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, 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)

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 28, 2001, 12,046,000 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  December 31, 2000 (unaudited) and March 31, 2000   2

Unaudited consolidated statements of operations for the three and nine months
     ended December 31, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . . .   3

Unaudited consolidated statements of cash flows for the nine months ended
     December 31, 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 . . . . . . . . . . . . . . . . . . . . . . . .  13


PART II - OTHER INFORMATION
-----------------------------------------------------------------------------------

ITEM 1:   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

ITEM 2:   CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . .  20

ITEM 3:   DEFAULT UPON SENIOR SECURITIES. . . . . . . . . . . . . . . . . . . . . .  20

ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . .  20

ITEM 5:   OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . . . . .  21

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

<PAGE>

</TABLE>





<PAGE>

           NATIONAL MANUFACTURING TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>




                                                         DECEMBER 31, 2000
ASSETS                                                      (UNAUDITED)       MARCH 31, 2000
                                                        -------------------  ----------------
<S>                                                     <C>                  <C>
Current assets:
   Cash. . . . . . . . . . . . . . . . . . . . . . . .  $           26,000   $       101,000
  Accounts receivable, net of allowance
       of $500,000 and $584,000. . . . . . . . . . . .           3,819,000         1,998,000
  Inventories. . . . . . . . . . . . . . . . . . . . .           2,564,000         1,012,000
  Prepaid expenses and other . . . . . . . . . . . . .             288,000            31,000
                                                        -------------------  ----------------
       Total current assets. . . . . . . . . . . . . .           6,697,000         3,142,000

Property and equipment, net. . . . . . . . . . . . . .           4,643,000         3,743,000
Goodwill, net. . . . . . . . . . . . . . . . . . . . .           3,374,000         2,373,000
Other assets . . . . . . . . . . . . . . . . . . . . .             187,000            12,000
                                                        -------------------  ----------------

Total assets . . . . . . . . . . . . . . . . . . . . .  $       14,901,000   $     9,270,000
                                                        ===================  ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable. . . . . . . . . . . . . . . . . .  $        2,645,000   $     1,240,000
   Accrued liabilities . . . . . . . . . . . . . . . .           1,518,000         1,307,000
   Credit facility . . . . . . . . . . . . . . . . . .           3,351,000         1,978,000
   Net liabilities of discontinued operations. . . . .           2,114,000         1,211,000
   Current maturities of long-term debt. . . . . . . .             850,000           366,000
                                                        -------------------  ----------------
       Total current liabilities . . . . . . . . . . .          10,478,000         6,102,000

Other long-term liabilities. . . . . . . . . . . . . .              73,000            69,000
Long-term debt . . . . . . . . . . . . . . . . . . . .           2,908,000         3,251,000
                                                        -------------------  ----------------

Total liabilities. . . . . . . . . . . . . . . . . . .          13,459,000         9,422,000
                                                        ===================  ================


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 12,046,000 and 10,114,000 shares
       issued and outstanding, respectively. . . . . .          22,617,000        21,449,000
   Additional paid-in capital. . . . . . . . . . . . .             805,000           166,000
   Accumulated deficit . . . . . . . . . . . . . . . .         (21,980,000)      (21,767,000)
                                                        -------------------  ----------------
       Total shareholders' equity. . . . . . . . . . .           1,442,000          (152,000)
                                                        -------------------  ----------------

                                                        $       14,901,000   $     9,270,000
                                                        ===================  ================
</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
<S>                                               <C>            <C>            <C>           <C>
                                                          2000           1999          2000          1999
                                                  -------------  -------------  ------------  ------------

Revenues . . . . . . . . . . . . . . . . . . . .  $  4,665,000   $  1,945,000   $13,857,000   $ 5,538,000
Cost of revenues . . . . . . . . . . . . . . . .     3,445,000      1,151,000     9,221,000     3,579,000
                                                  -------------  -------------  ------------  ------------

Gross profit                                         1,220,000        794,000     4,636,000     1,959,000

   Selling, general and administrative expenses.     1,325,000      1,050,000     3,327,000     3,047,000
                                                  -------------  -------------  ------------  ------------

Operating income/(loss). . . . . . . . . . . . .      (105,000)      (256,000)    1,309,000    (1,088,000)
                                                  -------------  -------------  ------------  ------------


Other income/(expense), net. . . . . . . . . . .      (277,000)        44,000      (394,000)       35,000
                                                  -------------  -------------  ------------  ------------
Income/(loss) from continuing operations
    before income taxes. . . . . . . . . . . . .      (382,000)      (212,000)      915,000    (1,053,000)
Provision for income taxes . . . . . . . . . . .            --             --            --            --
                                                  -------------  -------------  ------------  ------------
Income/(loss) from continuing operations . . . .      (382,000)      (212,000)      915,000    (1,053,000)

Income/(loss) from discontinued operations . . .      (959,000)      (220,000)   (1,128,000)       13,000
                                                  -------------  -------------  ------------  ------------

Net income/(loss). . . . . . . . . . . . . . . .  $ (1,341,000)  $   (432,000)  $  (213,000)  $(1,040,000)
                                                  =============  =============  ============  ============



Basic net income/(loss) per share:
   Continuing operations . . . . . . . . . . . .  $      (0.03)  $      (0.02)  $      0.08   $     (0.10)
   Discontinued operations . . . . . . . . . . .  $      (0.08)  $      (0.02)  $     (0.10)  $      0.00
                                                  -------------  -------------  ------------  ------------
   Net income/(loss) . . . . . . . . . . . . . .  $      (0.11)  $      (0.04)  $     (0.02)  $     (0.10)
                                                  =============  =============  ============  ============

Basic weighted average number of common
    Shares outstanding . . . . . . . . . . . . .    11,940,000      9,983,000    11,107,000     9,940,000
                                                  =============  =============  ============  ============

Diluted net income/(loss) per share:
   Continuing operations . . . . . . . . . . . .  $      (0.03)  $      (0.02)  $      0.07   $     (0.10)
   Discontinued operations . . . . . . . . . . .  $      (0.08)  $      (0.02)  $     (0.09)  $      0.00
                                                  -------------  -------------  ------------  ------------
   Net income/(loss) . . . . . . . . . . . . . .  $      (0.11)  $      (0.04)  $     (0.02)  $     (0.10)
                                                  =============  =============  ============  ============

Diluted weighted average number of common
   shares outstanding. . . . . . . . . . . . . .    11,940,000      9,983,000    12,776,000     9,940,000
                                                  =============  =============  ============  ============
</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


