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

                                 AMENDMENT NO. 2
                                       TO
                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2005

                                       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.)

                          601 Union Street, Suite 4500
                            Seattle, Washington 98101
               (Address of principal executive offices, zip code)

                                 (954) 673-0333
              (Registrant's telephone number, including area code)

                          900 Fourth Avenue, Suite 3140
                            Seattle, Washington 98164
              (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,  2005 there were  60,774,133  shares of the  Registrant's  common
stock, $0.001 par value per share, outstanding. As of August 15, 2005 there were
99,999,133 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 JUNE 30, 2005

                                      INDEX


Index                                                                       Page

Part I.  Financial Information

         Item 1. Financial Statements

                 Consolidated Balance Sheet as of June 30, 2005 (unaudited).   2

                 Consolidated  Statements  of Operations - for
                 the  three  months and six month ended June 30, 2005 and 2004
                 (unaudited)................................................   3

                 Consolidated Statements of Cash Flows for the
                 six months ended June 30, 2005 and 2004 (unaudited)........   4

                 Notes  to  Unaudited  Consolidated  Financial
                 Statements.................................................   5

         Item 2. Management's Discussion and Analysis of Financial Condition
                 and Results of Operations..................................   7

         Item 3. Controls and Procedures....................................  10

Part II. Other Information

         Item 1. Legal Proceedings..........................................  10
         Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  11
         Item 3. Defaults Upon Senior Securities............................  11
         Item 4. Submission of Matters to a  Vote of Security Holders.......  11
         Item 5. Other Information..........................................  11
         Item 6. Exhibits...................................................  11

Signatures..................................................................  12

Certifications..............................................................  13


<PAGE>

              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, Dtomi's ability to, (i) manufacture the Air Spring Axle(TM);  (ii)
distribute the Air Spring Axle(TM); (iii) effect a merger,  acquisition or other
business  combination  transaction with a third entity; (iv) secure capital; and
(v) achieve  and manage  growth.  Additional  factors  that will impact  Dtomi's
success  include  Dtomi's  ability to attract  and retain  qualified  personnel;
Dtomi's ability to develop new services;  and other factors discussed in Dtomi's
filings with the Securities and Exchange Commission ("SEC").

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.


<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM   1.     FINANCIAL STATEMENTS.

                           Dtomi, Inc. and Subsidiary
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                  June 30, 2005
                                   (Unaudited)

                                     Assets

Current Assets
Cash                                                               $         --
                                                                   ------------
Total Current Assets                                                         --
                                                                   ------------

 Property and Equipment, net                                              7,274
                                                                   ------------

 Total Assets                                                      $      7,274
                                                                   ============

                     Liabilities & Stockholders' Deficiency
Current Liabilities
Cash Overdraft                                                     $      1,130
Loan payable                                                            159,000
Loans payable - related parties                                          60,200
Accounts payable                                                        159,604
Accounts payable - related parties                                      502,324
Accrued interest                                                         95,891
Due to affiliate                                                         14,289
Convertible debentures                                                   84,912
Accrued license fees                                                     90,000
Accrued compensation                                                    958,117
Payroll liabilities                                                       3,209
Other accrued expenses                                                  129,185
                                                                   ------------
Total Current Liabilities                                             2,257,861
                                                                   ------------

Commitments and Contingencies (Notes 3 and 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,
      (58,674,133) shares issued and outstanding)                        58,674
 Common stock issuable, at par value (1,951,821 shares)                   1,952
 Additional paid-in capital                                          11,560,964
 Accumulated deficit through March 31, 2003                          (5,702,783)
 Deficit accumulated during the development stage                    (7,009,962)
                                                                   ------------
                                                                     (1,091,155)
 Less deferred filing fees                                              (68,675)
 Less deferred consulting fees                                         (340,757)
 Less deferred compensation                                            (750,000)
                                                                   ------------

 Total Stockholders' Deficiency                                      (2,250,587)
                                                                   ------------

 Total Liabilities and Stockholders' Deficiency                    $      7,274
                                                                   ============

