UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 8-K/A
                                    --------
                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest Event Reported): July 12, 2002

                       DIGITAL COURIER TECHNOLOGIES, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

                           Delaware 0-20771 87-0461586
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          (State or other jurisdiction of (Commission (I.R.S. Employer
       incorporation or organization) File Number) Identification Number)


           348 East 6400 South, Suite 220, Salt Lake City, Utah 84107
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               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (801) 266-5390
                                 --------------
                                       N/A
          ------------------------------------------------------------
          (Former Name or Former Address if Changed Since Last Report)



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Item 1.   Change in Control of Registrant.

         On March 18,  2002,  Mr. Don  Marshall  and the  Company  entered  into
Amendment No. 1 to Settlement and Release Agreement (the "Amendment Agreement"),
which  amended  and  supplemented   that  certain   Settlement   Agreement  (the
"Settlement Agreement") by and between Mr. Marshall and the Company, dated as of
October 16, 2001. Under the Amendment  Agreement,  the Company agreed to pay Mr.
Marshall a total of $800,000 in twice monthly payments starting in May 2002. The
Amendment  Agreement  further provided that an "Event of Default" would occur if
the Company  failed to make any payment within three business days after its due
date,  and such failure  continued for a period of three business days after Mr.
Marshall  provided  written  notification  to the Company of such  failure.  The
Company  failed to pay Mr.  Marshall  as  required  on May 5, May 20 and June 5,
2002.  Mr.  Marshall  provided  written  notice  as  required  by the  Amendment
Agreement on June 19, 2002, and the Company failed to cure such default with the
time allowed. On June 25, 2002, therefore, an Event of Default occurred.

         The Amendment  Agreement  further provided that, upon the occurrence of
an Event of Default, the outstanding  principal amount payable by the Company to
Mr.  Marshall would begin accruing  interest at a default rate of 1.5% per month
until paid in full, and that the then outstanding principal amount payable, plus
any accrued interest thereon,  would be convertible into shares of the Company's
common  stock at the lower of (i) $0.07 per share;  or (ii) the average  closing
bid price of the Company's  common stock during the 20 trading days  immediately
preceding the date of conversion. Such conversion may occur at any time after an
Event of Default.

         On  July  8,  2002,  Mr.  Marshall  notified  the  Company  that he had
converted  a total of  $525,569.52  of the  outstanding  cash  amount  under the
Amendment Agreement into 29,946,981 shares of the Company's common stock.

         On July 12,  2002,  Mr.  Marshall  received  a proxy to vote  1,800,000
shares of the Company's common stock owned of record by Amathus  Holdings,  Ltd.
on all matters  coming  before the  stockholders  of the Company for a period of
three years from the date of the proxy.

         From and after  July 12,  2002,  Mr.  Marshall  acted to  substantially
restructure the Company's board of directors and management.

         Subsequently,  in connection  with the preparation of its Annual Report
on Form 10-K for the fiscal year ended June 30,  2002,  and the  issuance to Mr.
Marshall of a certificate  representing the shares obtained upon his conversion,
the Company was notified by its transfer agent that the Company had  understated
the actual number of issued and outstanding shares of common stock as of July 8,
2002, and the actual number of shares issued and outstanding was not 45,053,019,
as reported in the Company's  Quarterly Report on Form 10-Q for the period ended
March 31, 2002, but was  46,051,572.  Thus, and  notwithstanding  his attempt to
convert  as  described  above and  receive  29,946,981  shares,  and in light of
limitations  on its  authorized  capital,  the  Company was able to issue to Mr.
Marshall only 28,948,428 shares.

         Thus, and accounting for the conversion and the proxy described  above,
together  with  his  prior  ownership  of the  Company's  common  stock,  either
individually  or through an entity  controlled  by him,  Mr.  Marshall  acquired
control of  approximately  49.9% of the voting  common  shares of the  Company's
common stock presently issued and outstanding.
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                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  December 2, 2002

                       DIGITAL COURIER TECHNOLOGIES, INC.




                                         By:  /s/ Lynn J. Langford
                                              ------------------------
                                                  Lynn J. Langford
                                                  Chief Financial Officer

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