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 June 30, 2000

(    )          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 incorporation or organization)
                        (IRS Employer Identification No.)

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 August 1, 2000, 10,540,000 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  June 30, 2000 (unaudited) and March 31, 2000   2

Unaudited consolidated statements of operations for the three months ended
June 30, 2000 and 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

Unaudited consolidated statements of cash flows for the three months ended
June 30, 2000 and 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   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 1: LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ITEM 2: CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . .  16

ITEM 3: DEFAULT UPON SENIOR SECURITIES. . . . . . . . . . . . . . . . . . . . .  16

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

<PAGE>



</TABLE>



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

<TABLE>
<CAPTION>




<S>                                                     <C>              <C>
                                                                  JUNE 30, 2000
ASSETS . . . . . . . . . . . . . . . . . . . . . . . .      (UNAUDITED)  MARCH 31, 2000
                                                        ---------------  ----------------
Current assets:
   Cash. . . . . . . . . . . . . . . . . . . . . . . .  $      105,000   $       101,000
  Accounts receivable, net of allowance
       of $503,000 and $584,000. . . . . . . . . . . .       3,602,000         2,450,000
  Inventories. . . . . . . . . . . . . . . . . . . . .       1,735,000         1,254,000
  Prepaid expenses and other . . . . . . . . . . . . .          58,000            31,000
                                                        ---------------  ----------------
       Total current assets. . . . . . . . . . . . . .       5,500,000         3,836,000

Property and equipment, net. . . . . . . . . . . . . .       4,542,000         4,638,000
Goodwill, net. . . . . . . . . . . . . . . . . . . . .       2,637,000         2,373,000
Other assets . . . . . . . . . . . . . . . . . . . . .          13,000            12,000
                                                        ---------------  ----------------

Total assets . . . . . . . . . . . . . . . . . . . . .  $   12,692,000   $    10,859,000
                                                        ===============  ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable. . . . . . . . . . . . . . . . . .  $    2,337,000   $     1,624,000
   Accrued liabilities . . . . . . . . . . . . . . . .       1,559,000         1,441,000
   Credit facility . . . . . . . . . . . . . . . . . .       2,842,000         2,368,000
   Net liabilities of discontinued operations. . . . .         398,000           911,000
   Current maturities of long-term debt. . . . . . . .         505,000           547,000
                                                        ---------------  ----------------
       Total current liabilities . . . . . . . . . . .       7,641,000         6,891,000

Other long-term liabilities. . . . . . . . . . . . . .         647,000           557,000
Long-term debt . . . . . . . . . . . . . . . . . . . .       3,498,000         3,563,000
                                                        ---------------  ----------------

Total liabilities. . . . . . . . . . . . . . . . . . .      11,786,000        11,011,000
                                                        ---------------  ----------------
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 and 10,540,000 and 10,114,000 shares
       issued and outstanding respectively . . . . . .      21,801,000        21,449,000
   Additional paid-in capital. . . . . . . . . . . . .         174,000           166,000
   Accumulated deficit . . . . . . . . . . . . . . . .     (21,069,000)      (21,767,000)
                                                        ---------------  ----------------
       Total shareholders' equity. . . . . . . . . . .         906,000          (152,000)
                                                        ---------------  ----------------

                                                        $   12,692,000   $    10,859,000
                                                        ===============  ================
</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 June 30
                                                      2000         1999
                                                  ------------  -----------
<S>                                               <C>           <C>

Revenues . . . . . . . . . . . . . . . . . . . .  $ 5,014,000   $1,753,000
Cost of revenues . . . . . . . . . . . . . . . .    3,376,000    1,158,000
                                                  ------------  -----------

Gross profit
                                                    1,638,000      595,000
   Selling, general and administrative expenses.    1,343,000    1,446,000
                                                  ------------  -----------

Operating income/(loss). . . . . . . . . . . . .      295,000     (851,000)
                                                  ------------  -----------