                 See accompanying notes to financial statements

                                       2
<PAGE>

                           Dtomi, Inc. and Subsidiary
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                        From
                                                                                                                   April 1, 2003
                                                       For The Three Months             For The Six Months         (Inception of
                                                         Ended June 30,                   Ended June 30,          Development Stage)
                                                      2005            2004             2005            2004       to June 30, 2005
                                                 -------------------------------------------------------------------------------
<S>                                              <C>             <C>              <C>             <C>               <C>
Revenues                                         $         --    $         --     $         --    $         --      $         --

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

Gross Profit                                               --              --               --              --                --
Operating Expenses
Compensation                                          373,077          75,087          744,377         128,431         1,956,319
Consulting                                            244,157         129,820          472,583         267,096         1,912,351
Depreciation                                              592           1,182            1,184           1,972            20,270
General and administrative                             35,952         235,361           76,183         291,414           510,363
License Fee                                                --              --           20,000              --           241,000
Professional fees                                      89,368          73,810          970,826         147,127         2,046,071
Rent                                                    6,470           6,859           13,801          12,484            57,810
Impairment loss                                            --              --               --              --           392,559
Sales, marketing and advertising                          414             180              414           7,989            47,551
                                                 -------------------------------------------------------------------------------
Total Operating Expenses                              750,030         522,299        2,299,368         856,513         7,184,294
                                                 -------------------------------------------------------------------------------
Loss from Operations                                 (750,030)       (522,299)      (2,299,368)       (856,513)       (7,184,294)
                                                 -------------------------------------------------------------------------------
Other Income (Expense)
Interest expense                                       (8,796)         (4,169)         (17,496)         (8,179)         (102,829)
Settlement gain (loss), net                                --         (13,660)              --          (8,674)          277,160
                                                 -------------------------------------------------------------------------------
Total Other Income (Expense), Net                      (8,796)        (17,829)         (17,496)        (16,853)          174,331
                                                 -------------------------------------------------------------------------------
Net Loss                                         $   (758,826)   $   (540,128)    $ (2,316,864)   $   (873,366)     $ (7,009,963)
                                                 ===============================================================================
Basic and Diluted Net Loss Per Common Share:     $      (0.01)   $      (0.02)    $      (0.04)   $      (0.03)     $      (0.21)
                                                 ===============================================================================
Basic and Diluted Weighted average
  common shares outstanding                        58,724,855      35,252,842       54,163,907      34,455,792        33,914,258
                                                 ===============================================================================
</TABLE>

                 See accompanying notes to financial statements

                                       3
<PAGE>

                           Dtomi, Inc. and Subsidiary
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                 From
                                                                                                            April 1, 2003
                                                                                                            (Inception of
                                                                             Six Months Ended June 30,     Development Stage)
                                                                                2005           2004        to June 30, 2005
                                                                             -----------    -----------      -----------
<S>                                                                          <C>            <C>              <C>
Cash Flows from Operating Activities:
Net Loss                                                                     $(2,316,864)   $  (873,366)     $(7,009,963)
Adjustments to reconcile net loss to net cash
     used in operating activities
Stock based expenses for services                                              1,110,300        172,556        1,921,106
Loss on license settlement                                                            --             --         (103,495)
Gain on debt settlement                                                               --         13,660               --
Loss on debt settlement                                                               --          1,972           39,819
Loss on settlement                                                                    --             --          211,060
Depreciation                                                                       1,184             --           20,270
Settlement gain on patent                                                             --             --         (392,559)
Impairment loss on patent                                                             --             --          392,559
Deferred consulting amortization                                                 457,583        207,263        1,444,267
Deferred compensation amortization                                               150,000             --          169,000
Deferree filing fees amortization                                                 68,675             --           68,675
Penalty expense                                                                       --             --          173,693
Subscription receivable                                                               --                          47,500
Changes in operating assets and liabilities:
(Increase) decrease in:
Deferred consulting                                                                   --         30,000           85,000
Increase (decrease) in:
Accounts payable                                                                  36,024        (41,597)          20,277
Accounts payable, related party                                                  246,875         (1,901)         230,127
Notes and loans payable                                                            1,200             --            1,200
Accrued compensation                                                             168,770          6,592          902,811
Accrued interest and expenses                                                     17,496         94,887          217,013
Due to officer                                                                        --          5,513               --
Due to affiliate                                                                      --             --           61,437
Payroll liabilities                                                                   --             --            3,209
Accrued license fees                                                              12,000         21,000           90,000
Other accrued liabilities                                                         15,002             --           15,002
                                                                             -----------    -----------      -----------
Net cash used in operating activities                                            (31,755)      (363,421)      (1,391,992)
                                                                             -----------    -----------      -----------

