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

                                  FORM 10-QSB/A

                                   (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, 2002

                                       OR

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

              For the transition period from ________ to ________.

                          Commission File No. 000-27277

                                   DTOMI, INC.

             (Exact name of registrant as specified in its charter)



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

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

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

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



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

As of June 30,  2002 there were  17,632,981  shares of the  Registrant's  common
stock, $0.001 par value per share, outstanding.

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

<PAGE>

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

                                      INDEX



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

<PAGE>

                         PART I - FINANCIAL INFORMATION

                                   Dtomi, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2002
                                  -------------
                                   (Unaudited)

                                     ASSETS
                                     ------
                                                                     Restated
                                                                     (Note 9)
                                                                   ------------
CURRENT ASSETS
Cash                                                               $     13,313
Due from officer                                                          4,486
Due from affiliate                                                          607
                                                                   ------------
TOTAL CURRENT ASSETS                                                     18,406
                                                                   ------------

PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
  DEPRECIATION OF $39,255                                               243,387
                                                                   ------------

TOTAL ASSETS                                                       $    261,793
                                                                   ============


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

CURRENT LIABILITIES
Notes and loans payable                                            $    163,550
Accounts payable                                                         70,654
Accounts payable to related party                                       278,079
                                                                   ------------
TOTAL CURRENT LIABILITIES                                               512,283
                                                                   ------------

STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 25,000,000 shares authorized,
   None shares issued and outstanding                                      --
Common stock, $0.001 par value, 100,000,000 shares authorized,
   17,632,981 shares issued and outstanding                              17,633
Common stock issuable (15,000 shares at par value)                           15
Additional paid-in capital                                            4,966,001
Deficit accumulated during development stage                         (5,234,139)
                                                                   ------------

TOTAL STOCKHOLDERS' DEFICIENCY                                         (250,490)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $    261,793
                                                                   ============

           See accompanying notes to consolidated financial statements

                                       1
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                                       From
                                                                                                                September 20, 2000
                                                    Three Months Ended June 30,      Six Months Ended June 30,    (Inception) to
                                                        2002            2001            2002            2001       June 30, 2002
                                                    ------------    ------------    ------------    ------------    ------------
                                                      Restated                        Restated                        Restated
                                                      (Note 9)                        (Note 9)                        (Note 9)
                                                    ------------                    ------------                    ------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
REVENUES                                            $         --    $         --    $         --    $      9,267    $     11,837
Cost of sales                                                 --              --              --            (200)           (213)
                                                    ------------    ------------    ------------    ------------    ------------
GROSS PROFIT                                                  --              --              --           9,067          11,624
                                                    ------------    ------------    ------------    ------------    ------------

OPERATING EXPENSES
Compensation                                          (1,111,702)         52,832         467,276          99,115       2,337,163
Consulting                                                65,600         109,600          78,075         178,592       1,184,058
Depreciation and amortization                             39,255          42,157          39,255          90,919         117,331
General and administrative                                 2,445          91,959          25,391         226,535         321,774
Professional fees                                         51,110              --         291,249              --         523,922
Rent                                                       7,136           7,632          12,272          15,264          42,800
Impairment loss                                               --              --              --              --          88,010
Sales, marketing and advertising                              --          23,962              --          75,724          75,664
                                                    ------------    ------------    ------------    ------------    ------------
TOTAL OPERATING EXPENSES                                (946,156)        328,142         913,518         686,149       4,690,722
                                                    ------------    ------------    ------------    ------------    ------------

Loss from Operations                                     946,156        (328,142)       (913,518)       (677,082)     (4,679,098)
                                                    ------------    ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE)
Other income                                                  --         163,003              --         200,654          36,466
Settlement loss                                               --              --        (322,000)             --        (545,831)
Interest expense                                              --          (7,436)             --          (8,299)        (45,676)
                                                    ------------    ------------    ------------    ------------    ------------
TOTAL OTHER INCOME (EXPENSE), NET                             --         155,567        (322,000)        192,355        (555,041)
                                                    ------------    ------------    ------------    ------------    ------------

NET INCOME (LOSS)                                   $    946,156    $   (172,575)   $ (1,235,518)   $   (484,727)   $ (5,234,139)
                                                    ============    ============    ============    ============    ============

Net loss per share - basic and diluted              $       0.06    $      (0.01)   $      (0.08)   $      (0.04)   $      (0.54)
                                                    ============    ============    ============    ============    ============

