     $        0
Depreciation
  and
  Amortization                               $         0     $        0

OPERATING LOSS BEFORE LOSS FROM
  DISCONTINUED OPERATIONS                    $         0     $        0

LOSS FROM DISCONTINUED OPERATIONS (NOTE 3)      $  ( 32,647)    $ (175,377)

NET LOSS                                $  ( 32,647)    $ (175,377)

BASIC LOSS PER SHARE

  Continuing operations                      $         0        $        0
  Discontinued operations                       $      (.00)    $     (.01)

     Total Loss per share                    $      (.00)    $     (.01)

WEIGHTED AVERAGE
COMMON STOCK AND
COMMON STOCK
EQUIVALENTS
OUTSTANDING                                   23,347,699     22,500,947
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
          DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY
          CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (Unaudited)
<CAPTION>
                                                 Three Months Ended July 31,
                                                         2001        2000
<S>                                               <C>             <C>
Cash Flows From Operating Activities
   Net Loss                                        $     (32,647)$  (175,377)
   Adjustments to reconcilement loss to net cash
     Provided by (used in) operating activities:
     Depreciation and Amortization                             0           0
      (Increase) Decrease in:
       Accounts Receivable                                     0      70,770
Increase (Decrease)in:
       Accounts Payable and other Current liabilities          0      88,853

 Net Cash Provided by(Used in) Operating Activities $    (32,647)$   (15,754)

Cash Flows From Investing Activities
   Purchase of property and equipment              $           0 $         0
Net Cash From Investing Activities                 $           0 $         0

Cash Flows From Financing Activities

   Proceeds from short term borrowing                          0           0
   Payments on short term borrowing                            0      (5,600)
   Payments on long term borrowing                             0           0

 Net Cash Provided by Financing Activities                     0      (5,600)

Net Increase (Decrease) in Cash                           (32,647)   (21,354)

Cash Beginning of Period                                      341     35,999

Cash End of Period                                 $          341 $   14,645
</TABLE>
     The accompanying notes are an integral part of these financial statements
<PAGE>
          DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY

 NOTE 1   CONDENSED FINANCIAL STATEMENTS

  The accompanying financial statements have been prepared by the Company
without audit.  In the opinion of management, all material adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position at July 31, 2001 and the results of operations and cash
flows for the three month periods ended July 31, 2001 and 2000 have been
made. As of May 1, 2001 discontinued the use of one of its subsidiaries,
Digitran Simulation Systems, Inc.("DSSI"), an Arizona corporation. DSSI had no
assets or liabilities and never operated.

  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 July 31,
2001 and 2000 are not necessarily indicative of the operating results for
the respective full years. The Company reports its activity as discontinued
operations.

  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 and sundry legal
actions and proceedings pending which seek damages against the Company. The
Company is behind in all of its obligations and has discontinued operations.
It is possible that additional legal actions could be brought 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>
                 DIGITRAN SYSTEMS, INCORPORATED AND SUBSIDIARY


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.

                                          For the Three months ended July 31,

                                                    2001            2000

    NET SALES                                      $           0 $    4,000

    COST OF SALES                                              0     55,866

    GROSS PROFIT                                               0    (51,866)

    EXPENSES

    Selling, general and administrative expenses               0     58,511
     Depreciation and amortization                             0          0


    LOSS FROM OPERATIONS                            $          0 $ (110,377)

    OTHER INCOME (EXPENSE)

     Interest expense                                    (32,647)   (65,000)
     Gain on disposal of assets                                0          0
     Other                                                0         0

    LOSS BEFORE INCOME TAXES                        $    (32,647) $ 175,377)

    INCOME TAX BENEFIT                                         0          0

    NET LOSS                                        $    (32,647) $ 175,377)

    OTHER COMPREHENSIVE INCOME (LOSS)

    Dividends on convertible preferred stock; unpaid            0        0

    Total Other Comprehensive Income(Loss)           $   (32,647)  $(175,377)



<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 April 30, 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 July 2001 of approximately $239,096 or $4.64 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.

  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
August 15, 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. To date, the Company has recognized $91,667 as a Gain on the sale of
these rights.

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.

  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.
Management is now actively pursuing all available alternatives.

                         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 $239,096.

ITEM 4 Submission of Matters to a Vote of Security Holders

None for this quarter.

ITEM 5 Other

None

ITEM 6 Exhibits and reports on Form 8-K

None

                            SIGNATURES

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


                                         Digitran Systems, Incorporated
                                             Registrant



Dated July 31, 2001                      By:/s/Aaron Etra

                                         By: Aaron Etra
                                         (Chairman)

                                         By:/s/ Scott Lybbert

                                         By: Scott Lybbert
                                         (Secretary)