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

                                   FORM 10-QSB

                                   (MARK ONE)

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

                For the quarterly period ended September 30, 2002

                                       OR

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

              For the transition period from ________ to ________.

                          Commission File No. 000-27277

                                   DTOMI, INC.

             (Exact name of registrant as specified in its charter)

                 Nevada                                     98-0207554
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

        200 Ninth Avenue North, Suite 220, Safety Harbor, Florida, 34965
               (Address of principal executive offices, zip code)

                                 (727) 723-8664
              (Registrant's telephone number, including area code)

              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
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 [_]

As of September 30, 2002 there were 18,232,981 shares of the Registrant's common
stock, $0.001 par value per share, outstanding.

Transitional Small Business Disclosure Format (check one):  [_] Yes [X] No

<PAGE>

                                   DTOMI, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                     FOR THE PERIOD ENDED SEPTEMBER 30, 2002

                                      INDEX

PART I - FINANCIAL INFORMATION ......................................
     ITEM 1.   Financial Statements .................................
      CONSOLIDATED BALANCE SHEET ....................................
      CONSOLIDATED STATEMENTS OF OPERATIONS .........................
      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ...............
      CONSOLIDATED STATEMENTS OF CASH FLOWS .........................
     ITEM 2.   Management's Discussion and Analysis of Financial
                    Condition and Results of Operations .............
PART II - OTHER INFORMATION .........................................
     ITEM 1.   Legal Proceedings ....................................
     ITEM 2.   Changes in Securities and Use of Proceeds ............
     ITEM 3.   Defaults Upon Senior Securities ......................
     ITEM 4.   Submission of Matters to a Vote of Security Holders ..
     ITEM 5.   Other Information ....................................
     ITEM 6.   Exhibits and Reports on Form 8-K .....................
SIGNATURES ..........................................................

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                   Dtomi, Inc.
                          (A Development Stage Company)

                                    Contents
                                    --------

                                                                            Page
                                                                            ----
Consolidated Balance Sheet                                                   1

Consolidated Statements of Operations                                        2

Consolidated Statements of Cash Flows                                        3

Notes to Consolidated Financial Statements                                 4 - 9

<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002
                               ------------------
                                   (Unaudited)

                                     ASSETS
                                     ------
CURRENT ASSETS
Cash                                                                 $       16
Due from affiliate                                                          607
                                                                     ----------
TOTAL CURRENT ASSETS                                                        623
                                                                     ----------

PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION OF $62,809      219,833
                                                                     ----------

TOTAL ASSETS                                                         $  220,456
                                                                     ==========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
Notes and loans payable                                              $  260,550
Accounts payable                                                         85,933
Accrued compensation, officer                                            16,207
Accounts payable to related party                                       251,550
                                                                     ----------
TOTAL CURRENT LIABILITIES                                               614,240
                                                                     ----------

STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 25,000,000 shares authorized,
   None shares issued and outstanding                                        --
Common stock, $0.001 par value, 100,000,000 shares authorized,
   18,232,981 shares issued and outstanding                              18,233
Common stock issuable (15,000 shares at par value)                           15
Additional paid-in capital                                            4,880,451
Deficit accumulated during development stage                         (5,292,483)
                                                                     ----------

TOTAL STOCKHOLDERS' DEFICIENCY                                         (393,784)
                                                                     ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                       $  220,456
                                                                     ==========

           See accompanying notes to consolidated financial statements

                                        1
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                         From
                                                                                                                     September 20,
                                                                                                                         2000
                                                      Three Months Ended                 Nine Months Ended          (Inception) to
                                                         September 30,                     September 30,             September 30,
                                                     2002             2001             2002             2001             2002
                                                 ------------     ------------     ------------     ------------     ------------
<S>                                              <C>              <C>              <C>              <C>              <C>
REVENUES                                         $         --     $        980     $         --     $     10,247     $     11,837
Cost of revenues                                           --               13               --              213              213
                                                 ------------     ------------     ------------     ------------     ------------
GROSS PROFIT                                               --              967               --           10,034           11,624
                                                 ------------     ------------     ------------     ------------     ------------

OPERATING EXPENSES
Compensation                                         (140,600)          61,886          326,676          161,001        2,196,563
Consulting                                              2,000           45,850           80,075          224,442        1,186,058
Depreciation and amortization                          23,554           25,390           62,809          116,309          140,885
General and administrative                              3,629           88,036           90,361          314,571          326,884
Professional fees                                     116,951           45,698          346,859           45,698          639,392
Rent                                                   28,816            7,632           41,088           22,896           71,616
Impairment loss                                            --               --               --               --           88,010
Sales, marketing and advertising                           --           86,968               --          162,692           75,664
                                                 ------------     ------------     ------------     ------------     ------------
TOTAL OPERATING EXPENSES                               34,350          361,460          947,868        1,047,609        4,725,072
                                                 ------------     ------------     ------------     ------------     ------------

LOSS FROM OPERATIONS                                  (34,350)        (306,493)        (947,868)      (1,037,575)      (4,713,448)
                                                 ------------     ------------     ------------     ------------     ------------

OTHER INCOME (EXPENSE)
Other income                                               --               --               --          200,654           36,466
Settlement loss                                       (23,994)         (42,500)        (345,994)         (42,500)        (569,825)
Interest expense                                           --           (2,295)              --          (10,594)         (45,676)
                                                 ------------     ------------     ------------     ------------     ------------
TOTAL OTHER INCOME (EXPENSE), NET                     (23,994)         (44,795)        (345,994)         147,560         (579,035)
                                                 ------------     ------------     ------------     ------------     ------------

NET LOSS                                         $    (58,344)    $   (405,288)    $ (1,293,862)    $   (890,015)    $ (5,292,483)
                                                 ============     ============     ============     ============     ============

