**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 March 31, 2006





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





**VOCALSCAPE
      NETWORKS, INC.**





(Exact
      name of registrant as specified in its charter)





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




170
      E.
      Post Road, Suite 206


White
      Plains, New York


(Address
      of principal executive offices, zip code)





(914)
      448-7600


(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 o





As
      of
      March 31, 2006 there were 1,158,040 shares of the Registrant’s common stock,
      $0.001 par value per share, outstanding. As of May 5, 2006, there were 5,800,618
      shares of the issuer’s common stock, $0.001 par value per share, outstanding,
      and 20,000 shares of Series A Convertible Preferred Stock outstanding.





Transitional
      Small Business Disclosure Format (check one):


Yes o
      No x





Indicate
      by check mark whether the registrant is a shell company (as defined in Exchange
      Act Rule 12b-2 of the Exchange Act).    Yes No









**VOCALSCAPE
      NETWORKS, INC.**


**QUARTERLY
      REPORT ON FORM 10-QSB**


**FOR
      THE PERIOD ENDED MARCH 31, 2006**





**INDEX**


**Index**
            
            
            **Page****Part
                I.**
            
            **Financial
                Information**Item 1.
            Financial
                StatementsConsolidated
                Balance Sheet as of March 31, 2006 (unaudited)Consolidated
                Statements of Operations - for the three months ended March 31, 2006
                and
                2005(unaudited)Consolidated
                Statements of Cash Flows for the three months ended March 31, 2006
                and
                2005 (unaudited)Notes
                to Unaudited Consolidated Financial StatementsItem 2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                OperationsItem
                3.Controls
                and Procedures**Part
                II.**
            
            **Other
                Information**Item 1.
            Legal
                ProceedingsItem 2.
            Unregistered
                Sales of Equity Securities and Use of ProceedsItem 3.
            Defaults
                Upon Senior SecuritiesItem 4.
            Submission
                of Matters to a Vote of Security HoldersItem 5.
            Other
                InformationItem 6.
            Exhibits**Signatures****Certifications**








CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS





This
      Form
      10-QSB release contains “forward-looking statements.” In some cases, you can
      identify forward-looking statements by terminology such as “may,” “will,”
“should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of such terms
      and other comparable terminology. These forward-looking statements include,
      without limitation, statements about our market opportunity, our strategies,
      competition, expected activities and expenditures as we pursue our business
      plan, and the adequacy of our available cash resources. Although we believe
      that
      the expectations reflected in the forward-looking statements are reasonable,
      we
      cannot guarantee future results, levels of activity, performance or
      achievements. Actual results may differ materially from the predictions
      discussed in these forward-looking statements. The economic environment within
      which we operate could materially affect our actual results. Additional factors
      that could materially affect these forward-looking statements include, among
      other things, the company’s ability to (i) adapt to rules and regulations that
      may be promulgated that affect how Vocalscape must conduct its
      Voice-over-Internet Protocol business and operations; (ii) market and distribute
      its Voice-over-Internet Protocol services; (iii) secure capital to continue
      operations; (iv) achieve and manage growth; and (v) develop or acquire new
      technology to effectively provide new and/or better services. Additional factors
      that will impact the company’s success include the company’s ability to attract
      and retain qualified personnel; the voting decisions of Robert Koch, who
      controls 97% of the voting power of all security holders of the Vocalscape;
      and
      other factors discussed in Vocalscape’s filings with the Securities and Exchange
      Commission.





Our
      management has included projections and estimates in this Form 10-QSB, which
      are
      based primarily on management’s experience in the industry, assessments of our
      results of operations, discussions and negotiations with third parties and
      a
      review of information filed by our competitors with the Securities and Exchange
      Commission or otherwise publicly available. We caution readers not to place
      undue reliance on any such forward-looking statements, which speak only as
      of
      the date made. We disclaim any obligation subsequently to revise any
      forward-looking statements to reflect events or circumstances after the date
      of
      such statements or to reflect the occurrence of anticipated or unanticipated
      events.





**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS.**




Vocalscape
      Networks, Inc. and Subsidiary


Consolidated
      Balance Sheet


March
      31,
      2006


(Unaudited)




**ASSETS****Current
                  assets:**Cash
                  and cash equivalents
              
              $
              26,479Prepaid
                  expenses
              
              
              2,500Total
                  current assets
              
              
              28,979Property
                  and equipment, net
              
              
              29,879Other
                  assets
              
              
              3,054Development
                  costs, net
              
              
              5,174Total
                  assets
              
              $
              67,086**LIABILITIES
                  AND STOCKHOLDER'S DEFICIT****Current
                  liabilities:**Bank
                  overdraft
              
              $
              22,563Notes
                  payable
              
              
              384,000Notes
                  payable, related parties
              
              
              722,775Loan
                  payable due for software purchase, current portion, net of
                  discount
              
              
              69,781Accounts
                  payable
              
              
              309,323Accounts
                  payable, related parties
              
              
              791,747Accrued
                  expenses
              
              
              1,350,936Convertible
                  debentures
              
              
              84,912Due
                  to former parent, Vocalscape, Inc.
              
              
              260,746Total
                  current liabilities
              
              
              3,996,783**Long
                  term liabilities:**Loan
                  payable due for software purchase, net of discount
              
              
              21,877Total
                  liabilities
              
              
              4,018,660Commitments
                  and contingencies (Note 8)**STOCKHOLDERS'
                  DEFICIT**Preferred
                  stock, $0.001 par value, 25,000,000 authorizedSeries
                  A, voting convertible preferred stock, 100,000shares
                  authorized, 20,000 shares issued and outstanding(liquidation
                  value $0.50 per share)
              
              
              20Common
                  stock, $0.001 par value, 100,000,000 authorized,1,995,075
                  issued and outstanding
              
              
              1,995Common
                  stock issuable at par value (2,716,201 shares)
              
              
              2,716Additional
                  paid-in capital
              
              
              (1,038,939
              )Accumulated
                  deficit
              
              
              (2,917,366
              )Total
                  stockholders' deficit
              
              
              (3,951,574
              )Total
                  liabilities and stockholders' deficit
              