Other expense, net . . . . . . . . . . . . . . .      (72,000)     (77,000)
                                                  ------------  -----------
Income/(loss) from continuing operations before
   income taxes. . . . . . . . . . . . . . . . .      223,000     (928,000)
Provision for income taxes . . . . . . . . . . .           --           --
                                                  ------------  -----------
Income/(loss) from continuing operations . . . .      223,000     (928,000)

Income from discontinued operations. . . . . . .      475,000      391,000
                                                  ------------  -----------

Net income/(loss). . . . . . . . . . . . . . . .  $   698,000   $ (537,000)
                                                  ============  ===========



Basic net income/(loss) per share:
   Continuing operations . . . . . . . . . . . .  $      0.02   $    (0.09)
   Discontinued operations . . . . . . . . . . .  $      0.05   $     0.04
                                                  ------------  -----------
   Net income/(loss) . . . . . . . . . . . . . .  $      0.07   $    (0.05)
                                                  ============  ===========

Basic weighted average number of common shares
  outstanding. . . . . . . . . . . . . . . . . .   10,234,000    9,914,000
                                                  ============  ===========

Diluted net income/(loss) per share:
   Continuing operations . . . . . . . . . . . .  $      0.02   $    (0.09)
   Discontinued operations . . . . . . . . . . .  $      0.04   $     0.04
                                                  ------------  -----------
   Net income/(loss) . . . . . . . . . . . . . .  $      0.06   $    (0.05)
                                                  ============  ===========

Diluted weighted average number of common
   shares outstanding. . . . . . . . . . . . . .   12,089,000    9,914,000
                                                  ============  ===========

</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>


                                                                  THREE MONTHS ENDED JUNE 30
                                                                      2000          1999
                                                                  ------------  ------------
<S>                                                               <C>           <C>
Cash flows from operating activities:
Net income/(loss): . . . . . . . . . . . . . . . . . . . . . . .  $   698,000   $  (537,000)
Net income from discontinued operations. . . . . . . . . . . . .      475,000       391,000
                                                                  ------------  ------------
Net income/(loss) from continuing operations . . . . . . . . . .      223,000      (928,000)
   Adjustments:
      Depreciation and amortization. . . . . . . . . . . . . . .      125,000        14,000
      Amortization of goodwill . . . . . . . . . . . . . . . . .       51,000        19,000
      Provision for doubtful accounts. . . . . . . . . . . . . .      (81,000)      (35,000)
      Provision for inventory. . . . . . . . . . . . . . . . . .           --         8,000
      Options issued for compensation. . . . . . . . . . . . . .        7,000            --

      Changes in assets and liabilities, net of assets acquired:
         Accounts receivable . . . . . . . . . . . . . . . . . .   (1,071,000)      626,000
         Inventories . . . . . . . . . . . . . . . . . . . . . .     (481,000)      (98,000)
         Prepaid expenses and current assets . . . . . . . . . .      (27,000)      (53,000)
         Other assets. . . . . . . . . . . . . . . . . . . . . .           --        50,000
         Accounts payable. . . . . . . . . . . . . . . . . . . .      713,000      (467,000)
         Accrued liabilities . . . . . . . . . . . . . . . . . .      118,000        65,000
         Other long-term liabilities . . . . . . . . . . . . . .       90,000            --
                                                                  ------------  ------------
    Cash used in continuing operations . . . . . . . . . . . . .     (333,000)     (799,000)
    Cash provided by (used in) discontinued operations . . . . .      (38,000)    2,493,000
                                                                  ------------  ------------
Cash provided by (used in) operations. . . . . . . . . . . . . .     (371,000)    1,694,000
                                                                  ------------  ------------

Cash flows from investing activities:
    (Acquisition) disposal of property and equipment . . . . . .      (30,000)       22,000
    Costs of acquisitions. . . . . . . . . . . . . . . . . . . .      (50,000)      (76,000)
                                                                  ------------  ------------
Cash used in investing activities. . . . . . . . . . . . . . . .      (80,000)      (54,000)
                                                                  ------------  ------------