<S>                                                               <C>           <C>
                                                                         2000          1999
                                                                  ------------  ------------
Cash flows from operating activities:
Net income/(loss): . . . . . . . . . . . . . . . . . . . . . . .  $  (213,000)  $(1,040,000)
Net income/(loss) from discontinued operations . . . . . . . . .   (1,128,000)       13,000
                                                                  ------------  ------------
Net income/(loss) from continuing operations . . . . . . . . . .      915,000    (1,053,000)
   Adjustments:
      Depreciation and amortization. . . . . . . . . . . . . . .      347,000       168,000
      Amortization of goodwill . . . . . . . . . . . . . . . . .      129,000        63,000
      Provision for doubtful accounts. . . . . . . . . . . . . .      (79,000)       81,000
      Provision for inventory. . . . . . . . . . . . . . . . . .           --        (7,000)
      Options issued for compensation. . . . . . . . . . . . . .        5,000        16,000

      Changes in assets and liabilities, net of assets acquired:
         Accounts receivable . . . . . . . . . . . . . . . . . .   (1,742,000)     (415,000)
         Inventories . . . . . . . . . . . . . . . . . . . . . .   (1,552,000)     (465,000)
         Prepaid expenses and current assets . . . . . . . . . .     (176,000)      (53,000)
         Other assets. . . . . . . . . . . . . . . . . . . . . .       30,000        50,000
         Accounts payable. . . . . . . . . . . . . . . . . . . .    1,405,000       (80,000)
         Accrued liabilities . . . . . . . . . . . . . . . . . .      211,000       135,000
         Other long-term liabilities . . . . . . . . . . . . . .        4,000            --
                                                                  ------------  ------------
    Cash used in continuing operations . . . . . . . . . . . . .     (503,000)   (1,560,000)
    Cash provided by (used in) discontinued operations . . . . .     (511,000)    2,060,000
                                                                  ------------  ------------
Cash provided by (used in) operations. . . . . . . . . . . . . .   (1,014,000)      500,000
                                                                  ------------  ------------

Cash flows from investing activities:
    Acquisition of property and equipment. . . . . . . . . . . .     (962,000)      (16,000)
    Costs of acquisitions. . . . . . . . . . . . . . . . . . . .     (305,000)     (319,000)
                                                                  ------------  ------------
Cash provided by (used in) investing activities. . . . . . . . .   (1,267,000)     (335,000)
                                                                  ------------  ------------

Cash flows from financing activities:
Borrowings (payments) under credit facility and long-term debt .    1,863,000      (852,000)
Cash received for the issuance of stock. . . . . . . . . . . . .      343,000        37,000
Proceeds from sale of land and building. . . . . . . . . . . . .           --       651,000
                                                                  ------------  ------------
Cash provided by (used in) financing activities. . . . . . . . .    2,206,000      (164,000)
                                                                  ------------  ------------


Increase/(decrease)  in cash . . . . . . . . . . . . . . . . . .  $   (75,000)  $     1,000
Cash at beginning of period. . . . . . . . . . . . . . . . . . .      101,000        42,000
                                                                  ------------  ------------
Cash at end of period. . . . . . . . . . . . . . . . . . . . . .  $    26,000   $    43,000
                                                                  ============  ============


Supplemental disclosure of non-cash investing and financing
Activities:
  Goodwill - issuance of acquisition common stock. . . . . . . .  $   825,000            --
  Common stock issued. . . . . . . . . . . . . . . . . . . . . .  $   825,000            --
  Warrants issued in exchange for long-term debt reduction . . .  $   833,000            --
  Long-term debt reduction . . . . . . . . . . . . . . . . . . .  $   833,000            --
</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, 2000 AND MARCH 31, 2000 AND
         FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 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").  On
August  17,  2000,  the  Company acquired certain assets and business operations
previously  owned  by a precision sheet metal and enclosure manufacturer.  These
assets were acquired from that previous company's secured lender.  On August 18,
2000,  the  Company  then  initiated  its  precision  sheet  metal and enclosure
business.  All  acquisitions  were  treated  as  purchases  for  accounting  and
financial  reporting  purposes.  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.

The Company has determined that it is in the Company's best interest to sell the
link  manufacturing  operations of its metal stamping subsidiary, National Metal
Technologies, Inc.  NMT is a supplier of metal stamped ammunition links to prime
contractors  of  the  U.S.  Government.  Because of continuing losses, low gross
margins and the defense business character of the link business, the Company has
determined that the sale of this non-core (non electronic manufacturing services
("EMS")  business)  will better enable the Company to focus its resources on its
core  EMS  business.  Further,  the  sale  of  the links business is expected to
provide  additional  liquidity  to  the  Company.  The  Company  has  therefore
re-classified  the  links  business  as a discontinued operation, and has booked
substantial  reserves  during  the  quarter against the receivables of the links
business.  The  Company  is  actively negotiating with parties interested in the
purchase  of  the links business.  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, and subsequent Form 10-QSB's, the
Company  has  experienced  recurring  losses  in  prior  years and has a working
capital  deficiency  on  its  balance  sheet.  The  current  quarter  loss  was
contributed  to  by  negative  impact  on  the  Company's  cash  flow  from  the
discontinued  operation  of  the  links business and associated reserves against
accounts  receivable  booked  by  the Company, as well as a reduction in revenue
from  an  EMS  customer.  The  Company  expects that other existing and recently
added  new  EMS  customers will replace this revenue reduction over the next 3-6
months.  For  the  quarter  ended December 31, 2000, the Company reported a loss
from  continuing  operations  of  $382,000 as compared to a net loss of $212,000
from  continuing  operations  for  the quarter ended December 31, 1999.  For the
nine months ended December 31, 2000, the Company reported income from continuing
operations  before  income  taxes  of  $915,000  as  compared  to  a net loss of
$1,053,000  from  continuing  operations before income taxes for the nine months
ended  December  31,  1999.  In  addition,  the  Company's  balance  sheet as of
December  31,  2000  reflects  positive  shareholder's  equity  of $1,441,000 as
compared  to  a  shareholder's  deficit  as  of March 31, 2000 of $152,000.  The
Company also feels that the discontinuation of the metal stamping operations and
its  sale  will  have  a  significant  positive effect on its future operations.

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 accounts receivable ("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  inventory
facilities  totaling  $650,000  were  added  to the existing A/R financing line.
Total  borrowings  under the inventory line is limited to the lesser of $300,000
or 70% of the cost of eligible metal inventory (as defined under the agreement),
and  the lesser of $350,000 or 35% of eligible electronics inventory (as defined
under  the  agreement).  In June 2000, the A/R line was increased to $3,000,000.
In  August  2000,  the  A/R line increased to $3,200,000 and again in October to
$3,500,000.