              $
              67,086




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


1





Vocalscape
      Networks, Inc. and Subsidiary


Consolidated
      Statements of Operations


For
      the
      Three Months Ended March 31, 2006 and 2005


(Unaudited)


**2006**
              
              **2005**Revenue
              
              $
              100,967
              
              $
              -Cost
                  of revenue
              
              
              13,151
              
              
              -Gross
                  profit
              
              
              87,816
              
              
              -Costs
                  and expenses:Compensation
              
              
              33,323
              
              
              -Consulting
              
              
              111,624
              
              
              39,545Professional
                  fees
              
              
              132,093
              
              
              7,018Bad
                  debts
              
              
              22,601
              
              
              -General
                  and administration
              
              
              85,096
              
              
              46,058384,737
              
              
              92,621Other
                  income (expense)Interest
                  expense
              
              
              (193,044
              )
              
              (10,593
              )Foreign
                  currency transaction gain (loss), net
              
              
              (3,304
              )
              
              -Total
                  other income (expense)
              
              
              (196,348
              )
              
              (10,593
              )Net
                  loss
              
              $
              (493,269
              )
              $
              (103,214
              )Net
                  loss per share - basic and diluted
              
              $
              (0.18
              )
              $
              (0.09
              )Weighted
                  average shares outstandingduring
                  the period
              
              
              2,747,118
              
              
              1,138,889





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





2
 
 Vocalscape
          Networks, Inc. and Subsidiary
 Consolidated
          Statements of Cash Flows
 For
          the
          Three Months Ended March 31, 2006 and 2005
 (Unaudited)


**2006**
              
              **2005****Cash
                  flows from operating activities:**Net
                  loss
              
              $
              (493,269
              )
              $
              (103,214
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Depreciation
                  and amortization
              
              
              2,425
              
              
              199Advances
                  to affilliate
              
              
              -
              
              
              (113,853
              )Amortization
                  of beneficial conversion on convertibe notes
              
              
              160,000
              
              
              -Software
                  development costs
              
              
              -
              
              
              (36,718
              )Changes
                  in other assets and liabilities:Prepaid
                  expenses and other assets
              
              
              (2,200
              )
              
              -Deferred
                  revenue
              
              
              (45,000
              )
              
              -Accounts
                  payable
              
              
              89,036
              
              
              10,216Accrued
                  expenses
              
              
              31,246
              
              
              (7,389
              )Net
                  cash used in operations
              
              
              (257,762
              )
              
              (250,759
              )**Cash
                  flows from investing activities:**Acquisition
                  of property and equipment
              
              
              -
              
              
              (24,180
              )Net
                  cash used in investing activities
              
              
              -
              
              
              (24,180
              )**Cash
                  flows from financing activities:**Bank
                  overdraft
              
              
              22,563
              
              
              -Payment
                  of expense for Vocalscape, Inc.
              
              
              (4,871
              )
              
              -Loan
                  proceeds from Vocalscape, Inc.
              
              
              -
              
              
              84,917Common
                  stock sales
              
              
              75,802
              
              
              -Repayment
                  of notes payable
              
              
              (21,753
              )
              
              -Loan
                  proceeds
              
              
              212,500
              
              
              198,814Net
                  cash provided by financing activities
              
              
              284,241
              
              
              283,731Net
                  increase (decrease) in cash and cash equivalents
              
              
              26,479
              
              
              8,792Cash
                  and cash equivalents, beginning of period
              
              
              -
              
              
              55,275**Cash
                  and cash equivalents, end of period**
              
              $
              26,479
              
              $
              64,067**Supplemental
                  disclosure of cash flow information:**Cash
                  paid during the period for:Interest
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              -
              
              $
              -




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


3


**Vocalscape
        Networks, Inc. and Subsidiary**
 **Notes
        to Consolidated Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**


**1.**  **NATURE
      OF BUSINESS, BASIS OF PRESENTATION AND GOING CONCERN**




**Basis
      of Presentation -** The
      consolidated financial statements included in this report have been prepared
      by
      the Company pursuant to the rules and regulations of the Securities and Exchange
      Commission for interim reporting and include all adjustments (consisting only
      of
      normal recurring adjustments) that are, in the opinion of management, necessary
      for a fair presentation.





Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with accounting principles generally accepted in the
      United States of America have been condensed or omitted pursuant to such rules
      and regulations for interim reporting. The Company believes that the disclosures
      contained herein are adequate to make the information presented not misleading.
      However, these consolidated financial statements should be read in conjunction
      with the consolidated financial statements and notes thereto included in the
      Company’s Annual Report for the year ended December 31, 2005, which is
      included in the Company’s Form 10-KSB.





**Principles
      of Consolidation -** The
      consolidated financial statements include the accounts of Vocalscape Networks,
      Inc. (the “Company” or “VNI” or “Vocalscape”) and its wholly owned subsidiary
      Vocalscape Networks Operating Subsidiary, Inc. (“VNOS”). All material
      intercompany balances and transactions have been eliminated in consolidation.





**Recapitalization** - On
      October 28, 2005, Vocalscape, Inc. (“VSI”) and Dtomi, Inc. (“Dtomi”) announced
      that on October 4, 2005, Dtomi and its wholly owned subsidiary Vocalscape
      Networks, Inc. (Subsidiary) (“VNI OLD”) effected a merger pursuant to that
      certain Agreement and Plan of Reorganization (the “Agreement”) by and between
      Dtomi and VSI dated August 25, 2005. Effective October 4, 2005, the date that
      Articles of Merger effecting the merger were filed with the Nevada Secretary
      of
      State, VNI OLD became a wholly owned subsidiary of Dtomi. Pursuant to the
      amended Agreement, Dtomi issued shares of its common stock with voting rights
      equal to 82% (1,138,889 common shares) of the voting power of the stockholders
      of Dtomi, to VSI in exchange for VNI OLD merging into a wholly owned subsidiary
      of Dtomi. The transaction closed on October 4, 2005 and the 1,138,889 common
      shares are included in common stock issuable at par as of March 31, 2006. The
      business of VNI OLD became the primary business of Dtomi. Subsequent to the
      recapitalization, Dtomi changed its name to Vocalscape Networks, Inc. and the
      subsidiary changed its name to Vocalscape Networks Operating Subsidiary, Inc.