Net loss per share - basic and diluted           $         --     $      (0.03)    $      (0.08)    $      (0.08)    $      (0.49)
                                                 ============     ============     ============     ============     ============

Weighted average number of shares outstanding
   during the period - basic and diluted           17,863,198       11,738,905       16,230,021       11,738,905       10,703,554
                                                 ============     ============     ============     ============     ============
</TABLE>

           See accompanying notes to consolidated financial statements
                                        2
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Nine Months Ended        From September 20,
                                                                                       September 30,          2000 (Inception) to
                                                                                   2002             2001      September 30, 2002
                                                                               ------------     ------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                            <C>              <C>              <C>
Net loss                                                                       $ (1,293,862)    $   (890,015)    $ (5,292,483)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock and options for services                                                      289,326               --        2,532,576
Settlement loss - stock based                                                       345,994               --          457,084
Depreciation and amortization                                                        62,809           90,919          140,885
Non-stock based impairment loss and other asset write-offs                               --               --           37,249
Non-stock based settlement loss                                                          --               --           70,241
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable                                                                      --            2,935            1,125
Deposits                                                                                 --             (250)              --
Due from affiliate                                                                     (607)              --             (607)
Increase (decrease) in:
Accounts payable                                                                    321,949          121,316          765,801
Accrued expenses                                                                         --           37,447               --
Accrued compensation, officer                                                        16,207               --               --
Note payable                                                                         12,550               --           12,550
                                                                               ------------     ------------     ------------
NET CASH USED IN OPERATING ACTIVITIES                                              (245,634)        (637,648)      (1,275,579)
                                                                               ------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                                                       --             (673)          (2,700)
Cash portion of asset purchase                                                           --               --         (152,207)
                                                                               ------------     ------------     ------------
NET CASH USED IN INVESTING ACTIVITIES                                                    --             (673)        (154,907)
                                                                               ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash overdraft                                                                           --           13,337               --
Cash acquired in asset purchase                                                          --          325,362            9,740
Loan proceeds                                                                       248,000               --        1,255,612
Proceeds from exercise of warrants & options                                            100               --          167,500
Repayment to former officer                                                          (2,450)              --           (2,450)
Contributed capital                                                                      --               --              100
Proceeds from sale of common stock                                                       --          289,599               --
                                                                               ------------     ------------     ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                           245,650          628,298        1,430,502
                                                                               ------------     ------------     ------------

Net Increase (Decrease) in Cash                                                          16          (10,023)              16

Cash and Cash Equivalents at Beginning of Period                                         --           10,023               --
                                                                               ------------     ------------     ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $         16     $         --     $         16
                                                                               ============     ============     ============
</TABLE>

           See accompanying notes to consolidated financial statements

                                        3
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                               ------------------
                                   (Unaudited)

NOTE 1 BASIS OF PRESENTATION
----------------------------

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America and the rules and  regulations  of the United States  Securities  and
Exchange Commission for interim consolidated financial information. Accordingly,
they  do  not  include  all  the  information  and  footnotes  necessary  for  a
comprehensive  presentation  of consolidated  financial  position and results of
operations.

It is management's opinion,  however, that all material adjustments  (consisting
of normal recurring  adjustments)  have been made which are necessary for a fair
consolidated  financial  statement  presentation.  The  results  for the interim
period are not  necessarily  indicative  of the results to be  expected  for the
year.

For further information, refer to the audited financial statements and footnotes
of International  Manufacturers  Gateway, Inc. (See Note 3) for the years ending
December 31, 2001 and 2000 included in the Company's Form 8-K/A.

NOTE 2 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------------------------------

     (A)  NATURE OF BUSINESS

     On January  21,  2002,  (the  "Recapitalization  Date")  Dtomi,  Inc.  (the
     "Company" or "Dtomi"),  which was incorporated  under the laws of Nevada on
     June 12,  1998 and had been  inactive  since  that date,  acquired  certain
     assets and  assumed  certain  liabilities  of  International  Manufacturers
     Gateway,  Inc.  ("IMG") in exchange for  9,673,794  shares of the Company's
     common stock.  As a result,  IMG obtained an approximate 58% voting control
     in the  Company.  (See Note 3) IMG was  incorporated  under the laws of the
     State of  Delaware  on  September  20,  2000 to be a  successor  company to
     American Manufacturers.com, Inc. ("AMC"). In December 2000, AMC reorganized
     by selling substantially all its assets and liabilities to IMG.

     AMC's  intention  was  to  create  an  Internet   business   community  for
     business-to-business   e-commerce  specific  to  manufacturing  by  linking
     America's  manufacturers  into  one  buying  and  selling  community.  Upon
     reorganization  into IMG,  the  strategy was changed to being a provider of
     marketing intelligence data.

     The Company provides pertinent sales, marketing and sourcing information to
     both corporate and consumer  clientele with particular  specialization  for
     the manufacturing  industry. This is achieved by a patent pending algorithm
     that   amalgamates   government   economic  census  data  with  a  domestic
     manufacturing   database  of  approximately   400,000  manufacturing  firms
     rendering valuable information to the manufacturing industry for increasing
     market share and finding prospective clients. Additionally,  Dtomi utilizes
     an outbound  call center and state of the art CSM software  for  permission
     based lead generation  programs.  Dtomi also has several other a- la- carte
     revenue  products and services that  promulgates  this data into profitable
     revenue for any manufacturing company.

     Activities  during the development  stage include  fundraising  activities,
     development  of  proprietary   software  and   intellectual   property  and
     implementation of the business plan.