Cash Flows from Investing Activities
Purchase of property and equipment                                                    --        (24,133)         (29,478)
                                                                             -----------    -----------      -----------
Net used in investing activities                                                      --        (24,133)         (29,478)
                                                                             -----------    -----------      -----------

Cash Flows from Financing Activities
Cash Overdraft                                                                     1,130         12,089            1,130
Proceeds from affiliate loans                                                         --             --          (15,408)
Proceeds from short term borrowing                                                    --             --           59,000
Proceeds from convertible debentures                                                  --             --          121,912
Proceeds from loan payable                                                            --             --           15,000
Proceeds from sale of common stock, net of offering costs                         30,000        136,015        1,239,507
Proceeds from exercise of warrants and options                                        --          1,137               --
                                                                             -----------    -----------      -----------
Net Cash Provided by Financing Activities                                         31,130        149,241        1,421,141
                                                                             -----------    -----------      -----------

Net Increase (Decrease) in Cash                                              $      (625)   $  (238,313)     $      (329)
Cash and Cash Equivalents at Beginning of Period                                     625        238,313              329
                                                                             -----------    -----------      -----------

                                                                             -----------    -----------      -----------
Cash and Cash Equivalents at End of Period                                   $        --    $        --      $        --
                                                                             ===========    ===========      ===========

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 converted to a convertible debenture                            $        --    $        --      $    15,000
                                                                             ===========    ===========      ===========
Shares issuable reported as deferred consulting                              $        --    $    53,823      $   110,671
                                                                             ===========    ===========      ===========
Cancellation of license common shares                                        $862,992.00    $        --      $        --
                                                                             ===========    ===========      ===========
Common shares issued as deferred compensation                                $400,000.00    $        --      $        --
                                                                             ===========    ===========      ===========
</TABLE>

                 See accompanying notes to financial statements

                                       4
<PAGE>

                           DTOMI, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (Unaudited)

NOTE 1 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------

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,
2004.

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

In June 2005 the Company formed Dtomi Acquisition Corporation for the purpose of
effecting a future acquisition or merger.

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Company and its wholly-owned inactive subsidiary, Dtomi Acquisition Corporation.
All material  intercompany  balances and  transactions  have been  eliminated in
consolidation.

NOTE 2 RELATED PARTY
--------------------

At June 30, 2005,  $492,764 of Accounts  Payable  Related  Party is due to a law
firm whose principal is a director of the Company and $9,560 is due to a current
director/former president.

At June 30, 2005 $59,000 of loans  payable,  related  party is due to a law firm
whose  principal  is a director  of the  Company and $1,200 was due to a current
director/former president.

NOTE 3 TERMINATION OF LICENSE AGREEMENT
---------------------------------------

In February 2005 the Company was notified of the  licensor's  termination of the
license  agreement  under various  provisions  including  non-payment of certain
license fees.  Management has taken the position that none of the  anti-dilution
shares that are payable at the earlier of (i) a  financing  of Dtomi,  Inc.,  or
(ii)July  2005 are  issuable  to the  licensor or  designees  as a result of the
termination.  Accordingly,  the Company  cancelled  10,662,843  issuable  common
shares previously  authorized under the anti-dilution  provisions of the license
agreement. The cancellation resulted in the reversal of the $862,992 unamortized
portion of deferred fees against additional paid-in capital and a charge against
additional  paid-in  capital for the $10,663 par value of the cancelled  shares.
(see Note 4)

