UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO

                                   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 June 30, 2004

                                       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.)

                       950 S. Pine Island Road, Suite A150
                            Plantation, Florida 33324
               (Address of principal executive offices, zip code)

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

                        200 Ninth Avenue North, Suite 220
                          Safety Harbor, Florida, 34965

              (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 June 30,  2004 there were  28,981,725  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 JUNE 30, 2003

                                      INDEX

PART I - FINANCIAL INFORMATION................................................3
   ITEM 1.   Financial Statements.............................................3
                     BALANCE SHEETS...........................................3
                     STATEMENTS OF OPERATIONS.................................4
                     STATEMENTS OF CASH FLOWS.................................5
                     NOTES TO FINANCIAL STATEMENTS............................6
   ITEM 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations.......................................8
   ITEM 3.   Controls and Procedures..........................................11
PART II - OTHER INFORMATION...................................................11
   ITEM 1.   Legal Proceedings................................................11
   ITEM 2.   Changes in Securities and Use of Proceeds........................11
   ITEM 3.   Defaults Upon Senior Securities..................................11
   ITEM 4.   Submission of Matters to a Vote of Security Holders..............12
   ITEM 5.   Other Information................................................12
   ITEM 6.   Exhibits and Reports on Form 8-K.................................12

SIGNATURES....................................................................13



              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company uses words like  "expects,"  "believes,"  "intends,"  "anticipates,"
"plans,"  "targets,"  "projects" or "estimates" in this Form 10-QSB.  When used,
these words and other,  similar words and phrases or  statements  that an event,
action or result  "will,"  "may,"  "could,"  or "should"  occur,  be taken or be
achieved identify "forward-looking"  statements. Such forward-looking statements
reflect  our  current  views with  respect to future  events and are  subject to
certain  risks,   uncertainties   and  assumptions,   including  the  risks  and
uncertainties  outlined  under the section titled  "Management's  Discussion and
Analysis"  in  Item  2.  Should  one or more of  these  risks  or  uncertainties
materialize,  or should underlying  assumptions prove incorrect,  actual results
may vary materially from those anticipated, believed, estimated or expected.

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.


                                       2
<PAGE>


                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                   Dtomi, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                                  June 30, 2004
                                   (Unaudited)

                                     ASSETS

                                                                    As restated
                                                                      (Note 5)

CURRENT ASSETS

Cash                                                                $        --
                                                                    -----------
TOTAL CURRENT ASSETS                                                         --
                                                                    -----------

 PROPERTY AND EQUIPMENT, NET                                             27,589
                                                                    -----------

 DEFERRED CONSULTING EXPENSE                                            245,000

 TOTAL ASSETS                                                       $   272,589
                                                                    ===========

                     Liabilities & Stockholders' Deficiency

CURRENT LIABILITIES

Cash Overdraft                                                           12,089
Loans payable                                                           159,000
Accounts payable                                                         80,527
Accounts payable - related party                                        141,917
Accrued interest                                                         24,787
Due to affiliate                                                         14,289
Accrued license fees                                                     41,000
Accrued compensation                                                    693,999
Other accrued expenses                                                  402,958
                                                                    -----------
TOTAL CURRENT LIABILITIES                                             1,570,566
                                                                    -----------
 Stockholders' Deficiency

 Preferred stock, $0.001 par value, 25,000,000 shares authorized,
      none issued and outstanding                                            --
 Common stock, $0.001 par value, 100,000,000 shares authorized,
      (28,981,725 shares issued and outstanding)                         28,981
 Common stock issuable, at par value (7,706,637 shares)                   7,707
 Additional paid-in capital                                           8,259,668
 Acumulated deficit through March 31, 2003                           (5,702,783)
 Deficit accumulated during the development stage                    (3,026,991)
                                                                    -----------
                                                                       (433,418)

 Less subscriptions receivable                                          (47,500)
 Less deferred consulting fees                                         (817,059)
                                                                    -----------
 TOTAL STOCKHOLDERS' DEFICIENCY                                      (1,297,977)
                                                                    -----------

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $   272,589
                                                                    ===========