Due
      to
      the change in control of Dtomi, the transaction was accounted for as a
      recapitalization of VNI OLD.





Accordingly,
      the financial statements of the Company consists of the historical operations
      of
      VNI OLD from its inception, and the operations of Dtomi from the
      recapitalization date. The Company assumed approximately $2.3 million of
      liabilities and deferred stock based costs of approximately $842,000 and is
      deemed to have issued 250,129 common shares to the existing pre-recapitalization
      shareholders of Dtomi. All share and per share data in the accompanying
      financial statements has been retroactively adjusted for the effect of the
      recapitalization.




4


**Vocalscape
        Networks, Inc. and Subsidiary**
 **Notes
        to Consolidated Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**


**Nature
      of Business and Current Operations -** VNOS is
      a developer of Voice over Internet Protocol (VoIP) telephony solutions. VNOS
      provides VoIP telephony solutions and communications software for Internet
      Service Providers (ISPs), Internet Telephony Service Providers (ITSPs) and
      Telecommunications companies worldwide. VNOS develops VoIP and interactive
      communications software, including Soft phone applications, Customer Acquisition
      and Billing Systems, SIP Servers, Gatekeepers and Virtual Calling Cards. VNOS’s
      strategy is to focus on VoIP software and Long Distance termination solutions
      that bring together a full range of communications solutions and services
      thereby providing a turn-key VoIP infrastructure for ISP’s, ITSP’s and
      Telecommunications companies.





**Organization
      -** VNI
      is a
      Nevada corporation, which was incorporated on June 12, 1998. VNOS is a Nevada
      corporation, which was incorporated and began operations on February 5,
      2003.





**Going
      Concern -** The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplate continuation of the Company as a going concern. The Company had
      a
      net loss for the three months ended March 31, 2006 of $493,269, net cash used
      in
      operations for the three months ended March 31, 2006 of $257,762, and
      working capital deficit of $3,967,804, accumulated deficit of $2,917,366 and
      stockholders’ deficit of $3,951,574 at March 31, 2006.





These
      conditions raise substantial doubt about the Company’s ability to continue as a
      going concern. These consolidated financial statements do not include any
      adjustments to reflect the possible future effect on the recoverability and
      classification of assets or the amounts and classifications of liabilities
      that
      may result from the outcome of these uncertainties.




In
      order
      to execute its business plan, the Company will need to raise additional working
      capital and generate revenues. There can be no assurance that the Company will
      be able to obtain the necessary working capital or generate revenues to execute
      its business plan. The Company generated revenues from new customer license
      agreements in 2006, entered into additional promissory notes in 2006 and is
      seeking additional capital.  During
      the first quarter of 2006 the Company received $75,802 from the sale of common
      stock through a Regulation S Stock Purchase Agreement. Management believes
      the
      revenues combined with the above capital raised and its plan to raise additional
      capital will provide the Company with the ability to continue as a going
      concern.





**2.**  **PROPERTY
      AND EQUIPMENT**





Property
      and equipment at March 31, 2006, consists of the following:




Office
                  equipment
              
              $
              35,854Accumulated
                  depreciation
              
              
              (5,975
              )Property
                  and equipment, net
              
              $
              29,879


5




**Vocalscape
      Networks, Inc. and Subsidiary**


**Notes
      to Consolidated Financial Statements**


**March
      31, 2006**


**(Unaudited)**




Depreciation
      expense for the three months ending March 31, 2006 and 2005, were $1,686 and
      $199, respectively.





**3.**  **DEVELOPMENT
      COSTS**





Capitalized
      software development cost consists of the following at March 31,
      2006:




Cost
              
              $
              8,870Accumulated
                  amortization
              
              
              (3,696
              )Software,
                  net
              
              $
              5,174





During
      the three months ended March 31, 2005 the Company recognized $739 of
      amortization expense, upon general release of the software product. During
      the
      three months ended March 31, 2006 the Company recognized $739 of amortization
      expense.





**4.**
            **LOANS
                AND NOTES PAYABLE, LOANS AND NOTES PAYABLE RELATED PARTIES, AND
                CONVERTIBLE DEBENTURES**





Loans
      and
      notes payable to related and unrelated parties consists of the following at
      March 31, 2006:





Note
                payable to the related party director of the Company; due on demand;
                unsecured; with interest at prime plus 3% (10.5% at March 31,
                2006)
            
            $
            500,000Note
                payable to the related party principal shareholder/officer of the
                Company
                and to companies owned or controlled by him; due on demand; unsecured;
                with interest at prime plus 2% to 3% (9.5% to 10.5% at March 31,
                2006)
            
            
            135,075Loan
                payable to wife of a director, with interest at 10%, due March 31,
                2006
            
            
            27,500Loan
                payable to law firm, due on demand, non-interest bearing
            
            
            59,000Loan
                payable due to former officer/director, due on demand, non interest
                bearing
            
            
            1,200Subtotal
                - Notes payable related parties
            
            
            722,775Loans
                payable to two individuals with interest accruing at 10%
            
            
            159,000Notes
                payable to five individuals; due on demand; unsecured; with interest
                at
                prime plus 3% (10.5% at March 31, 2006)
            
            
            225,000Subtotal
                - Notes payable unrelated parties
            
            
            384,000Total
                Notes Payable
            
            $
            1,106,775





6




**Vocalscape
      Networks, Inc. and Subsidiary**


**Notes
      to Consolidated Financial Statements**


**March
      31, 2006**


**(Unaudited)**




The
      weighted average interest rate on short term outstanding as of March 31, 2006
      was 10.37%.





In
      October 2005, upon recapitalization, the Company assumed four 10% one-year
      convertible debentures to four individuals for $11,698, $60,705, $6,121 and
      $6,388 cash. These debentures had been issued in October and November 2004.
      Upon
      expiration of one year or a Company filing of a registration statement for
      any
      of its securities, whichever is earlier, the holder’s principal and accrued
      interest shall automatically convert into a fixed aggregate 1,977 common shares.
      As the Company has not issued the conversion shares, the debentures are still
      reflected as liabilities at March 31, 2006. The embedded conversion options
      were
      determined not to be derivatives at the issuance date or as of March 31, 2006
      since the debt qualifies as conventional convertible debt. Based upon the
      conversion rate at the issuance date, there was no beneficial conversion feature
      recorded.