NOTE 4 STOCKHOLDERS' DEFICIENCY
-------------------------------

COMMON STOCK

During the quarter ended March 31, 2005, the Company  authorized the issuance of
5,000,000 common shares under a two-year  Non-Employee  Director Agreement.  The
shares were valued at the trading  price of $0.18 per share,  or $900,000.  This
amount is recognized  over the term of the consulting  agreement,  with $150,000
recognized as a compensation  expense and $750,000  recognized as a component of
deferred  compensation  at June 30,  2005.  The shares  were issued on April 15,
2005.


                                       5
<PAGE>

During the quarter ended March 31, 2005, the Company  authorized the issuance of
2,000,000  common shares to an officer  employee in a transaction  that provides
for the  proceeds  of the  sales of the  shares  issued to be  credited  against
accrued compensation owed the employee.  These shares replace the 465,000 shares
previously  authorized for this employee.  The shares were valued at the trading
price of $0.18 per  share,  or  $360,000  of which  $83,700  was  recognized  as
consulting expense in 2004 and $276,300 in 2005. The shares were issued on April
15, 2005.

During the quarter ended March 31, 2005, the Company  authorized the issuance of
5,000,000  common shares to a related  party 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.  These shares replace the 1,200,000 shares previously  authorized
for this related party. The shares were valued at the trading price of $0.18 per
share,  or $900,000 of which  $216,000 was  recognized  in 2004 and $684,000 was
recognized in 2005. The shares were issued on April 15, 2005.

During the quarter ended March 31, 2005,  the Company  issued  2,750,000  common
shares to extend an existing  consulting  agreement by a term of  one-year.  The
shares were valued at the trading  price of $0.14 per share,  or $385,000.  This
amount is recognized  over the term of the consulting  agreement,  with $121,579
recognized  as  compensation   expense  and  $263,421   recognized  as  deferred
compensation at June 30, 2005.

During the quarter ended March 31, 2005,  the Company  issued  1,500,000  common
shares  at a price  of  $0.10  per  share  of  $150,000  for a  promissory  note
receivable. Due to non-payment this subscription was cancelled in June 2005.

In  February  2005 the  Company  cancelled  10,662,843  issuable  common  shares
previously  authorized  under  the  anti-dilution   provisions  of  the  license
agreement. The cancellation resulted in the reversal of the $862,992 unamortized
portion of deferred fees against additional paid-in capital and a charge against
additional  paid-in  capital for the $10,663 par value of the cancelled  shares.
(see Note 3)

In April 2005,  the Company  authorized  the issuance of 500,000  common  shares
under a 13-month  consulting  agreement.  The shares  were  valued at the quoted
trading price of $0.03 per share or a total of $15,000 to be recognized over the
term of the  agreement.  As of June 30, 2005 the  consultant  has not  initiated
services and the Company had not provided  the issued stock  certificate  to the
consultant.  The Company  believes  this  agreement  will not be  continued  and
accordingly has recorded the $15,000 share value as a deferred expense component
of equity until formally resolved.

In May 2005,  the Company  authorized  an offering  of up to  10,000,000  common
shares at $.005 per share.  The Company  accepted the offer from a related party
director to purchase  6,000,000  shares for  $30,000.  The $30,000 cash was paid
directly to a service provider on behalf of the Company.  The difference between
the quoted market price of the common stock on the subscription date of $180,000
($0.03 per share) and the price paid of $30,000 equal to $150,000 was charged to
compensation.

WARRANTS AND OPTIONS

At June 30,  2005,  there were  warrants  to  purchase  17,591,579  shares at an
exercise price of $0.18 expiring December 31, 2006; 85,614 shares at an exercise
price of $0.001  expiring  December  31, 2006 and 500,000  shares at an exercise
price of $0.25 expiring  December 31, 2009.  Total warrants  outstanding at June
30, 2005 were 18,177,193.