                                        4
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                               ------------------
                                   (Unaudited)

(B) NET LOSS PER COMMON SHARE Basic

     net income  (loss) per common  share (Basic EPS)  excludes  dilution and is
     computed by dividing net income (loss)  available to common  stockholder by
     the  weighted-average  number of common shares  outstanding for the period.
     Diluted net income per share (Diluted EPS) reflects the potential  dilution
     that could occur if stock options or other  contracts to issue common stock
     were  exercised or converted  into common stock or resulted in the issuance
     of common  stock  that then  shared in the  earnings  of the  Company.  The
     assumed  exercise of common stock  equivalents  was not utilized  since the
     effect was  antidilutive.  At  September  30,  2002,  there were options to
     purchase  1,824,798  shares of common stock  outstanding,  which may dilute
     future earnings per share.

NOTE 3 ASSET PURCHASE AND REORGANIZATION OF PREDECESSOR COMPANY
---------------------------------------------------------------

On  January  21,  2002  (the  "Recapitalization  Date"),  pursuant  to an  asset
acquisition agreement, the Company purchased substantially all of the assets and
certain  liabilities  of IMG, in exchange for 9,673,794  shares of the Company's
common  stock  of  which  1,285,656  shares  were to be used to  settle  certain
liabilities  if IMG.  Based on the  8,388,138  shares to be retained by IMG, IMG
obtained an  approximate  58% voting  interest in the  Company.  As IMG obtained
control of Dtomi, the transaction is accounted for as a recapitalization of IMG.
Accordingly, the operations reflected in the accompanying consolidated financial
statements  represent the  historical  operations  of IMG and the  operations of
Dtomi, Inc. from the Recapitalization Date. (See Notes 5 and 6)

NOTE 4 NOTES AND LOANS PAYABLE AND ACCOUNTS PAYABLE
---------------------------------------------------

On January 14,  2002,  the Company  executed a $15,000  note payable to a former
officer.  The note is due January  21, 2002 and accrues  interest at an unstated
rate. The note,  which had a remaining  balance of $12,550 at September 30, 2002
and included in current  loans  payable was in default and is secured by 100,000
common shares from the Company's treasury. In October 2002, the note was settled
in exchange for a total of 85,000 common shares (see Note 9).

On the  Recapitalization  Date, the Company assumed  $910,867 of loans and notes
payable and $315,295 of accounts payable.

In May 2002,  the $910,867 loan balance was settled for 1,191,511  common shares
valued at $0.40 per shares based on the trading  price of the common  stock.  No
gain or loss was recognized.

During the nine months ended September 30, 2002, the Company  received  $248,000
of open  advances  from  stockholders,  which are  classified  as current  loans
payable on the accompanying consolidated financial statements.

NOTE 5 COMMITMENTS AND CONTINGENCIES
------------------------------------

     (A)  LIABILITIES AND OTHER COMMITMENTS OF IMG NOT ASSUMED

     The Company has only assumed  certain  liabilities of IMG and has taken the
     position  that as a separate and  distinct  entity from IMG, the Company is
     not responsible for unassumed liabilities.

                                        5
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                               ------------------
                                   (Unaudited)

The following unaudited  information  provides an estimate of the liabilities of
IMG, which were not assumed by the Company:

     Accounts payable         $397,068
     Accrued liabilities       131,821
                              --------
                              $528,889
                              ========

     IMG has been issued 200,000 common shares of Dtomi to be used for potential
     settlement  of the  above  liabilities  not  assumed  (see Note  6(A)).  In
     addition,  IMG owes 2,500 shares (as  restated  for the exchange  ratio) of
     common  stock to a creditor  as a default  penalty on a note  payable.  IMG
     committed to grant  options to purchase  approximately  102,100  shares (as
     restated for the exchange ratio) of common stock during 2000 and 2001 under
     various  agreements.  As of September 30, 2002, these options have not been
     granted.

     (B)  OFFICE LEASE WITH RELATED PARTY

     The Company pays rent to a company (the "landlord")  where the President of
     the Company is also an officer of the landlord.  The lease term is one year
     commencing February 1, 2002 and rent is $4,800 per month.

NOTE 6 STOCKHOLDERS' EQUITY (DEFICIENCY)
----------------------------------------

     (A)  STOCK ISSUANCES

     In  January   2002,   pursuant  to  the   recapitalization,   the  original
     stockholders  of Dtomi  are  deemed to have been  issued  6,099,000  common
     shares of the Company. (See Note 3)

     In January  2002,  the then  President  of the Company  was granted  15,000
     common shares for services rendered.  The shares were valued at the trading
     price on the grant date resulting in a compensation  expense of $28,350. At
     September 30, 2002, these shares have not yet been issued and are therefore
     reflected on the accompanying  consolidated balance sheet as issuable. This
     individual  was also a creditor for a note payable of $12,550 (see Note 4).
     The total amount of the note  payable and the 15,000  shares was settled in
     October 2002 for 85,000 common shares. (See Note 9)

     In May 2002, 1,191,511 new common shares were issued and 1,085,656 reserved
     common shares were  transferred  to creditors for $910,867 of loans,  notes
     and  accrued  interest.  The shares were valued at $0.40 per share based on
     the trading price on the settlement date resulting in no gain or loss. (See
     Notes 3 and 5(A))

                                        6
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                               ------------------
                                   (Unaudited)

     In May 2002,  598,676  common  shares  were  issued to settle  $293,470  in
     accounts  payable.  The shares  were valued at $0.40 per share based on the
     trading price at the settlement date resulting in no gain or loss.

     In May 2002,  70,000  common  shares  were  issued  for  services  rendered
     resulting in a consulting  expense of $42,000  based on the $0.60 per share
     trading price on the grant date.