**Convertible
      Promissory Notes** - In
      March 2006, the Company issued a convertible promissory note for $150,000 with
      interest payable at maturity at 10.5% per annum. The note matures and is due
      March 3, 2008. The note principal is convertible to common stock at a fixed
      price of $.118 per share which equates to 1,271,186 common shares. Management
      has determined that this note qualifies as conventional convertible debt
      pursuant to SFAS 133 and EITF 00-19 and accordingly the embedded conversion
      option is not a derivative. The convertible promissory note was converted into
      common stock in March 2006. The Company computed a beneficial conversion value
      of $150,000 based on the quoted stock price on the grant date of $.60 per share.
      The $150,000 was recorded as a debt discount and credited to additional paid-in
      capital. The debt discount was amortized to interest expense in March 2006
      when
      the note was converted. The note is guaranteed by, Azatel Communications Inc.
      (the “Acquiree ”) (see note 11) with the note holder holding a first security
      interest in substantially all assets of the Acquiree and the Company has
      guaranteed the conversion.





In
      March
      2006, the Company issued a convertible promissory note for $10,000 with interest
      payable at maturity at 10.5% per annum. The note matures and is due March 15,
      2008. The note principal is convertible to common stock at a fixed price of
      $.118 per share which equates to 85,746 common shares. Management has determined
      that this note qualifies as conventional convertible debt pursuant to SFAS
      133
      and EITF 00-19 and accordingly the embedded conversion option is not a
      derivative. The convertible promissory note was converted into common stock
      in
      March 2006. The Company computed a beneficial conversion value of $10,000 based
      on the quoted stock price on the grant date of $.60 per share. The $10,000
      was
      recorded as a debt discount and credited to additional paid-in capital. The
      debt
      discount was amortized to interest expense in March 2006 when the note was
      converted





**5.**  **LOAN
      PAYABLE FOR SOFTWARE PURCHASE**





In
      2004,
      a liability was recorded relating to a software purchase. The software
      purchase price was $200,000 Canadian dollars (“CA$”) payable with CA$26,096 down
      payment and CA$10,842 payable per quarter commencing May 1, 2004 and on August
      1, November 1, February 1 and May 1 in each year thereafter until the purchase
      price is paid in full. In accordance with APB 21, “Interest on Receivables and
      Payables,” the Company imputed interest at 6% or CA$21,845 on this loan payable.
      This resulted in an initial loan payable balance translated to US dollars of
      $136,538, net of discount of $16,742, an initial payment made of $20,000
      (recorded as a note payable to the related party assignor of the purchase
      agreement) and quarterly payments of approximately $8,309 as adjusted for
      foreign currency transaction gains or losses.




7
 
 **Vocalscape
        Networks, Inc. and Subsidiary**
 **Notes
        to Consolidated Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**


The
      loan
      payable balance at March 31, 2006 was as follows:





Loan
                payable
            
            $
            103,352Debt
                discount
            
            
            (11,694
            )Loan
                payable, net of discount
            
            $
            91,658Less:
                current portion
            
            
            (69,781
            )Loan
                payable, long term
            
            $
            21,877





Amortization
      of debt discount recorded as interest expense was $0 and $5,048 in 2005 and
      2004, respectively. This loan payable is collateralized by the software asset.
      Additional interest in the amount of $2,398 was accrued in the three months
      ended March 31, 2005 and $2,550 in the three months ended March 31, 2006. The
      loan is currently in default.





**6.**  **STOCKHOLDERS’
      DEFICIT**





**Recapitalization
      -** In
      October 2005, VNI OLD was acquired by Dtomi, Inc., a public shell, in a
      transaction accounted for as a recapitalization of the Company. All authorized,
      issued and outstanding share and per share data in the accompanying consolidated
      financial statements has been retroactively adjusted to reflect the
      recapitalization. (See Note 1)





**Preferred
      Stock -** The
      Company has authorized 25,000,000 shares of preferred stock. The Board of
      Directors at its discretion may determine the rights and preferences of the
      preferred stock. In December 2005, the Company designated 100,000 shares as
      Series A Convertible Preferred Stock (“Series A shares”). The Series A shares
      upon issuance and consideration received by the Company is convertible to common
      stock on a one-for-one basis at a minimum of 50 shares per conversion. The
      conversion rate is not adjustable except for standard anti-dilution provisions,
      such as stock splits, reorganization or recapitalizations. Upon liquidation
      the
      Series A stockholders would receive $0.50 per share plus any unpaid dividends.
      Each Series A share has voting rights equal to 5,000 common shares. On January
      20, 2006, the Company accepted a subscription from its CEO to purchase 20,000
      Series A shares in exchange for a $5,000 portion of a promissory note due to
      the
      CEO. Such note was previously due to a controlled affiliate of the CEO and
      assigned to the CEO by that affiliate. The issuance of these shares increases
      the CEO’s voting control of the Company to approximately 97%.





**Common
      Stock -** During
      the first quarter of 2006 the Company received $75,802, net of offering costs
      of
      approximately $133,000 from the sale of common stock through a Regulation S
      Stock Purchase Agreement and issued 1,749,826 and has issuable 215,500 common
      shares.




8




**Vocalscape
      Networks, Inc. and Subsidiary**


**Notes
      to Consolidated Financial Statements**


**March
      31, 2006**


**(Unaudited)**





During
      March 2006, the Company issued 1,271,186 common shares upon conversion of a
      convertible note (see Note 4).





During
      March 2006, the Company issued 85,746 common shares upon conversion of a
      convertible note (see Note 4).





**Shares
      Issuance Authorized** - During
      February 2006, the Company authorized 1,550,000 common shares to be issued
      for
      services. The shares will be valued at the quoted market prices on the
      respective measurements dates and the resulting expense will be recognized
      over
      the service periods. The shares have not been issued as of March 31,
      2006.





**7.**  **RELATED
      PARTY TRANSACTIONS**





Notes
      payable to our CEO or his affiliates were $135,075 at March 31,
      2006.





