<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-QSB

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

                For the quarterly period ended December 31, 1999

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

               For the transition period from        to
                                              -------   ---------

                         Commission file number 0-16055

                    NATIONAL MANUFACTURING TECHNOLOGIES, INC.
                          (FORMERLY PHOTOMATRIX, INC.)

             (Exact name of registrant as specified in its charter)

CALIFORNIA                                                         95-3267788
------------------------------------------------------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
  incorporation or organization)


1958 KELLOGG AVE., CARLSBAD, CALIFORNIA                                  92008
------------------------------------------------------------------------------
    (Address of principal executive offices)                       (Zip Code)

                                 (760) 431-4999
                                 --------------
              (Registrant's telephone number, including area code)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 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
                                     -------    -------

--------------------------------------------------------------------------------
At February 15, 2000, 10,061,894 shares of Common Stock of National
Manufacturing Technologies, Inc. were outstanding.
--------------------------------------------------------------------------------


Transitional  Small  Business  Disclosure  Format.

                                 Yes         No    X
                                     -------    -------
<PAGE>
                                    INDEX

                     NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC

<TABLE>
<CAPTION>

                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
PART  I  -   FINANCIAL  INFORMATION

ITEM  1:  FINANCIAL  STATEMENTS

           Consolidated  balance  sheets as of December 31, 1999 (unaudited) and March 31,1999          2

           Unaudited  consolidated  statements  of  operations for the three and nine months
           ended December 31, 1999 and 1998                                                             3

           Unaudited  consolidated  statements  of  cash  flows  for  the  nine months ended
           December 31, 1999 and 1998                                                                   4

           Unaudited notes to consolidated financial statements                                         5


ITEM  2:  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                                                          11


PART  II  -  OTHER  INFORMATION

ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                          16

ITEM 5:   OTHER INFORMATION                                                                            16

ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K                                                             16

SIGNATURES                                                                                             17


</TABLE>


<PAGE>
                   NATIONAL  MANUFACTURING  TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>



                                                            DECEMBER 31, 1999
ASSETS                                                         (UNAUDITED)       MARCH 31, 1999
                                                           -------------------  ----------------
<S>                                                        <C>                  <C>
Current assets:
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . .  $           43,000   $        42,000
  Accounts receivable, net of allowance
       of $217,000 and $292,000 . . . . . . . . . . . . .           1,380,000         1,448,000
  Inventories, net of allowance
       Of $824,000 and $798,000 . . . . . . . . . . . . .           1,193,000           725,000
  Land & building held for sale . . . . . . . . . . . . .                  --         2,674,000
  Net assets of discontinued operations . . . . . . . . .                  --           386,000
  Prepaid expenses and other. . . . . . . . . . . . . . .              61,000             8,000
                                                           ------------------- -----------------
       Total current assets . . . . . . . . . . . . . . .           2,677,000         5,283,000

Property and equipment, net . . . . . . . . . . . . . . .           1,836,000         1,918,000
Goodwill, net . . . . . . . . . . . . . . . . . . . . . .           2,344,000         2,088,000
Other assets. . . . . . . . . . . . . . . . . . . . . . .              15,000            65,000
                                                           -------------------  ----------------

                                                           $        6,872,000   $     9,354,000
                                                           ===================  ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable . . . . . . . . . . . . . . . . . . .  $        1,590,000   $     1,724,000
   Accrued liabilities. . . . . . . . . . . . . . . . . .             593,000           745,000
   Credit facility. . . . . . . . . . . . . . . . . . . .           1,227,000         2,122,000
   Mortgage on land & building held for sale. . . . . . .                  --         2,023,000
   Net liabilities of discontinued operations . . . . . .           1,049,000                --
   Current maturities of long-term debt . . . . . . . . .             427,000           158,000
                                                           -------------------  ----------------
       Total current liabilities. . . . . . . . . . . . .           4,886,000         6,772,000
                                                           -------------------  ----------------


Long-term debt. . . . . . . . . . . . . . . . . . . . . .           1,400,000         1,009,000
                                                           -------------------  ----------------


Shareholders' equity:
   Preferred Stock, no par value; 3,173,000 shares
   Authorized, no shares issued and outstanding . . . . .                  --                --
   Common stock, no par value; 30 million shares
       Authorized, 10,022,000 and 9,914,000 shares issued
       and outstanding, respectively. . . . . . . . . . .          21,413,000        21,376,000
   Additional paid-in capital . . . . . . . . . . . . . .              69,000            53,000
   Accumulated deficit. . . . . . . . . . . . . . . . . .         (20,896,000)      (19,856,000)
                                                           -------------------  ----------------
       Total shareholders' equity . . . . . . . . . . . .             586,000         1,573,000
                                                           -------------------  ----------------

                                                           $        6,872,000   $     9,354,000
                                                           ===================  ================
</TABLE>


               The  accompanying  notes  are  an  integral part of these
                            consolidated financial statements.

<PAGE>

                NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.  AND  SUBSIDIARIES
                         CONSOLIDATED STATEMENTS  OF  OPERATIONS
                                        (Unaudited)
<TABLE>
<CAPTION>

                                                     Three Months Ended         Nine  Months  Ended
                                                         December 31,              December 31,

                                                    1999         1998          1999          1998
                                                 -----------  -----------  ------------  ------------
<S>                                              <C>          <C>          <C>           <C>
Revenue . . . . . . . . . . . . . . . . . . . .  $2,105,000   $1,600,000   $ 6,349,000   $ 2,926,000
Cost of revenues. . . . . . . . . . . . . . . .   1,405,000    1,143,000     4,355,000     2,058,000
                                                 -----------  -----------  ------------  ------------

Gross profit. . . . . . . . . . . . . . . . . .     700,000      457,000     1,994,000       868,000
                                                 -----------  -----------  ------------  ------------

   Selling, general and administrative expenses   1,313,000    1,111,000     3,966,000     1,774,000
                                                 -----------  -----------  ------------  ------------

Operating loss. . . . . . . . . . . . . . . . .    (613,000)    (654,000)   (1,972,000)     (906,000)
                                                 -----------  -----------  ------------  ------------

Other income/(expense), net . . . . . . . . . .     180,000      (28,000)      171,000      (137,000)
                                                 -----------  -----------  ------------  ------------

Loss from continuing operations . . . . . . . .    (433,000)    (682,000)   (1,801,000)   (1,043,000)

Income/(loss) from discontinued operations. . .          --       42,000       761,000      (246,000)
                                                 -----------  -----------  ------------  ------------

Net loss. . . . . . . . . . . . . . . . . . . .  $ (433,000)  $ (640,000)  $(1,040,000)  $(1,289,000)
                                                 ===========  ===========  ============  ============


Basic and diluted net income/(loss) per share:
Continuing operations . . . . . . . . . . . . .  $    (0.04)  $    (0.07)  $     (0.18)  $     (0.12)
Discontinued operations . . . . . . . . . . . .  $       --   $     0.01   $      0.08   $     (0.03)
                                                 -----------  -----------  ------------  ------------
Net loss. . . . . . . . . . . . . . . . . . . .  $    (0.04)  $    (0.06)  $     (0.10)  $     (0.15)
                                                 ===========  ===========  ============  ============


Weighted average number of
     Common shares outstanding. . . . . . . . .   9,983,000    9,965,000     9,940,000     8,797,000
                                                 ===========  ===========  ============  ============
</TABLE>

               The  accompanying  notes  are  an  integral part of these
                            consolidated financial statements.