Outstanding  borrowings  are  collateralized  by  primarily all of the Company's
assets.  The  line  of credit expires on June 18, 2002.  The balance outstanding
as  of  March  12,  2001  was  $2,340,000  on  the A/R line, and $572,000 on the
inventory  line.  The  line of credit accrues interest on outstanding borrowings
at  the  bank's  prime  rate  plus  4%  per annum.  Currently, the company is in
default  of  certain  covenants  with  its  lender.  The  company's  lender  has
initiated  it  rights under the loan covenants to accrue interest on outstanding
borrowings  at  5% points over the current rate of the bank's prime rate plus 4%
per  annum.   The  Company  expects to remedy all loan defaults upon the sale of
the  discontinued  links  manufacturing  operations.

On  August  14, 2000, the Company became obligated to its primary lender under a
$1,500,000 term loan, which bears interest at prime plus four (4%) per annum and
requires twenty-one principal payments of $31,200, with a final lump sum payment
due  on June 15, 2002.  This term loan was used to fund the asset acquisition of
the  new  Enclosure  and  Sheet  Metal  business  (see  Note 10), to buy out one
existing  capital  lease  and  to  pay  off  an existing $300,000 term loan.  In
January 2001, the term loans were funded to their original levels to provide the
Company  some  additional  working  capital.  As  of  March 12, 2001 the balance
outstanding  of  this  term  loan  was  $1,468,000.

On July 6, 2000, in consideration for the A/R line increase in June 2000 and the
$1,500,000  term  loan, 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 share; the Warrant expires on
October  28,  2001.

3.     DECEMBER  1,  2000  STOCK  PRICE  GUARANTEE

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. The new operation was
incorporated  as National Metal Technologies, Inc. ("NMT").   Under the terms of
the  agreement,  NMT  issued  GIW a total 100,000 shares of the Company's common
stock,  25,000  for  payment  of  GIW's  customer  list, supplier registrations,
contract  backlog,  proprietary trade data, rights to hire employees and general
intangibles  of  GIW.  NMT  also  agreed  to  enter  into a capital lease of GIW
equipment,  with  an  option  to  purchase the equipment, which was subsequently
exercised, 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  the  Company's common stock. 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.  The
liability  for  this  stock  price  guarantee has been computed at $110,000.  In
consideration  for  an  extension  of  the  payment  of this price guarantee, on
February  9,  2001,  GIW was granted a warrant to purchase 111,089 shares of the
Company's  common stock at an exercise price of $0.50, which expires on February
8,  2003.

4.     DEBT/EQUITY  EXCHANGE

In  December 1998, NMT became obligated under a five-year note, payable to Green
International  West  ("GIW")  in  conjunction  with the acquisition of the metal
stamping  operation,  in  the  amount  of  $350,000,  bearing interest at 8%. 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 Company exercised its option to purchase this equipment on December
1,  1999  and  became obligated, to GIW, under a four year note in the amount of
$490,000  which  bears  interest  at  8%.

In  the  quarter  ended  September  30,  2000,  GIW  and  the  Company completed
negotiations  to re-schedule the notes described above and to exchange a portion
of  the  debt  for  equity.  On  August  17,  2000, GIW was granted a Warrant to
purchase  400,000  shares  of the Company's common stock at a price of $1.37 per
share.  The  Warrant  was  exercised  the  same  day at a cost of $548,000.  The
Company  accepted  $200,000  of the cost to exercise in the form of a short-term
recourse  note  receivable  due  to NMT from GIW maturing on March 31, 2001. The
remaining  $348,000  of  the  cost  to  exercise  was applied to the outstanding
principal  of the $350,000 and $490,000 notes discussed above.  This resulted in
the  rescheduling  of  the  final payment to April 2003.  As of March, 2001, the
remaining  principal  balance  of  the  two  notes  totaled  $362,000.

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 allowed the Company to secure additional
financing  against that equipment as collateral, thereby acquiring the precision
sheet  metal  and  enclosure  manufacturing  business  assets.

5.     SEGMENT  INFORMATION

NMT  is  an  Electronic  Manufacturing  Services ("EMS") company.  The Company's
operations  are  managed  by  divisions  which offer complementary manufacturing
services.  These  two  reportable  business segments are Electronic Interconnect
Manufacturing  Services ("EI") and Enclosure and Metal Fabrication Manufacturing
Services  ("EMF")  In conjunction with addition of the enclosure and sheet metal
business  in  August  2000,  the  Company  renamed  its  segments  to  be  more
representative of types of manufacturing services each segment provides.  The EI
segment  manufactures  and  sells printed circuit board assemblies, and wire and
cable  harnesses.  The  EMF segment manufactures electronic enclosures and other
sheet  metal,  machined  and  stamped  metal  products,  as  well  as  secondary
processing  services,  including  phosphate,  anodizing and heat treat services.

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
elimination.  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>


(000's  omitted)
                    THREE MONTHS ENDED   THREE MONTHS ENDED   NINE MONTHS ENDED    NINE MONTHS ENDED
                    DECEMBER 31, 2000    DECEMBER 31, 1999    DECEMBER 31, 2000    DECEMBER 31, 1999
                   -------------------  -------------------  -------------------  -------------------
<S>                <C>                  <C>                  <C>                  <C>
REVENUE:
  EI. . . . . . .  $            2,736   $            1,571   $           10,579   $            4,268
  EMF . . . . . .               1,929                  374                3,278                1,270
  Other . . . . .                  --                   --                   --                   --
                   -------------------  -------------------  -------------------  -------------------
  Total . . . . .  $            4,665   $            1,945   $           13,857   $            5,538
                   ===================  ===================  ===================  ===================

SEGMENT OPERATING
   PROFIT (LOSS):
  EI. . . . . . .  $             (148)  $             (164)  $              970   $             (720)
  EMF . . . . . .                  15                 (115)                 344                 (476)
  Other . . . . .                  28                   23                   (5)                 108
                   -------------------  -------------------  -------------------  -------------------
  Total . . . . .  $             (105)  $             (256)  $            1,309   $           (1,088)
                   ===================  ===================  ===================  ===================
</TABLE>



6.     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.