NOTE 5 GOING CONCERN
--------------------

As reflected in the  accompanying  financial  statements,  the Company has a net
loss for the six  months  ended June 30,  2005 of  $2,316,864,  a  stockholders'
deficiency of $2,250,587 and a deficit  accumulated during the development stage
of $7,009,962 at June 30, 2005; cash used in operations for the six months ended
June 30, 2005 of $31,755,  a working  capital  deficit of $2,257,861 at June 30,
2005,  and is a  development  stage company with no revenues.  In addition,  the
license agreement was terminated by the licensor in February 2005.  Cancellation
of the license  agreement is a significant  factor in the  Company's  ability to
generate  future  revenues  under its current  business plan. 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 is exploring acquisition or merger opportunities.

Note 6 SUBSEQUENT EVENTS

On August  4,  2005 the Board of  Directors  approved  an  amendment  to a legal
service  agreement  with a related  party who is a director  and  officer of the
Company.  The amendment grants 39,225,000 common shares to be registered under a
Form S-8. The shares were valued at the quoted closing trade price of $.0049 per
share on the grant date resulting in a value of $192,203.  Any proceeds from the
sale of such shares by the legal  services  provider are to be credited  against
current  and  future  outstanding   invoices  of  the  legal  service  provider.
Accordingly,  since there is no specified  term of the original or amended legal
service agreement the entire $192,203 was expensed  immediately and any proceeds
credited against accounts payable will credit legal expenses in the future.

In July  and  August  2005 the  Company  received  correspondence  from a former
officer and former employee regarding threatened material litigation relating to
alleged  compensation  due to each employee.  Although the Company disputes such
amounts,  these amounts  aggregating  $687,407 had been previously  accrued in a
period prior to 2005 and are reflected in accrued compensation at June 30, 2005.


                                       6

<PAGE>


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

MANAGEMENT'S DISCUSSION AND ANALYSIS

You should read the following discussion and analysis of our financial condition
and results of operations  together with our  financial  statements  and related
notes  appearing  elsewhere in this Form 10-QSB.  This  discussion  and analysis
contains  forward-looking  statements  that  involve  risks,  uncertainties  and
assumptions.  Our actual results may differ materially from those anticipated in
these forward-looking statements as a result of many factors, including, but not
limited  to,  those  set  forth  under  "Risk  Factors"  and  elsewhere  in this
prospectus.

OVERVIEW

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

AIR SPRING AXLETM

Unlike conventional designs that have axles running underneath the trailer, each
wheel in the Air  Spring  AxleTM is  attached  to a  trailing  arm axle  running
parallel to the side of the trailer, which can be raised and lowered with an air
spring.  The  air  springs  are  inflated  from  an air  tank  charged  by a 12V
compressor.  Power for the compressor can come from the towing vehicle's battery
or an auxiliary  battery mounted on the trailer.  A simple  electrical switch is
used to raise or lower the trailer. The axle arrangement is simple and robust. A
single  axle  trailer  is  currently  rated to 5,000 lb GVWR,  but the design is
scalable for different trailer capacities.  Dtomi believes the Air Spring AxleTM
provides  significant  benefits for loading,  unloading and transporting cargoes
such as contractor equipment, motorcycles, horses and household items.

COMPETITION

The Air Spring  AxleTM is more  costly than  traditional  leaf spring or torsion
axles,  but Dtomi  believes  this premium of the Air Spring  AxleTM is more than
justified by the benefits the suspension  provides.  The benefits of eliminating
trailer ramps are well  understood  and a number of companies  offer methods for
tilting or lowering  trailer bodies.  Most  frequently the tilting  mechanism is
hydraulically  operated.  Hydraulic tilt systems are relatively heavy and costly
to maintain and the trailer requires a separate  suspension  system,  increasing
overall cost.  They are typically  only used in heavy-duty  applications.  Dtomi
believes  hydraulic  systems  will be at a cost  disadvantage  to the Air Spring
AxleTM.   Large  air  springs  are  used  in  heavy-duty  trucks  and  trailers,
particularly  for sensitive  cargoes such as electronic  equipment where the air
springs provide a softer, less harsh ride. However, the suspension  arrangements
do not allow for the lowering of the truck or trailer body down to the ground.