     Pursuant  to the  acquisition  agreement  (See  Note 3),  1,085,656  of the
     1,285,656 common shares were recorded as common stock at par value, with an
     offsetting charge to additional  paid-in capital since they were to be used
     to settle  certain  liabilities  assumed by Dtomi (see above).  At June 30,
     2002  there  were  200,000  reserved  common  shares  accounted  for  as  a
     settlement  expense in the first  quarter of fiscal  2002 at a fair  market
     value of $1.61  per  share on the  recapitalization  date  resulting  in an
     expense of $322,000. (See Note 6)

     On August 28,  2002 the  Company's  legal  counsel  exercised  options  for
     600,000  common shares at $0.00001 or an aggregate $6 which was paid for by
     reducing the accounts payable to the legal counsel. (See Note 6(B))

     (B)  STOCK OPTIONS

     Officers, employees,  consultants, and directors of the Company are awarded
     options  periodically for the purchase of common stock of the Company under
     the Company's  Non-Qualified  Stock Option and  Restricted  Stock Plan (the
     "Plan")  which  was  effective  September  15,  2000.  The  options,  which
     typically  expire ten years  from the grant date but may expire  earlier as
     determined by the compensation committee of the Board of Directors, vest as
     determined by the  compensation  committee of the Board of Directors.  Upon
     termination of employment,  for any reason other than death, disability, or
     retirement,  all rights to exercise  options shall  terminate 90 days after
     the date of employment termination. The aggregate numbers of shares subject
     to  options  granted or  restricted  stock  offered  under the plan may not
     exceed 25% of the outstanding shares of stock of the Company.

     During the nine months  ended  September  30,  2002,  the  Company  granted
     1,824,798 options pursuant to the employment  agreement with its President.
     Under the variable accounting method of APB 25 and related interpretations,
     which  increases  or  decreases  the related  compensation  expense at each
     balance  sheet date based on the fair  market  value of the options at that
     date, the Company  recognized  compensation  expense of $218,976 during the
     nine months ended  September 30, 2002. The variable  accounting  method may
     result  in  a  negative  compensation  expense  for  any  quarterly  period
     depending on whether or not there is other compensation expense to offset a
     decreasing  adjustment to the variable options expense in that quarter. The
     decrease in  compensation  expense for the three months ended September 30,
     2002 was $168,950 resulting in an aggregate negative  compensation  expense
     for the three months ended September 30, 2002 of ($140,600).

     On August 28, 2002,  pursuant to the Company's  2001 Stock Option Plan, the
     Board  of  Directors  granted  to the  Company's  legal  counsel,  who is a
     director of the Company, stock options to purchase 600,000 common shares in
     exchange for $60,000 of accounts payable due. The options

                                        7
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                               ------------------
                                   (Unaudited)

     were exercisable  immediately at $0.00001 per share or an aggregate $6. The
     options  were  simultaneously  exercised  on August 28, 2002 and the $6 was
     paid with the reduction of accounts payable owned to the legal counsel. The
     trading  value of the common stock on the grant date was $0.14  resulting a
     value per share of $0.14 under the  Black-Scholes  option pricing method in
     accordance with SFAS 123 using the following assumptions: expected dividend
     yield 0%,  risk-free  interest  rate of 2.32%,  volatility of 53% and a nil
     term due to  immediate  exercise.  The  aggregate  value of the options was
     $83,994, resulting in a settlement loss of $23,994.

     (C)  PREFERRED STOCK

     The Company has authorized 25,000,000 shares of preferred stock. The rights
     and  preferences  of the preferred  stock may be determined by the Board of
     Directors at its discretion.

NOTE 7 RELATED PARTIES
----------------------

The Company has $251,550 due to its outside legal counsel firm. The principal of
that firm is a director  of the  Company.  (See Note 6)

NOTE 8 GOING CONCERN
--------------------

As reflected in the accompanying consolidated financial statements,  the Company
has a  deficit  accumulated  during  the  development  stage  of  $5,292,483  at
September  30, 2002, a net loss of $58,344 for the three months ended  September
30, 2002,  cash used in  operations  during the nine months ended  September 30,
2002 of $245,634,  a working  capital  deficit of $613,617 at September 30, 2002
and is a development stage company with no current revenues.  The ability of the
Company to continue as a going concern is dependent on the Company's  ability to
further implement its business plan, raise capital, and generate revenues.

The Company has restructured its management and is seeking additional funding to
implement its business plan. In addition,  management is in negotiations  with a
potential  acquiree which if consummated  will provide  revenues to the Company.
Management  believes  that actions  presently  being taken allow the company the
ability to continue as a going concern.

The consolidated  financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.

NOTE 9 SUBSEQUENT EVENTS
------------------------

On October 2, 2002, the Company executed a binding Share Exchange Agreement with
a New York Limited  Liability  Company (the "LLC"), to purchase all of the units
of ownership. The terms of the Share Exchange Agreement provide for a closing no
later than October 31, 2002.  This closing date has since been  rescheduled  for
November  20,  2002.  The Company  will pay  $1,300,000  plus issue a minimum of
1,700,000 shares of Company restricted common shares with piggyback registration
rights.  The Share Exchange Agreement provides for an alternative to the payment
of $1,300,000 at closing.  A minimum  payment of $500,000 is required at closing
and any  remaining  balance may be  financed by the LLC secured by the  conveyed
assets.

                                        8
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                               ------------------
                                   (Unaudited)

On October 22, 2002, a $12,550  note and 15,000  shares  issuable was settled in
exchange for a total of 85,000  common shares (see Note 4). The trading value of
the stock on the settlement date was $0.045  resulting in a value for the excess
70,000 shares of $3,150. A gain on settlement of $9,400 was recognized.