7.     INCOME  TAXES

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

8.     BASIC  AND  DILUTED  INCOME  (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
11,940,000  and  9,983,000, in the third quarters of fiscal years 2000 and 1999,
respectively  and  11,107,000  and  9,940,000,  in the nine months periods ended
December  31,  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 2,376,000 shares were used in computation of
diluted earnings per share for the nine months ended December 31, 2000.  For the
three  months  ended  December  31,  2000,  options  and  warrants  to  purchase
approximately  2,963,000 shares were not used in computation of diluted earnings
per share because their effect was anti-dilutive.  For the three and nine months
ended  December  31,  1999,  options  and  warrants  to  purchase  approximately
2,208,000  shares  were  not  used in computations of diluted earnings per share
because  their effect was anti-dilutive.  For the nine months ended December 31,
2000, outstanding options and warrants for the purchase of approximately 466,000
shares,  were not used in computation of diluted earnings per share because they
were  priced  above the average market value for the three month and nine months
ending  December  31,  2000.


9.     DISCONTINUED  OPERATIONS

Links  Manufacturing  Operations  of  National  Metal  Technologies,  Inc.
--------------------------------------------------------------------------
The Company has determined that it is in the Company's best interest to sell the
link  manufacturing  operations of its metal stamping subsidiary, National Metal
Technologies, Inc.  NMT is a supplier of metal stamped ammunition links to prime
contractors  of  the  U.S.  Government.  Because of continuing losses, low gross
margins and the defense business character of the link business, the Company has
determined that the sale of this non-core (non electronic manufacturing services
("EMS") business) will enable the Company to focus its resources on its core EMS
business.  Further,  the  sale  of  the  links  business  is expected to provide
additional  liquidity  to  the Company.  The Company has therefore re-classified
the  links  business  as  a  discontinued operations, and has booked substantial
reserves  during  the  quarter  against  the  accounts  receivable  of the links
business.  The  Company  is  actively negotiating with parties interested in the
purchase  of  the links business.  All significant intercompany transactions and
balances  have  been  eliminated.

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.

10.     ACQUISITION  OF  SHEET  METAL  AND  ENCLOSURE  MANUFACTURING  ASSETS

On  August 17, 2000, the Company acquired certain assets and business operations
previously  owned  by a precision sheet metal and enclosure manufacturer.  These
assets were acquired from that previous company's secured lender.  On August 18,
2000,  the  Company  then  initiated  its  precision  sheet  metal and enclosure
business.  The  cost  of  the  asset  and  business  operations  acquisition was
approximately  $1,011,000  and was financed by partial use of a term loan in the
amount  $1,500,000  from  the  Company's primary lender (see Note 2).  This term
loan  bears  interest  at  prime  plus  four (4%) per annum, requires twenty-one
monthly  payments  of  $31,200,  with lump sum payment due on June 15, 2002.  In
November  2000,  the  Company also entered into a lease for a 58,000 square foot
facility  in  Vista,  CA., which provides for monthly rental payments of $35,000
and  expires on June 2008.  The Company recorded additional costs related to the
transaction  of  $171,000  in  intangible assets which is being amortized over a
twenty  year  period.

11.     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 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 was
incorporated  as  National  Metal  Technologies,  Inc.  ("NMT").

Under  the  original  terms  of  the  agreement,  NMT  paid 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 could 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 was 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 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
became obligated, to GIW, under a four year note in the amount of $490,000 which
bears  interest at 8%.  Please see Note 4 - Debt/Equity Exchange for information
regarding  the  refinancing  arrangements  the  Company made with GIW during the
quarter  ended  September  30,  2000.

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.  Please see Note 3 - December 1, 2000 Stock Price
Guarantee  for  information  regarding  the  status  of  the  $2.00  stock price
guarantee.

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 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
are  to  be payable in cash.  The $148,000 excess of the purchase price over the
fair  value  of  NMT's net assets acquired is being amortized over twenty years.

12.     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 achieved 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.  Per  the  terms  of  the  Merger  a stock option exercise of a
pre-merger stock option triggers the issuance of additional common shares to the
I-PAC  Shareholders  (the I-PAC Shareholders are Patrick W. Moore, the Company's
President, 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. During
the  quarter  ended December 31, 2000, no shares were issued to the former I-PAC
shareholders  in  relation  to  the  exercise of pre-merger stock options. As of
December  31,  2000,  a  total  of 644,994 shares have been issued to the former
I-PAC  shareholders  in relation to the exercise of pre-merger stock options and
87,749  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.  The  Company is currently
reviewing  data  related  to  the  attainment  of  performance  milestones.  The
Company's  Audit Committee expects to issue a determination on the attainment of
performance  milestones  by  not  later  than  April  30,  2001.

13.     RELATED  PARTY  TRANSACTIONS

During  the  quarter ended December 31, 2000, the Company recorded approximately
$4,700  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' President, 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
$4,000  in  the  quarter  ended  December  31,  1999.  During  the quarter ended
December  31,  2000  the  Company  paid  approximately $14,400 of these earn out
accruals  as  compared to $7,100 during the quarter ended December 31, 1999.  At
December  31, 2000 the Company had made approximately $4,400 in earn out advance
payments  to  MGM.

During the quarter ended December 31, 2000 the Company did not make any payments
to  Sullivan, Hill, Lewin, Rez, and Engel ("SHLRE") a law firm in which James P.
Hill, a director and major shareholder, is a partner, as compared to no payments
during  the  quarter ended December 31, 1999.  In the quarter ended December 31,
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 contract agreement with William
L.  Grivas,  Sr.,  a  major  shareholder, whereby Mr. Grivas would represent the
Company  in  connection with selling or bartering certain inventory, negotiating
settlements  of  certain of the Company's liabilities in addition to other tasks
as  assigned.  Under  this  consulting  agreement,  Mr.  Grivas was paid $38,000
during  the  quarter  ended  December  31,  2000.

The Company recorded $402,000 and $1,121,000 in purchases for the three and nine
months  ended December 31, 2000 from Epitech, Inc., a company whose officers and
directors  include  William  L.  Grivas  and  Brian  Kissinger (a director), for
materials and services.  During the nine months ended December 31, 2000, Epitech
purchased significant materials from a large EMS customer.  These materials were
purchased  from  Epitech by the Company for processing and assembly and ultimate
sale  to  that EMS customer.  The company paid approximately $600,000 to Epitech
and had an accounts payable balance of approximately $693,000 as of December 31,
2000.  In  addition,  the  Company  recorded  revenues  from  Epitech for $0 and
$147,000  for  the  three  and nine months ended December 31, 2000 respectively.
The  Company  received  payments  of  $147,000  as  of  December  31,  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 $0 and $10,000 for these services
in  the  three  and  nine  months  ended  December  31,  2000,  respectively.