Notes
      payable to a non-employee former director at March 31, 2006 were $500,000.
      This
      director resigned during the first quarter of 2006.





During
      January 2006, the Company received a loan of $27,500 from the wife of a
      director, which bears interest at 10% and is due March 31, 2006. The proceeds
      from the loans were $25,000 with $2,500 of the related party loan being a loan
      fee. As of March 31, 2006, the loan has not been repaid.





Due
      to
      former parent, Vocalscape, Inc. represents open, non-interest bearing advances,
      which are due on demand. The balance outstanding at March 31 2006 was
      $260,746.





For
      purposes of these consolidated financial statements, during 2005, the Company
      has recorded allocated expenses, which were paid by the former parent using
      the
      specific identification method. Management believes the allocation is
      reasonable.





Certain
      officers and directors of the Company remain as officers and directors of the
      former parent, Vocalscape, Inc.





The
      Company has an agreement with a related party director dated August 25, 2005
      for
      legal services with his law firm whereby the related party is periodically
      issued vested non-forfeitable common shares of the Company so the director
      shall
      hold 4.9% of the issued and outstanding common shares and any proceeds from
      the
      sale of such shares by the related party are credited against invoice amounts
      due to that related party for legal services. The agreement has no stated term.
      Due to the contingent nature of the proceeds and the unstated term of the legal
      service agreement, the fair value of any shares issued will be expensed when
      issued. The related party invoices are accrued to accounts payable, periodically
      paid in cash and the accounts payable and legal expenses are credited for any
      proceeds in the period the proceeds are received by the related party and
      reported to the Company. As of March 31, 2006 no proceeds were reported to
      the
      Company and no additional shares were issued as the director held in excess
      of
      4.9% of the common stock of the Company. At March
      31, 2006, accounts payable to this law firm were $777,458 and included in
      accounts payable, related party. In addition, a loan payable to the law firm
      was
      $59,000 and included in loans and notes payable, related parties. Expenses
      incurred by the Company during 2006 to this law firm were $57,983.




9


**Vocalscape
        Networks, Inc. and Subsidiary**
 **Notes
        to Consolidated Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**




**8.**  **COMMITMENTS
      AND CONTINGENCIES**





Legal
      Matters





From
      time
      to time we may become subject to proceedings, lawsuits and other claims in
      the
      ordinary course of business. Such matters are subject to many uncertainties,
      and
      outcomes are not predictable with assurance.




The
      Company is subject to a claim from a consultant vendor for approximately
      $12,200. The Company has filed a counterclaim to recover approximately $21,000
      previously paid to this consultant for non-performance of services. However,
      the
      Company has previously accrued in 2005 the $12,200 which remains accrued at
      March 31, 2006. Management believes it will prevail in this matter.




In
      July
      and August 2005, the Company received correspondence from a former officer
      and
      former employee regarding threatened material litigation relating to alleged
      compensation due to each employee. These amounts relate to periods of Dtomi,
      Inc. prior to the recapitalization transactions of October 2005. Although the
      Company disputes such amounts, these amounts aggregating $687,407 had been
      previously accrued by Dtomi, Inc. in a period prior to 2005 and are reflected
      in
      accrued expenses at March 31, 2006.





The
      Company has received claims from a prior director of Dtomi, Inc. relating to
      periods prior to the October 2005 recapitalization transaction with the Company.
      The cash amounts the director claims he is due total approximately $520,000
      and
      the total shares he claims he is due are estimated by the Company to be
      approximately 6,300. These amounts appear to relate to prior license or other
      alleged agreements between the director and the Company. The Company has accrued
      $86,000 in prior license fees due and has accounted for, in a prior period
      of
      Dtomi, Inc. approximately 15,278 common shares issued by the transfer agent
      in
      the director’s name. The director claims he never received 2,778 of the 15,278
      shares or other anti-dilution shares. Management of the Company disputes the
      remaining cash amounts and believes no anti-dilution shares are due (which
      would
      account for the remaining 3,522 shares) since the license agreement was
      terminated in early 2005 by the licensor. Management believes it will prevail
      in
      this matter. Accordingly, no accruals have been made for the disputed amounts.
      The termination of the Patent License Agreement terminated these and other
      obligations during 2005.





Other
      Commitments





The
      Company is a party to a five-year office lease agreement covering 2,238 square
      feet, which commenced July 1, 2005, for the office in Vancouver, British
      Columbia. The lease provides for 22 monthly payments of CA$2,238 Canadian
      dollars (approximately $1,850 U.S. dollars) with two free months during the
      first 24 months of the agreement; 24 monthly payments of CA$2,331 (approximately
      $1,930 U.S. dollars) during the third and fourth years of the agreement; and
      12
      monthly payments of CA$2,425 (approximately $2,000 U.S. dollars) during the
      final year of the agreement. In addition, the agreement provides for a monthly
      common area maintenance charge of CA$1,585 (approximately $1,315 U.S.
      dollars).




10


**Vocalscape
        Networks, Inc. and Subsidiary**
 **Notes
        to Consolidated Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**


The
      Company is a party to a second office lease agreement, with a two-year term,
      covering 1,435 square feet, which commenced March 1, 2005, for the office in
      White Plains, New York. The agreement calls for monthly rental of
      $2,350.





The
      Company enters into sales agent and distributor agreements to sell its products.
      These agreements are primarily commission based. There were no commissions
      payable as of March 31, 2006.





In
      May
      2005, the Company entered into a one-year consulting agreement for corporate
      advising services. The Company must pay $3,000 per month and a percentage of
      any
      investment capital raised by the consultant. (see legal matters for claim from
      consultant above)





In
      November 2005 the Company executed a Merchant Banking and Consultant Agreement
      whereby the consultant will provide various services to the Company. The
      consultant is to be compensated in 5% cash and 5% capital stock of the value
      of
      any transaction introduced by the consultant to the Company. Such fee would
      be
      payable at the closing of such transaction.





**9.**  **CONCENTRATIONS**





**Revenues
      -** During
      the first quarter of 2005, the company had no revenue. During the first quarter
      of 2006, 100% of revenues were from three customers as follows; Customer 1:
      54%,
      customer 2: 31% and customer 3: 15%.