                                       7
<PAGE>

DEVELOPMENT

Based on feedback  obtained  from field  visits  with our single axle  prototype
trailer,  Dtomi has focused its  resources on first  developing a tandem  (dual)
axle trailer suitable for transporting  payloads of approximately  7500 lbs such
as contractor equipment. The ease of loading and unloading the Air Spring AxleTM
makes the trailer  particularly  suitable for loading scissor lifts,  skid steer
loaders and other heavy, bulky equipment.

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

During 2004 and the second quarter of 2005, Dtomi sought additional financing to
fund the construction of three tandem axle demonstration trailers and expand its
marketing efforts.  Dtomi continues to seek additional capital for that purpose.
Without the demonstration trailers and the ability to test drive them, potential
customers have been unwilling to commit to placing orders with Dtomi.

GOING CONCERN

Our company is in the development stage, has no revenues, and since inception of
this  development  stage on April 1,  2003 has  incurred  cumulative  losses  of
$7,009,962, which includes net losses of $2,316,864 in the six months ended June
30, 2005.  Our current  liabilities  exceed our current assets and our Exclusive
Patent License Agreement with Lo-Tow Axles Pty. Ltd. has been terminated.  These
conditions give rise to substantial doubt about Dtomi's ability to continue as a
going  concern.  Dtomi's  ability to fully  commence its  operation and generate
revenues or its ability to obtain additional  funding will determine its ability
to continue as a going  concern.  Our  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

RESULTS OF OPERATIONS

Dtomi had no recorded  revenues or cost of revenues for the quarter  ending June
30, 2005, no change from the quarter ending June 30, 2004.

Sales and marketing  expenses were $414 for the quarter ending June 30, 2005, an
increase of 130% over expenses of $180 for the quarter ending June 30, 2004.

General and administrative  expenses decreased to $35,952 for the quarter ending
June 30,  2005,  a decrease of 85% over  expenses  of  $235,361  for the quarter
ending June 30, 2004. General and administrative expenses in this second quarter
of 2005 consist primarily of amortization of deferred filing fees of $34,338 and
other general corporate and office expenses.


                                       8
<PAGE>

Interest expense was $8,796 for the quarter ending June 30, 2005, an increase of
111% over expense of $4,169 for the quarter ending June 30, 2004.  This interest
expense consists of interest on various loans and convertible debentures.  There
was no convertible debenture interest in 2004 for the current debentures.

Compensation expense for the quarter ending June 30, 2005 as $373,077,  compared
to  $75,087  for the  quarter  ending  June  30,  2004,  an  increase  of  397%.
Compensation expense for the current quarter consists primarily of salaries paid
to Dtomi's officers with $262,500 of it being stock based expenses.

Professional  fees  decreased to $89,368 for the quarter ending June 30, 2005, a
decrease of 21% over such costs for the quarter ending June 30, 2004 at $73,810.
These professional fees consist primarily of legal and accounting fees that were
incurred  as a result  of fund  raising  efforts,  audit  requirements,  interim
filings, and drafting securities regulatory documentation.

Consulting  fees expense for the quarter  ending June 30, 2005 was $244,157,  an
increase of 88% over expenses of $129,820 for the quarter  ending June 30, 2004.
The  consulting  fees  in  this  second  quarter  of 2005  primarily  relate  to
amortization  of deferred  consulting  fees from various stock based  consulting
agreements.

Depreciation  expense for the quarter  ending June 30, 2005 was $592, a decrease
of 50% compared to $1,182 for the quarter ending June 30, 2004.

The net loss for the quarter  ending  June 30,  2005 is  $758,826  (net loss per
share of $0.01) compared to the quarter ending June 30, 2004, $540,128 (net loss
per share of $0.02).