14.     SUBSEQUENT  EVENTS

On  February  9,  2001, the Company became obligated under a $300,000 Promissory
Note  to  Newtonhill  Limited.  This  note  bears  interest at 10% per annum and
matures  on May 5, 2001 or upon other conditions.  Patrick Moore, CEO, President
and  Chairman  of the Board secured the loan with 500,000 shares of his personal
stock  in  the  Company.  For  consideration  of the Promissory Note, Newtonhill
Limited was granted a warrant to purchase 300,000 shares of the Company's common
stock  at  an  exercise  price of $0.50, which expires on February 8, 2003.  The
funding  of  this  loan  was facilitated by Victor Andonie, principal of GIW and
Newtonhill  Limited  and Mr. Andonie will be paid a Loan Finder's Fee of $10,500
concurrent  with  the  repayment  of  the  Promissory  Note.

<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 DECEMBER 31, 2000 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
1999

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

Consolidated  revenues  for  the  quarter  ended  December  31,  2000  increased
approximately $2,720,000 or 139.8% to $4,665,000 from $1,945,000 for the quarter
ended  December  31,  1999.  The Electronics Interconnect Manufacturing Services
Group  ("EI")  revenue  increased  $1,165,000  or  74.2  %  to  $2,736,000  from
$1,571,000  for  the  quarter  ended December 31, 1999.  The Enclosure and Metal
Fabrication Manufacturing Services Group ("EMF") revenue increased $1,555,000 or
415.8% to $1,929,000 from $374,000 for the quarter ended December 31, 1999.  The
increase in the EI Group revenue is the result of an expanding customer base and
increased  orders  from  existing customers over the same period last year.  The
increase  in  the EMF Group is the result of the addition of the precision sheet
metal  and  enclosure  business.

Consolidated  gross  margin  for  the  quarter ended December 31, 2000 increased
$426,000 or 53.7% to $1,220,000 from $794,000 for the quarter ended December 31,
1999.  This  increase  is  primarily attributable to higher sales volume in both
the  EI  and  EMF  Group.  Total gross margin as a percent of revenues decreased
14.6% to 26.2% for the three months ended December 31, 2000 as compared to 40.8%
for  the  three  months  ended December 31, 1999.  The current quarter amount is
comprised  of  approximately $536,000 or 19.6% of EI gross margin, a decrease of
$132,000  compared  with  $668,000  or  42.5% for the quarter ended December 31,
1999.  Significantly  higher  utility  costs  and  lower  operating margins as a
result  of  higher  material prices and production inefficiencies as a result of
tight cash flow were contributing factors.  The EMF group gross margin increased
$558,000 to $684,000 or 35.5% as compared with $126,000 or 33.7% for the quarter
ended December 31, 1999.  The increase in gross margins was due to the inclusion
of  the precision sheet metal and enclosure manufacturing operations acquired in
August,  2000.  The consolidated gross margin represents an amount considered by
management  to  be  significantly  less  than  expected  under  normal operating
conditions. Margins have been significantly impacted by higher utility costs and
inefficiencies introduced by tight cash flow.  The Company expects utility costs
to  be  reduced  in  the  future  as  a  result of pending state legislation and
material  cost and labor inefficiencies to improve with increased liquidity from
the sale of the links business.  However, there is no guarantee that the Company
will  be  successful  in  its  attempt  to  sell  its  links  business.

Consolidated  selling,  general,  and  administrative  ("SG&A") expenses for the
quarter  ended  December  31,  2000 increased $275,000 or 26.2% to approximately
$1,325,000 from $1,050,000 for the quarter ended December 31, 1999.  This amount
is comprised of approximately $446,000 of corporate SG&A expenses as compared to
$377,000  in  the  quarter  ended  December 31, 1999.  All corporate SG&A is
allocated  to  the  business  groups.  EI  group SG&A expenses were $422,000, as
compared  to  $531,000  in  the  quarter  ended  December 31, 1999 and EMF group
expenses  were  $457,000  as compared to $141,000 for the quarter ended December
31,  1999.  The  increases  in  EMF  group  SG&A  expense  was mainly due to the
acquisition  of  the sheet metal and enclosure operation as well as the addition
of  staff  to  support  the  increased  level  of  revenues.

Consolidated  operating profit for the quarter ended December 31, 2000 increased
$151,000  or  59.0% to an operating loss of $105,000, or 2.3%, from an operating
loss  of  $256,000,  or  13.2%,  for  the quarter ended December 31, 1999.  This
increase  is  due  to revenue growth in the EI group and new revenues created by
the  acquisition  of  the  sheet metal and enclosure operation in the EMF group.

Consolidated  other  expense  for  the  quarter  ended December 31, 2000 totaled
approximately $277,000 compared to other income of $44,000 for the quarter ended
December  31,  1999.  It was comprised primarily of interest expense of $354,000
as compared to $38,000 for the quarter ended December 31, 1999, and other income
of  $76,000 as compared to $83,000 for the quarter ended December 31, 1999.  The
other income resulted from accounts payable settlements in the amount of $2,500,
bad  debt  recovery  of $54,500, rental income of $13,500, a gain on the sale of
assets  of  $3,500,  and  miscellaneous  income  of  $2,000.

Consolidated  net  income  from  continuing  operations  decreased  $170,000, or
80.2%,  to  a  net loss of $382,000, or 8.2%, for the quarter ended December 31,
2000  from  a $212,000 net loss or 10.9% from continuing operations for the same
period  in  1999.

The  Company's cash flow and revenues were adversely impacted during the quarter
ended  December  31, 2000 by slow payments from a significant EMS customer and a
reduction  in  business  volume  from  that customer due to a number of factors,
including  a  reduction  in  sales  revenues  experienced by that customer.  The
Company  was  able to partially offset the impact of delayed payments by slowing
payments  to  its  vendors, including Epitech, Inc., a related party major parts
vendor who had purchased a significant amount of material from that customer for
re-sale  to  the  Company.  The Company in continuing its efforts to collect the
sums  owed  to  it  by  its  customer.

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

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

There  is  no current quarter income that is related to the discontinued scanner
operation  as  compared  to  no  income for the quarter ended December 31, 1999.

During fiscal 1997, the Company sold its court reporting business (Xscribe Legal
Systems, Inc.) and discontinued Lexia Systems, Inc.  There is no current quarter
income  related  to  Lexia  Systems,  Inc.