Weighted average number of shares outstanding
  during the period - basic and diluted               16,733,112      11,738,112      15,438,852      11,738,905       9,694,845
                                                    ============    ============    ============    ============    ============
</TABLE>

           See accompanying notes to consolidated financial statements

                                        2
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                From
                                                                                         September 20, 2000
                                                              Six Months Ended June 30,    (Inception) to
                                                                 2002            2001       June 30, 2002
                                                             ------------    ------------    ------------
                                                               Restated                        Restated
                                                               (Note 9)                        (Note 9)
                                                             ------------                    ------------
                                                             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                     $ (1,235,518)   $   (484,727)   $ (5,234,139)
Adjustments to reconcile net loss to net cash used in
  operating activities:
Stock based expenses                                              780,276              (2)      3,245,706
Depreciation and amortization                                      39,255          90,919         117,331
Non-stock based impairment loss and other asset write-offs             --              --          37,249
Non-stock based settlement loss                                        --              --          70,241
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable                                                    --          (1,402)          1,125
Deposits                                                               --            (250)             --
Due from officer                                                   (4,486)             --          (4,486)
Due from affiliate                                                   (607)             --            (607)
Increase (decrease) in:
Accounts payable                                                  273,193          29,560         589,748
Accrued expenses                                                       --          21,582              --
Note payable                                                       12,550              --          12,550
                                                             ------------    ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                            (135,337)       (344,320)     (1,165,282)
                                                             ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                                     --         (26,063)         (2,700)
Cash portion of asset purchase                                         --              --        (152,207)
                                                             ------------    ------------    ------------
NET CASH USED IN INVESTING ACTIVITIES                                  --         (26,063)       (154,907)
                                                             ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash acquired in asset purchase                                        --              --           9,740
Loan proceeds                                                     151,000         225,362       1,158,612
Proceeds from exercise of warrants & options                          100              --         167,500
Repayment to former officer                                        (2,450)             --          (2,450)
Contributed capital                                                    --              --             100
Proceeds from sale of common stock                                     --         155,000              --
                                                             ------------    ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                         148,650         380,362       1,333,502
                                                             ------------    ------------    ------------

Net Increase in Cash                                               13,313           9,979          13,313

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $     13,313    $     20,002    $     13,313
                                                             ============    ============    ============
</TABLE>

           See accompanying notes to consolidated financial statements

                                       3
<PAGE>

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

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

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

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

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

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

     (A)  NATURE OF BUSINESS

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

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

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

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

                                       4
<PAGE>

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

     (B)  NET LOSS PER COMMON SHARE

     Basic net income (loss) per common share (Basic EPS) excludes  dilution and
     is computed by dividing net income (loss)  available to common  stockholder
     by the weighted-average number of common shares outstanding for the period.
     Diluted net income per share (Diluted EPS) reflects the potential  dilution
     that could occur if stock options or other  contracts to issue common stock
     were  exercised or converted  into common stock or resulted in the issuance
     of common  stock  that then  shared in the  earnings  of the  Company.  The
     assumed  exercise of common stock  equivalents  was not utilized  since the
     effect was  antidilutive.  At June 30, 2002, there were options to purchase
     1,578,779  shares of common  stock  outstanding,  which may  dilute  future
     earnings per share.

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

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

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

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

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

On January 14,  2002,  the Company  executed a $15,000  note payable to a former
officer.  The note is due January  21, 2002 and accrues  interest at an unstated
rate. The note, which had a remaining balance of $12,550 at June 30, 2002 was in
default and is secured by 100,000 common shares from the Company's treasury.

During the three months and six months ended June 30, 2002, the Company received
$65,000 and $156,000, respectively of open advances from a stockholder.

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

     (A)  LIABILITIES AND OTHER COMMITMENTS OF IMG NOT ASSUMED

     The Company has only assumed  certain  liabilities of IMG and has taken the
     position  that as a separate and  distinct  entity from IMG, the Company is
     not  responsible  for  unassumed   liabilities.   The  following  unaudited
     information  provides an estimate of the liabilities of IMG, which were not
     assumed by the Company:

                                       5
<PAGE>

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

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

     IMG has been issued 200,000 common shares of Dtomi to be used for potential
     settlement of the above liabilities not assumed (see Note 6(A)).

     In addition,  IMG owes 2,500 shares (as restated for the exchange ratio) of
     common stock to a creditor as a default penalty on a note payable.

