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

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 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)


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



Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [_]

As of September 30, 2004 there were 35,204,133 shares of the Registrant's common
stock, $0.001 par value per share, outstanding.

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


<PAGE>



                                   DTOMI, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                     FOR THE PERIOD ENDED SEPTEMBER 30, 2004

                                      INDEX



PART I - FINANCIAL INFORMATION.................................................1
   ITEM 1.  Financial Statements...............................................1
            BALANCE SHEETS.....................................................1
            STATEMENTS OF OPERATIONS...........................................2
            STATEMENTS OF CASH FLOWS...........................................3
            NOTES TO FINANCIAL STATEMENTS......................................5
   ITEM 2.  Management's Discussion and Analysis of Financial Condition
                and Results of Operations.....................................12
   ITEM 3.  Controls and Procedures...........................................14

PART II - OTHER INFORMATION...................................................14
   ITEM 1.  Legal Proceedings.................................................14
   ITEM 2.  Changes in Securities and Use of Proceeds.........................14
   ITEM 3.  Defaults Upon Senior Securities...................................15
   ITEM 4.  Submission of Matters to a Vote of Security Holders...............15
   ITEM 5.  Other Information.................................................15
   ITEM 6.  Exhibits and Reports on Form 8-K..................................15

SIGNATURES....................................................................17




              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) manufacture the Air Spring Axle(TM);
(ii) distribute the Air Spring Axle(TM); (iii) enforce the Air Spring Axle(TM)
license; (iv) secure capital; and (v) achieve and manage growth. Additional
factors that will impact the company's success include the company's ability to
attract and retain qualified personnel; the company's ability to develop new
services; and other factors discussed in Dtomi'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.


                                       2
<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

<PAGE>

                                  DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                     ASSETS

CURRENT ASSETS
<S>                                                                   <C>
Cash                                                                  $    10,472
                                                                      -----------
TOTAL CURRENT ASSETS                                                       10,472
                                                                      -----------

 PROPERTY AND EQUIPMENT, NET                                               26,407
                                                                      -----------

 DEFERRED CONSULTING EXPENSE                                              230,000

 TOTAL ASSETS                                                         $   266,879
                                                                      ===========

                     LIABILITIES & STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

Loan payable - officer                                                $    15,000
Loan payable                                                              159,000
Accounts payable                                                          104,123
Accounts payable - related party                                          206,118
Accrued interest                                                           29,752
Due to affiliate                                                           14,289
Convertible debenture                                                      78,524
Accrued license fees                                                       65,000
Accrued compensation                                                      750,007
Other accrued expenses                                                    417,223
                                                                      -----------
TOTAL CURRENT LIABILITIES                                               1,839,036
                                                                      -----------

Commitments and Contingencies (Note 5)
 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,
      (35,204,133 shares issued and outstanding)                           35,204
 Common stock issuable, at par value (10,108,639 shares)                   10,109
 Additional paid-in capital                                             9,064,847
 Accumulated deficit through March 31, 2003                            (5,702,783)
 Deficit accumulated during the development stage                      (3,820,377)
                                                                      -----------
                                                                         (413,000)

 Less subscriptions receivable                                            (47,500)
 Less deferred consulting fees                                         (1,094,240)
 Less deferred compensation                                               (17,417)
                                                                      -----------

 TOTAL STOCKHOLDERS' DEFICIENCY                                        (1,572,157)
                                                                      -----------

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                       $   266,879
                                                                      ===========
</TABLE>

            See accompanying notes to unaudited financial statements

                                       1

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                 FROM
                                                                                                            APRIL 1, 2003
                                            FOR THE THREE MONTHS                 FOR THE NINE MONTHS        (INCEPTION OF
                                             ENDED SEPTEMBER 30                  ENDED SEPTEMBER 30      DEVELOPMENT STAGE) TO
                                          2004               2003             2004               2003      SEPTEMBER 30, 2004
                                      ------------      ------------      ------------      ------------   ------------------
<S>                                   <C>               <C>               <C>               <C>               <C>
REVENUES                              $         --      $         --      $         --      $         --      $         --

