SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                          DATALOGIC INTERNATIONAL, INC.
                            -------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                                    --------
         (State or Other Jurisdiction of Incorporation or Organization)

                                    33-755473
                      (I.R.S. Employer Identification No.)


  12966 Euclid Street, Suite 450, Garden Grove, California 92840 (714) 530-6005
 ------------------------------------------------------------------------------
          (Address and Telephone Number of Principal Executive Offices)

                   Business and Financial Consultant Agreement
                                  with David Le
                -------------------------------------------------
                            (Full Title of the Plan)

                                 Stepp Law Group
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                     (Name and Address of Agent for Service)

                                 (949) 660-9700
                                 --------------
          (Telephone Number, including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=================================== ======================= ======================== ======================= =====================
              <S>                            <C>                     <C>                      <C>                    <C>
       Title of securities                  Amount             Proposed maximum         Proposed maximum          Amount of
         to be registered                   to be               Offering price             aggregate           registration fee
                                        registered(1)            Per share(2)            offering price
----------------------------------- ----------------------- ------------------------ ----------------------- ---------------------
Common Stock, $.001 par value             1,297,392                  $0.07                 $90,817.44               $23.98
=================================== ======================= ======================== ======================= =====================
</TABLE>

(1) Consists of shares pursuant to the Business and Financial Consultant
    Agreement with David Le.
(2) Based on the value specified in corporate resolutions.

Approximate date of commencement of proposed sale to the public: as soon as
practicable after this Registration Statement becomes effective.



                                       1
<PAGE>




Item 1.           The Plan Information.

Not applicable.

Item 2.           Registrant Information and Employee Plan Annual Information.

Not applicable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the
"Commission") by DataLogic International, Inc., a Delaware corporation
previously named TopClick International, Inc. (the "Company"), are incorporated
herein by reference:

         (a) The Company's Current Report on Form 8-K, as filed with the
Commission on August 1, 2001;

         (b) The Company's latest Annual Report on Form 10-KSB for the year
ended June 30, 2000, filed with the Securities and Exchange Commission on
November 2, 2000;

         (c) The reports of the Company filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the fiscal year ended June 30, 2000;

         (d) The Company's Registration Statement on Form SB-2/A-3 filed with
the Commission on December 30, 1999, SEC File No. 333-82483;

         (e) The Company's Current Report on Form 8-K, as filed with the
Commission on September 25, 2000;

         (f) A description of the Company's Common Stock, which is contained in
the Form SB-2/A-3 Registration Statement filed by the Company with the
Commission on December 30, 1999, as amended through the date hereof; and

         (g) All other documents filed by the Company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents.

Item 4.           Description of Securities.

Not applicable.



                                       2
<PAGE>



Item 5.           Interests of Named Experts and Counsel.

No "expert", as that term is defined pursuant to Regulation Section 228.509(a)
of Regulation S-B, or the Company's "counsel", as that term is defined pursuant
to Regulation Section 228.509(b) of Regulation S-B, was hired on a contingent
basis, or will receive a direct or indirect interest in the Company, or was a
promoter, underwriter, voting trustee, director, officer, or employee of the
Company, at any time prior to the filing of this Registration Statement.

Item 6.                Indemnification of Officers, Directors, Employees and
Agents; Insurance.

Section 145 of the Delaware General Corporation Law specifies as follows:

 (a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) or this section, or in defense



                                       3
<PAGE>



of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

(d) Any indemnification under subsections (a) and (b) in this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that is not
entitled to be indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

(g) A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, or trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.



                                       4
<PAGE>



(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to and employee benefit plan, its participant or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear
and determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

The Company's Certificate of Incorporation also provides as follows:

SEVENTH: Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law; (3) liability
for unlawful payments of dividends or unlawful stock purchase or redemption by
the corporation; or (4) a transaction from which the director derived an
improper personal benefit.

The Company's Bylaws provide as follows with respect to indemnification and
insurance:

         Section 17. Indemnification of Directors, Officers, Employees and
Agents. The Corporation shall indemnify each director, officer, employee and
agent of the Corporation, as amended by the provisions of Section 145 of the
Delaware General Corporation Law, as set forth in Article VI of these Bylaws.

The Company has not currently made any arrangements regarding directors and
officers insurance, but may do so in the future.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS
OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE
COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE
COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.



                                       5
<PAGE>



Item 7.           Exemption from Registration Claimed.

Not applicable.

Item 8.           Exhibits.

Exhibit             Description
-------             -----------

*5.1                Legal opinion of Stepp Law Group.

*23.1               Consent of Stepp Law Group (included in the opinion
                    filed as Exhibit 5.1 hereto).

*23.2               Consent of Davidson & Company, LLP, Chartered
                    Accountants.

*99.1               Business and Financial Consultant Agreement with David Le.

*           Filed herewith.