                 See accompanying notes to financial statements


                                       3
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                                 FROM
                                                                                                             APRIL 1, 2003
                                                  FOR THE THREE MONTHS              FOR THE SIX MONTHS       (INCEPTION OF
                                                      ENDED JUNE 30                   ENDED JUNE 30           DEVELOPMENT
                                             ----------------------------    ----------------------------     STAGE) TO
                                                 2004            2003           2004             2003        JUNE 30, 2004
                                             As restated                     As restated                     As restated
                                               (Note 5)                        (Note 5)                        (Note 5)
                                             ------------    ------------    ------------    ------------    ------------
<S>                                          <C>             <C>             <C>             <C>             <C>

REVENUES                                     $         --    $         --    $         --    $         --    $         --

Cost of Revenues                                       --              --              --              --              --
                                             ------------    ------------    ------------    ------------    ------------

GROSS PROFIT                                           --              --              --              --              --
OPERATING EXPENSES
Compensation                                       75,087          26,107         128,431           3,160         966,789
Consulting                                        129,820         133,931         267,096         144,561         934,000
Depreciation                                        1,182           7,590           1,972          15,180          17,339
General and administrative                        235,361           5,813         291,414          10,942         447,101
License Fee                                            --              --              --              --          90,000
Professional fees                                 214,584          88,361         287,901         172,689         563,868
Rent                                                6,859          15,408          12,484          46,224          34,061
Impairment loss                                        --         392,559              --         392,559         392,559
Sales, marketing and advertising                      180           4,616           7,989           4,616          38,053
                                             ------------    ------------    ------------    ------------    ------------
TOTAL OPERATING EXPENSES                          663,073         674,385         997,287         789,931       3,483,770
                                             ------------    ------------    ------------    ------------    ------------
Loss from Operations                             (663,073)       (674,385)       (997,287)       (789,931)     (3,483,770)
                                             ------------    ------------    ------------    ------------    ------------
OTHER INCOME (EXPENSE)

Interest expense                                   (4,169)         (9,761)         (8,179)        (18,224)        (31,442)
Settlement loss                                   (13,660)        112,634          (8,674)        112,634         488,221
                                             ------------    ------------    ------------    ------------    ------------
TOTAL OTHER INCOME (EXPENSE), NET                 (17,829)        102,873         (16,853)         94,410         456,779
                                             ------------    ------------    ------------    ------------    ------------
NET LOSS                                     $   (680,902)   $   (571,512)   $ (1,014,140)   $   (695,521)   $ (3,026,991)
                                             ============    ============    ============    ============    ============
Basic and Diluted Loss Per Common Share:     $      (0.02)   $      (0.15)   $      (0.03)   $      (0.30)   $      (0.14)
                                             ============    ============    ============    ============    ============
Weighted average common shares outstanding     35,252,842       3,723,200      34,455,792       2,354,592      22,398,488
                                             ============    ============    ============    ============    ============
</TABLE>


                    See accompanying notes to financial statements

                                       4
<PAGE>


                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                   FROM
                                                                               APRIL 1, 2003
                                                                               (INCEPTION OF
                                                 SIX MONTHS      SIX MONTHS    DEVELOPMENT
                                                    ENDED          ENDED        STAGE) TO
                                                   JUNE 30,       JUNE 30,       JUNE 30,
                                                    2004            2003           2004
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>
                                                 As Restated                   As Restated
                                                   (Note 5)                      (Note 5)
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                                         $(1,014,140)   $  (695,921)   $(3,026,991)
Adjustments to reconcile net loss to net cash
     used in operating activities
Stock based expenses for services                         --        110,460        296,748
Gain on debt settlement                                   --        (78,080)      (130,495)
Loss on debt settlement                               13,660             --         39,819
Depreciation                                           1,972         15,180         17,339
Settlement gain on patent                                 --             --       (392,559)
Impairment loss on patent                                 --        392,559        392,559
Deferred consulting amortization                     207,263         82,446        669,152
Penalty expense                                      172,556             --        172,556
CHANGES IN OPERATING ASSETS AND LIABILITIES:
(Increase) decrease in:

Deferred consulting                                   30,000             --         55,000
Increase (decrease) in:
Cash Overdraft                                        12,089             --         12,089
Accounts payable                                     (32,907)       104,018        (58,799)
Accounts payable, related party                      130,183             --       (130,280)
Accrued compensation                                   6,592          7,200        638,693
Accrued interest and expenses                         94,887        (16,330)       134,400
Due to affiliate                                       5,513             --         61,437
Liabilities assumed                                       --        (19,000)            --
Accrued license fees                                  21,000             --         41,000
                                                 -----------    -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES               (351,332)       (97,468)    (1,208,332)
                                                 -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment                   (24,133)            --        (29,748)
                                                 -----------    -----------    -----------
NET USED IN INVESTING ACTIVITIES                     (24,133)            --        (29,748)
                                                 -----------    -----------    -----------