<PAGE>
                NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.  AND  SUBSIDIARIES
                         CONSOLIDATED STATEMENTS  OF  CASH FLOWS
                                        (Unaudited)



<TABLE>
<CAPTION>

                                                               NINE MONTHS ENDED DECEMBER 31

                                                                      1999          1998
                                                                  ------------  ------------
<S>                                                               <C>           <C>
Cash flows from operating activities:
Net loss:. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(1,040,000)  $(1,289,000)
Net income/(loss) from discontinued operations . . . . . . . . .      761,000      (246,000)
                                                                  ------------  ------------
Net loss from continuing operations. . . . . . . . . . . . . . .   (1,801,000)   (1,043,000)
   Adjustments:
      Depreciation and amortization. . . . . . . . . . . . . . .      211,000       110,000
      Amortization of goodwill . . . . . . . . . . . . . . . . .       63,000        36,000
      Provision for doubtful accounts. . . . . . . . . . . . . .       62,000        35,000
      Provision for inventory. . . . . . . . . . . . . . . . . .       26,000         6,000
      Options issued for compensation. . . . . . . . . . . . . .       16,000        30,000
      Changes in assets and liabilities, net of assets acquired:
         Accounts receivable . . . . . . . . . . . . . . . . . .        6,000      (634,000)
         Inventories . . . . . . . . . . . . . . . . . . . . . .     (494,000)     (559,000)
         Prepaid expenses and current assets . . . . . . . . . .      (53,000)      239,000
         Other assets. . . . . . . . . . . . . . . . . . . . . .       50,000       (16,000)
         Accounts payable. . . . . . . . . . . . . . . . . . . .     (134,000)      262,000
         Accrued liabilities . . . . . . . . . . . . . . . . . .      117,000      (678,000)
                                                                  ------------  ------------
    Cash used in continuing operations . . . . . . . . . . . . .   (1,931,000)   (2,212,000)
    Cash provided by discontinued operations . . . . . . . . . .    2,143,000     1,962,000
                                                                  ------------  ------------
Cash provided by (used in) operations. . . . . . . . . . . . . .      212,000      (250,000)
                                                                  ------------  ------------

Cash flows from investing activities:
    Acquisition of property and equipment. . . . . . . . . . . .      (76,000)   (1,626,000)
    Cost of Acquisitions . . . . . . . . . . . . . . . . . . . .     (319,000)     (308,000)
    Cash provided by the issuance of stock . . . . . . . . . . .       37,000       200,000
                                                                  ------------  ------------
Cash used in investing activities. . . . . . . . . . . . . . . .     (358,000)   (1,734,000)
                                                                  ------------  ------------

Cash flows from financing activities:
Borrowings/(payments) under credit facility and long-term debt .     (504,000)    2,567,000
(Acquisition)/disposal of land & building held for sale. . . . .      651,000         1,000
                                                                  ------------  ------------
Cash provided by financing activities. . . . . . . . . . . . . .      147,000     2,568,000
                                                                  ------------  ------------

Effects of exchange rate of discontinued operation on cash . . .           --       (11,000)

Increase in cash . . . . . . . . . . . . . . . . . . . . . . . .  $     1,000   $   573,000
Cash at beginning of period. . . . . . . . . . . . . . . . . . .       42,000        12,000
                                                                  ------------  ------------
Cash at end of period. . . . . . . . . . . . . . . . . . . . . .  $    43,000   $   585,000
                                                                  ============  ============

</TABLE>

               The  accompanying  notes  are  an  integral part of these
                            consolidated financial statements.

<PAGE>
              NATIONAL MANUFACTURING TECHNOLOGIES INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 AS OF DECEMBER 31, 1999 AND MARCH 31, 1999 AND
          FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                   (UNAUDITED)

     1.     GENERAL

     Basis  of  Presentation
     -----------------------

The  accompanying  unaudited  consolidated  financial  statements  reflect  the
accounts  of  National  Manufacturing  Technologies, Inc. (formerly Photomatrix,
Inc.;  the  "Company"),  together  with  its  subsidiaries.  The  Company  is  a
value-added  manufacturing  company, specializing in the manufacture of enclosed
electronic systems and their various component assemblies.  On June 5, 1998, the
Company  acquired  I-PAC  Manufacturing,  Inc.  ("I-PAC").  On July 1, 1998, the
Company  acquired  the assets and business of MGM Techrep, Inc., and formed PHRX
Rep  Co.  On  November  27,  1998,  the  Company acquired certain assets and the
business  operations  of  Amcraft  and  incorporated  the  operations  as  I-PAC
Precision  Machining,  Inc.  On  December 18, 1998, the Company acquired certain
assets  and  the  business operations of Greene International West, Inc. ("GIW")
and  incorporated  the  operations as National Metal Technologies, Inc. ("NMT").
All  acquisitions  were  treated  as  purchases  for  accounting  and  financial
reporting  purposes.  These  companies  comprise the manufacturing group.  Under
the  purchase  method  of  accounting, the results of operations of the acquired
companies  are  combined with those of the Company from the date of acquisition.
In  addition,  on  June  21,  1999,  the Company sold product rights and certain
assets  of  its  document  scanner operations to Scan-Optics, Inc.  Accordingly,
operational  results  of  the  scanner  operations  have  been  reclassified  as
discontinued  operations  for  the  respective  periods  presented  herein.  The
balance sheets of the scanner operations have similarly been reclassified as net
assets (liabilities) of discontinued operations. As a result, the three and nine
months  ended  December 31, 1999, reflect the combined operations of I-PAC, PHRX
Rep  Co.,  I-PAC  Precision  Machining and NMT.  The three and nine months ended
December  31, 1998 reflect the operating results of I-PAC, and PHRX Rep Co. from
the  dates  of  acquisition, and less than one full month of activity related to
the  I-PAC Precision Machining and NMT acquisitions.  The scanner operations are
classified  as discontinued for all periods shown.  All significant intercompany
transactions  and  balances  have  been  eliminated.