The  Company  has  approved  the  discontinuation  of  the  link  manufacturing
operations  of  the metal stamping entity and as such these operations have been
classified  as  discontinued  operations  for  the  respective periods presented
herein.  During  the  current  quarter  there was an increase in the net loss on
discontinued  link  manufacturing operations of $739,000, or 335.9%, to $959,000
as compared to a loss of $220,000 for the quarter ended December 31, 1999.   The
increase  in  the  net  loss on the discontinued link manufacturing operation is
related to low margins, substantially higher utility costs, and reserves against
link  receivables booked by the Company, pending the sale of this business.  The
Company  is  actively  negotiating  with  parties to sell the link manufacturing
business.  However, there is no guarantee that the Company will be successful in
its  attempts  to sell its links business.  The operation of the Company's links
business  was  adversely  impacted  during  the  quarter  by the decision of its
primary  customer  to  order  re-testing  of  a  significant  quantity  of links
previously manufactured for that customer.  During the testing process, payments
to  the  Company  and  shipments  of  product were interrupted and delayed.  The
testing  was  not  fully  completed  until  March  2001.  The results of testing
established  the  acceptability for use of all links manufactured and shipped by
the  Company.  The  Company  is evaluating its remedies to recover the financial
impact  to  the  Company  during  this  period.



NINE  MONTHS  ENDED DECEMBER 31, 2000 COMPARED TO NINE MONTHS ENDED DECEMBER 31,
1999

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

Consolidated  revenues  for  the  nine  months ended December 31, 2000 increased
approximately  $8,319,000  or 150.2% to $13,857,000 from $5,538,000 for the nine
months  ended  December  31,  1999.  The  Electronics Interconnect Manufacturing
Services  Group  ("EI")  revenue  increased $6,311,000 or 147.9 % to $10,579,000
from  $4,268,000 for the nine months ended December 31, 1999.  The Enclosure and
Metal  Fabrication  Manufacturing  Services  Group  ("EMF")  revenue  increased
$2,008,000  or  158.1%  to  $3,278,000 from $1,270,000 for the nine months ended
December  31,  1999.  The  increase  in the EI Group revenue is the result of an
expanding  customer  base  and  increased  demand  from existing customers.  The
increase  in  the  EMF  Group revenue is the result of the addition of the sheet
metal  and  enclosure  operation.

Consolidated  gross margin for the nine months ended December 31, 2000 increased
$2,677,000  or  136.7%  to  $4,636,000 from $1,959,000 for the nine months ended
December  31,  1999.  This  increase  is  primarily attributable to higher sales
volume  in  both  the  EI  and  EMF  Group.  Total  gross margin as a percent of
revenues  decreased 1.9% to 33.5% for the nine months ended December 31, 2000 as
compared to 35.4% for the nine months ended December 31, 1999.  The current nine
months  amount  is  comprised  of  approximately $3,095,000 or 29.3% of EI gross
margin, an increase of $1,577,000 compared with $1,518,000 or 35.6% for the nine
months ended December 31, 1999.  The EMF group gross margin increased $1,100,000
to  $1,541,000  or  47.0% as compared with $441,000 or 34.7% for the nine months
ended  December  31,  1999.  The  consolidated  gross margin for the nine months
ended  December 31, 2000 represents an amount considered by management less than
expected  under  normal  operating conditions.   Margins have been significantly
impacted  by  higher  utility  costs and inefficiencies introduced by tight cash
flow  during  the  quarter ended December 31, 2000.  The Company expects utility
costs  to  be reduced in the future as a result of pending state legislation and
material  cost and labor inefficiencies to improve with increased liquidity from
the sale of the links business.  However, there is no guarantee that the Company
will  be  successful  in  its  attempts  to  sell  its  links  business.

Consolidated selling, general, and administrative ("SG&A") expenses for the nine
months  ended  December  31,  2000  increased  $280,000 or 9.2% to approximately
$3,327,000  from  $3,047,000  for the nine months ended December 31, 1999.  This
amount  is  comprised  of approximately $1,155,000 of corporate SG&A expenses as
compared  to  $1,396,000  in  the  nine  months  ended  December 31, 1999.   The
increases  in  SG&A expense was mainly due to the acquisition of the sheet metal
and  enclosure  operation  as  well  as  the  addition  of  staff to support the
increased  level  of  revenues.  EI  group  SG&A  expenses  were  $1,378,000, as
compared  to $1,284,000 in the nine months ended December 31, 1999 and EMF group
SG&A  expenses  were  $793,000 as compared to $367,000 for the nine months ended
December  31,  1999.  The  increases  in  SG&A  expense at the group levels were
mainly  due  to  additional  staff  to  support  the increased level of revenues
created  by  an  expanding  customer  base  and  the  sheet  metal and enclosure
acquisition.

Consolidated  operating  profit  for  the  nine  months  ended December 31, 2000
increased $2,397,000 or 220.3% from an operating loss of $1,088,000, or (19.6%),
to  an  operating  profit of $1,309,000, or 9.4%, as compared to the nine months
ended  December 31, 1999.  This increase is due to revenue growth in both the EI
and  EMF groups.  The EMF group also benefited from the acquisition of the sheet
metal  and  enclosure  facility.

Consolidated  other  expense for the nine months ended December 31, 2000 totaled
approximately  $394,000  compared  to  an  income of $35,000 for the nine months
ended  December  31,  1999.  It  was  comprised primarily of interest expense of
$804,000  as  compared  to $194,000 for the nine months ended December 31, 1999,
and  other  income of $410,000 as compared to $230,000 for the nine months ended
December  31, 1999.  The other income resulted from accounts payable settlements
in  the  amount  of  $99,000,  bad  debt  recovery of $254,000, rental income of
$13,500,  recognition of gain on the sale of assets of $39,000 and miscellaneous
income  of  $5,000.

The  net  effect  of  the  increases  in revenues resulted in a consolidated net
income from continuing operations of $915,000, or 6.6%, or $0.08 basic and $0.07
diluted  earnings per share for the nine months ended December 31, 2000. This is
an  increase  of  $1,968,000  in net income from continuing operations or 186.9%
from  the  net  loss  from continuing operations from the same period in 1999 of
$1,053,000  ($0.11  per  share).

The  Company's cash flow and revenues were adversely impacted during the quarter
ended  December  31, 2000 by slow payments from a significant EMS customer and a
reduction  in  business  volume  from  that customer due to a number of factors,
including  a  reduction  in  sales  revenues  experienced by that customer.  The
Company  was  able to partially offset the impact of delayed payments by slowing
payments  to  its  vendors, including Epitech, Inc., a related party major parts
vendor who had purchased a significant amount of material from that customer for
re-sale  to  the  Company.  The Company in continuing its efforts to collect the
sums  owed  to  it  by  its  customer.