Cash flows from financing activities:
Borrowings (payments) under credit facility and long-term debt .      368,000    (1,820,000)
Cash received for the issuance of stock. . . . . . . . . . . . .       87,000            --
Proceeds from sale of land and building. . . . . . . . . . . . .           --       651,000
                                                                  ------------  ------------
Cash provided by (used in) financing activities. . . . . . . . .      455,000    (1,169,000)
                                                                  ------------  ------------


Increase  in cash. . . . . . . . . . . . . . . . . . . . . . . .  $     4,000   $   471,000
Cash at beginning of period. . . . . . . . . . . . . . . . . . .      101,000        42,000
                                                                  ------------  ------------
Cash at end of period. . . . . . . . . . . . . . . . . . . . . .  $   105,000   $   513,000
                                                                  ============  ============


Supplemental disclosure of non-cash investing and financing
activities:
  Cash paid for acquisition. . . . . . . . . . . . . . . . . . .  $   265,000            --
  Common stock issued. . . . . . . . . . . . . . . . . . . . . .  $   265,000            --
</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 JUNE 30, 2000 AND MARCH 31, 2000 AND
                FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (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. 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.  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, 2000.  The results for the interim
periods presented are not necessarily indicative of results to be expected for a
full  year.

The  Company's accompanying financial statements have been prepared assuming the
Company  will  continue  as a going concern.  As discussed in the Company's Form
10-KSB, for the year ended March 31, 2000, the Company has experienced recurring
losses in prior years and has a working capital deficiency on its balance sheet.
The  Company  believes  that  the  quarter  ended June 30, 2000 is indicative of
operating  results  that  are  required to continue as a going concern.  For the
quarter  ended  June  30,  2000,  the  Company  reported  income from continuing
operations  of  $223,000  as  compared to a net loss of $928,000 from continuing
operations.  In  addition,  the  Company's  balance  sheet  as  of June 30, 2000
reflects  positive  shareholder's  equity  of  $906,000  as  compared  to  a
shareholder's  deficit  as  of  March  31,  2000  of  $152,000.


<PAGE>
2.     CREDIT  FACILITY

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.  In  June  2000,  the  A/R  line  was  increased to $3,000,0000.
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  August  11,  2000  was $2,408,000 on the A/R line,
$288,000  on  the  term  loan, and $420,000 on the inventory lines.  The line of
credit  accrues interest on outstanding borrowings at the bank's prime rate plus
4%  per  annum.

On  July  6,  2000,  in conjunction with the A/R line increase in June 2000, the
Company  issued  a  Warrant to purchase common stock to its primary lender.  The
Warrant  allows  the  holder  to purchase 200,000 shares of the Company's common
stock  at  a  price  of  $1.43 per shares; the Warrant expires on June 18, 2001.

In  June  1999  the Company repaid a $2,100,000 credit facility with its primary
bank  that  included  a $1,500,000 line of credit and a $600,000 term loan.  The
line  of  credit  accrued interest on outstanding borrowings at the bank's prime
rate  plus 1% per annum until March 1, 1999, after which interest accrued at the
bank's  prime  rate plus 6% per annum.  Under the terms of this agreement, total
borrowings  under the line of credit were limited to the lesser of $1,500,000 or
70%  of  eligible  accounts  receivable  (as  defined under the agreement).  The
Company  paid  all  outstanding  balances under this credit facility on June 21,
1999.


3.     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.  Other includes corporate expenses, charges that
do  not  relate  to  current  operations,  divested operations and inter-company
elminations.  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.