Certain  information  and  disclosures  normally  included  in  annual financial
statements  prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations, although
the  Company  believes  that  the  disclosures  made are adequate to prevent the
information  from  being  misleading.  These  unaudited  consolidated  financial
statements reflect, in the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present the Company's results of
operations and financial position as of the dates and for the periods presented.
These  unaudited consolidated financial statements should be read in conjunction
with  the  audited  financial  statements  and  related  notes  included  in the
Company's  Report  on  Form  10-KSB  filed  with  the  Securities  and  Exchange
Commission  for  the  year  ended  March  31, 1999.  The results for the interim
periods presented are not necessarily indicative of results to be expected for a
full  year.

2.          CREDIT  FACILITY

On  June  18,  1999 the Company entered into a $1,500,000 credit facility with a
lender  that  included  a $1,200,000 A/R line of credit and a $300,000 term loan
which  matures  in August, 2001. The A/R line of credit began funding on July 8,
1999  and  the  $300,000  term loan was funded on September 9, 1999. In December
1999,  the  A/R credit line was increased to $2,000,000, and two inventory lines
totaling  $650,000  were  added  to  the  existing credit facility.  Outstanding
borrowings  are  collateralized  by  primarily all of the Company's assets.  The
lines  of  credit expire on June 30, 2001.  The balances outstanding as of March
23,  2000 were $1,657,000 on the A/R credit line, $255,000 on the term loan, and
$401,000  on  the  inventory  lines.

The  lines of credit accrue interest on outstanding borrowings at the prime rate
plus 4% per annum.  Under the terms of the new agreement, total borrowings under
the  A/R  line  of  credit  are  limited  to  the lesser of $2,000,000 or 80% of
eligible accounts receivable (as defined under the agreement).  Total borrowings
under  the  metal  inventory line is limited to the lesser of $300,000 or 70% of
the  cost  of  eligible metal inventory (as defined under the agreement).  Total
borrowings  under the electronics inventory is limited to the lesser of $350,000
or  35% of eligible electronics inventory (as defined under the agreement).  The
new  lines  of  credit  expire  in  June,  2001.


3.     DISCONTINUED  OPERATIONS

Photomatrix  Imaging,  Inc.  and  Photomatrix,  Ltd.
----------------------------------------------------
On  March  2,  1999, the Company approved a plan to sell certain product rights,
assets  and  liabilities  of  Photomatrix  Imaging,  Inc.  ("Imaging")  and  its
wholly-owned  subsidiary,  Photomatrix,  Ltd.  ("Ltd.").  On  June 21, 1999, the
Company  completed  the  transaction  whereby it sold product rights and certain
assets  of  its  document  scanner operations to Scan-Optics, Inc of Manchester,
Connecticut ("Scan-Optics").  Under the terms of the agreement, Scan-Optics paid
the  Company  approximately  $2,100,000  in  cash  to  acquire  all receivables,
inventory  and certain equipment.  Scan-Optics also assumed nearly $2 million of
current  and  future  liabilities  of Imaging and Ltd.  Scan-Optics also assumed
lease  commitments  associated with the Company's engineering facilities located
in  Chandler, Arizona, as well as its facilities in Great Britain.  In addition,
Scan-Optics  agreed  to  pay  certain  royalties,  not to exceed $250,000 over a
three-year  period, and also entered into a Transition Agreement and a five year
Manufacturing  Agreement,  under  which  Imaging  will  continue  to manufacture
document  scanner  parts  for  Scan-Optics. Proceeds from this sale were used to
reduce short-term debt and provide working capital to the Company.  The purchase
price  is subject to adjustment based upon audit and verification by Scan-Optics
on  the  closing  balance  sheet.

Current  and prior period balances have been reclassified to present Imaging and
Ltd.  as  a  discontinued  operation.

Lexia  Systems,  Inc.
---------------------

Included in net liabilities from discontinued operations are certain liabilities
under  dispute  by  Lexia  Systems,  Inc.,  a  wholly  owned subsidiary that was
discontinued  in December, 1996.  Currently, Lexia carries on its books accounts
payable  and unpaid rent claims of International Computers Limited, Inc. ("ICL")
and  related  entities  in the amount of $457,000.  Lexia disputes any liability
with  respect  to ICL in light of its own offsetting claims and defenses.  There
is no assurance that Lexia will be successful in prevailing in its position with
regard  to  the  outstanding  claims  previously  made  by  ICL.

4.     BASIC  AND  DILUTED  LOSS  PER  SHARE

In  December  1997, the Company adopted the provisions of Statement of Financial
Accounting  Standards  ("SFAS")  No.  128,  "Earnings  per Share."  SFAS No. 128
supersedes  APB  No.  15 and replaces "primary" and "fully diluted" earnings per
share  ("EPS")  under  Accounting  Principles  Board ("APB") Opinion No. 15 with
"basic"  and "diluted" EPS.  Unlike primary EPS, basic EPS excludes the dilutive
effects  of  options,  warrants  and other convertible securities.  The weighted
average number of common shares outstanding used in computing basic earnings per
share  ("EPS")  was 9,983,000 and 9,965,000, for the three months ended December
31, 1999 and 1998, respectively, and 9,940,000 and 8,797,000, in the nine months
ended  December  31,  1999  and  1998,  respectively.  Diluted  EPS reflects the
potential  dilution  of  securities  that  could  share  in  the earnings of the
Company.  Options  and  warrants  representing  approximately  2,208,000  and
1,645,000  shares  were  excluded  from  the computations of net loss per common
share  for  the three months ended December 31, 1999 and 1998, respectively, and
for  the  nine  months  ended December 31, 1999 and 1998, respectively, as their
effect  is  antidilutive.  The  adoption of SFAS No. 128 did not have a material
effect  on  the  Company's  net  income/loss  per  common  share.

5.     ACQUISITION  OF  I-PAC  MANUFACTURING,  INC.

On  March 16, 1998, the Company entered into an Agreement and Plan of Merger and
Reorganization with I-PAC Manufacturing, Inc.  The Agreement was approved by the
shareholders  of the Company on June 5, 1998, and the transaction closed on June
11,  1998.  As  a  result  of  the Merger, the 8,500 outstanding shares of I-PAC
common  stock  were exchanged for 4,848,000 shares of The Company's Common Stock
and  possibly  additional  4,652,000 shares of the Company's common stock in the
event  that  I-PAC achieves certain performance milestones during a twelve month
period  commencing  on  July  1,1998  or  outstanding  options  to  purchase the
Company's  common  stock are exercised. As of December 31, 1999, the Company has
not  made  a  determination  as  to whether any performance milestones have been
achieved.