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

During  the  nine  months  ended  December  31,  2000  there was a net loss from
discontinued  operations  of  $1,128,000,  or  8.1% as compared to net income of
$13,000,  or  0.2%  for  the  nine  months  ended  December 31, 1999.  This is a
decrease  in  net  income  from  discontinued  operations  of  $1,141,000.

Current  year  income  from  discontinued  operations  included $507,000 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.

The  discontinued  links  manufacturing  operation  generated  a  net  loss  of
$1,635,000  as  compared  to  $748,000 during the nine months ended December 31,
1999.   The  increase  in  the  net  loss on the discontinued link manufacturing
operation  is  related  to  low margins, substantially higher utility costs, and
reserves booked by the Company, pending the sale of this business.   The Company
is actively  negotiating with parties to sell the assets and the business of the
link  manufacturing  operation.  However, there is no guarantee that the Company
will be successful in its attempt to sell its links business.   The operation of
the  Company's  links  business was adversely impacted during the quarter by the
decision  of  its primary customer to order re-testing of a significant quantity
of links previously manufactured for that customer.  During the testing process,
payments  to  the Company and shipments of product were interrupted and delayed.
The  testing  was  not fully completed until March 2001.  The results of testing
established  the  acceptability for use of all links manufactured and shipped by
the  Company.  The  Company  is evaluating its remedies to recover the financial
impact  to  the  Company  during  this  period.

                         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 inventory lines totaling $650,000 were added to the
existing line.  In June 2000 the A/R line was increased to $3,000,000 to support
revenue  growth  and  then  increased to $3,500,000 in August 2000.  Outstanding
borrowings  are  collateralized by primarily all of the Company's assets.  Total
borrowings  under the inventory line is limited to the lesser of $300,000 or 70%
of the cost of eligible metal inventory (as defined under the agreement) and the
lesser  of  $350,000  or 35% of eligible electronics inventory (as defined under
the  agreement).  The  line  of  credit  expires  on June 18, 2002.  The balance
outstanding,  as  of March 12, 2001 was $2,340,000 on the A/R line, and $572,000
on  the  inventory  lines.  The  term  loan  of $300,000 was fully paid when the
company  restructured  its  debt  during  the acquisition of the sheet metal and
enclosure  operation  (see  below).  The  line  of  credit  accrues  interest on
outstanding  borrowings  at  the  bank's  prime  rate  plus  4%  per  annum.

On  August  14, 2000, the Company became obligated to its primary lender under a
$1,500,000 term loan, which bears interest at prime plus four (4%) per annum and
requires twenty-one principal payments of $31,200, with a final lump sum payment
due  on June 15, 2002.  This term loan was used to fund the asset acquisition of
the  new Enclosure and Sheet Metal business and to buy out some existing capital
leases.  It  was  also used to retire the debt on the then existing term loan of
$300,000.  In  January 2001, the term loans were funded to their original levels
to  provide  the Company some additional working capital.  As of March 12, 2001,
the  balance  remaining  on  the  new  term  loan  was  $1,468,000.

In  December 1998, NMT became obligated under a five-year note, payable to Green
International  West  ("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.  To date the scheduled
note  payments  have  been  paid  in  cash.

In  the  quarter  ended  September  30,  2000,  GIW  and  the  Company completed
negotiations  to re-schedule the notes described above and to exchange a portion
of  the  debt  for  equity.  On  August  17,  2000, GIW was granted a Warrant to
purchase  400,000  shares  of the Company's common stock at a price of $1.37 per
share.  The  Warrant  was  exercised  the  same  day at a cost of $548,000.  The
Company  accepted  $200,000  of the cost to exercise in the form of a short-term
recourse  note  receivable  due  to NMT from GIW maturing on March 31, 2001. The
remaining  $348,000  of  the  cost  to  exercise  was applied to the outstanding
principal  of the $350,000 and $490,000 notes discussed above.  This resulted in
the  rescheduling of the final payment to April 2003.  As of March 12, 2001, the
remaining  principal  balance  of  the  two  notes  totaled  $362,000.

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 allowed the Company to secure additional
financing  against  that  equipment  as collateral and to purchase the precision
sheet metal and enclosure manufacturing business.  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.

The  Company is also obligated under a series of notes payable totaling $322,000
including  accrued  interest as of December 31, 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 has
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 $12,500
as  of  December 31, 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 $2,835,000 as of December 31, 2000 for the property at 1958
Kellogg, Carlsbad, CA.  Combined, these leases call for minimum monthly payments
aggregating  approximately  $28,000  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  September  1999.  As of January 2001, 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 International Computers Limited, Inc.
("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 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
$26,000  as  of  December  31,  2000, and the unused amount of its $4.15 million
credit  facility.  $3.5  million  of  this  credit  facility is a line of credit
against  eligible  accounts  receivable ("A/R line").  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, June 2000, August 2000 and October 2000.  The A/R
line  was increased to $3.0 million from $2.0 million in June 2000, increased to
$3.2  million  in  August  2000  and  increased to $3.5 million in October 2000.
Prior  to  that it was increased $2.0 million from $1.2 million in December 1999
to  aid revenue growth in the both operating segments.   The Company anticipates
the  sale  of  the  links  business  will  add  to  the  Company's  liquidity.

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 January 2001, the Company has not been required to pay any amounts
related  to  this guarantee.  The Company is also obligated to pay approximately
$6,000  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
$86,600  in  cash  to  the  Company.  In the second quarter of fiscal year 2001,
former  employees  exercised stock options for the purchase of 448,334 shares of
common  stock  for  a total purchase price of $127,100.  In the third quarter of
fiscal  year  2001,  one current and one former employee exercised stock options
for the purchase of 219,500 shares of common stock for a total purchase price of
$129,700.

The  Company's cash flow and revenues were adversely impacted during the quarter
ended  December  31, 2000 by slow payments from a significant EMS customer and a
reduction  in  business  volume  from  that customer due to a number of factors,
including  a  reduction  in  sales  revenues  experienced by that customer.  The
Company  was  able to partially offset the impact of delayed payments by slowing
payments  to  its  vendors, including Epitech, Inc., a related party major parts
vendor who had purchased a significant amount of material from that customer for
re-sale  to  the  Company.  The Company in continuing its efforts to collect the
sums  owed  to  it  by  its  customer.