**10.**  **ACCRUED
      EXPENSES**





Accrued
      expenses at March 31, 2006 consist of the following:




Accrued
                  compensation
              
              $
              900,617Accrued
                  license fees
              
              
              122,000Accrued
                  interest
              
              
              195,326Accrued
                  expenses - other
              
              
              132,993Total
              
              $
              1,350,936





11




**Vocalscape
      Networks, Inc. and Subsidiary**


**Notes
      to Consolidated Financial Statements**


**March
      31, 2006**


**(Unaudited)**




**11.**  **SUBSEQUENT
      EVENTS**





**Share
      Exchange Agreement** - On
      February 26, 2006, Vocalscape and Azatel Communications Inc., a British Columbia
      corporation (“Azatel”), and all of the shareholders of Azatel (the
“Shareholders”), entered into a Share Exchange Agreement (the “Share Exchange
      Agreement”), pursuant to which Vocalscape shall acquire all of the issued and
      outstanding shares of common shares of Azatel in a transaction valued at
      approximately $118,000.  Under the Share Exchange Agreement, Vocalscape
      shall issue 200,000 shares of its common stock to the Shareholders, who number
      three persons, in exchange for all of their respective shares Azatel (the “Share
      Exchange”). Azatel has taken the position that the Share Exchange Agreement is
      terminated.  Vocalscape does not believe that the Share Exchange Agreement
      is terminated. The Agreement is currently on hold and management is uncertain
      whether it will be consummated or not. Therefore, the company has fully reserved
      $22,601, which is the amount advanced through March 31, 2006.





**Shares
      Granted** - On
      April 3, 2006 the Board approved a grant of 250,000 common shares to a current
      director as compensation for future legal services.





**Share
      Conversion Authorized -** On
      April
      3, 2006 the Board approved the conversion of two promissory notes from an
      unrelated party totaling $75,000 at a conversion rate of $0.15 for 500,000
      shares of common stock. Based on the market price of $0.59 per share this will
      create a loss on conversion to the Company of $220,000, which will be recorded
      in April 2006.




12




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




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS**




You
      should read the following discussion and analysis of our financial condition
      and
      results of operations together with our financial statements and related notes
      appearing elsewhere in this Form 10-QSB. This discussion and analysis contains
      forward-looking statements that involve risks, uncertainties and assumptions.
      Our actual results may differ materially from those anticipated in these
      forward-looking statements.




**OVERVIEW**





The
      following discussion relates to the newly merged business of Vocalscape
      Networks, Inc. which includes the operations of its wholly owned subsidiary
      Vocalscape Operating Subsidiary, Inc. Vocalscape is a next generation
      communications provider that provides Voice over Internet Protocol (“VoIP”)
      solutions. The current business of Vocalscape is the result of a merger of
      Dtomi, Inc. with Vocalscape Networks, Inc. on October 4, 2005, a date prior
      to
      which Vocalscape Networks, Inc. was not affiliated with the Company, and the
      Company was named “Dtomi, Inc.” Until October 4, 2005, the Company was named
“Dtomi, Inc", and was a Florida-based, company that was developing the Air
      Spring Axle system, a suspension system for small and medium sized trailers.
      This first fiscal quarter of 2006 is the first full quarterly report since
      the
      merger was consummated.





**PRODUCTS
      AND SERVICES**




Vocalscape
      provides VoIP telephony solutions and communications software for Internet
      Service Providers ("ISPs"), Internet Telephony Service Providers ("ITSPs")
      and
      Telecommunications companies worldwide. Vocalscape develops VoIP and interactive
      communications software including Soft phone applications, Customer Acquisition
      and Billing Systems, SIP Servers, Gatekeepers and Virtual Calling Cards.
      Vocalscape's strategy is to focus on VoIP software and Long Distance termination
      solutions that bring together a full range of communications solutions and
      services thereby providing a turn-key VoIP infrastructure for ISPs, ITSPs and
      Telecommunications companies.





**COMPETITION**





The
      market for VoIP telephony software and services is relatively new and is quickly
      evolving and subject to rapid technological change. The VoIP telephony market
      has also seen significant consolidation and this trend is projected to continue.
      The companies presented below are not meant to be an exhaustive list of
      competitors to Vocalscape, but it represents the largest and most active
      participants in this market: Deltathree, VocalTec Communications Ltd. and
      Net2Phone.





Vocalscape’s
      software solutions operate on the customer’s choice of hardware. Our software
      solutions will support our customer’s choice of business models including,
      pre-paid, post-paid or monthly subscriber billing systems. Vocalscape’s product
      offerings are designed to streamline subscriber provisioning and subscriber
      services online.





**DEVELOPMENT**





Vocalscape
      has a team of engineers with software and systems industry experience. These
      engineers and management have significant experience in telecommunications,
      communication and control systems development. Vocalscape will be able to bring
      to market its products in a timely fashion while retaining the IP, and producing
      a superior product with high reliability and quality. Our core team is
      overseeing the development of: 1) a Seamless 911 Dashboard designed to integrate
      multiple 911 service providers and .2) an IP PBX subscriber system enabling
      resellers to service business customers online with a self-managed telephone
      system.




**DISTRIBUTION
      & MARKETING**





Vocalscape
      has a direct sales team and will build an indirect or reseller sales force.
      Direct resources will target the ISP’s, ITSP’s and Alternative Providers with
      the residential VoIP solution. Indirect channels will include VARs that supply
      the growing VoIP provider market with IP PBX solutions.





The
      direct sales force will also utilize web based leads (generated by search
      engine, blog, publication and email marketing) and outbound telemarketing to
      go
      directly after the solution sales clients. A select number of tradeshows will
      be
      attended to build the Vocalscape brand and the awareness of the solutions and
      product offerings from the company.




**GOING
      CONCERN**




Our
      independent registered public accounting firm has added an explanatory paragraph
      in connection with the December 31, 2005 consolidated financial statements,
      which states that our company has nominal revenues and has incurred net losses
      of $1,890,435 and net cash used in operations of $683,398 in the year ended
      December 31, 2005. Our current liabilities exceed our current assets by
      $3,867,254 and we have an accumulated deficit and stockholder’s deficit of
      $2,424,097 and $3,859,107 at December 31, 2005. These conditions give rise
      to
      substantial doubt about Vocalscape's ability to continue as a going concern.
      Vocalscape's ability to fully commence its operation and generate revenues
      or
      its ability to obtain additional funding will determine its ability to continue
      as a going concern. Our consolidated financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.