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

GROSS PROFIT                                    --                --                --                --                --
OPERATING EXPENSES
Compensation                                47,361           244,851           175,792           248,011         1,014,150
Consulting                                 245,284           224,605           512,380           369,166         1,179,284
Depreciation                                 1,182             7,590             3,154            22,770            18,521
General and administrative                  21,975            46,082           253,389            57,424           409,076
License Fee                                 30,000            60,000            90,000            60,000           180,000
Professional fees                          227,958           149,752           515,859           322,441           791,826
Rent                                         4,710                --            17,194            46,224            38,771
Impairment loss                                 --                --                --           392,559           392,559
Sales, marketing and advertising               722                --             8,711             4,616            38,775
                                      ------------      ------------      ------------      ------------      ------------
TOTAL OPERATING EXPENSES                   579,192           732,880         1,576,479         1,523,211         4,062,962
                                      ------------      ------------      ------------      ------------      ------------
Loss from Operations                      (579,192)         (732,880)       (1,576,479)       (1,523,211)       (4,062,962)
                                      ------------      ------------      ------------      ------------      ------------

OTHER INCOME (EXPENSE)

Interest expense                            (4,965)           (7,427)          (13,144)          (25,651)          (36,407)
Settlement gain (loss), net               (209,229)          392,559          (217,903)          505,193           278,992
                                      ------------      ------------      ------------      ------------      ------------

TOTAL OTHER INCOME (EXPENSE), NET         (214,194)          385,132          (231,047)          479,542           242,585
                                      ------------      ------------      ------------      ------------      ------------

NET LOSS                              $   (793,386)     $   (347,748)     $ (1,807,526)     $ (1,043,669)     $ (3,820,377)
                                      ============      ============      ============      ============      ============

Basic and Diluted Loss
  Per Common Share:                   $      (0.02)     $      (0.05)     $      (0.05)     $      (0.19)     $      (0.15)
                                      ============      ============      ============      ============      ============
Weighted average common
  shares outstanding                    38,177,696         7,547,374        35,705,482         5,379,225        25,047,552
                                      ============      ============      ============      ============      ============
</TABLE>

            See accompanying notes to unaudited financial statements

                                        2

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                         FROM
                                                                                                                    APRIL 1, 2003
                                                                                                                      (INCEPTION
                                                                            NINE MONTHS         NINE MONTHS        OF DEVELOPMENT
                                                                                 ENDED            ENDED               STAGE) TO
                                                                          SEPTEMBER 30, 2004  SEPTEMBER 30, 2003  SEPTEMBER 30, 2004
                                                                          ------------------  ------------------  ------------------
<S>                                                                           <C>             <C>                 <C>
Cash Flows from Operating Activities:
Net Loss                                                                      $(1,807,526)        $(1,043,669)       $(3,820,377)
Adjustments to reconcile net loss to net cash
     used in operating activities
Stock based expenses for services                                                 172,900             226,951            469,648
Gain on debt settlement                                                                --                  --           (130,495)
Loss on debt settlement                                                            13,660            (112,634)            39,819
Loss on settlement                                                                209,229                  --            209,229
Depreciation                                                                        3,154              22,770             18,521
Settlement gain on patent                                                              --            (392,559)          (392,559)
Impairment loss on patent                                                              --             392,559            392,559
Deferred consulting amortization                                                  348,271             283,400            810,160
Deferred compensation amortization                                                  1,583                  --              1,583
Penalty expense                                                                   172,556                  --            172,556
CHANGES IN OPERATING ASSETS AND LIABILITIES:
(Increase) decrease in:
Deferred consulting                                                                45,000                  --             70,000
Increase (decrease) in:
Accounts payable                                                                   (9,311)            110,067            (35,203)
Accounts payable, related party                                                   194,384              45,725            (66,079)
Accrued compensation                                                               62,600             147,051            694,701
Accrued interest and expenses                                                     114,116              25,652            153,629
Due to affiliate                                                                       --              47,148             55,924
Accrued license fees                                                               45,000              10,000             65,000
                                                                              -----------         -----------        -----------
NET CASH USED IN OPERATING ACTIVITIES                                            (434,384)           (237,539)        (1,291,384)
                                                                              -----------         -----------        -----------

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)
Proceeds from short term borrowing                                                 15,000              15,000
Proceeds from convertible debentures                                               78,524              37,000            115,524
Proceeds from sale of common stock, net                                           136,015             790,407          1,215,022
Proceeds from exercise of warrants and options                                      1,137                  --              1,137
                                                                              -----------         -----------        -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                         230,676             827,407          1,331,275
                                                                              -----------         -----------        -----------

Net Increase (Decrease) in Cash                                               $  (227,841)        $   589,868        $    10,143
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  238,313               6,269                329
                                                                              -----------         -----------        -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $    10,472         $   596,137        $    10,472
                                                                              ===========         ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:

   Interest                                                                   $        --         $        --        $        --
   Income Taxes                                                               $        --         $        --        $        --

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 unaudited financial statements

                                        3

<PAGE>


                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 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.