On October 22, 2002, the Company  granted 100,000 common shares to each of three
individuals  for  services  rendered.  The  trading  value  of the  stock on the
settlement date was $0.045 resulting in a value for the shares of $4,500,  which
was recognized as consulting expense.

                                        9
<PAGE>

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

OVERVIEW
Certain statements in this registration statement, as well as statements made by
the Company in periodic press  releases,  oral  statements made by the Company's
officials to analysts and shareholders in the course of presentations  about the
company,  constitute  "forward-looking  statements"  within  the  meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  involve known and unknown  risks,  uncertainties,  and other factors
that may cause the actual results, performance or achievements of the company to
be materially  different from any future  results,  performance or  achievements
expressed or implied by the forward looking  statements.  Such factors  include,
among other things, (1) general economic and business  conditions;  (2) interest
rate changes;  (3) the relative  stability of the debt and equity  markets;  (4)
competition;  (5) demographic changes; (6) government regulations;  (7) required
accounting  changes;  and (9) other factors over which the Company has little or
no control.

References in this document to "Dtomi",  "the  Company",  "we",  "us," and "our"
refer to Dtomi, Inc.

DTOMI MANUFACTURING DATABASE. Dtomi's core service is providing pertinent sales,
marketing and sourcing information to both corporate and consumer clientele with
particular  specialization for the manufacturing industry. This is achieved by a
patent pending  database  software engine that amalgamates  government  economic
census  data with a domestic  manufacturing  database of  approximately  400,000
manufacturing firms rendering valuable information to the manufacturing industry
for increasing market share and finding prospective clients. Additionally, Dtomi
will  utilize an  outbound  call  center and state of the art CSM  software  for
permission  based  lead  generation  programs.  Dtomi  also  has  several  other
a-la-carte  revenue  products  and  services  that  promulgate  this  data  into
profitable revenue for any manufacturing company.

The other services include the following:
o    LIST  MANAGEMENT.  Dtomi,  Inc.  has  a  nonexclusive  marketing  agreement
     relating to an  Intranet/Extranet  e-mail marketing and content  management
     product application that allows users to store,  grouped and categorized an
     unlimited number of email contacts so as to target select markets chosen by
     the  users.  With the  List  Management  back-end  tracking  and  reporting
     ability,  the email activity is recorded to create evaluation  reports that
     detail  whether  the  email was  discarded  by the  recipient,  read by the
     recipient,  forwarded by the  recipient,  to whom it was  forwarded and the
     ultimate  disposition  of the email.  This is of  particular  importance to
     assess the effectiveness of the campaign.
o    WEBSITE DESIGN, MANAGEMENT, LOGO DESIGN, MAINTAIN "LEAD GENERATION". Dtomi,
     Inc. has a nonexclusive  marketing  agreement  relating to website  design,
     management  and hosting;  technical  management  of a menu driven  standard
     do-it-yourself   website  design  for  DTOMI,  Inc.  customers;   technical
     expertise for custom logo design; intellectual

                                       10
<PAGE>

     technology necessary to manage and maintain database technology relating to
     "lead generation".
o    OPT-IN EMAIL  DISTRIBUTION.  Dtomi, Inc. has a marketing agreement relating
     to "test market emails" for new products and/or services.  Dtomi,  Inc. has
     the ability to supply to its customer  "test market emails" for the sale of
     products  not to exceed an  aggregate  of one  million  opt-in  emails  per
     calendar month. If the "test market emails" are successful, Dtomi, Inc. has
     the ability for further opt-in email  distribution  to advertise,  promote,
     sell and distribute products and services to demographically defined opt-in
     email recipients. This service includes the capability to process all valid
     purchase  orders  including  credit  card and all  other  acceptable  valid
     electronic payment.
o    HYPERLINK DTOMI, INC. TO THE INCORPORATE USA, INC. WEBSITE. Dtomi, Inc. has
     an agreement with Incorporate USA, Inc. whereby  Incorporate USA will refer
     and  recommend all of its new business  clients to DTOMI,  Inc. for website
     development,  website  hosting and logo design.  In addition to traditional
     oral and written  recommendations,  Incorporate  USA, Inc.  will  hyperlink
     DTOMI,  Inc. to the Incorporate  USA, Inc.  website at the "website design"
     button and such other buttons as relate thereto.
o    INTRANET/EXTRANET.  The Intranet/Extranet application allows for deployment
     and  functionality  for small to  mid-sized  business.  This online tool is
     designed to provide enhanced  inter-office  communications,  operations and
     overall office  productivity for individuals,  departments,  businesses and
     organizations  with  single and  multiple  locations.  The  application  is
     designed  with a  user-friendly  interface  that should allow  employees to
     begin using the system with little or no assistance.  The Intranet/Extranet
     application  allows  end-user/client  protected access to privileged client
     data via password  protected  Intranet  within a single  office  network or
     extranet via the World Wide Web.

Activities  during  the  development  stage  include   fundraising   activities,
development of proprietary software and intellectual property and implementation
of the business plan.

The Company has incurred significant losses since inception, and as of September
30, 2002 had an accumulated  deficit of  approximately  $5,292,483.  The Company
will continue to incur losses until revenue grows  sufficiently to cover ongoing
operating costs,  including the costs of sales and marketing efforts.  There can
be no  assurances  that this will  occur.  The  Company  has made a  significant
investment in the development of the Company's website, purchase of domain name,
branding, marketing, and maintaining operations.

As of the date of this report, the Company has utilized substantially all of its
available funding. The Company's  continuation as a going concern will depend on
its ability to generate  sufficient cash flow from operations to cover operating
costs,  or to raise  additional  capital.  No  assurance  can be given  that the
Company will be able to generate  adequate  cash flow to fund ongoing  operating
costs or to raise  additional  funds.  Because of an absence of sufficient  cash
flow, the Company has been required to limit operations.