Item 9.           Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

        (i)      to include any prospectus required by Section 10(a)(3) of
the Securities Act;

        (ii)     to specify in the prospectus any facts or events occurring
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information specified in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of the securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be specified in the
form of prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; provided, however, that
paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those clauses is specified in
periodic reports filed by the Company pursuant to the provisions of Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement;



                                       6
<PAGE>



         (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

(2) That, for the purpose of determining any liability pursuant to the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The Company hereby undertakes that, for purposes of determining any liability
pursuant to the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising pursuant to the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by the Company is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.



                                       7
<PAGE>


                                POWER OF ATTORNEY

The Company, as the registrant hereunder, and each person whose signature
appears below, hereby appoints Chris Lewis as attorney-in-fact, with full power
of substitution, to execute, in the name and on behalf of the Company and on
behalf of each person, individually and in each capacity stated below, one or
more post-effective amendments to this Registration Statement as the
attorney-in-fact, and to file any such post-effective amendments to this
Registration Statement with the Securities and Exchange Commission.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies it has reasonable grounds to believe that the Company satisfies all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on this 14th day
of August, 2001.

DATALOGIC INTERNATIONAL, INC.


/s/  Derek Nguyen
-----------------------------------------
Derek Nguyen, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.


/s/   Derek Nguyen                                   Dated:  August 14, 2001
----------------------------------------
Derek Nguyen, President


/s/ Khanh D. Nguyen
----------------------------------------
Khanh D. Nguyen, Chief Financial Officer


/s/ Derek Nguyen                                     /s/ Nigel Kaiyanni
----------------------------------------             --------------------------
Derek Nguyen, Director                               Nigel Kaiyanni, Director


/s/ Dennis Tran                                      /s/ Khanh D. Nguyen
----------------------------------------             --------------------------
Dennis Tran, Director                                Khanh D. Nguyen, Director





                                       8
<PAGE>




                                INDEX TO EXHIBITS

Exhibit                Description
-------                -----------

*5.1                   Legal opinion of Stepp Law Group

*23.1                  Consent of Stepp Law Group (included in the opinion
                       filed as Exhibit 5.1 hereto).

*23.2                  Consent of Davidson & Company, LLP, Chartered
                       Accountants.

*99.1                  Business and Financial Consultant Agreement with David
                       Le.

*                      Filed herewith.




                                       9
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "data_s8.txt", "secsgml_size_bytes": 23548}]
{"company-data": {"conformed-name": "TOPCLICK INTERNATIONAL INC/DE", "cik": "0001083273", "assigned-sic": "7389", "irs-number": "330755473", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67564", "film-number": "1715185"}, "business-address": {"street1": "7676 HAZARD CENTER DR", "street2": "OFFICE 10 5TH FLOOR", "city": "SAN DIEGO", "state": "CA", "zip": "92108", "phone": "6047371127"}, "mail-address": {"street1": "7676 HAZARD CENTER DR", "street2": "OFFICE 10 5TH FLOOR", "city": "SAN DIEGO", "state": "CA", "zip": "92108"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                          DATALOGIC INTERNATIONAL, INC.
                            -------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                                    --------
         (State or Other Jurisdiction of Incorporation or Organization)

                                    33-755473
                      (I.R.S. Employer Identification No.)

  12966 Euclid Street, Suite 450, Garden Grove, California 92840 (714) 530-6005
 ------------------------------------------------------------------------------
          (Address and Telephone Number of Principal Executive Offices)

                   Business and Financial Consultant Agreement
                                  with David Le
                -------------------------------------------------
                            (Full Title of the Plan)

                                 Stepp Law Group
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                     (Name and Address of Agent for Service)

                                 (949) 660-9700
                                 --------------
          (Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
=================================== ======================= ======================== ======================= =====================
Title of securities                  Amount             Proposed maximum         Proposed maximum          Amount of
         to be registered                   to be               Offering price             aggregate           registration fee
                                        registered(1)            Per share(2)            offering price
----------------------------------- ----------------------- ------------------------ ----------------------- ---------------------
Common Stock, $.001 par value             1,297,392                  $0.07                 $90,817.44               $23.98
=================================== ======================= ======================== ======================= =====================
(1) Consists of shares pursuant to the Business and Financial Consultant
    Agreement with David Le.
(2) Based on the value specified in corporate resolutions.

Approximate date of commencement of proposed sale to the public: as soon as
practicable after this Registration Statement becomes effective.

                                       1
Item 1.           The Plan Information.

Not applicable.

Item 2.           Registrant Information and Employee Plan Annual Information.