If any performance milestones are met, the issuance of additional shares awarded
to  I-PAC  shareholders under the earn-out formula and/or in connection with the
exercise  of  the  Company's outstanding options and warrants will be treated as
additional  costs  of the acquired enterprise and amortized accordingly over the
benefit  period.  On  December  30,  1999,  Roy  Gayhart  former Chief Financial
Officer  of  National Manufacturing Technologies, Inc., exercised a stock option
grant  for the purchase of 40,000 shares of the Company's common stock.  Per the
terms  of  the  Merger  this  stock  option  exercise  triggered the issuance of
additional  40,000  shares to the I-PAC Shareholders (the I-PAC Shareholders are
Patrick  W.  Moore, the Company's Chief Executive Officer, Chairman of the Board
and  major shareholder, William L. Grivas, a major shareholder, James P. Hill, a
director  and  major shareholder and Michael Moore, a director), allocated among
them  in proportion to their ownership of I-PAC shares as of the closing date of
the  Merger.  This  issuance was ratified by the Board of Directors Compensation
Committee  on  January  7,  2000.  The Merger was accounted for as a purchase of
I-PAC by the Company for accounting and financial reporting purposes.  Under the
purchase  method  of  accounting, upon closing of the Merger, I-PAC's results of
operations  were  combined  with  those  of  the Company, and I-PAC's assets and
liabilities  were  recorded  on  the  Company's  books  at their respective fair
values.  The purchase price, amounting to $2,191,000, was comprised of the value
of  the stock plus acquisition costs and was allocated among the assets acquired
and the liabilities assumed.  The issuance of additional shares awarded to I-PAC
shareholders  under  the earn-out formula and/or in connection with the exercise
of  The Company's outstanding options and warrants will be treated in accordance
with  APB  16, in that any additional shares will be treated as additional costs
of  the  acquired  enterprise and amortized accordingly over the benefit period.
The  $2,200,000  excess of the purchase price over the fair value of I-PAC's net
assets  will  be  amortized  over  a  twenty  year  period.

If  the  I-PAC  transaction  had been consummated at the beginning of the fiscal
year 1998, the Company's consolidated revenues, net income (loss) and net income
(loss)  per  share  for the nine months ended December 31, 1999 would have been:

<TABLE>
<CAPTION>

                                          Nine Months Ended December 31, 1998
                                          -----------------------------------

<S>                                                   <C>
Revenues . . . . . . . . . . . . . . . . . . . . . .  $   3,474,000

Net loss from continuing operations . . . . . . .     $  (1,277,000)

Net loss per share from continuing operations, basic
  and diluted  . . . . . . . . . . . .  . .  . . . .  $       (0.15)

</TABLE>

6.     ACQUISITION  OF  NATIONAL  METAL  TECHNOLOGIES

On  December  18, 1998, the Company entered into an Agreement to acquire certain
assets and the business operations of Greene International West, Inc. ("GIW"), a
metal  stamping  company  located  in  Oceanside,  California.  GIW had recently
emerged  from  a  Chapter  11  Federal Bankruptcy proceeding, which was canceled
through  the  infusion of new capital funds from its major shareholders. The new
operation  has  been  incorporated as National Metal Technologies, Inc. ("NMT").

Under the terms of the agreement, NMT will pay a total of $500,000, comprised of
a  down  payment  of  $150,000 satisfied by the issuance of 75,000 shares of the
Company's  common  stock and a five year note in the amount of $350,000, for the
purchase  of  GIW's  customer  list,  supplier  registrations, contract backlog,
proprietary trade data, rights to hire employees and general intangibles of GIW.
Future  note  payments  may  be made in a combination of the Company's stock and
cash  at  the  election  of the parties. In addition, NMT agreed to enter into a
capital  lease  of  GIW  equipment, with an option to purchase the equipment for
$490,000 at the end of the one-year period. The first year rental payments under
the  equipment lease will be satisfied with the issuance of 25,000 shares of the
Company's common stock. As the capital lease was a condition of the acquisition,
the  Company  has  recorded  the  assets  held  under the capital lease at their
estimated  fair value of $943,000 and the related bargain purchase obligation of
$490,000  as  part of the net assets acquired.  The Company exercised its option
to  purchase  this  equipment  on December 1, 1999 and now is obligated, to GIW,
under  a  four  year  note in the amount of $490,000 which bears interest at 8%.

The  Company  agreed to price protect the shares issued to GIW shareholders at a
price  of  $2.00  per share, at a point two years from the closing date, for the
100,000  initial  shares  issued.

National Metal Technologies also entered into a fifteen year lease of the 80,000
square  foot  facility  housing  the  metal stamping operation, under terms that
provide  rent  abatements  for  the first three years of the facility lease. NMT
also  agreed to purchase GIW's accounts receivable and usable inventory, and pay
certain  royalties  (1.75%  of  sales  to  existing customers) over a three-year
period.  All  royalties  are  payable  in common stock or cash, at the Company's
election.  As  of  March  1, 2000, a total of 116,000 shares of common stock had
been  issued  to  GIW  for the first 12 months of royalty payments.  On March 5,
2000,  the  agreement  with GIW was modified so that all future royalty payments
are  payable  in  cash.  The $185,000 excess of the purchase price over the fair
value  of  NMT's  net  assets  acquired  is  being  amortized over twenty years.

7.     ACQUISITION  OF  AMCRAFT

On  November  27, 1998, the Company entered into an agreement to acquire certain
assets and the business operations of Amcraft, Inc., a precision metal machining
company located in Carlsbad, California. The new operation has been incorporated
as  I-PAC  Precision  Machining,  Inc.  ("Precision  Machining")

The Company acquired the business assets of Amcraft out of an assignment for the
benefit  of  creditors proceeding.  Under the terms of the purchase, the Company
paid  a  total  of  $20,000  for  the  purchase  of  work-in-process  inventory,
miscellaneous equipment, customer list and backlog, rights to hire employees and
the  business  name  of  Amcraft.  The  Company  also  entered  into  leases  of
approximately $450,000 primarily of CNC precision machining equipment, which had
previously  been  used  by  Amcraft.  In addition, the Company leased the 10,000
square foot facility previously occupied by the Amcraft operations through April
of  1999, at which time the precision metal machining operation was relocated to
the  newly  acquired NMT facility located in Oceanside, California.  The $66,000
excess  of the purchase price over the fair market value of Amcraft's net assets
is  being  amortized  over  twenty  years.


<PAGE>
8.     COMPREHENSIVE  INCOME

As  of  April 1, 1998, the Company adopted SFAS No. 130 "Reporting Comprehensive
Income."  SFAS  No.  130  establishes standards for the reporting and display of
comprehensive  income  and its components.  SFAS No. 130 requires the cumulative
translation  adjustment  to  be included as a component of comprehensive loss in
addition  to  net  loss  for  the period. The Company had no components of other
comprehensive  income  during  the  periods  presented.