<PAGE>
<TABLE>
<CAPTION>


                      THREE MONTHS ENDED  THREE MONTHS ENDED
(000's  omitted)        JUNE  30,  2000      JUNE  30,  1999
                         ---------------     ---------------

<S>                               <C>                    <C>
REVENUE:
  Electronic Services. . . . . .  $3,526             $   885
  Metal Services . . . . . . . .   1,488                 842
  Other. . . . . . . . . . . . .       -                  26
                                  ------             -------
  Total. . . . . . . . . . . . .  $5,014             $ 1,753
                                  =======            =======

SEGMENT OPERATING PROFIT (LOSS):
  Electronic Services. . . . . .  $  550             $ (334)
  Metal Services . . . . . . . .    (190)              (517)
  Other. . . . . . . . . . . . .     (65)                --
                                  ------             -------
  Total. . . . . . . . . . . . .  $  295             $ (851)
                                  =======            =======
</TABLE>




4.     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 income
(loss)  in  addition  to  net  income (loss) for the period.  The Company had no
components  of  comprehensive  income  during  the  periods  presented.


5.     INCOME  TAXES

The  Company's  effective  tax  rate  differs from the statutory tax rate due to
valuation  allowances  on  deferred  tax  assets.


6.     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 EPS was
10,234,000  and  9,914,000, in the first quarters of fiscal years 2000 and 1999,
respectively.  Diluted  EPS  reflects  the potential dilution of securities that
could  share  in  the  earnings  of  the  Company, similar to fully diluted EPS.
Incremental shares from assumed conversions of options and warrants representing
approximately 1,736,000 shares were used in computations of diluted earnings per
share for the three months ended June 30, 2000. For the three month period ended
June  30,  2000,  outstanding  options  and  warrants  for  the  purchase  of
approximately  103,000  shares were not used in computations of diluted earnings
per  share because they were priced above the average market value for the three
month  period  ending  June  30, 2000. For the three months ended June 30, 1999,
options and warrants to purchase approximately 1,607,000 shares were not used in
computations  of  diluted  earnings  per  share  because  their  effect  was
anti-dilutive.


<PAGE>
7.     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  was  subject  to  adjustment  based upon certain additional due
diligence  to  be  completed  by  Scan-Optics  within ninety days.  There was no
subsequent  adjustment.

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

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

During fiscal 1997, the Company sold its court reporting business (Xscribe Legal
Systems,  Inc.)  and  discontinued Lexia Systems, Inc.  Of the total liabilities
related  to  Lexia  Systems,  Inc.  $457,000  is related to accounts payable and
unpaid  rent  claims  to International Computers Limited, Inc.  ("ICL"). Current
year  income from discontinued operations included $457,000 for the write-off of
accounts payable and unpaid rent claims of ICL which had been carried on Lexia's
books.  Lexia had disputed these liabilities with respect to ICL in light of its
own  offsetting  claims and defenses.  The legal statute of limitations on these
ICL  claims  expired  in  the  quarter  ended  June  30,  2000.


8.     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.

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.  During the quarter ended June 30, 2000, 181,664
shares  were issued to the former I-PAC shareholders in relation to the exercise
of  pre-merger  stock  options.  As of August 1, 2000, a total of 488,321 shares
have been issued to the former I-PAC shareholders in relation to the exercise of
pre-merger  stock  options  and  254,416  pre-merger options and warrants remain
outstanding  which, if exercised, would result in additional issuances of shares
to the former I-PAC shareholders.  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 are treated in accordance with
APB  16,  in  that  any additional shares are 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  is  amortized  over  a  twenty  year  period.  As of August 1, 2000, the
Company  is  currently  reviewing,  but  has  not yet made a determination as to
whether  any  performance  milestones  have  been  achieved


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 for approximately $27,000.
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.     RELATED  PARTY  TRANSACTIONS

During the quarter ended June 30, 2000 the Company recorded approximately $9,000
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 $32,000 in the quarter ended June
30, 1999.  During the quarter ended June 30, 2000 the Company paid approximately
$9,000  of  these  earn  out  accruals as compared to $32,000 during the quarter
ended  June  30, 1999.  At June 30, 2000 the Company had approximately $6,000 in
earn  out  payments  due  to  MGM.