13




**RESULTS
        OF OPERATIONS**
  The
        Company recorded revenues of $100,967 for the quarter ending March 31, 2006,
        as
        compared to no revenues for the quarter ending March 31, 2005.
  Bad
        debt
        expense for the quarter ending March 31, 2006 was $22,601, as compared to
        none
        for the quarter ending March 31, 2005.and relates to advances made to Azatel.
        Due to the current uncertainty of us conmsummating the acquisition we have
        reserved 100% of the advances receivable.
  General
        and administrative expenses increased to $85,096 for the quarter ending March
        31, 2006, an increase of 85% over expenses of $46,058 for the quarter ending
        March 31, 2005. General and administrative expenses in this first quarter
        of
        2006 consist primarily of rent, telephone, travel and other general corporate
        and office expenses.
  Interest
        expense was $193,044 for the quarter ending March 31, 2006, an increase of
        1722%
        over expense of $10,593 for the quarter ending March 31, 2005. This interest
        expense consists of interest on various loans, and convertible debentures
        plus
        $160,000 of beneficial conversion value expensed due to the conversion of
        convertible notes.
  Compensation
        expense for the quarter ending March 31, 2006, was $33,323, as compared to
        none
        for the quarter ending March 31, 2005. Compensation expense for the current
        quarter consists of salaries paid to the Company's officers.
  Professional
        fees increased to $132,093 for the quarter ending March 31, 2006, an increase
        of
        1782% of such costs for the quarter ending March 31, 2005 at $7,018. These
        consist of legal and accounting fees in 2006 as a result of us becoming a
        publicly held company.
  Consulting
        fees expense for the quarter ending March 31, 2006 was $111,624, an increase
        of
        182% over expenses of $39,545 for the quarter ending March 31, 2005. The
        consulting fees in this first quarter of 2006 primarily relate to amounts
        paid
        to non-officer personnel.
  Depreciation
        expense for the quarter ending March 31, 2006 was $1,686, an increase of
        747%
        compared to $199 for the quarter ending March 31, 2005.
  The
        net
        loss for the quarter ending March 31, 2006 is $493,269 (net loss per share
        of
        $0.18) compared to the quarter ending March 31, 2005, $103,214 (net loss
        per
        share of $0.09).
  **LIQUIDITY
        AND CAPITAL RESOURCES**
  The
        Company has cash and cash equivalents of $26,479, total current liabilities
        of
        $3,996,783 and total assets of $67,086 at March 31, 2006. The Company continues
        to incur costs, but has not secured adequate new revenue to cover the costs.
        The
        Company does not currently have an adequate source of reliable, long-term
        revenue to fund operations. As a result, Vocalscape 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.
  **PLAN
        OF OPERATION FOR THE NEXT 12 MONTHS**
  Vocalscape
        has limited cash and will only be able to satisfy its cash requirements through
        raising additional funds in the next 12 months.
 
 The
        company recognizes that, without additional financing, the success of
        Vocalscape’s VOIP business is highly uncertain and Vocalscape must adapt its
        business operations to this reality. We are therefore seeking to broaden
        and
        transform our business base through the acquisition of innovative,
        value-differentiated products and services. Our focus is on revenue generating
        businesses poised for rapid growth that can benefit from being part of a
        public
        company and benefit from the sharing of resources and the sharing of costs
        associated with public filings and compliance.


14





We
        have
        limited funds with which to pursue the acquisition of new business
        opportunities, as we have generated losses since our inception. In our pursuit
        of acquiring new business opportunities, we anticipate needing additional
        funds
        to cover legal and accounting expenses, due diligence expenses and other
        costs.
        Subject to the availability of adequate financing, Vocalscape will continue
        to
        focus on providing services to our existing customers, marketing and selling
        our
        products to new customers and the continuous development of our products
        and
        services


**EVENT
      SUBSEQUENT TO THE QUARTER ENDED MARCH 31, 2006**





Shares
      Granted - On April 3, 2006 the Board approved a grant of 250,000 common shares
      to a current director as compensation for future legal services.




**ITEM
      3. CONTROLS AND PROCEDURES.**





As
      of the
      period covered by this report, Vocalscape carried out an evaluation, under
      the
      supervision and with the participation of its management, including Ron
      McIntyre, Vocalscape’s President, who also currently acts as Vocalscape’s
      principal financial officer, of the design and operation of its disclosure
      controls and procedures. Based on this evaluation, Vocalscape’s President
      concluded that Vocalscape’s disclosure controls and procedures are effective for
      the gathering, analyzing and disclosing of information that Vocalscape is
      required to disclose in the reports it files under the Securities Exchange
      Act
      of 1934, within the time periods specified in the SEC’s rules and forms. There
      have been no significant changes in the Vocalscape’s internal controls or in
      other factors that could significantly affect the internal controls subsequent
      to the date of this evaluation.




**PART
      II. OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS.**





The
      Company is not currently subject to any legal proceedings. From time to time,
      the Company may become subjected to litigation or proceedings in connection
      with
      its business, as either a plaintiff or defendant. There are no such pending
      legal proceedings to which the Company is a party that, in the opinion of
      management, is likely to have a material adverse effect on the Company’s
      business, financial condition or results of operations.




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS.**





Between
      January 23 and March 24, 2006, Vocalscape offered and sold and aggregate of
      1,965,326 shares of common stock for approximately $209,000, out of which
      Vocalscape paid fees of approximately $133,000 in connection with the offering.
      The offering of the 1,965,326 shares was made pursuant to Rule 903(b)(3) of
      Regulation S, promulgated pursuant to the Securities Act of 1933, as amended
      (the “Securities Act”). The shares were offered to non-US persons, in an
      offshore offering not involving any directed selling efforts in the
      US.