RESULTS OF OPERATIONS
Despite   effecting  the  asset   acquisition   agreement   with   International
Manufacturers  Gateway,  Inc. (hereafter "IMG"), the Company had no revenues for
the nine months  ended  September  30,  2002, a decrease of 100% over revenue of
$10,247 for the same period in the prior year, which were primarily attributable
to advertising sales. The reduction in revenue for the first nine months of 2002
can be  explained  generally  by the  inability  of the  Company to develop  its
operations  beyond the development  stage,  the downturn in the American economy
and the erosion of the market for sales,  marketing  and  sourcing  information.
More  specifically,  the Company has reduced its employee roster to three.  John
"JT" Thatch, the Company's President,  is currently focused on sales,  marketing
and sourcing information.

The Company  had no  recorded  cost of  revenues  for the three  quarters  ended
September 30, 2002, a drop of 100% compared to costs of $213 for the same period
in the  prior  year.  This  lack  of  revenue  is  the  result  of  the  company
restructuring its overall business plan. During this first

                                       11
<PAGE>

quarter of 2002,  the Company was in the process of building its client base and
developing  its software  programs;  however,  subsequent to the first  quarter,
because of an absence of sufficient  cash flow, the Company has been required to
limit operations.

The  Company  had no  sales  and  marketing  expenses  for the 2002  term  ended
September  30,  a drop of 100%  compared  to sales  and  marketing  expenses  of
$162,692  for the same period in the prior year and $86,968 for the three months
ended September 30, 2001.  This amount  decreased in 2002 as a result of changes
to the business,  particularly  as a result of fewer  employees being focused on
selling and the Company restructuring its business plan.

General and administrative expenses decreased to $3,629 for the third quarter of
2002, a reduction of 96% over expenses of $88,036 for the same period last year.
For the nine months  comparison,  there was a decrease of 71%,  from $314,571 to
$90,361. The general and administrative expenses declined from the prior year as
a result of changes to the business in late 2001,  including a relocation in the
Company's offices and  reorganization in management and lower executive payroll.
Company management also made greater efforts to control operating costs in order
to reduce administrative and other expenses. General and administrative expenses
in  2002  consist  primarily  of  telephone   expense  of  $3,428,   travel  and
entertainment of $7,325,  SEC regulatory  compliance of $9,255 and other general
corporate and office expenses.

In connection with the asset acquisition agreement with IMG in January 2002, the
Company issued approximately  9,673,794 shares of common stock, 200,000 of which
shares were issued to settle certain  liabilities  of IMG. A settlement  loss of
$322,000 was  recognized  in the first  quarter of 2002 based on the fair market
value of such 200,000 shares. This loss is not recurring in subsequent quarters,
see Note 6, Stockholders' Equity (Deficiency),  (A) Stock Issuances, included in
the Notes to Consolidated Financial Statements which are a part of this report.

The Company's compensation expense for the three months ended September 30, 2002
decreased  to a negative  $140,600  compared  to an  expense of $61,886  for the
comparable  three months ended  September  30, 2001.  The negative  compensation
expense results from application of the variable  accounting method for variable
options  granted under an  employment  agreement  with the  Company's  president
pursuant   to   Accounting   Principles   Board   Opinion  No.  25  and  related
interpretations. Under this variable accounting method, the compensation expense
is estimated  based on the  difference  between the exercise  price and the fair
market value of the  underlying  common stock at each  balance  sheet date.  The
compensation  expense is  increased  or  decreased  accordingly  in the  current
period. At the September 30, 2002 the decrease in compensation  expense relating
to the variable options was $168,250.

Compensation  expense for the nine months ended  September 30, 2002 was $326,676
compared to $161,001 for the nine months ended September 30, 2001.  Compensation
expense for the current  period  consists  of $218,976  related to the  variable
stock options granted to the Company's president; $28,350 of stock issued to the
former  president  in  January  2002;  $15,000  of  compensation  to the  former
president  of  which  $12,550  remains  payable  under a  promissory  note as of
September 30, 2002 and $64,350 of paid and accrued compensation and reimbursable
expenses to the Company's current president.

Professional  fees  increased  to  $116,951  for the third  quarter of 2002,  an
increase of 156% over such costs for the same period last year and from  $45,698
to  $346,859,  659% for the first nine months of 2001  compared  to 2002.  These
professional  fees  consist  primarily  of legal and  accounting  fees that were
incurred as a result of fund raising efforts, audit requirements relating to the
purchase of assets from IMG and drafting securities regulatory documentation.

Net loss from operations for the three months ending September 30, 2000 amounted
to $58,344, a negligible loss per share, compared to a loss of $405,288 or $0.03
per share for the same period in 2001.  This net loss for the nine months ending
September 30, 2002 is $1,293,862  (net loss per share of $0.08)  compared to the
same term of 2001, $890,015.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
The Company does not currently  have an adequate  source of reliable,  long-term
revenue to fund operations.  As a result, Dtomi is reliant on outside sources of
capital funding.  There can be no assurances that the Company will in the future
achieve a consistent and reliable  revenue stream adequate to support  continued
operations.  In addition,  there are no assurances that the Company will be able
to secure adequate sources of new capital funding,  whether it is in the form of
share capital, debt, or other financing sources.

Dtomi has cash and cash  equivalents  of $16 and a working  capital  deficit  of
$613,617  and total  assets of  $220,456  at  September  30,  2002.  The Company
continues to incur costs,  but has not secured adequate new revenue to cover the
costs.