During  the  quarter  ended  June  30,  2000 the Company did not pay anything to
Sullivan,  Hill,  Lewin,  Rez,  and Engle ("SHLRE") a law firm in which James P.
Hill,  a  director  and  major  shareholder, is a partner, as compared to $1,000
during the quarter ended June 30, 1999.  In the quarter ended June 30, 2000, the
Company  paid  approximately $7,000 to R. P. Hill and Lucy Hill, James P. Hill's
parents,  for  the  letter of credit they posted in the amount of $275,000 which
guarantees  the  capitalized  lease  payment on the 1958 Kellogg facility; final
interest  payment  is  due  on  July  2,  2003.

On  October  1,  1999,  the  Company  entered into a new independent contracting
agreement  with  William L. Grivas, Sr., a major shareholder, whereby Mr. Grivas
would  represent  the  Company  in  connection with selling or bartering certain
inventory  and  negotiating settlements of certain of the Company's liabilities.
The  agreement,  expires  on  September  30, 2002 and may be extended for twelve
months.  Under this consulting agreement, Mr. Grivas was paid $33,000 during the
quarter  ended  June  30,  2000.

In  the  quarter  ended June 30, 2000, the Company paid approximately $5,000 and
recorded  $8,000  in  accounts  payable  to  Epitech, Inc., a company that whose
officers  and  directors  include  William  L.  Grivas  and  Brian  Kissinger (a
Director),  for  materials  and  services.  In  addition,  the  Company recorded
accounts  receivable to Epitech for $18,000 for the quarter ended June 30, 2000.

During  the  quarter ended June 30, 2000, the Compensation Committee approved an
agreement  with  Jim  Hill whereas Mr. Hill would provide consulting services to
the Company on certain pending business transactions outside of the normal scope
of  services  of a director.  Mr. Hill was paid $5,000 for these services in the
quarter  ended  June  30,  2000.


11.     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.

<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  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, 2000.

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  JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
--------------------------------------------------------------------------------

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

Consolidated  revenues  for  the  quarter  ended  June  30,  2000  increased
approximately $3,261,000 or 186.0% to $5,014,000 from $1,753,000 for the quarter
ended  June 30, 1999.  The Electronic Manufacturing Services Group (EMS) revenue
increased  $2,641,000  or  298.4  %  to $3,526,000 from $885,000 for the quarter
ended  June  30,  1999.  The  Metal  Manufacturing  Services Group (MMS) revenue
increased  $645,000  or  76.6% to $1,488,000 from $842,000 for the quarter ended
June  30,  1999.  The  increase  in  the  EMS  Group revenue is the result of an
expanding  customer  base and increased demand from existing customers, which is
expected  to  continue.  Revenue  growth  for  the  MMS  Group  continued  to be
adversely  affected  by  shortages  of  raw  material  for  the  metal  stamping
operation.

Consolidated  gross  margin  for  the  quarter  ended  June  30,  2000 increased
$1,043,000  or 175.3% to $1,638,000 from $595,000 for the quarter ended June 30,
1999.  This  increase  is  primarily attributable to higher sales volume in both
the  EMS  and  MMS Group.  Total gross margin as a percent of revenues decreased
1.2%  to 32.7% for the three months ended June 30, 2000 as compared to 33.9% for
the  three  months ended June 30, 1999.  The current quarter amount is comprised
of  approximately  $1,233,000  or  35.0%  of  EMS  gross  margin, an increase of
$885,000  compared  with  $348,000 or 39.3% for the quarter ended June 30, 1999.
The  MMS  group gross margin increased $158,000 to $405,000 or 27.2% as compared
with  $247,000  or  29.3% for the quarter ended June 30, 1999.  The consolidated
gross  margin  represents  an  amount  considered  by management to be less than
expected  under  normal  operating conditions.  Margins are expected to increase
during the current year as shipments increase on new production contracts, there
is  increased  utilization  of  capacity,  and shortages of raw material for the
metal  stamping  operation  ease.