On
      March
      3, 2006, Vocalscape offered and sold a convertible promissory note in the
      principal sum of $150,000 (the “$150,000 Note”), with interest payable, at
      maturity, at a rate of 10.5% per annum. The note matures and is due March 3,
      2008. All principal and interest due under the $150,000 Note is convertible
      into
      share of common stock of Vocalscape at a price of $0.118 per share. In March
      the
      Note was converted into 1,271,186 shares of common stock. The offerings of
      the
      $150,000 Note and the shares of common stock underlying the $150,000 Note were
      made non-public offerings pursuant to Section 4(2) of the Securities Act, and
      Rule 506 of Regulation D, promulgated thereunder.





About
      March 15, 2006, Vocalscape offered and sold a convertible promissory note in
      the
      principal sum of $10,000 (the “$10,000 Note”), with interest payable, at
      maturity, at a rate of 10.5% per annum. The note matures and is due March 3,
      2008. All principal and interest due under the $10,000 Note is convertible
      into
      share of common stock of Vocalscape at a price of $0.118 per share. In March
      the
      Note was converted into 85,746 shares of common stock. The offering of the
      $10,000 Note and the shares of common stock underlying the $10,000 Note were
      made in a non-public offering pursuant to Section 4(2) of the Securities Act.




15





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.**





None.





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





None.




**ITEM
      5. OTHER INFORMATION.**





On
      April
      13, 2006, Rick Girouard resigned as a director of Vocalscape.





On
      February 26, 2006, Vocalscape, Azatel
      Communications Inc., a British Columbia corporation (“Azatel”), and all
      of the
      shareholders of Azatel (the “Shareholders”), entered into a
      Share
      Exchange Agreement (the
“Share Exchange Agreement”), pursuant to which Vocalscape shall acquire all of
      the issued and outstanding shares of common shares of Azatel in a transaction
      valued at approximately $118,000. Under the Share Exchange Agreement, Vocalscape
      shall issue 200,000 shares of its common stock to the Shareholders, who number
      three persons, in exchange for all of their respective shares Azatel (the “Share
      Exchange”).





Azatel
      has taken the position that the Share Exchange Agreement is terminated.
      Vocalscape does not believe that the Share Exchange Agreement is
      terminated.





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





(a)
      Form
      8-K Filings





On
      January 9, 2006, Vocalscape filed a Form 8-K disclosing the designation of
      100,000 shares of its blank check preferred stock as “Series A Convertible
      Preferred Stock” by filing a Certificate of Designation with the Secretary of
      State of the State of Nevada.





On
      January 23, 2006, Vocalscape filed a Form 8-K disclosing that it had entered
      into a Stock Purchase Agreement with its Chairman and Chief Executive Officer,
      Robert Koch, pursuant to which Mr. Koch agreed to cancel $5,000 of debt owed
      by
      Vocalscape to Mr. Koch in exchange for the purchase 20,000 shares of
      Vocalscape’s Series A Convertible Preferred Stock.





On March
      30,
      2006, Vocalscape filed a Form 8-K disclosing that it had entered into the Share Exchange Agreementwith
      Azatel and the Shareholders and the conversion of a convertible promissory
      note.





On
      April
      27, 2006, Vocalscape filed an Amendment No. 1 to a Form 8-K filed o n
      October
      12, 2005, disclosing certain financial information regarding that certain
      Agreement and Plan of Reorganization dated August 25, 2005 by and among Dtomi,
      Inc., a Nevada corporation, Dtomi Acquisition Corp., a Nevada corporation,
      and
      Vocalscape Networks, Inc., a Nevada corporation, as amended.





16




(b)
      Exhibits




Exhibit
              Number
            Description  3.1.1
            Articles
                of Incorporation of the Company (incorporated by reference to the
                Company’s Registration Statement on Form 10-SB 12G/A filed on November 26,
                1999).





3.1.2
            Certificate
                of Amendment to Articles of Incorporation of the Company (incorporated
                by
                reference to the Company’s Registration Statement on Form 10-SB 12G/A
                filed on November 26, 1999).





3.1.3
            Certificate
                of Amendment to Articles of Incorporation of the Company filed October
                25,
                2001 (incorporated by reference to the Company’s Quarterly Report on Form
                10-QSB filed on December 18, 2001).





3.1.4
            Certificate
                of Amendment to Articles of Incorporation of the Company filed November
                6,
                2005 (incorporated by reference to the Company’s Annual Report on Form
                10-KSB filed on May 18, 2006).





3.2.1
            Bylaws
                of Dtomi (incorporated by reference to the Company’s Registration
                Statement on Form 10-SB 12G/A filed on November 26,
                1999).





31.1
            Certification
                of Principal Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.





31.2
            Certification
                of Principal Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.





32.1
            Certification
                of Principal Executive Officer and Principal Financial Officer Pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002.





17




**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: May
              22,
              2006
            By:
            /s/ Ron
              McIntyreRon
              McIntyrePresident


18





**EXHIBIT
      INDEX**




**Exhibit**
                **Number**
              **Description**  3.1.1
              Articles
                  of Incorporation of the Company (incorporated by reference to the
                  Company’s Registration Statement on Form 10-SB 12G/A filed on November
                  26,
                  1999).
 
 3.1.2
              Certificate
                  of Amendment to Articles of Incorporation of the Company (incorporated
                  by
                  reference to the Company’s Registration Statement on Form 10-SB 12G/A
                  filed on November 26, 1999).
 
 3.1.3
              Certificate
                  of Amendment to Articles of Incorporation of the Company filed
                  October 25,
                  2001 (incorporated by reference to the Company’s Quarterly Report on Form
                  10-QSB filed on December 18, 2001).
 
 3.1.4
              Certificate
                  of Amendment to Articles of Incorporation of the Company filed
                  November 6,
                  2005 (incorporated by reference to the Company’s Annual Report on Form
                  10-KSB filed on May 18, 2006).
 
 3.2.1
              Bylaws
                  of Dtomi (incorporated by reference to the Company’s Registration
                  Statement on Form 10-SB 12G/A filed on November 26,
                  1999).
 
 31.1
              Certification
                  of Principal Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.
 
 31.2
              Certification
                  of Principal Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.
 
 32.1
              Certification
                  of Principal Executive Officer and Principal Financial Officer
                  Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of
                  2002.
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