9.     ACQUISITION  OF  ASSETS  OF  TECNOLOGIAS  NACIONALES  MANUFACTURERAS  DE
       MEXICO.

On September 17, 1999, the Company entered into an Asset Purchase Agreement with
Mirror  USA  and  Espejomex,  S.A. DE C.V. to acquire certain assets in Tijuana,
Mexico which will be used by the Company's newly-created subsidiary, Tecnologias
Nacionales  Manufactureras de Mexico.  On August 25, 1999 Tecnologias Nacionales
Manufactureras  de Mexico executed a lease of a 18,000 square foot manufacturing
facility  located approximately five miles from the Otay Mesa border crossing in
Tijuana.  The asset acquisition was a cash purchase.  The 3-year lease agreement
calls  for  monthly  lease payments of $4,500 for the first four months,  $5,700
until  August  2000,  $5,900  until  August  2001  and $6,000 until August 2002.

10.     CORPORATE  NAME  CHANGE

On  September  23, 1999 the Company's shareholders approved a change in the name
of  the  Company  from Photomatrix, Inc. to National Manufacturing Technologies,
Inc.  ("NMT").  The  Company  changed  its  name  to  National  Manufacturing
Technologies,  Inc. to better reflect the Company's currently diverse vertically
integrated  contract  manufacturing business operations.  The Company closed its
sale of product rights and related assets of its scanner division to Scan-Optics
on  June  21,  1999.  During  this  past  year,  the  Company  has  continued to
accomplish  its  strategy  of vertically integrating complementary manufacturing
services  to  OEM  customers,  as  demonstrated  by  its  recent acquisitions of
National Metal Technologies, Inc. and I-PAC Precision Machining, Inc.  Also, the
Company  believes  that the word "manufacturing" is more expressive of its basic
core  competency,  namely  the  creation  of  value-added  manufactured  goods.

11.     RELATED  PARTY  TRANSACTIONS

During  the  three  months  ended  December  31,  1999,  the  Company  recorded
approximately  $4,000 of goodwill  related to earn-out accruals from the July 1,
1998 acquisition of MGM Techrep, Inc., (a company previously owned by Patrick W.
Moore, National Manufacturing Technologies' Chief Executive Officer, Chairman of
the  Board  and  major  shareholder, William L. Grivas, a major shareholder, and
James  P.  Hill, a Director and major shareholder) as compared to $36,000 in the
three months ended December 31, 1998.  During the nine months ended December 31,
1999,  the  Company  recorded approximately $46,000 of goodwill related to these
earn  out  accruals as compared to $62,000 during the nine months ended December
31,  1998.  During  the  three  months  ended December 31, 1999 the company paid
$7,100 of these earn out accruals as compared to $36,000 during the three months
ended  December 31, 1998. In the nine months ended December 31, 1999 the Company
paid  $58,000  of  these  earn  out  accruals as compared to $81,000 in the nine
months  ended  December  31,  1998.

During  the  quarter  ended  December  31,  1999 the Company made no payments to
Sullivan,  Hill,  Lewin,  Rez,  Engle and LaBazzo, ("SHLRE") a law firm in which
James  P.  Hill,  a director and major shareholder, is a partner, as compared to
$113,000  in  the  quarter  ended  December 31, 1998.  There were no accruals of
additional  payables  to  SHLRE  during  the  quarter ended December 31, 1999 as
compared  to  $44,000  during  the  quarter  ended  December  31,  1998.

The  Company  also  paid  William  L. Grivas, a major shareholder, approximately
$45,000  in  consulting  fees  during  this quarter.  Of this amount $12,000 was
related  to prior quarter earnings and $33,000 was for current quarter earnings.
Additional  earnings  in  the  quarter  ended December 31, 1999 of approximately
$6,700  will  be  paid  in  the  quarter  ending  March 31, 2000.  There were no
additional  accruals  of  consulting  fees  to  William  L.  Grivas.

All  related party transactions are reviewed and approved by the Audit Committee
of  the  Board  of  Directors.


12.     SEGMENT  INFORMATION

The  Company's  operations are classified into two reportable business segments:
Electronic  Manufacturing  Services and Metal Manufacturing Services. Electronic
Services  manufactures  and  sells  electronic  products,  including  electronic
enclosed  systems,  utilized  in  technology  intensive  products  and  business
environments.  This  segment  is  primarily  comprised of I-PAC.  Metal Services
manufactures  and  sells  stamped  and  machined  metal  products  and services,
including  phosphate  and  heat treat services, utilized in military, government
and  commercial  weaponry  products.  This  segment  is  comprised  of  NMT  and
Precision  Machining.

In evaluating financial performance, management focuses on operating income as a
measure of profit or loss. Operating income is before interest expense, interest
income  and  income tax expense. The accounting policies of the segments are the
same  as  those described in the summary of significant accounting policies. The
following  table  summarizes  financial  information  by  business  segment from
continuing  operations.


<TABLE>
<CAPTION>



                                        Three Months              Nine Months
                                    --------------------      --------------------
(000's omitted)                      Ended December 31,         Ended December 31,
                                    --------------------      --------------------
<S>                                    <C>         <C>            <C>        <C>
Revenue: . . . . . . . . . . .        1999        1998           1999        1998
                                    ---------  ---------       ---------  ----------
Electronic Manufacturing Services.  $ 1,570   $ 1,485            $ 4,267   $ 2,811
Metal Manufacturing Services . . .  $   535   $   115            $ 2,082   $   115
Other. . . . . . . . . . . . . . .     --        --                  --       --
                                    ---------  ---------       ---------  ----------
Total. . . . . . . . . . . . . . .  $ 2,105   $ 1,600            $ 6,349   $ 2,926
                                    ---------  ---------       ---------  ----------

                                        Three Months              Nine Months
                                    --------------------      --------------------
                                     Ended December 31,          Ended December 31,
                                    --------------------      --------------------
Segment operating profit/(loss):      1999        1998            1999       1998
                                    ---------  ---------       ---------  ----------
Electronic Manufacturing Services.  $  (144)  $  (582)          $   (640)  $  (834)
Metal Manufacturing Services . . .  $  (471)  $   (72)          $ (1,360)  $   (72)
Other. . . . . . . . . . . . . . .  $     2       --            $     28        -
                                    ---------  ---------       ---------  ----------
Total. . . . . . . . . . . . . . .  $  (613)  $  (654)          $ (1,972)  $  (906)
                                    ---------  ---------       ---------  ----------
</TABLE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATIONS

Management's  discussion  and  analysis  of  financial  condition and results of
operations  should  be  read  in  conjunction  with  the  consolidated financial
statements  and  unaudited  notes  to consolidated financial statements included
elsewhere  herein.

THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO THE THREE MONTHS ENDED DECEMBER
31,  1998

Continuing  Operations
----------------------

On  June  5,  1998,  the  Company acquired I-PAC and on July 1, 1998 the Company
acquired  MGM.  Both  acquisitions  were treated as purchases for accounting and
financial  purposes.  Accordingly,  the  three  month period ending December 31,
1999  represents  the  second full quarter of comparative results with the prior
year  for  the Electronic Manufacturing Services Group ("EMS").  On November 27,
1998  the Company acquired certain assets and the business operations of Amcraft
and  incorporated the operations as I-PAC Precision Machining, Inc.  On December
18,  1998  the  Company  acquired  certain assets and the business operations of
Greene  International  West,  Inc.  and  incorporated the operations as National
Metal  Technologies,  Inc.  Both  acquisitions  were  treated  as  purchases for
accounting  and  financial  purposes.  These  two  entities  comprise  the Metal
Manufacturing  Services  Group  ("MMS")  of National Manufacturing Technologies,
Inc.  Accordingly,  the  three  month period ending December 31, 1999 represents
less  than one full month of comparative results with the prior year for the MMS
Group.

Consolidated  revenues  for  the  quarter  ended  December  31,  1999  increased
approximately  $505,000  or 31.6% to  $2,105,000 from $1,600,000 for the quarter
ended  December  31,  1998.  EMS revenue increased $85,000 or 5.7% to $1,570,000
from  $1,485,000 for the quarter ended December 31, 1998.  MMS revenue increased
$420,000  or 365.2% to $535,000 from $115,000 for the quarter ended December 31,
1998.  An  increase  in the EMS group backlog is expected to generate additional
revenue  growth  in  the  March 31, 2000 quarter.  The large increase in the MMS
Group  revenue  is  due to the fact that the MMS Group was only in operation for
less  than  one  month  in  the  quarter  ended  December  31,  1998.

Consolidated  gross  margin  for  the  quarter ended December 31, 1999 increased
$243,000  or  53.2%  to $700,000 or 33.3% from $457,000 or 28.6% for the quarter
ended  December  31,  1998.  This increase is primarily attributable to improved
margins  in the EMS Group, and the inclusion of one full quarter of activity for
the  MMS Group as compared to less than one month of activity in the same period
of  1998.  Total  gross  margin as a percent of revenues was 33.3% for the three
months  ended  December  31, 1999 as compared to 28.6% during the same period of
1998.  The  1999  amount  is  comprised  of  approximately  $645,000 or 41.1% of
electronic  manufacturing  services  gross margin, and $55,000 or 10.2% of metal
manufacturing  services  gross margin.  EMS gross margin increased approximately
11.0%  to  41.1%  from  30.1%  in  the  quarter  ended  December  31, 1998.  The
consolidated  gross  margin  represents an amount considered by management to be
less  than  expected under normal operating conditions.  The MMS gross margin is
significantly  less  than  expected under normal operating conditions due to the
low  volume  of  activity.  Increased backlog will result in improved margins as
the  capacity  of  the  metal  stamping  operation  becomes more fully utilized.

Consolidated  selling,  general,  and  administrative  ("SG&A") expenses for the
quarter  ended  December  31,  1999 increased $202,000 or 18.2% to approximately
$1,313,000.  This  amount  is  comprised  of approximately $401,000 of corporate
SG&A  expenses, $485,000 of electronic manufacturing services SG&A expenses, and
$427,000  of  metal  manufacturing services SG&A expenses.  No corporate general
and administrative expenses were allocated to discontinued operations; therefore
all  SG&A expenses  for the full quarter are allocated to continuing operations.

Consolidated  other  income  for  the  quarter  ended  December 31, 1999 totaled
approximately  $180,000 compared to an expense of  $28,000 for the quarter ended
December  31,  1998.  It  was comprised primarily of interest expense of $40,000
and  other  income of $220,000.  The other income resulted from accounts payable
settlements  in  the  amount  of  $33,000,  rental  income  of $16,000, bad debt
recovery  of  $11,000,  purchase  accounting  adjustments  for  NMT of $132,000,
purchase  accounting  adjustments  for I-PAC Precision Machining of $24,000, and
miscellaneous  income  of  $4,000.

The  net  effect  of  the  increases  in  revenues and increases in other income
resulted  in  a  consolidated  net  loss  from continuing operations of $433,000
($0.04  per  share) for the quarter ended December 31, 1999.  This is a decrease
of  $207,000 or 32.3% from the net loss from continuing operations from the same
period  in  1998  of $640,000.  This decrease was comprised of a net loss in the
MMS  Group  of  $337,000 or 63.0%, and a net loss in the EMS Group of $96,000 or
6.1%.  This  is  a  decrease  in  the  EMS  Group net loss of $495,000 or 83.9%,
compared  to  a net loss of $590,000 or 39.7% for the quarter ended December 31,
1998.  The  loss  in  the  MMS  Group  was  due  mainly  to  low  volume.

Management  believes  that the MMS Group was still operating significantly below
full  capacity levels for the period ending December 31, 1999.  Revenues for the
quarter  ending  March 31, 2000 will exceed the December 31, 1999 quarter as the
Company begins its initial shipments against orders received at the end of 1999.
The Company has arranged for additional reliable supplies of quality cold rolled
steel  to  support the increased demand for MMS products.

There  was  no  gain  or  loss  during  the quarter ended December 31, 1999 from
discontinued  operations,  therefore the net loss for the quarter ended December
31,  1999  was $433,000 ($0.04 per share) compared to a net loss for the quarter
ended  December  31,  1998  of  $640,000  ($0.07  per  share).

Discontinued  Operations
------------------------

On  June  21,  1999,  the  Company  closed the sale of its scanner operations to
Scan-Optics.

There  was  no  income  related  to  the  discontinued operations in the current
quarter.  This  compares  with income from discontinued operations for the three
months  ended  December  31, 1998 of $42,000. Current liabilities related to the
disposal  of the scanner operation total approximately $518,000.  The Company is
in the process of negotiating settlements on some of these remaining liabilities
and  may  generate additional savings based on these settlements, although there
can  be  no  assurance  that these settlements will result in additional income.

During fiscal 1997, the Company sold its court reporting business (Xscribe Legal
Systems,  Inc.) and discontinued Lexia Systems, Inc. Current liabilities related
to  Lexia Systems, Inc. total approximately $531,000.  Of this total $457,000 is
related  to  accounts  payable  and  unpaid  rent claims to ICL as stated above.
Lexia  disputes any liability with respect to ICL in light of its own offsetting
claims and defenses.  There is no income for the three months ended December 31,
1999  related  to  Lexia  Systems,  Inc.


NINE  MONTHS  ENDED DECEMBER 31, 1999 COMPARED TO THE NINE MONTHS ENDED DECEMBER
31,  1998


During  the  quarter  ended  December  31,  1998,  the  Company  completed  the
acquisition  of  certain  assets  and  the  business  operations  of  Greene
International  West,  Inc.  and  incorporated  the  operations as National Metal
Technologies, Inc.  The Company also completed the acquisition of certain assets
and the  business operations of Amcraft and incorporated the operations as I-PAC
Precision  Machining,  Inc.  These  operations  comprise the Metal Manufacturing
Services  Group  ("MMS")of  National  Manufacturing Technologies, Inc.  Thus the
comparative  results  include  less than one month of operating activity for the
MMS  Group  in  the  quarter  ending  December  31,  1998.