Activities  during the  development  stage include  development  of the business
plan,  fundraising  activities,  development  of  prototypes  and  demonstration
products,  creation of  marketing  materials  and website,  presentation  of the
product to trailer manufacturers and other prospects, development of engineering
documentation,  development of customer support functions and  implementation of
other elements of the business plan

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. The vehicle is collateral to a loan
payable  to an  officer  for  $15,000.  At  September  30,  2004 the loan was in
default. (See Note 4)

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 September 30, 2004,  $206,118 of Accounts  Payable  Related Party is due to a
law firm whose principal is a director of the Company.

NOTE 4 LOAN PAYABLE - Officer
-----------------------------

Loan  payable to an officer for  $15,000  for one month,  due on August 16, 2004
bearing  annual  interest of 8%, secured by Company's  vehicle.  (See Note 2) At
September 30, 2004 the loan was in default.

NOTE 5  CONVERTIBLE DEBENTURES
------------------------------

In September 2004, the Company issued three 10% six - month convertible
debentures to three individuals for a total of $78,524. The debentures are
convertible into common shares at the average closing stock price for the three
days prior to the receipt of funds resulting in 660,673 shares issuable upon
conversion. The company evaluated the convertible debentures for beneficial
conversion features and determined that it was not material

NOTE 6  COMMITMENTS AND CONTIGENCIES
-------------------------------------

As of December 31, 2003 and  September  30, 2004 certain  claims were being made
against the Licensor  relating to a third party alleged  interest in the patents
being licensed to the Company.  The Company is negotiating  with the third party
to resolve such claims,  however,  there remains a risk that the third party can
influence  the patents  rights  currently  licensed to the Company,  which could
significantly  affect the  Company's  business  since the  business  plan of the
Company is solely dependent upon the patent license. (See Note 9)


                                       4

<PAGE>


NOTE 7 STOCKHOLDERS' DEFICIENCY
-------------------------------

COMMON STOCK

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.

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 September 30, 2004.

In August 2004, the Company  authorized and issued 200,000 common shares under a
6-month  employment  agreement.  The shares were valued at $0.095 per share,  or
$19,000 based on recent cash sales.  This amount is recognized  over the term of
the consulting  agreement,  with $1,583  recognized as compensation  expense and
$17,417 recognized as deferred compensation at September 30, 2004.

On July 20, 2004,  the Company  authorized  and issued  2,500,000  common shares
under a one-year  consulting  agreement.  The shares  were  valued at $0.095 per
share,  or $237,500 based on recent cash sales.  This amount is recognized  over
the term of the consulting  agreement,  with $39,583  recognized as a consulting
expense and $197,917  recognized as a component of deferred  consulting  fees at
September 30, 2004.

During the quarter ended  September 30, 2004, the company  authorized and issued
2,202,408  common shares as a settlement  and 320,000 common shares for services
previously rendered. The shares were valued at $0.095 per share, or an aggregate
value of $239,629 based on recent cash sales. The Company recognized $209,229 as
settlement expense and $30,400 as consulting expense.

                                       5

<PAGE>


During the quarter ended September 30, 2004, the company authorized the issuance
of 1,500,000  common  shares to a related  party,  and issued  1,000,000  common
shares  with  500,000  common  shares  issuable  at  September  30,  2004  in  a
transaction  that provides for the proceeds of the sales of the shares issued to
be credited  against a liability owed for legal services  performed on behalf of
the company by the related party. The shares were valued at $0.095 per share, or
$142,500  based on recent  cash  sales.  This  amount is  recognized  as a legal
expense at September 30, 2004.  The company will credit the proceeds as reported
by the related party to the liabilities. (See Note 3)

During the quarter ended  September 30, 2004,  the Company  became  obligated to
issue  1,902,002  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.

WARRANTS AND OPTIONS

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
September 30, 2004.

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

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

As reflected in the  accompanying  financial  statements,  the Company has a net
loss for the three months ended September 30, 2004 of $789,386,  a stockholders'
deficiency of $1,568,157 and a deficit  accumulated during the development stage
of $3,816,377 at September 30, 2004; cash used in operations for the nine months
ended September 30, 2004 of $795,999, a working capital deficit of $1,824,564 at
September  30, 2004,  and is a development  stage  company with no revenues.  In
addition, the Company is in default on a $15,000 loan payable to an officer (see
Note 4). 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 9 CONCENTRATION OF PATENT LICENSE
---------------------------------------

The Company  licenses  its  technology  under a patent  license with a principal
stockholder/consultant ("Licensor") The principal stockholder became a principal
stockholder  by  virtue  of the  22%  anti-dilution  clause  of  the  consulting
agreement.  As of December 31, 2004,  certain  claims are being made against the
licensor  regarding a third party interest in the patents.  There remains a risk
that the third party can influence the patents rights currently  licensed to the
Company  which  could  significantly  affect the  Company's  business  since the
business plan of the Company is solely  dependent upon the patent license.  (See
Notes 6 and 7)

NOTE 10 SUBSEQUENT EVENTS
------------------------

During October 2004, the Company executed a six month consulting agreement and
granted 1,000,000 common shares as per the terms of that agreement. The shares
were valued at $0.095 per share, or $95,000. This amount is recognized over the
term of the consulting agreement.