Consolidated  selling,  general,  and  administrative  ("SG&A") expenses for the
quarter  ended  June  30,  2000  decreased  $103,000  or  7.1%  to approximately
$1,343,000  from $1,446,000 for the quarter ended June 30, 1999.  This amount is
comprised  of  approximately  $326,000 of corporate SG&A expenses as compared to
$686,000  in  the  quarter  ended June 30, 1999.   The decrease is mainly due to
staff  reductions  which  occurred  as  a  result  of  the  sale  of the scanner
operations.   EMS  group SG&A expenses were $500,000, as compared to $330,000 in
the quarter ended June 30, 1999 and MMS group expenses were $517,000 as compared
to  $430,000 for the quarter ended June 30, 1999.  The increases in SG&A expense
at the group levels were mainly due to additional staff to support the increased
level  of  revenues.

Consolidated  operating  profit  for  the  quarter ended June 30, 2000 increased
$1,146,000  or  134.7%  from  an  operating  loss of $851,000, or (48.5%), to an
operating  profit  of  $295,000,  or  5.9%, for the quarter ended June 30, 1999.
This  increase  is  due  to strong revenue growth concentrated in the EMS group.
The  MMS  group is expected to increase profitability during the current year as
new  product  lines  with higher projected margins begin shipment.  In addition,
increased  use  of  capacity and the easing of shortages of raw material for the
metal  stamping operation are expected to increase margins and profitability for
the  MMS  group.

Consolidated  other  expense  for  the  quarter  ended  June  30,  2000  totaled
approximately  $72,000  compared  to an expense of $77,000 for the quarter ended
June  30,  1999.  It  was comprised primarily of interest expense of $184,000 as
compared  to  $109,000  for the quarter ended June 30, 1999, and other income of
$115,000.  The  other  income  resulted from accounts payable settlements in the
amount  of  $76,000,  bad  debt  recovery  of  $28,000, rental income of $5,000,
recognition  of deferred gain on the sale of assets of $4,000, and miscellaneous
income  of  $2,000.

The  net effect of the increases in revenues and lower SG&A expenses resulted in
a  consolidated  net  income from continuing operations of $223,000, or 4.4%, or
$0.02  basic and diluted earnings per share for the quarter ended June 30, 2000.
This is an increase of $1,151,000 in net income or 124.0% from the net loss from
continuing  operations  from  the  same  period  in  1999 of $928,000 ($0.09 per
share).  Net income reflects $441,000, or 12.5%, of net income attributed to the
EMS  Group,  an increase of $821,000, or 216.1%, from a net loss of $380,000, or
42.9%,  for  the  quarter  ended  June  30, 1999.  Net income includes a loss of
$218,000,  or  14.7%,  attributable to the MMS Group, a decrease of $304,000, or
58.2% from a net loss of $522,000, or 62.0%, in the quarter ended June 30, 1999.

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

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

Current  quarter income that is related to the discontinued scanner operation is
$18,000  which  is  related  to  a  write off of accounts payable as compared to
$391,000  for  the quarter ended June 30, 1999.  The quarter ended June 30, 1999
income  included $232,000 of inventory reserves related to the Photomatrix, Ltd.
scanner  operation that were not required and $159,000 of accruals for estimated
losses  at  the  Photomatrix,  Ltd.  operation  that  were  not  required.