Cash Flows from Financing Activities

Proceeds from affiliate loans                             --         15,408        (15,408)
Proceeds from convertible debentures                      --         37,000         37,000
Proceeds from sale of common stock, net              136,015         30,000      1,215,022
Proceeds from exercise of warrants and options         1,137         10,000          1,137
                                                 -----------    -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES            137,152         92,408      1,237,751
                                                 -----------    -----------    -----------

Net Increase (Decrease) in Cash                  $  (238,313)   $    (5,060)   $      (329)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR       238,313          6,269            329
                                                 -----------    -----------    -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR         $        --    $     1,209    $        --
                                                 ===========    ===========    ===========



Supplemental Disclosure of Non-Cash
   Investing and Financing Activities:

Settlement of $294,530 of debt and $44,616
   of accrued interest with stock.                        --             --        339,146

Loan payable was converted to a
   convertible debenture.                                 --             --         15,000

Shares issuable reported as deferred consulting       53,823             --        164,494

</TABLE>


                     See accompanying notes to financial statements


                                       5
<PAGE>


                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (Unaudited)

NOTE 1:  BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

The accompanying unaudited 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 financial information.  Accordingly,  they do not include
all the information and footnotes necessary for a comprehensive  presentation of
financial  position and results of operations  and should be read in conjunction
with the  Company's  Annual  Report Form 10-KSB for the year ended  December 31,
2003.

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

NOTE 2:  PROPERTY AND EQUIPMENT


In  February,  2004,  the Company  purchased a 2000 Ford F-250  Pickup Truck for
$19,000 cash to be depreciated over 7 years.

In  March,  2004,  the  Company  purchased  a  computer  for  $2,050  cash to be
depreciated over 3 years.

In May, 2004, the Company purchased a tower and trailing arm for its development
trailer for $3,080 cash to be depreciated over 5 years.

NOTE 3:  RELATED PARTY

At June 30, 2004,  $140,774 of Accounts  Payable  Related  Party is due to a law
firm whose principal is a director of the Company.

NOTE 4:  STOCKHOLDERS' DEFICIENCY

STOCK ISSUANCES

During the quarter  ended March 31, 2004,  the Company  granted  800,000  common
shares to extend an  existing  consulting  agreement  by nine months and another
100,000 shares as additional compensation to an existing one-year agreement. The
shares were valued at $0.095 per share, or an aggregate  value of $85,500.  This
amount is recognized over the term of the consulting agreements.

During the quarter ended June 30, 2004, the Company incurred penalties under the
registration  rights  terms of the recent  Regulation  D Rule 506  offering  for
failure to file a  registration  statement  timely.  The company is obligated to
issue  1,823,254  warrants  exercisable at $0.18 per share.  These warrants were
valued using the Black-Scholes  method,  incurring a penalty expense of $172,556
as of June 30, 2004.

During the quarter ended March 31, 2004, the Company  became  obligated to issue
an  additional  264,958  common  shares  under  antidilution   provisions  of  a
consulting  agreement.  The shares  were valued at $0.095 per share based on the
recent offering to be recognized over the remaining term.

During the quarter ended June 30, 2004,  the Company  became  obligated to issue
516,561  common  shares  pursuant  to the  anti-dilution  terms of a  Consulting
Agreement.  The  shares  were  valued at $0.095  per share  based on the  recent
offering to be recognized over the remaining term.

During the quarter ended June 30, 2004, the Company authorized and issued 50,000
common shares under a one-year consulting  agreement.  The shares were valued at
$0.095 per share,  or $4,750.  This  amount is  recognized  over the term of the
consulting agreement.

During the quarter ended June 30, 2004,  the company  authorized  199,994 common
shares and issued 178,942  common shares with 21,052  issuable at June 30, 2004,
and a warrant to purchase  200,415  common shares at an exercise  price of $0.18
per share to settle a $17,000 convertible debenture and $2,000 accrued interest.
A settlement loss of $13,660 was recognized.