LIQUIDITY AND CAPITAL RESOURCES

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

Dtomi has no cash and cash equivalents,  total current liabilities of $2,257,861
and total assets of $7,274 at June 30, 2005. 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 an  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 availability of adequate financing, Dtomi will continue to focus on bringing
its innovative Air Spring AxleTM suspension product to market.

To that end,  in  February,  2005,  Dtomi  announced  the signing of a Letter of
Intent to license a new,  much  superior  design for its Air Spring  AxleTM.  In
addition to its capacity to handle significantly higher payloads, the new design
is lighter, simpler and more cost-effective.

Subsequently,  effective March 29, 2005, the original  license pursuant to which
Dtomi,  Inc.  had licensed  the  technology  for its Air Spring Axle product was
terminated by the licensor, Lo-Tow Axles Pty. Ltd., an entity existing under the
laws of Australia  ("Lo-Tow").  As a result, the activities directly relating to
the original axle design were  effectively  terminated.  Dtomi  consented to the
notice to terminate on March 29, 2005.  The Patent License  Agreement  obligated
Dtomi to pay a monthly license fee to Lo-Tow and to Simpson, the inventor of the
technology, of $4,000 and $6,000, respectively. Additionally, the Patent License
Agreement  obligated  Dtomi to issue,,  subject to certain terms and conditions,
shares of common stock of Dtomi to Lo-Tow and to Simpson. The termination of the
Patent License Agreement terminates these and other obligations.


                                       9
<PAGE>

Priority  will now be placed on  adapting  the new  design for use on a 10,000lb
GVWR tandem (dual) axle utility trailer. This trailer will initially be targeted
to the contractor  equipment and contractor  equipment  rental markets where the
Axle's  ease  of  loading  provides  clear  commercial  benefits.  Approximately
$250,000 is required, primarily in one-time costs, to make the dual axle utility
trailer  production ready. The material risk associated 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.

The plan of operation for the next 12 months requires  approximately  $1,000,000
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.

Dtomi recognizes that, without additional  financing,  the market success of the
Air  Spring  AxleTM  is  highly  uncertain  and Dtomi  must  adapt its  business
operations  to this reality.  We are therefore  seeking to broaden and transform
our business base through the  acquisition of  innovative,  value-differentiated
products and services.  Our focus is on revenue generating businesses poised for
rapid  growth that can benefit  from being part of a public  company but benefit
from the sharing of resources  and the sharing of costs  associated  with public
filings and compliance.

We have  limited  funds  with which to pursue the  acquisition  of new  business
opportunities,  as we have generated losses since our inception.  In our pursuit
of acquiring new business opportunities,  we anticipate needing additional funds
to cover legal and accounting expenses, due diligence expenses and other costs.

ITEM 3.  CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
to the Securities and Exchange Commission (the "Commission") under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), is
recorded, processed, summarized and reported within the time periods specified
the Commission's rules and forms, and that information is accumulated and
communicated to our management, which currently is comprised only of David M.
Otto, our Chairman of the Board, Secretary, largest shareholder, and sole holder
of securities of The Otto Law Group, PLLC, which acts as counsel to Dtomi, as
appropriate to allow timely decisions regarding required disclosure. During the
fiscal quarter ended June 30, 3005, Mr. Otto performed the functions of chief
executive officer and chief financial officer regarding the effectiveness of our
disclosure controls and procedures. Mr. Otto evaluated the effectiveness of our
disclosure controls and procedures as of June 30, 2005, pursuant to Rule
13a-15(b) of the Exchange Act. Based on that evaluation, Mr. Otto concluded
that, as of June 30, 2005, our disclosure controls and procedures were
effective.