During fiscal 1997, the Company sold its court reporting business (Xscribe Legal
Systems,  Inc.)  and  discontinued Lexia Systems, Inc.  Of the total liabilities
related  to  Lexia  Systems,  Inc.  $457,000  is related to accounts payable and
unpaid  rent  claims  to International Computers Limited, Inc.  ("ICL"). Current
year  income from discontinued operations included $457,000 for the write-off of
accounts payable and unpaid rent claims of ICL which had been carried on Lexia's
books.  Lexia had disputed these liabilities with respect to ICL in light of its
own  offsetting  claims and defenses.  The legal statute of limitations on these
ICL  claims  expired  during  the  quarter  ended  June  30,  2000.


                         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 totaling $650,000 were added to
the  existing line.  In June 2000 the A/R line was increased again to $3,000,000
to  support  revenue  growth.  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 August 11, 2000
was  $2,408,000  on  the A/R line, $288,000 on the term loan and $420,000 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 31, 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  to  be payable in cash.  As of July 20, 2000 the five year note to GIW
had  a  balance of approximately $306,000 and the four year equipment note had a
balance  of  $394,000.  To  date  the  scheduled note payments have been paid in
cash.

In  July  2000, the Company began negotiating the re-scheduling of the next four
quarterly  payments  due under five and four year notes discussed above, as well
as  modification  to  the  royalty  payment for the next two semi-annual royalty
periods.   GIW  agreed  that  if  the  next  note  payments  due in October were
accelerated  to  August  2000,  the  following three quarterly payments would be
re-scheduled  to the end of the current payment schedule which is December 2003,
and  will  accrue  8%  interest  from  the  original  payment  date  to  the new
re-scheduled  payment  date.  In addition, the next royalty payment due December
30, 2000, would be payable in stock in accordance with the original terms of the
agreement and the payment due June 30, 2001 could be payable in cash or stock at
GIW's  election.  Royalty  payments  thereafter  will  return to be paid in cash
only,  in  accordance with the amendment to the agreement reached in March 2000.
GIW  also agreed to take a subordinate position on the equipment acquired at the
time  of the original transaction with GIW and in return the Company granted GIW
a  Warrant  to  purchase  100,000 shares of common stock at an exercise price of
$1.438  or at a price to be adjusted at exercise if the stock price is not $2.00
at  July 6, 2002.  This subordination is intended to allow the Company to secure
additional  financing  against  that  equipment  as  collateral.

The Company is also obligated under a series of notes payable totaling $240,000.
as  of  June  30, 2000.  These notes bear interest at a rate of 8% per annum and
matured 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.  These  notes  are included in net liabilities of
discontinued  operations.

The  Company also has certain equipment notes in the aggregate amount of $32,000
as of June 30, 2000, with interest rates varying between 8% and 26.6% with final
payments  due  between  2001  and  2002.  These  notes  are  collateralized  by
equipment.  In  addition,  the  Company  also  has certain capital leases in the
aggregate amount of $2,770,000 as of June 30, 2000, which includes a capitalized
lease  for  the  property  at  1958  Kellogg,  Carlsbad,  CA,  in  the amount of
$2,700,000  and  capitalized  leases  on  equipment  in  the  amount of $70,000.
Combined  these  leases  call  for  minimum  monthly  payments  aggregating
approximately  $38,000  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 June 2000, 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  March  31,  2000.  These  liabilities  are  included  in  current
liabilities  as  net  liabilities of discontinued operations.  In June 2000, the
Company  wrote-off  the  $457,000  of accounts payable and unpaid rent claims of
International  Computers Limited, Inc. ("ICL") which had been carried on Lexia's
books.  Lexia had disputed these liabilities with respect to ICL in light of its
own  offsetting  claims and defenses.  The legal statute of limitations on these
ICL  claims  has  now  expired.