                                       6
<PAGE>


During the  quarter  ended June 30,  2004,  the  Company  authorized  and issued
368,410 common shares at $0.095 per share, or $35,000, and a warrant to purchase
381,041  common shares at an exercise  price of $0.18 per share  pursuant to the
Unit offering.

During the  quarter  ended June 30,  2004,  the  Company  authorized  and issued
277,776  common shares for a purchase  price of $0.18 per share for an aggregate
value of $50,000, which was received during the second quarter.

In April,  2004, an investor exercised warrants for 6,316 common shares and paid
the exercise price of $0.18 per share for total proceeds of $1,137.

During the quarter  ended June 30, 2004,  the Company  entered  into  settlement
agreements  to resolve  monies owed to the Company  for  950,000  shares  issued
before  payment was received and to resolve finder fees and expenses owed by the
Company  related  to  various  stock  issuances.  According  to the terms of the
agreements, $31,250 owed to the Company in subscriptions receivable is cancelled
by $31,250  owed by the  Company in finders  fees and  expenses.  The Company is
obligated to issue warrants to purchase 85,614 common shares at a purchase price
of  $0.001  per  share at any time 60 days  from  the date of  issuance  of such
warrants. The company received $49,000 cash leaving a subscription receivable of
$10,000 at June 30, 2003.

There were warrants to purchase  15,800,238 common shares at $0.18 per share and
warrants to purchase  85,614  common shares at $0.001 per share  outstanding  at
June 30,2004.

There were options to purchase  3,339,130  common  shares at a weighted  average
exercise price of $0.16 per share at June 30, 2004.

NOTE 5:  GOING CONCERN

As reflected in the  accompanying  financial  statements,  the Company has a net
loss for the three  months  ended June 30,  2004 of  $680,902,  a  stockholders'
deficiency of $1,297,977 and a deficit  accumulated during the development stage
of  $3,026,991 at June 30, 2004;  cash used in  operations  for the three months
ended June 30, 2004 of $361,406, a working capital deficit of $1,570,566 at June
30, 2004,  and is a development  stage company with no 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.

NOTE 5:  RESTATEMENT

Subsequent  to the  issuance of the  financial  statement of the Company for the
three and six months ended June 30, 2004,  management  determined  that invoices
totaling $140,774 from a law firm, whose principal is a director of the Company,
were not recorded.  The effect of the  restatement  is to increase legal expense
and  increase  net loss for the  three and six  months  ended  June 30,  2004 by
$140,774 and increase  accounts  payable,  related party by $140,774 at June 30,
2004. In addition,  $8,690 was reclassified  from accounts payable related party
to accounts payable.


                                       7
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS  ENDED JUNE 30, 2004 AS COMPARED TO THE SIX MONTHS ENDED JUNE
30, 2003

OVERVIEW

Dtomi is a Florida-based,  publicly traded company that has an exclusive license
to the Air Spring AxleTM system, an innovative,  patented  suspension system for
small and medium sized  trailers  (under  26,000lb GVWR) that allows the rear of
the trailer to be lowered to ground level.

We remain a  development  stage  company and have not generated any revenue from
customers   to  date.   We  have  no  material   agreements,   arrangements   or
understandings with any customers.  We pan to generate revenues through the sale
of our Air Spring AxleTM device.

Dtomi has made visits to  approximately 15 of the large and medium sized trailer
manufacturers  in the US with the goal of having  them  license  the Air  Spring
AxleTM. We do not have nay agreements with such manufacturers.  Dtomi intends to
focus on medium  sized  manufacturers  who are  looking  to offer  the  market a
differentiated  product,  and  also  have the  resources  to  capitalize  on the
attractiveness of the Air Spring AxleTM.

Intended marketing initiatives include:

o Participation  in key associations  including the American Rental  Association
and the National Association of Trailer Manufacturers. o A comprehensive website
o Publicity  with  specialty  magazines o Direct sales and marketing  efforts at
key, and o Demonstrations at specialty market shows catering to a broad range of
other segments, including horses and automobiles

GOING CONCERN

Our independent auditors have added an explanatory  paragraph in connection with
the December 31, 2003 financial statements,  which states that our Company is in
the development stage and has incurred a net losses of $2,137,260 and $1,579,752
in the years  ended  December  31,  2003 and  2002,  respectively.  Our  current
liabilities exceed our current assets. These conditions give rise to substantial
doubt about Dtomi's  ability to continue as a going concern.  Dtomi'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 financial  statements do not include any adjustments  that might result form
the outcome of this uncertainty.