PLAN OF OPERATION FOR THE NEXT 12 MONTHS
We estimate our business  needs require an additional  $500,000 cash infusion to
carry it through the next 12 months,  as well as an additional  $500,000 minimum
to close on the  Network60  Share  Exchange  Agreement  (See below for a further
explanation  of  the  Network60  Share  Exchange   Agreement)  for  a  total  of
$1,000,000.  In  order  to  become  profitable,  we may  still  need  to  secure
additional debt or equity funding.  We hope to be able to raise additional funds
from an offering of our stock in the future.  This would  either be a registered
offering of securities or a private placement.  We have not made any decision on
the possible structure of this offering.  Further,  this offering may not occur,
or if it occurs, may not raise the required funding. There are no preliminary or
definitive agreements or understandings with any party for such financing.

On October 2, 2002, the Company executed a binding Share Exchange Agreement with
Network 60, LLC, a New York Limited  Liability  Company,  to purchase all of the
units of ownership which will effectively merge Network 60 into the Company as a
wholly owned subsidiary. The terms of the Share Exchange Agreement provide for a
closing  no later  than  October  31,  2002.  This  closing  date has since been
rescheduled  for  November  20,  2002.  The Company  will pay One Million  Three
Hundred Thousand Dollars  ($1,300,000) plus issue a minimum of one million seven
hundred thousand  (1,700,000)  shares of Company  restricted  common shares with
piggyback  registration  rights in exchange  for total  ownership of Network 60,
LLC.  Softbank  Investment Group issued to the Company a "confident  letter" and
details of this  financing are currently  being  negotiated.  The Share Exchange
Agreement  provides  for an  alternative  to the payment of the full One Million
Three Hundred  Thousand  Dollars  ($1,300,000) at closing.  A minimum payment of
Five  Hundred  Thousand  dollars  ($500,000)  is  required  at  closing  and any
remaining balance may be financed by Network 60 secured by the conveyed assets.

If the  financing  is made  available,  over the next twelve  months our plan of
operation  calls for continued  focus on developing our operations by furthering
our  business  plan  that  calls  for  implementing  the  operation  of our core
business,  the Dtomi manufacturing  database. The infrastructure is currently in
place.  The  additional  necessary  financing  would be utilized for call center
salaries and daily operational expenses.

As of September 30, 2002, there were issued and outstanding 18,232,981 shares of
$0.001 par value common stock.  After the  effectiveness  of the Share  Exchange
Agreement,  based on the  issuance to the Network 60 Share  Owners of  1,700,000
shares, there will be approximately  19,932,981 shares issued and outstanding of
common stock of the Company.  The one million seven hundred thousand (1,700,000)
shares of  Company  restricted  common  shares to be issued to  Network  60 will
represent  approximately 8.5% of the issued and outstanding voting securities of
the Company. The foregoing description is qualified in its entirety by reference
to the full text of the agreement that can be reviewed as an exhibit to Form 8-K
filed October 10, 2002.

RISK RELATED TO THE COMPANY'S BUSINESS

HISTORY OF LARGE OPERATING LOSSES

                                       13
<PAGE>

Since inception, the Company has not had adequate revenue to support operations.
The Company has significantly reduced ongoing operating expenses. However, there
can be no  assurance  that the  Company  will  achieve  positive  cash  flow and
operating profitability.

NEED FOR ADDITIONAL CAPITAL
The Company has recorded  substantial  operating losses and, as of September 30,
2002, has an accumulated  deficit of $5,292,483.  The Company does not currently
have adequate cash flow or existing revenue to provide  operating  capital until
December 31, 2002.  The Company is currently  looking for new sources of revenue
that it expects  will help fund  Dtomi's  business  for the  remainder of fiscal
2002. There can be no assurances that this will be achieved.

Because we are a development stage company with no significant operating history
and a poor  financial  condition,  we  may be  unsuccessful  in  obtaining  such
financing or the amount of the financing may be minimal and therefore inadequate
to implement our plan of operations.  We have no alternative plan of operations.
In the event that we do not receive  financing or our financing is inadequate or
if we do not adequately implement an alternative plan of operations that enables
us to conduct operations without having received adequate financing, we may have
to liquidate our business and undertake any or all of the following actions:
     o    Sell or dispose of our assets;
     o    Pay our liabilities in order of priority, if we have available cash to
          pay such liabilities;
     o    If any cash  remains  after we satisfy  amounts due to our  creditors,
          distribute any remaining cash to our  shareholders  in an amount equal
          to the net market value of our net assets;
     o    File a Certificate of Dissolution with the State of Nevada to dissolve
          our corporation and close our business;
     o    Make  the  appropriate   filings  with  the  Securities  and  Exchange
          Commission  so that we will no longer be required to file periodic and
          other required  reports with the  Securities and Exchange  Commission;
          and
     o    Make the appropriate filings with the National Association of Security
          Dealers to affect a de-listing of our common stock,  if, in fact,  our
          common stock is trading on the Over-the-Counter Bulletin Board at that
          time.

SUCCESS DEPENDS ON KEY PERSONNEL; NO "KEY MAN" LIFE INSURANCE
Future  performance  depends on the continued  service of John "JT" Thatch,  the
Company's  President,  and his ability to attract,  train, and retain additional
technical,  marketing,  customer support, and management personnel.  The loss of
Mr. Thatch could negatively  impact the Company,  and there is no "key man" life
insurance in force at this time. Competition for qualified personnel is intense,
and there can be no  assurance  that the Company will retain key  employees,  or
attract and retain other needed personnel.

VOLATILITY IN STOCK PRICE
The stock market and especially the stock prices of technology related companies
have been very  volatile.  This  volatility  may not be related to the operating
performance  of  the  companies.   The  broad  market  volatility  and  industry
volatility  may reduce the price of the Company's  stock  without  regard to the
Company's operating  performance.  The market price of the Company's stock could
significantly  decrease  at  any  time  as a  result  of  this  volatility.  The
uncertainty  that results  from such  volatility  can itself  depress the market
price of the Company's stock.