The  Company's  sources  of  future short-term liquidity are its cash balance of
$105,000  as of June 30, 2000, and the unused amount of its $3.95 million credit
facility.   $3.0  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.  This loan was refunded in
June  2000  to the original amount of $300,000 in order to finance new equipment
purchases.  The  current  balance  of  this term loan is approximately $288,000.
Additionally,  $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 and June 2000.  The A/R line was
increased  to $3.0 million from $2.0 million in June 2000.  Prior to that it was
increased  $2.0 million from $1.2 million in December 1999 to aid revenue growth
in  the  metals  and electronics segments.   The Company also expects additional
financing  from  the  equipment  re-financing  transaction  with  GIW  which was
discussed  above;  at this time, the Company does not have a reasonable estimate
of  the  dollar  value  of  this  potential  financing.

The  Company is currently obligated as a guarantor under an assignment agreement
of  a  lease.  The  amount  is approximately $18,550 per month through September
2002.  As  of  July  2000,  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.

In the first quarter of fiscal year 2001, current and former employees exercised
stock  options  to  purchase  a  total of 244,164 shares of the Company's common
stock.  These  exercises  in  the  first  quarter  of fiscal year 2001, provided
$86,584  in  cash  to  the  Company.  Subsequent  to  the  end  of  the quarter,
additional  stock  options  were exercised for the purchase of 266,667 shares of
common  stock  for  a  total  purchase  price  of  $90,130.

The Company anticipates that its current cash position, revenue from operations,
favorable credit terms with several key vendors, funds from its existing line of
credit,  and  additional  collateral  financing  that  may  be  available to the
Company,  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.  In June 2000 the Company negotiated another
increase  of  $1.0  million  to  its  accounts  receivable  line.


                          NEW ACCOUNTING PRONOUNCEMENTS
                          -----------------------------

In  December  1999, the SEC released Staff Accounting Bulletin 101 ("SAB 101") ,
Revenue  Recognition in Financial Statements.  SAB 101 clarifies the SEC's views
related to revenue recognition and disclosure.  SAB 101A was subsequently issued
in March 2000, deferring the requirement to adopt the revised guidance until the
period  ended June 30, 2000.  The Company does not expect adoption of SAB 101 to
have  a  material  effect  on  its  financial position or results of operations.

In March 2000, the FASB issued Interpretation No. 44 ("FIN 44"), "Accounting for
Certain  Transactions  involving  Stock  Compensation."  FIN  44  clarifies  the
application  of  APB Opinion No. 25 regarding (a) the definition of employee for
purposes  of  applying  APB  Opinion  No.  25,  (b) the criteria for determining
whether  a  stock  option  plan  qualifies  as  a  noncompensatory plan, (c) the
accounting  consequence  of  various  modifications to the terms of a previously
fixed  stock  option  or  award, and (d) the accounting for an exchange of stock
compensation awards in a business combination. FIN 44 is effective July 1, 2000,
but  certain  conclusions cover specific events that occur after either December
15,  1998,  or  January  12, 2000. The Company has adopted FIN 44 and it did not
have  a  material  impact  on  its  financial position or results of operations.

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.


<PAGE>
PART  II  -  OTHER  INFORMATION
-------------------------------
ITEM  1.  LEGAL  PROCEEDINGS
          ------------------
          There are no material pending legal proceedings to which the Company
          or any of  its  subsidiaries  is  a  party  or  of which any of
          their properties is the subject.

ITEM  2.  CHANGES  IN  SECURITIES
          -----------------------
          None

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
          ----------------------------------
          None

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
                 --------
                 10.61.1  Amendment to Employment Agreement with Patrick W.
                          Moore dated September 23, 1999

                 10.72    Stock Option Agreement with Patrick W. Moore,
                          dated July 5, 2000

                 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.

                                  NATIONAL MANUFACTURING TECHNOLOGIES, INC.


Date:  August 15, 2000. . . . . . . . . . . . . .  by  /s/ Patrick W. Moore
                                                   --------------------------
  Patrick W. Moore
  Chairman, Chief Executive Officer and President

Date:  August 15, 2000. . . . . . . . . . . . . .  by  /s/    Larry Naritelli
                                                   --------------------------
  Larry Naritelli
  Controller
  Principal Accounting Officer