RESULTS OF OPERATIONS

Dtomi had no recorded  revenues or cost of revenues for the quarter  ending June
30, 2004, no change from the quarter ending June 30, 2003.

Sales and marketing  expenses  decreased to $180 for the quarter ending June 30,
2004, a decrease of 96% over the quarter ending June 30, 2003.

General and administrative expenses increased to $235,361 for the quarter ending
June 30,  2004,  an  increase  of 3950% over  expenses of $5,813 for the quarter
ending June 30, 2003. General and administrative expenses in this second quarter
of 2004  consist  primarily  of travel and  entertainment  of  $25,052,  penalty
warrants  expense of $172,556,  patent  license fees of $30,000,  stock transfer
agent and filing fees of $3,393 and other general corporate and office expenses.
Travel and  entertainment  reflects  trade show  visits and  demonstration  road
trips,  which were  designed to  introduce  the Air Spring  AxleTM to  potential
customers and gather market feedback.


                                       8
<PAGE>

Interest  expense was $4,169 for the quarter  ending June 30, 2004,  compared to
$9,761 for the quarter ending June 30, 2003. This interest  expense  consists of
interest on various loans.  The loans balance during this second quarter of 2004
was lower due to various settlements, decreasing the interest expense.

A settlement  loss of $13,660 was recognized in the quarter ending June 30, 2004
as the effect of settling a portion of Dtomi's debts. In the quarter ending June
30,  2003  there  was a  settlement  gain  of  $112,634  as the  effect  of debt
settlements.

Compensation expense for the quarter ending June 30, 2004 was $75,087,  compared
to  $26,107  for the  quarter  ending  June  30,  2003,  an  increase  of  188%.
Compensation  expense for the current period consist of salaries paid to Dtomi's
officers.

Professional  fees decreased to $214,584 for the quarter ending June 30, 2004, a
decrease  of 143%  over such  costs  for the  quarter  ending  June 30,  2003 at
$88,361.  These professional fees consist primarily of legal and accounting fees
that were  incurred as a result of fund  raising  efforts,  audit  requirements,
interim filings, and drafting securities regulatory documentation.

Consulting  fees expense for the quarter  ending June 30, 2004 was  $129,820,  a
decrease of 3% over  expenses of $133,931 for the quarter  ending June 30, 2003.
These  consulting  fees in this  second  quarter  of 2004  primarily  relate  to
amortization  of deferred  consulting  fees from various stock based  consulting
agreements.

Depreciation  expense for the quarter ending June 30, 2004 was $1,182,  compared
to $7,590 for the quarter ending June 30, 2003. These expenses consist of $1,131
of depreciation of existing assets, and $51 of depreciation expense of new asset
additions.

The net loss for the quarter  ending  June 30,  2004 is  $680,902  (net loss per
share of $0.02) compared to the quarter ending June 30, 2003, $571,512 (net loss
per share of $.15).

LIQUIDITY AND CAPITAL RESOURCES

Dtomi 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 Dtomi  will in the future  achieve a
consistent and reliable revenue stream adequate to support continued operations.
In addition,  there are no assurances that Dtomi 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 no cash and cash equivalents,  total current liabilities of $1,429,792
and total assets of $272,589 at June 30, 2004.  Dtomi  continues to incur costs,
but has not  secured  adequate  new  revenue  to  cover  the  costs.  We have no
short-term sources of liquidity.

TRANSACTIONS WITH RELATED PARTIES

As described in Security  Ownership of Certain  Beneficial Owners and Management
section of this registration statement,  Dtomi has issued shares of common stock
to all 4 directors and/or officers of Dtomi. John Haddock is he beneficial owner
of  2,105,200,  shares  of  common  stock  issued  by  Dtomi to Mr.  Haddock  in
connection  with his services to Dtomi.  David Otto is the  beneficial  owner of
500,000  shares of common stock issued by Dtomi to Mr. Otto in  connection  with
his services as Chairman and Secretary to Dtomi.  John Simpson is the beneficial
owner of  approximately  8,066,808  shares of common stock issued or issuable by
Dtomi to Mr. Simpson in connection with his of the Air Spring Axle technology to
Dtomi.  All issuances are in connection with services  provided to Dtomi by each
director  and/or officer.  Dtomi believes such  arrangement to be fair primarily
because it  believed  that a viable  business  could be  developed  using he Air
Spring  Axle  technology  and Dtomi did not have cash to acquire  the Air Spring
Axle technology from Mr. Simpson.