Not applicable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the
"Commission") by DataLogic International, Inc., a Delaware corporation
previously named TopClick International, Inc. (the "Company"), are incorporated
herein by reference:

         (a) The Company's Current Report on Form 8-K, as filed with the
Commission on August 1, 2001;

         (b) The Company's latest Annual Report on Form 10-KSB for the year
ended June 30, 2000, filed with the Securities and Exchange Commission on
November 2, 2000;

         (c) The reports of the Company filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the fiscal year ended June 30, 2000;

         (d) The Company's Registration Statement on Form SB-2/A-3 filed with
the Commission on December 30, 1999, SEC File No. 333-82483;

         (e) The Company's Current Report on Form 8-K, as filed with the
Commission on September 25, 2000;

         (f) A description of the Company's Common Stock, which is contained in
the Form SB-2/A-3 Registration Statement filed by the Company with the
Commission on December 30, 1999, as amended through the date hereof; and

         (g) All other documents filed by the Company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents.

Item 4.           Description of Securities.

Not applicable.

                                       2
Item 5.           Interests of Named Experts and Counsel.

No "expert", as that term is defined pursuant to Regulation Section 228.509(a)
of Regulation S-B, or the Company's "counsel", as that term is defined pursuant
to Regulation Section 228.509(b) of Regulation S-B, was hired on a contingent
basis, or will receive a direct or indirect interest in the Company, or was a
promoter, underwriter, voting trustee, director, officer, or employee of the
Company, at any time prior to the filing of this Registration Statement.

Item 6.                Indemnification of Officers, Directors, Employees and
Agents; Insurance.

Section 145 of the Delaware General Corporation Law specifies as follows:

 (a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) or this section, or in defense

                                       3
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

(d) Any indemnification under subsections (a) and (b) in this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that is not
entitled to be indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

(g) A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, or trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

                                       4
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to and employee benefit plan, its participant or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear
and determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

The Company's Certificate of Incorporation also provides as follows:

SEVENTH: Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law; (3) liability
for unlawful payments of dividends or unlawful stock purchase or redemption by
the corporation; or (4) a transaction from which the director derived an
improper personal benefit.

The Company's Bylaws provide as follows with respect to indemnification and
insurance:

         Section 17. Indemnification of Directors, Officers, Employees and
Agents. The Corporation shall indemnify each director, officer, employee and
agent of the Corporation, as amended by the provisions of Section 145 of the
Delaware General Corporation Law, as set forth in Article VI of these Bylaws.

The Company has not currently made any arrangements regarding directors and
officers insurance, but may do so in the future.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS
OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE
COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE
COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.

                                       5
Item 7.           Exemption from Registration Claimed.

Not applicable.

Item 8.           Exhibits.

Exhibit             Description
-------             -----------

*5.1                Legal opinion of Stepp Law Group.

*23.1               Consent of Stepp Law Group (included in the opinion
                    filed as Exhibit 5.1 hereto).

*23.2               Consent of Davidson & Company, LLP, Chartered
                    Accountants.

*99.1               Business and Financial Consultant Agreement with David Le.

*           Filed herewith.

Item 9.           Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

        (i)      to include any prospectus required by Section 10(a)(3) of
the Securities Act;

        (ii)     to specify in the prospectus any facts or events occurring
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information specified in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of the securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be specified in the
form of prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; provided, however, that
paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those clauses is specified in
periodic reports filed by the Company pursuant to the provisions of Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement;

                                       6
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

(2) That, for the purpose of determining any liability pursuant to the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The Company hereby undertakes that, for purposes of determining any liability
pursuant to the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising pursuant to the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by the Company is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                       7
POWER OF ATTORNEY

The Company, as the registrant hereunder, and each person whose signature
appears below, hereby appoints Chris Lewis as attorney-in-fact, with full power
of substitution, to execute, in the name and on behalf of the Company and on
behalf of each person, individually and in each capacity stated below, one or
more post-effective amendments to this Registration Statement as the
attorney-in-fact, and to file any such post-effective amendments to this
Registration Statement with the Securities and Exchange Commission.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies it has reasonable grounds to believe that the Company satisfies all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on this 14th day
of August, 2001.

DATALOGIC INTERNATIONAL, INC.

/s/  Derek Nguyen
-----------------------------------------
Derek Nguyen, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

/s/   Derek Nguyen                                   Dated:  August 14, 2001
----------------------------------------
Derek Nguyen, President

/s/ Khanh D. Nguyen
----------------------------------------
Khanh D. Nguyen, Chief Financial Officer

/s/ Derek Nguyen                                     /s/ Nigel Kaiyanni
----------------------------------------             --------------------------
Derek Nguyen, Director                               Nigel Kaiyanni, Director

/s/ Dennis Tran                                      /s/ Khanh D. Nguyen
----------------------------------------             --------------------------
Dennis Tran, Director                                Khanh D. Nguyen, Director

                                       8
INDEX TO EXHIBITS

Exhibit                Description
-------                -----------

*5.1                   Legal opinion of Stepp Law Group

*23.1                  Consent of Stepp Law Group (included in the opinion
                       filed as Exhibit 5.1 hereto).

*23.2                  Consent of Davidson & Company, LLP, Chartered
                       Accountants.

*99.1                  Business and Financial Consultant Agreement with David
                       Le.

*                      Filed herewith.

                                       9