     IMG committed to grant options to purchase approximately 102,100 shares (as
     restated for the exchange ratio) of common stock during 2000 and 2001 under
     various  agreements.  As of June  30,  2002,  these  options  have not been
     granted.

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

     (A)  STOCK ISSUANCES

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

     In January  2002,  the then  President  of the Company  was granted  15,000
     common shares for services rendered.  The shares were valued at the trading
     price on the grant date resulting in a compensation  expense of $28,350. At
     June 30,  2002,  these  shares have not yet been  issued and are  therefore
     reflected on the accompanying consolidated balance sheet as issuable.

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

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

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

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

                                       6
<PAGE>

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

     (B)  STOCK OPTIONS

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

     During the three months ended June 30, 2002,  the Company  granted  184,519
     additional options pursuant to the employment agreement with its President.
     Under the variable stock option  accounting  method the Company  recognized
     compensation  expense of $40,594 for the additional 184,519 options granted
     based on a $0.22 per option  intrinsic  value at June 30, 2002 and reversed
     $1,168,296 of compensation  expense previously  recognized  relating to the
     previous  1,578,779  options issued based on the $0.22 per option intrinsic
     value at June 30, 2002.

     (C)  PREFERRED STOCK

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

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

The Company has $278,079 due to its outside legal counsel firm. The principal of
that firm is a director of the Company.

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

As reflected in the accompanying consolidated financial statements,  the Company
has a deficit accumulated during the development stage of $5,234,139 at June 30,
2002, a net loss of $1,235,518 for the six months ended June 30, 2002, cash used
in operations  during the six months ended June 30, 2002 of $135,337,  a working
capital  deficit of $493,877  at June 30,  2002,  is in default on a  promissory
note, and is a development stage company with no current  revenues.  The ability
of the Company to  continue as a going  concern is  dependent  on the  Company's
ability to further  implement its business  plan,  raise  capital,  and generate
revenues.

The Company has restructured its management and is seeking additional funding to
implement its business plan. In addition, management is in negotiations with its
remaining  creditors  to settle  liabilities  with common  stock of the Company.
Management  believes  that actions  presently  being taken allow the company the
ability to continue as a going concern.

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

                                       7
<PAGE>

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

NOTE 9 RESTATEMENT
------------------

Subsequent to the filing of the Company's Form 10-QSB for the quarter ended June
30, 2002,  Management  determined  that the common stock options  granted to the
Company's  president  were  accounted  for as fixed options but should have been
accounted   for  as   variable   options   pursuant   to  APB  25  and   related
interpretations.  The  revisions of this item in the June 30, 2002  consolidated
financial  statements  has the  effect of  decreasing  the net loss in the three
months ended June 30, 2002 by $1,310,654 or $0.04 per share,  and increasing net
loss in the six months ended June 30, 2002 and for the period from September 20,
2000 (inception) to June 30, 2002 by $83,006 or $0.01 per share.

                                       8
<PAGE>

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

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

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

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

The other services include the following:

     o    LIST MANAGEMENT.  Dtomi, Inc. has a nonexclusive  marketing  agreement
          relating  to  an   Intranet/Extranet   e-mail  marketing  and  content
          management product application that allows users to store, grouped and
          categorized  an  unlimited  number of email  contacts  so as to target
          select markets chosen by the users. With the List Management  back-end
          tracking  and  reporting  ability,  the email  activity is recorded to
          create evaluation  reports that detail whether the email was discarded
          by the recipient,  read by the recipient,  forwarded by the recipient,
          to whom it was  forwarded and the ultimate  disposition  of the email.
          This is of particular  importance to assess the  effectiveness  of the
          campaign.

                                       9
<PAGE>

     o    WEBSITE DESIGN,  MANAGEMENT,  LOGO DESIGN, MAINTAIN "LEAD GENERATION".
          Dtomi, Inc. has a nonexclusive marketing agreement relating to website
          design, management and hosting;  technical management of a menu driven
          standard  do-it-yourself  website  design for DTOMI,  Inc.  customers;
          technical  expertise for custom logo design;  intellectual  technology
          necessary to manage and maintain database technology relating to "lead
          generation".