On July 16, 2004,  John Haddock loaned Dtomi $15,000 cash. As a condition of the
loan,  Dtomi signed a promissory  note to Mr. Haddock for a principal  amount of
$15,000,  due on August 18,  2004,  with  interest at 8% per annum and granted a
security  interest on a truck of  Dtomi's.  The  truck's  fair  market  value is
estimated to be  approximately  $18,000 Dtomi is in default on the loan from Mr.
Haddock,  and Mr. Haddock has not foreclosed on his loan or taken  possession of
the truck.  Dtomi  believes that  arrangement  with OLG to be fair because Dtomi
otherwise would not have the ability to obtain cash loan for such $15,000.


                                       9
<PAGE>

Dtomi has an engagement  agreement with the law firm,  The Otto Law Group,  PLLC
("OLG"),  David Otto, Chairman and Secretary holds all equity securities of OLG.
Dtomi  believes  that  arrangement  with OLG to be fair because Dtomi cannot pay
cash to OLG,  while OLG has agreed to provide legal  services  until such time a
Dtomi can compensate OLG for its services.

PLAN OF OPERATION FOR THE NEXT 12 MONTHS

Dtomi currently  operates  thorough the willingness of its directors,  officers,
consultants and professional  advisors willingness to continue working on behalf
of Dtomi for no cash compensation,  though Dtomi has obligation to pay such cash
compensation.  Dtomi  has no cash  and  will  only be able to  satisfy  its cash
requirements through raising additional funds in the next 12 months.

Subject to the ongoing  availability of adequate financing,  Dtomi will continue
to focus on quickly  bringing its  innovative  suspension  product to market.  A
10,000lb GVWR tandem (dual) axle utility  trailer has been developed and will go
into  production  towards  the  end of the  third  quarter.  This  trailer  will
initially be focused on the contractor equipment and contractor equipment rental
markets where the Air Spring Axle's ease of loading  provides  clear  commercial
benefits.  A motorcycle trailer is also under  development.  In support of these
efforts,  marketing  and sales  initiatives  will be  increased  in an effort to
quickly gain market acceptance and orders.  These  initiatives  include building
demonstration  trailers  and  actively  promoting  the Air Spring axle through a
number of different  media.  The  manufacture  of trailers  will  continue to be
contracted  out,   although  Dtomi  will  supply  certain  critical   suspension
components.  Development  resources  will be  increased  to ensure an  adequate,
low-cost supply of cast  suspension  components and to expand the range of axles
available  to trailer  manufacturers.  Dtomi will also  continue to seek out and
encourage trailer manufacturers to license the suspension design and incorporate
it into their product offerings.

The  material  event  required  to  begin  to  generate  revenues  is to have an
agreement  with a trailer  manufacturer  to supply the Air Spring AxleTM system.
Additionally,  revenue will be generated through the sale of completed trailers,
equipped  with the Air Spring  AxleTM,  sold to rental  fleets and  through  the
licensing of the axle design to trailer manufacturers.

Dtomi has made visits to  approximately 15 of the large and medium sized trailer
manufacturers  in the US with the goal of having  them  license  the Air  Spring
AxleTM. We do not have nay agreements with such manufacturers.  Dtomi intends to
focus on medium  sized  manufacturers  who are  looking  to offer  the  market a
differentiated  product,  and  also  have the  resources  to  capitalize  on the
attractiveness of the Air Spring AxleTM.

Intended marketing initiatives include:

o    Participation in key associations including the American Rental Association
     and the National Association of Trailer Manufacturers.
o    A comprehensive website
o    Publicity with specialty  magazines
o    Direct sales and marketing efforts at key, and
o    Demonstrations at specialty market shows catering to a broad range of other
     segments, including horses and automobiles

The  foregoing  events  and  market  initiatives  would  require   approximately
$1,000,000  and would  take place  during the course of the 12 months  following
such funds being available to Dtomi.

SUBSEQUENT EVENTS QUARTER ENDING JUNE 30, 2004

None.