The  operation of the Company's links business was adversely impacted during the
quarter  by  the  decision  of  its  primary  customer  to order re-testing of a
significant quantity of links previously manufactured for that customer.  During
the  testing  process,  payments  to  the  Company and shipments of product were
interrupted  and delayed.  The testing was not fully completed until March 2001.
The  results  of  testing  established  the  acceptability  for use of all links
manufactured and shipped by the Company.  The Company is evaluating its remedies
to  recover  the  financial  impact  to  the  Company  during  this  period.

The  Company  experienced  tight cash flow during the quarter ended December 31,
2000,  which  affected  its  operations during the quarter.  The Company expects
that  funds  from  its  existing  line  of  credit  and divestiture of the links
manufacturing  assets  will  be  sufficient  to  finance its working capital and
capital  requirements for the next twelve months. The Company is also discussing
with  various parties the restructuring of its balance sheet which would relieve
its  debt  service  obligations  and  costs.  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.
There  can  be  no  assurance  that the Company will be able to raise additional
capital  under  favorable  terms,  if  at  all.

                          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 101B was subsequently issued
in June, 2000, deferring the requirement to adopt the revised guidance until the
Company's quarter ended March 31, 2001.  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.

In March 2000, the Emerging  Issues Task Force issued No. 00-02 ("EITF  00-02"),
"Accounting  for Web Site Development  Costs".  EITF 00-02 states that all costs
relating to software used to operate a web site and relating to  development  of
initial  graphics and web page design should be accounted for using Statement of
Position ("SOP") 98-1. Under this SOP, costs incurred in the preliminary project
stage  should  be  expensed  as  incurred,  as  should  most  training  and data
conversion  costs.  External direct costs of materials and services and internal
direct  payroll-related  costs should be capitalized  once certain  criteria are
met. EITF 00-02 is effective for all fiscal  quarters  beginning  after June 30,
2000. The Company's has adopted EITF 00-02 and it did not have a material effect
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 has adopted
SFAS  133  and  it  did  not have a material effect on its financial position or
results  of  operations.


<PAGE>
PART  II  -  OTHER  INFORMATION


ITEM  1.  LEGAL  PROCEEDINGS
          ------------------
     The  Company  has  litigation pending in the Superior Court of the State of
California, County of San Diego, North County Division, Vista, CA.   The parties
to  this  litigation, which the Company was served with in October 2000, include
employees:  Garrett Vanderbyl, Brian Vanderbyl, Aubrey Vanderbyl, Mike McCarthy;
officers:  Patrick  Moore,  Jeffrey  Tardiff, beneficial owners: William Grivas,
and  corporations:  National  Metal  Technologies and Escon Tool & Manufacturing
(not  related entity).  This civil case charges the above parities with business
tort/unfair  business practices, and claims that the named defendants, conspired
to  harm  Craig  A.  Greene,  G.G.  Enterprises,  et.al,  through defamation and
interference  with  his  attempt  to  run his business.  Relief sought with this
litigation includes monetary, nonmonetary and punitive damages.  The Company has
tendered  this  claim  to  its  insurance  carrier, AIG, and AIG has assumed the
Company's  defense.  The  Company believes that this case is without merit.  The
Company  has filed a counter claim seeking damages from the plaintiffs in excess
of  $1,000,000 for unfair competition, false advertising, business interference,
defamation  and  trade  libel,  conversion and civil conspiracy. The Company has
retained  the firm of Sullivan, Hill, Lewin, Rez & Engel ("SHLRE") a law firm in
which  James  P.  Hill,  a  director  and  major  shareholder,  is a partner, to
prosecute  the  Cross  Compliant.


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


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES
          ----------------------------------
     Currently,  the  company  is  in  default of the certain covenants with its
lender.  The  company's  lender has initiated it rights under the loan covenants
to  accrue interest on outstanding borrowings at 5% points over the current rate
of  the bank's prime rate plus 4% per annum.   The Company expects to remedy all
loan  defaults upon the sale of the discontinued links manufacturing operations.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
          -----------------------------------------------------------
On  December  15,  2000,  an  Annual  Meeting  of  Shareholders  of  National
Manufacturing  Technologies,  Inc.,  was held and the following items were voted
upon  by  the  shareholders  with  all  items  being  approved:

1.  To elect seven directors for the ensuing year and until their successors are
elected.

     VOTES  FOR     VOTES  AGAINST     VOTES  ABSTAINED
     ----------     --------------     ----------------
     10,035,119     19,894             5,658

2.  To  adopt  the  National Manufacturing Technologies, Inc., 2000 Stock Option
Plan whereby 1,500,000 shares of National Manufacturing Technologies, Inc Common
Stock  will be reserved for issuance to officers, directors and employees of the
Company  under  incentive  stock  options  or  non-qualified stock options to be
granted  by  the  Compensation  Committee  of  the  Board  of  Directors.

     VOTES  FOR     VOTES  AGAINST     VOTES  ABSTAINED
     ----------     --------------     ----------------
     6,747,343     305,646             31,334

3.  To  ratify  the  appointment  by the Company's Board of Directors of Levitz,
Zacks  &  Ciceric  as  independent  auditors for the 2000 and 2001 fiscal years.

     VOTES  FOR     VOTES  AGAINST     VOTES  ABSTAINED
     ----------     --------------     ----------------
     10,040,614     13,772             6,276



ITEM  5.     OTHER  INFORMATION
             ------------------
     None


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K
             -------------------------------------

      a.     Reports  on  Form  8-K
             ----------------------
             None

      b.     Exhibits
             --------
<TABLE>
<CAPTION>
<C>      <S>

10.39.1    Amended And Restated National Manufacturing Technologies, Inc. 1998 Stock Option Plan
  10.73    Stock Option Agreement with Patrick W. Moore, dated September 23, 2000
  10.74    Stock Option Agreement with William L. Grivas, dated October 1, 2000
  10.75    Net Industrial Lease - Nonar Enterprises and IPAC Precision Machining, Inc, dated November 2000.
  10.76    Warrant to Purchase Common Stock - Newtonhill Limited, dated February 9, 2001
  10.77    Warrant to Purchase Common Stock - GIW, dated February 9, 2001
     27    Financial Data Schedule
</TABLE>




<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:  March  22, 2001    by  /s/  Patrick  W.  Moore
                             ---------------------------
                             Patrick  W.  Moore
                             Chairman,  Chief  Executive  Officer
                             and  President

Date:  March  22, 2001    by  /s/    Larry  Naritelli
                             ---------------------------
                             Larry  Naritelli
                             Controller
                             Principal  Accounting  Officer