During October 2004, the company issued a 10%, six month convertible debenture
to one individual for a total proceeds of $6,388. The debenture is convertible
into common shares at the average closing stock for the three days prior to the
receipt of funds resulting in 95,823 shares issuable upon conversion. The
company evaluated the convertible debentures for beneficial conversion features
and determined that it was not material


                                       6

<PAGE>

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


RESULTS OF OPERATIONS

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

Sales and marketing  expenses increased to $722 for the quarter ending September
30, 2004, as compared to no marketing  expenses for the quarter ending September
30, 2003.

General and administrative  expenses decreased to $21,975 for the quarter ending
September  30, 2004, a decrease of 52% over  expenses of $46,082 for the quarter
ending  September 30, 2003.  General and  administrative  expenses in this third
quarter of 2004 consist primarily of travel and entertainment of $13,613,  stock
transfer agent and filing fees of $2,454 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.

License  fees were  $30,000  for the  quarter  ended  September  30, 2004 versus
$60,000 in the comparable  quarter of 2003. In 2003 the fees included a one time
license  inception  fee of $50,000  and one month of fees at  $10,000  per month
compared to three months of fees in 2004.

Interest expense was $4,965 for the quarter ending September 30, 2004,  compared
to $7,427 for the quarter  ending  September  30, 2003.  This  interest  expense
consists of  interest on various  loans and  convertible  debentures.  The loans
balance during this third quarter of 2004 was lower due to various  settlements,
decreasing the interest expense.

Compensation expense for the quarter ending September 30, 2004 was $47,361,
compared to $244,851 for the quarter ending September 30, 2003, a decrease of
81%. Compensation expense for the current period consist of salaries paid to
Dtomi officers.

Professional  fees  increased to $227,958 for the quarter  ending  September 30,
2004,  an increase of 52% over such costs for the quarter  ending  September 30,
2003 at  $149,752.  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  September 30, 2004 was $245,284,
an increase of 9% over expenses of $224,605 for the quarter ending September 30,
2003.  These  consulting fees in this third quarter of 2004 primarily  relate to
amortization  of deferred  consulting  fees from various stock based  consulting
agreements.

Depreciation  expense  for the  quarter  ending  September  30, 2004 was $1,182,
compared to $7,590 for the quarter ending September 30, 2003.

The net loss for the quarter ending September 30, 2004 is $789,386 (net loss per
share of $0.02) compared to the quarter ending September 30, 2003, $347,748 (net
loss per share of $.05).

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 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 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 $1,839,036
and total assets of $266,879 at September 30, 2004. Dtomi continues to incur
costs, but has not secured adequate new revenue to cover the costs.


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 is
planned go into production in the first quarter of 2005. 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. Approximately $200,000 is required to bring the dual axle utility
trailer into production. The material risk associate with attempting to bring
the trailer into production is that Dtomi may not be able to raise sufficient
funds to accomplish such task. An additional risk is that even if the trailer is
successfully in production, we may not sell a sufficient number of trailers to
become profitable.

A motorcycle trailer is also under development, and we hope to have such trailer
in production in the fourth quarter of 2005. Approximately $100,000 is required
to bring the motorcycle trailer into production. The material risk associated
with attempting to bring the motorcycle trailer into production is that Dtomi
may not be able to raise sufficient funds to accomplish such task. An additional
risk is that even if the motorcycle trailer is successfully in production, we
may not sell a sufficient number of trailers to become profitable.

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. We have spent approximately $30,000 on
the production of a promotional video, have distributed, and plan to continue
distributing the promotional video to potential purchasers of the Air Spring
AxleTM and trailers using the Air Spring AxleTM.

The manufacture of trailers is planned 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. A material
risk with respect to cast suspension components is that, for unforeseen reasons,
suppliers of cast suspension parts may not supply parts to Dtomi. Additionally,
Dtomi may not be able to supply certain critical suspension components for the
manufacture of trailers if Dtomi is not able to raise funds to manufacture
suspension components. We anticipate the cost of developing an initial inventory
of low cost suspension components for the manufacture of approximately 25
trailers to be approximately $200,000. We anticipate having an initial inventory
of suspension components by the end of the third quarter of 2005. 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. We do not have any
binding agreements with any trailer manufacturer, but expect to enter into a
final agreement before the end of 2004.