                                       10
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

Within 90 days prior to the filing of this  report,  the Company  carried out an
evaluation,  under the supervision and with the participation of its management,
including  the Chief  Executive  Officer,  of the  design and  operation  of its
disclosure  controls and  procedures.  Based on this  evaluation,  the Company's
Chief Executive  Officer  concluded that the Company's  disclosure  controls and
procedures  are  effective  for the  gathering,  analyzing  and  disclosing  the
information  the  Company 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 Company'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 a  party  to any  material  legal  proceedings  and to our
knowledge, no such proceedings are threatened or contemplated.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

COMMON STOCK ISSUED

Of the total amount of issuable "penalty  warrants"  pursuant to the October 29,
2003 unit offering (as defined  below) and calculated by the Company for a total
of 1,823,254  penalty  warrants,  on April 2, 2004, the Company issued 1,691,323
penalty  warrants to  purchase  shares of common  stock at an exercise  price of
$0.18 per share,  at any time prior to December  31,  2006.  The  warrants  were
issued  pursuant  to the  term of that  certain  Registration  Rights  Agreement
entered  into by the  Company  and the  offerees  of the  warrants  in a private
placement  in  October  2003.  The  Company  failed to timely  register  certain
securities  and was,  therefore,  obligated  to issue  additional  warrants as a
"penalty." The offering of the  additional  warrants was made in reliance on the
exemption from  registration  afforded by Rule 506 of Regulation D,  promulgated
pursuant to the Act.

In an offering (the "Unit Offering") that began on October 29, 2003, the Company
entered  into  subscription  agreements  for the  purchase of common stock and a
warrant  (together,  a "Unit  Purchase  Agreement"),  which was effected in four
"tranches."  Tranche 4 was  effected on April 19, 2004 for 54 Units for proceeds
of $35,000 cash and $19,000 of existing debt.  Each Unit (a "Unit")  consists of
10,526  shares of our common  stock,  and one warrant for the purchase of 10,526
shares of common stock at a purchase price of $0.18 per share,  through December
31, 2006, upon which the warrant will expire. The offering of the Units was made
in  reliance  on the  exemptions  from  registration  afforded  by  Rule  506 of
Regulation D, Rule 903(b)(3) of Regulation S, promulgated pursuant to the Act.

On April 29,  2004,  we offered and sold an  aggregate  of 50,000  shares of our
common stock to one investor in exchange for marketing  services to Dtomi by the
investor. No commissions or fees were paid in connection with the offering.  The
offering was made pursuant to Rule 903(b)(3) of Regulation S of the Act.

On May 26,  2004,  we offered and sold and  aggregate  of 227,776  shares of our
common  stock to 2  investors  for a purchase  price of $0.18 per share,  for an
aggregate  purchase price of $50,000,  in reliance upon Section 4(2) of the Act,
and Rule 506 promulgated thereunder. We paid a finder fee of $5,000 and issued a
warrant to purchase  5,000  shares of our common  stock in  connection  with the
offering.

On June 18,  2004,  we offered  and sold  90.25  Units to five  investors  at an
offering  price of $1,000 per Unit.  The offering was made in reliance upon Rule
903(b)(3) of Regulation S promulgated pursuant to the Act.

On May 24, 2004,  we issued 6,316 shares of common stock at a purchase  price of
$0.18 per  share or an  aggregate  of  $1,137,  pursuant  to the  exercise  of a
warrant.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.


                                       11
<PAGE>


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

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).

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

31.1.             CEO   Certification   Pursuant   to   Section   302   of   the
                  Sarbanes-Oxley Act of 2002.

                                                                             11

31.2.             CEO   Certification   Pursuant   to   Section   906   of   the
                  Sarbanes-Oxley Act of 2002.

(b)               No such reports on Form 8-K have been filed during the quarter
                  for which this report is filed.



                                       12
<PAGE>


                                   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:  September 1, 2004                         By:   /s/ John Haddock
                                                   -----------------------------
                                                   John Haddock
                                                   Chief Executive Officer


                                  EXHIBIT INDEX

EXHIBIT
NUMBER           DESCRIPTION
-------          -----------

3.1.4.           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).

3.1.5.           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).

3.1.6.           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).

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

31.1.            CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley
                 Act of 2002.

31.2.            CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley
                 Act of 2002.





                                       13