Consolidated  revenues  in  the  nine  months  ended December 31, 1999 increased
$3,423,000  or  117.0%  to  $6,349,000  from $2,926,000 in the nine months ended
December 31, 1998. This increase was primarily attributable to the fact that the
Electronic  Manufacturing  Services  Group ("EMS") Group was not operating for a
full  nine  months in 1998 but only from June 5, 1998 through December 31, 1998.
The  MMS  Group was operating for less than one month during this time period in
1998.  If  the  EMS Group had operated for a full nine months the revenues would
have increased $908,000 or 27.0% to $4,267,000 from $3,359,000.  The increase is
primarily  attributable  to  a  rise  in  demand  from  major  customers.

Consolidated  gross  margin in the nine months ended December 31, 1999 increased
$1,126,000  or  129.7%  to  $1,994,000  from  $868,000  in the nine months ended
December  31,  1998.  The overall 31.4% gross margin during the nine months just
ended  was greater than the 29.7% gross margin percentage for the same period of
the  prior year. Of the $1,994,000 gross margin, $476,000 was related to the MMS
Group  and  $1,518,000  was  related  to  the  EMS  Group.

Selling,  general  and administrative expenses ("SG&A") in the nine months ended
December  31, 1999 increased  $2,192,000 or 123.6% to $3,966,000 from $1,774,000
in the nine months ended December 31, 1998.   These increases were primarily the
result  of  the  inclusion of MMS expenses and a shorter time period in 1998 for
EMS  expenses.  As  a percent of revenue, SG&A in the nine months ended December
31,  1999  increased  to  62.4% from 60.6% in the nine months ended December 31,
1998.

Other  income of $171,000 in the nine months ended December 31, 1999 compares to
expense  of $137,000 in the nine months ended December 31, 1998.  This income is
comprised  of  $191,000  of  interest  expense, $206,000 of income from rent and
accounts  payable  settlements,  and $156,000 of purchase accounting adjustments
for  the  NMT  and  I-PAC Precision Machining acquisitions.  The net decrease of
$308,000  is  primarily  the result of settlement income and purchase accounting
adjustments.

There was no provision for income taxes booked in the nine months ended December
31, 1999, the same as in the nine months ended December 31, 1998, because of the
effects  of  net  operating  loss  carry  forwards.

The  net  effect  of  the  increases in SG&A and the low volume in the MMS Group
resulted  in an increase in the loss from continuing operations between years of
$758,000,  to  $1,801,000  in the nine months ended December 31, 1999, or  $0.18
per  share.  This  compares to $1,043,000 or  $0.12 per share in the nine months
ended  December  31, 1998.  There was income from discontinued operations in the
current  nine  months  ended  December 31, 1999 of $761,000, or $0.08 per share,
compared  to  a loss of $246,000, or $.03 per share from discontinued operations
in  the  nine  months  ended  December 31, 1998.  The results were a net loss of
$1,040,000  or  $0.10  per  share in the current nine-month period compared to a
loss  of  $1,289,000  or  $0.15  per  share  in  the  prior  nine-month  period.

Significant  contract awards to the MMS Group and an increase in backlog for the
EMS  Group  will  result  in  increased revenues in the quarter ending March 31,
2000.  Total  Company  backlog,  including  multi-year  contracts,  exceeds  $19
million.
                         LIQUIDITY AND CAPITAL RESOURCES

   RECENT AND FUTURE SOURCES OF AND DEMANDS ON LIQUIDITY AND CAPITAL RESOURCES
   ---------------------------------------------------------------------------

On June 18, 1999, the Company entered into a $1,500,000 credit facility with its
primary lender that included a $1,200,000 A/R line of credit and a $300,000 term
loan.  Under  the  terms  of  this agreement, total borrowings under the line of
credit  were  limited  to  the  lesser of $1,200,000 or 80% of eligible accounts
receivable (as defined under the agreement).  In December 1999, the A/R line was
increased  to $2,000,000, and two inventory lines for $650,000 were added to the
existing  line.  Outstanding  borrowings  are collateralized by primarily all of
the  Company's  assets.  Total  borrowings  under  the  metal  inventory line is
limited to the lesser of $300,000 or 70% of the cost of eligible metal inventory
(as  defined  under  the  agreement).  Total  borrowings  under  the electronics
inventory  is  limited  to the lesser of $350,000 or 35% of eligible electronics
inventory  (as defined under the agreement).  The line of credit expires on June
30,  2001.  The  balance  outstanding as of March 23, 2000 was $1,657,000 on the
A/R  line,  $255,000 on the term loan, and $401,000 on the inventory lines.  The
line  of  credit  accrues interest on outstanding borrowings at the bank's prime
rate  plus  4%  per  annum.

In  December  1998, NMT became obligated under a five-year note, payable to GIW,
in  the amount of $350,000, bearing interest at 8%.  Future note payments may be
made  in  a combination of National Manufacturing Technologies stock and cash at
the  election of the parties.  In addition, NMT entered into a capital lease for
the  purchase  of  GIW  equipment,  with an option to purchase the equipment for
$490,000  at  the  end  of  the one-year period.  The first year rental payments
under  the  equipment lease were satisfied with the issuance of 25,000 shares of
National  Manufacturing  Technologies  common  stock  valued at $2.00 per share.
National Manufacturing Technologies agreed to price protect the shares issued to
GIW  shareholders  at  a price of $2.00 per share, at a point two years from the
closing  date,  for these initial shares issued for the first year's payments on
the  note and the equipment lease.  The Company exercised its option to purchase
this  equipment  on  December 1, 1999 and now is obligated, to GIW, under a four
year note in the amount of $490,000 which bears interest at 8%.  NMT also agreed
to  pay  GIW  certain  royalties  (1.75%  of sales to existing customers) over a
three-year  period.  All  royalties  are payable in common stock or cash, at the
Company's  election.  As  of  March 1, 2000, a total of 116,000 shares of common
stock  had  been  issued to GIW for the first 12 months of royalty payments.  On
March  5,  2000,  the agreement with GIW was modified so that all future royalty
payments  are  payable  in  cash.

The Company is obligated under a series of notes payable totaling $271,000 as of
December  31,  1999.  These  notes  bear  interest at a rate of 8% per annum and
mature  in April 2000.  Interest and principal payments totaling $16,000 are due
monthly.  Since  October  1998,  the Company made two payments on these notes in
July  1999 and August 1999.  The Company is attempting to accelerate the monthly
payments  required  under  these  notes.  These  notes  are  included  in  net
liabilities  of  discontinued  operations.