Revenue is anticipated to 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. Subject to available
financing, we expect to have models for sale during the first quarter of 2005.
The overall manufacturing schedule is subject to the availability of cast
suspension components, which have a lead-time of approximately 10 to 12 weeks.
Other components are available from suppliers' stocks. Manufacture of the
trailer frames are intended be done in


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<PAGE>

parallel with the procurement of the castings. Lead-time for final assembly is
anticipated to be approximately 2 to 4 weeks.

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 to key market segments, and

      o     Demonstrations at specialty market shows catering to a broad range
            of other segments, including horses and automobiles

The market initiatives would require approximately $500,000 and would take place
during the course of the 12 months following such funds being available to
Dtomi. If Dtomi is unsuccessful in obtaining the funds required for the next 12
months, it will be forced to partner with another company, scale back intended
operations or shut down its operations.

SUBSEQUENT EVENTS TO QUARTER ENDING SEPTEMBER 30, 2004

None.

ITEM 3.  CONTROLS AND PROCEDURES.

Within 90 days prior to the filing of this report, Dtomi 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 Dtomi's Chief
Executive Officer concluded that the Dtomi's disclosure controls and procedures
are effective for the gathering, analyzing and disclosing the information the
Dtomi 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 Dtomi'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.

Dtomi 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.

In September 2004, and October Dtomi offered and sold four convertible
promissory notes (each, a "Note") in offshore offerings in reliance upon Rule
903(b)(3) of Regulation S, promulgated pursuant to the Securities Act of 1933,
as amended, for aggregate proceeds of $84,912.


                                       4
<PAGE>

Interest on the unpaid principal balance of each shall accrue at the rate of ten
percent (10%) per annum compounded annually commencing on the date of the sale
of such note, and shall be payable in a single installment at maturity as set
forth below. All interest on each Note shall be computed daily on the basis of
the actual number of days elapsed over a year assumed to consist of three
hundred sixty-five (365) days.

If not automatically converted at an earlier date as provided below, (i) the
entire unpaid balance of principal and all accrued and unpaid interest shall be
due and payable six (6) months following the date of the sale of the Note (the
"Maturity Date"), or (ii) the holder of a Note ("Holder"), at its election, may:

(1) convert the Note on or prior to the Maturity Date into the number of shares
of common stock of the Company (the "Common Stock") obtained by dividing (a) the
outstanding principal balance of, and all accrued and unpaid interest on, the
Note as of the date that is fifteen (15) days from the date written notice is
given by Holder to Dtomi of Holder's election to convert the Note, by (b) the
average closing price per share of common stock of the Company, as reported by
the Over-the-Counter Bulletin Board or such other interdealer quotation service
or exchange on which such shares are primarily traded (as adjusted for any stock
split, combination, consolidation or stock distributions or stock dividends or
recapitalizations or the like) (the "Conversion Price Per Share") for the three
days prior to payment of consideration for the Note; or

(2) extend the Maturity Date to twelve (12) months following the date of the
sale of the Note (the "Extended Maturity Period"), during which Extended
Maturity Period unpaid principal balance of the Note shall accrue at the rate of
ten percent (10%) per annum compounded annually commencing on the date hereof,
and shall be payable in a single installment twelve (12) months following the
date hereof, unless Holder elects to convert the entire unpaid balance of
principal and all accrued and unpaid interest at an earlier date at the
Conversion Price Per Share.

The first Note was purchased for consideration of $6,121 and is convertible at
$.09 per share into 68,011 shares of common stock. The second Note was purchased
for consideration of $11,698 and is convertible at $.1166 per share into 100,326
shares of common stock. The third Note was purchased for consideration of
$60,705 and is convertible at $.12331 per share into 492,336 shares of common
stock. The fourth Note was purchased for consideration of $6,388 and is
convertible at $.06667 per share into 95,823 shares of common stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.  OTHER INFORMATION.

On October 25, 2004, John "JT" Thatch resigned as a director of Dtomi. John
Haddock, John Simpson and David Otto (Chairman) remain as Dtomi's directors. Mr.
Thatch is not an officer of Dtomi.

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).



                                5
<PAGE>

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.

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.

                                   SIGNATURES

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

                                   Dtomi, Inc.
                              (Name of Registrant)


Date:  November 15, 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.


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