     o    OPT-IN  EMAIL  DISTRIBUTION.  Dtomi,  Inc.  has a marketing  agreement
          relating to "test  market  emails" for new products  and/or  services.
          Dtomi,  Inc.  has the ability to supply to its  customer  "test market
          emails" for the sale of  products  not to exceed an  aggregate  of one
          million opt-in emails per calendar  month. If the "test market emails"
          are successful,  Dtomi,  Inc. has the ability for further opt-in email
          distribution to advertise,  promote,  sell and distribute products and
          services to  demographically  defined  opt-in email  recipients.  This
          service  includes the capability to process all valid purchase  orders
          including  credit  card  and all  other  acceptable  valid  electronic
          payment.

     o    HYPERLINK  DTOMI,  INC. TO THE INCORPORATE USA, INC.  WEBSITE.  Dtomi,
          Inc. has an agreement with Incorporate  USA, Inc. whereby  Incorporate
          USA will refer and recommend all of its new business clients to DTOMI,
          Inc. for website  development,  website  hosting and logo  design.  In
          addition to traditional oral and written recommendations,  Incorporate
          USA, Inc. will  hyperlink  DTOMI,  Inc. to the  Incorporate  USA, Inc.
          website at the  "website  design"  button  and such  other  buttons as
          relate thereto.

     o    INTRANET/EXTRANET.   The  Intranet/Extranet   application  allows  for
          deployment and  functionality  for small to mid-sized  business.  This
          online   tool   is   designed   to   provide   enhanced   inter-office
          communications,   operations  and  overall  office   productivity  for
          individuals, departments, businesses and organizations with single and
          multiple  locations.  The application is designed with a user-friendly
          interface  that should allow  employees to begin using the system with
          little or no  assistance.  The  Intranet/Extranet  application  allows
          end-user/client   protected  access  to  privileged  client  data  via
          password protected Intranet within a single office network or extranet
          via the World Wide Web.

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

The Company has incurred significant losses since inception,  and as of June 30,
2002 had an accumulated  deficit of approximately  $5,234,139.  The Company will
continue to incur losses  until  revenue  grows  sufficiently  to cover  ongoing
operating costs,  including the costs of sales and marketing efforts.  There can
be no  assurances  that this will  occur.  The  Company  has made a  significant
investment in the development of the Company's website, purchase of domain name,
branding, marketing, and maintaining operations.

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

RESULTS OF OPERATIONS
Despite   effecting  the  asset   acquisition   agreement   with   International
Manufacturers  Gateway,  Inc. (hereafter "IMG"), the Company had no revenues for
the six months  ended June 30,  2002,  a decrease of 100% over revenue of $9,267
for the same  period in the prior year,  which were  primarily  attributable  to
advertising  sales.  The  reduction in revenue for the first half of 2002 can be
explained  generally by the  inability of the Company to develop its  operations
beyond the  development  stage,  the  downturn in the  American  economy and the
erosion of the  market  for sales,  marketing  and  sourcing  information.  More
specifically,  the Company has reduced its  employee  roster to four.  John "JT"
Thatch, the Company's  President,  is currently focused on sales,  marketing and
sourcing information.

                                       10
<PAGE>

The Company had no recorded cost of sales for the quarter ended June 30, 2002, a
drop of 100%  compared  to costs of $200 for the same  period in the prior year.
This lack of revenue is the result of the company  relocating to Safety  Harbor,
Florida and  restructuring  its overall business plan. During this first quarter
of 2002,  the  Company  was in the  process  of  building  its  client  base and
developing its software programs.

The Company had no sales and  marketing  expenses for the quarter ended June 30,
2002, a drop of 100% compared to sales and marketing expenses of $23,962 for the
same period in the prior  year.  This  amount  decreased  in 2002 as a result of
changes  to the  business,  particularly  as a result of fewer  employees  being
focused on selling and the Company restructuring its business plan.

General and  administrative  expenses decreased to $2,445 for the second quarter
of 2002, a reduction of 97% over costs of $91,959 for the same period last year.
General and administrative  expenses declined from the prior year as a result of
changes to the business in late 2001,  including a relocation  in the  Company's
offices and  reorganization in management and lower executive  payroll.  Company
management  also made  greater  efforts to control  operating  costs in order to
reduce  administrative and other expenses.  General and administrative  expenses
consist primarily of payroll costs for the Company's executive staff, accounting
and administrative personnel,  premises costs for the Company's office and other
general corporate and office expenses.

In connection with the asset acquisition agreement with IMG in January 2002, the
Company issued approximately  9,673,794 shares of common stock, 200,000 of which
shares were issued to settle certain  liabilities  of IMG. A settlement  loss of
$322,000 was  recognized  in the first  quarter of 2002 based on the fair market
value of such 200,000  shares.  This loss is not  recurring  in the  2002-second
quarter.