BASED UPON OUR  CURRENT  ASSETS WE WILL NOT HAVE THE ABILITY TO  DISTRIBUTE  ANY
CASH TO OUR SHAREHOLDERS
If we have any  liabilities  that we are  unable to satisfy  and we qualify  for
protection  under  the  U.S.  Bankruptcy  Code,  we  may  voluntarily  file  for
reorganization  under Chapter 11 or  liquidation  under Chapter 7. Our creditors
may also file a Chapter 7 or Chapter 11  bankruptcy  action  against  us. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy,  our creditors will
take priority over our  shareholders.  If we fail to file for  bankruptcy  under
Chapter 7 or Chapter 11 and we have  creditors,  such  creditors  may  institute
proceedings  against us seeking forfeiture of our assets, if any. We do not know
and cannot determine which, if any, of these actions we will be forced to take.

                                       14
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

None.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

On April 25, 2002, Dtomi,  Inc., a Nevada  corporation (the "Company") issued an
aggregate  of 330,440  shares of common  stock to an  aggregate  of 7 purchasers
pursuant to that certain Asset Purchase  Agreement (the "APA") dated January 14,
2002,   and  effected   January  21,  2002,  by  and  between  the  Company  and
International  Manufacturers  Gateway, Inc., a Delaware corporation ("IMG"). The
Company issued the 330,440 shares in reliance on the exemption from registration
afforded  by  Section  4(2) of the  Securities  Act of  1933,  as  amended  (the
"Securities Act").

On May 7, 2002 the Company issued 190,193 shares of common stock to The Otto Law
Group,  PLLC ("TOLG"),  in connection with the APA. TOLG bills the Company on an
hourly basis for certain legal services to the Company.  David M. Otto, a member
of and the 100%  beneficial  holder of  securities  of TOLG,  is Chairman of the
Board of Directors of the Company. The Company issued the 190,193 shares to TOLG
in reliance on the exemption from  registration  afforded by Section 4(2) of the
Securities Act.

On May 16, 2002 the Company an aggregate of 2,828,204  shares of common stock to
an  aggregate of 11  purchasers  in  consideration  for the  cancellation  of an
aggregate  of  $1,131,282  debt owed by the Company to the 11  purchasers.  Each
purchaser  cancelled  $0.40 of debt in exchange  for each share of common  stock
issued by the Company to such purchaser. The Company issued the 2,828,204 shares
to the 11 purchasers in reliance on the exemption from registration  afforded by
Section 4(2) of the Securities Act.

On May 16,  2002,  the  Company  issued  8,115,144  shares  of  common  stock to
International Manufacturers Gateway, Inc., a Delaware corporation, in connection
with the APA. The Company issued the 8,115,144  shares to IMG in reliance on the
exemption from registration afforded by Section 4(2) of the Securities Act.

On May 24,  2002,  the  Company  issued  20,000  shares  of  common  stock to HM
Investors,  LLC,  pursuant  to that  certain  nonexclusive  Contract  (Marketing
Agreement) by and between the Company and Bayshore Solutions. The Company issued
the 20,000  shares to  Bayshore  Solutions  in reliance  on the  exemption  from
registration afforded by Section 4(2) of the Securities Act.

On May 24,  2002,  the Company  issued  50,000  shares of common  stock to James
Martin, pursuant to that certain nonexclusive Contract (Intellectual  Technology
Agreement) by and between the Company and Citynet, LLC ("Citynet").  The Company
issued  the  50,000  shares  to  Citynet  in  reliance  on  the  exemption  from
registration afforded by Section 4(2) of the Securities Act.

On August 28, 2002, pursuant to the Company's 2001 Stock Option Plan the Company
issued to the Company's legal counsel,  who is a director of the Company,  stock
options to purchase  600,000 common shares  exercisable  immediately in exchange
for $60,000 of accounts payable owed to the legal counsel.

October 22, 2002, the Company granted 100,000 common shares to three individuals
for past consulting and counseling services rendered.

                                       15
<PAGE>

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) Exhibits

All exhibits included in this report are incorporated by reference.

(b) Reports on Form 8-K

On October 10, 2002,  the Company  filed a Form 8-K relating to a binding  Share
Exchange  Agreement with Network 60, LLC, a New York Limited Liability  Company,
to purchase all of the units of ownership which will  effectively  merge Network
60 into the  Company  as a  wholly  owned  subsidiary.  The  terms of the  Share
Exchange  Agreement  provide for the Company to pay One  Million  Three  Hundred
Thousand Dollars  ($1,300,000) plus issue a minimum of one million seven hundred
thousand  (1,700,000)  shares of Company restricted common shares with piggyback
registration  rights in exchange  for total  ownership  of Network 60, LLC.  The
closing has been rescheduled to no later than November 20, 2002.

                                   SIGNATURES

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

                                        Dtomi, Inc.
                                        (Name of Registrant)


Date: November 14, 2002                 By: /s/ John "JT" Thatch
                                            --------------------
                                            Name:  John "JT" Thatch
                                            Title: Chief Executive Officer,
                                            President

                                       16
<PAGE>

EXHIBIT INDEX

Exhibit Number      Title

99.1                Certifying Statement of the Chief Executive Officer pursuant
                    to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.

                                       17
<PAGE>

                                 CERTIFICATIONS

I, John "JT" Thatch, as CEO/President of Dtomi, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Dtomi, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) Designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) Evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) Presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

a) All significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) Any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002                 Dtomi, Inc.


                                        By: /s/
                                            ------------------------------------
                                            John "JT" Thatch
                                            CEO/President/Director

                                       18