The  Company also has certain equipment notes in the aggregate amount of $29,000
with interest rates varying between 8% and 26.6% with final payments due between
2000  and  2005.  These notes are collateralized by equipment.  In addition, the
Company  also  has  certain  capital leases in the aggregate amount of $238,000,
calling  for  minimum  monthly  payments  aggregating  approximately $15,000 per
month.

During  September  1998,  The  Company's wholly owned subsidiary, Lexia Systems,
settled  its outstanding dispute with Fujitsu.  As a result, the Company reduced
its  previously  recorded liability of $340,000 to Fujitsu to $200,000 and began
making  payments  against this liability in November 1998 with the final payment
due to Fujitsu in June 1999.  As of December 1999, the Company has made payments
totaling  $25,000  since  July  1999  on  this liability which is currently at a
balance  of  $65,000.  Lexia  also  has recorded liabilities reflecting accounts
payable  and  unpaid  rent  claims  of ICL and related entities in the amount of
$457,000  at  December  31,  1999.  These  liabilities  are  included  in  net
liabilities  of  discontinued  operations.  Lexia  disputes  any  liability with
respect  to ICL in light of its own offsetting claims and defenses.  There is no
assurance  that  Lexia  will  be  successful  in prevailing in its position with
regard  to  outstanding  claims  previously  made  by  ICL.

The  Company's  sources  of  future short-term liquidity are its cash balance of
$43,000  as  of  December  31  1999,  and the unused amount of its $2.95 million
credit  facility.   $2.0  million  of  this  credit facility is a line of credit
against eligible accounts receivable.  $300,000 of the credit facility is a term
loan  that funded on September 30, 1999 and is due in equal monthly installments
of $6,250 over 2 years with a final payment of $150,000.  $650,000 of the credit
facility can be used against eligible inventory.  Availability under the line of
credit  can be limited based upon the balance of eligible accounts receivable as
described  above.  Availability  under  the  inventory  lines  of  credit can be
limited  based  upon  the  balance  of  eligible metal inventory and electronics
inventory  as  described above.  Increased limits for this line were established
in December, 1999.  The A/R line was increased to $2.0 million from $1.2 million
to  aid  revenue  growth  in  the  metals  and  electronics  segments.

The  Company is currently obligated as a guarantor under an assignment agreement
of  a  lease  in the amount of approximately $18,550 per month through September
2002.  As  of  December  31,  1999, the Company has not been required to pay any
amounts  related  to  this  guarantee.  The  Company  is  also  obligated to pay
approximately  $5,000  per  month  on  various  other  leases.  Aside from these
commitments,  the  Company  has  not  made  any  material  commitments.

The Company anticipates that its current cash position, revenue from operations,
and  funds  from  its existing line of credit, will be sufficient to finance its
working  capital  and capital requirements for the next twelve months.  However,
the  Company's  capital requirements may increase as a result of competitive and
technological  developments and the terms and conditions of any future strategic
transactions.  Although  there can be no assurance that the Company will be able
to  raise  additional  capital under favorable terms, if at all, the Company was
successful  in  negotiating  an  increase  of  $1,450,000 in its credit facility
during  the  quarter  ended  December  31,  1999.

                          NEW ACCOUNTING PRONOUNCEMENT
                          ----------------------------

Statement  of Financial Accounting Standards No. 133, "Accounting for Derivative
Financial Instruments and Hedging Activities" ("SFAS 133") issued by the FASB is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
SFAS  133  provides  a comprehensive and consistent standard for the recognition
and  measurement  of  derivatives  and hedging activities.  The Company does not
expect  adoption of SFAS 133 to have a material effect on its financial position
or  results  of  operations.

                                    YEAR 2000
The  Company  believes  that its products are fully Year 2000 compliant.  All in
house  computers  have  been  tested and upgraded to be Year 2000 compliant.  In
house  financial  software  has  been  upgraded  to  be  Year  2000  compliant.
The  Company  has  contingency  plans to address Year 2000 issues that do arise.
Although  no assurance can be made, given the nature of its major customers, the
Company does not expect that it will encounter significant problems with respect
to  customer  compliance  with  Year  2000  issues.

The  SEC's  recent  guidance for Year 2000 disclosure also calls on companies to
describe  their most likely worst case Year 2000 scenario.  The Company believes
that  the  most  likely worst case scenario is the requirement to add additional
staff  or  reassign  existing  staff or acquire additional equipment or software
during  the  time  period  leading  up to and immediately following December 31,
1999, in order to address Year 2000 issues that unexpectedly arise.  As of March
10,  2000 there have been no significant Year 2000 issues that have affected the
Company's  operations.

     THIS  10-QSB CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS     AND
     UNCERTAINTIES. THESE  STATEMENTS INCLUDE, WITHOUT  LIMITATION,   STATEMENTS
     RELATING  TO THE COMPANY'S PLANS AND OBJECTIVES  FOR     FUTURE  OPERATIONS
     INCLUDING ACQUIRING OTHER BUSINESSES, INCREASING      SALES  AND  IMPROVING
     MARGINS,  ASSUMPTIONS  AND  STATEMENTS  RELATING TO   THE COMPANY'S  FUTURE
     ECONOMIC  PERFORMANCE  AND OTHER NON-HISTORICAL INFORMATION. THE  COMPANY'S
     ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HEREIN. FACTORS
     THAT  COULD  CAUSE  OR  CONTRIBUTE  TO  SUCH  DIFFERENCES  INCLUDE, WITHOUT
     LIMITATION, THOSE  RISKS  DISCUSSED  UNDER  THE  HEADING  "ADDITIONAL  RISK
     FACTORS"  AS WELL  AS OTHER  FACTORS  AS  DISCUSSED IN THE COMPANY'S ANNUAL
     REPORT   ON  FORM  10-KSB  FOR  THE  FISCAL  YEAR  ENDED  MARCH  31,  1999.


<PAGE>

PART  II  -  OTHER  INFORMATION

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

          None

ITEM  5.  OTHER  INFORMATION

          None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

          a.     Reports  on  Form  8-K
                 None

          b.     Exhibits
                 27     Financial  Data  Schedule


<PAGE>
                                  SIGNATURES

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

<TABLE>
<CAPTION>


                                  NATIONAL MANUFACTURING TECHNOLOGIES, INC.
<S>                                             <C>


Date:  March 23, 2000                           by  /s/ Patrick W. Moore
                                                ------------------------
                                                 Patrick W. Moore
                                                 Chairman, Chief Executive
                                                 Officer and President

Date:  March 23, 2000                           by  /s/ Larry Naritelli
                                                ------------------------
                                                 Larry Naritelli
                                                 Controller
                                                 Principal Accounting Officer

</TABLE>