The Company's  Compensation  expense decreased from $52,832 for the three months
ended June 30,  2001 as  compared  to  ($1,111,702)  for the same  period a year
later.  This is  primarily  the result of a stock  option  grant to the  current
Company  president.  During the three months  ended June 30,  2002,  the Company
granted 184,519 additional options pursuant to the employment agreement with its
President.  Under the  variable  stock  option  accounting  method  the  Company
recognized  compensation  expense of $40,594 for the additional  184,519 options
granted  based on a $0.22  per  option  intrinsic  value  at June  30,  2002 and
reversed  $1,168,296 of compensation  expense previously  recognized relating to
the previous  1,578,779  options issued based on the $0.22 per option  intrinsic
value at June 30, 2002. The remaining $16,000 was cash compensation payments.

Professional  fees  increased  to  $51,110  for the second  quarter of 2002,  an
increase  of 100%  over no such  costs  for the same  period  last  year.  These
professional  fees  consist  primarily  of legal and  accounting  fees that were
incurred as a result of fund raising efforts and audit requirements  relating to
the purchase of assets from IMG.

Net income for the three  months ended June 30, 2002  amounted to  $946,156,  or
$0.06 per share,  compared to a loss of $172,575 or $0.01 per share for the same
period in 2001. This "gain" is a function of the Compensation that is calculated
under the variable stock option  accounting  method,  see Note 6,  Stockholders'
Equity  (Deficiency),  (B) Stock Options  included in the Notes to  Consolidated
Financial Statements which are a part of this report.

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

                                       11
<PAGE>

Dtomi has cash and cash  equivalents of $13,313 and a working capital deficit of
$493,877 and total assets of $261,793 at June 30, 2002. The Company continues to
incur costs, but has not secured adequate new revenue to cover the costs.

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

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

RISK RELATED TO THE COMPANY'S BUSINESS

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

NEED FOR ADDITIONAL CAPITAL
The Company has recorded substantial  operating losses and, as of June 30, 2002,
has an accumulated  deficit of  approximately  $5,234,139.  The Company does not
currently  have  adequate  cash flow or  existing  revenue to provide  operating
capital  until  December  31,  2002.  The Company is  currently  looking for new
sources  of revenue  that it expects  will help fund  Dtomi's  business  for the
remainder of fiscal 2002. There can be no assurances that this will be achieved.

Because we are a development stage company with no significant operating history
and a poor  financial  condition,  we  may be  unsuccessful  in  obtaining  such
financing or the amount of the financing may be minimal and therefore inadequate
to implement our plan of operations.  We have no alternative plan of operations.
In the event that we do not receive  financing or our financing is inadequate or
if we do not adequately implement an alternative plan of operations that enables
us to conduct operations without having received adequate financing, we may have
to liquidate our business and undertake any or all of the following actions:

     o    Sell or dispose of our assets;

     o    Pay our liabilities in order of priority, if we have available cash to
          pay such liabilities;

     o    If any cash  remains  after we satisfy  amounts due to our  creditors,
          distribute any remaining cash to our  shareholders  in an amount equal
          to the net market value of our net assets;

     o    File a Certificate of Dissolution with the State of Nevada to dissolve
          our corporation and close our business;

     o    Make  the  appropriate   filings  with  the  Securities  and  Exchange
          Commission  so that we will no longer be required to file periodic and
          other required  reports with the  Securities and Exchange  Commission;
          and

     o    Make the appropriate filings with the National Association of Security
          Dealers to affect a de-listing of our common stock,  if, in fact,  our
          common stock is trading on the Over-the-Counter Bulletin Board at that
          time.

                                       12
<PAGE>

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

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

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

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

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

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

                                       13
<PAGE>

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

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

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  Exhibits

All exhibits included in this report are incorporated by reference.

(b)  Reports on Form 8-K

     (1) On April 5, 2002,  the Company filed an amended  Current Report on Form
8-K/A,  amending  the  Current  Report on Form 8-K filed on  January  29,  2002,
disclosing  under Item 1, a change in control of the  Company as a result of the
APA,  and under Items 2 and 5, the  transactions  contemplated  by the APA,  the
consequences  thereof,  and under Item 7 certain  financial  statements filed in
connection with the APA.

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