There were no changes in our internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter  ended June 30,  3005 that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

Dtomi  is not a  party  to any  material  legal  proceedings.  With  respect  to
threatened litigation, we are aware that John "JT" Thatch, a former director and
officer of Dtomi,  has made claims against Dtomi,  which claims Dtomi  disputes.
Additionally,  Larry  Rightmyer,  a former officer of Dtomi and affiliate of Mr.
Thatch,  has threatened  litigation  against Dtomi.  Each of Messrs.  Thatch and
Rightmyer  claim Dtomi owes monies to Messrs.  Thatch and Rightmyer  pursuant to
employment arrangements they had with Dtomi. Dtomi denies that such arrangements
existed  and is of the  position  that the  Board of  Directors  of Dtomi  never
approved any  employment  arrangement  by and between Dtomi and Mr. Thatch or by
and between Dtomi and Mr. Rightmyer.  Because the Dtomi believes that Mr. Thatch
and Mr.  Rightmyer have been  affiliated  with one another for a number of years
and because Mr.  Thatch's  claim arises out of  substantially  the same disputed
factual  circumstances  as  Mr.  Rightmyer's  claim,  Dtomi  believes  that  the
threatened litigation by Mr. Rightmyer may also be an act attributable to and in
association  with Mr.  Thatch.  Dtomi intends to vigorously  defend  against any
litigation commenced by either of Messrs. Thatch or Rightmyer.


                                       10
<PAGE>

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

On May 13,  2005,  Dtomi  offered  and sold  500,000  shares of common  stock to
Clayton Dunning & Company,  Inc. ("Clayton Dunning"),  in partial  consideration
for the  performance  of  certain  financial  advisory  services  to Dtomi.  The
offering was made  pursuant to Section 4(2) of the  Securities  Act of 1933,  as
amended.

On May 13,  2005,  Dtomi  offered and sold  6,000,000  shares of common stock to
David M. Otto, Chairman of the Board of Directors,  Secretary and sole holder of
securities  of The Otto Law  Group,  PLLC,  at an  offering  price of $0.005 per
share,  for  total  proceeds  of  $30,000,  which  proceeds  were  used  to  pay
outstanding  fees owed by Dtomi to  auditors  of Dtomi.  The  offering  was made
pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
of Regulation D, promulgated thereunder.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.  OTHER INFORMATION.

On May 13, 2005,  Dtomi  published a press  release  stating that it had entered
into a  non-binding  letter of intent to acquire  Renaissance  Window  Fashions,
Inc., a California corporation ("Renaissance").  Dtomi is no longer pursuing the
acquisition of Renaissance.

Dtomi is currently  negotiating the terms of a merger  agreement with VocalScape
Networks,  Inc., a Nevada  corporation  ("VocalScape").  Dtomi has not, however,
entered into an agreement with VocalScape.

On May 31, 2005,  John  Haddock  resigned  from his position as Chief  Executive
Officer of Dtomi, Inc., but has stated to Dtomi that he anticipates that he will
continue  to serve as a  director  of Dtomi  through  that  period  of time that
Dtomi's  management no longer  requires Mr.  Haddock's  services to  effectively
incorporate the business of VocalScape into Dtomi, if at all.

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

(a)   Form 8-K Filings

On June 6, 2005,  Dtomi filed a Form 8-K,  disclosing the resignation of John R.
Haddock  as  Chief  Executive  Officer  of  Dtomi  and  Dtomi  entering  into  a
non-binding  letter of intent to acquire  Renaissance  Window Fashions,  Inc., a
California corporation ("Renaissance").

(b)   Exhibits

Exhibit
Number         Description

3.1.1          Articles of Incorporation of Dtomi  (incorporated by reference to
               Dtomi'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 Dtomi
               (incorporated by reference to Dtomi'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 Dtomi
               filed  October 25, 2001  (incorporated  by  reference  to Dtomi's
               Quarterly Report on Form 10-QSB filed on December 18, 2001).


                                       11
<PAGE>

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


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

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

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

(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)

September 13, 2005                             By: /s/David M. Otto
                                                   -----------------------------
                                                   David M. Otto
                                                   Chairman and Secretary

                                  EXHIBIT INDEX

Exhibit
Number         Description
-------        -----------------------------------------------------------------

3.1.1          Articles of Incorporation of Dtomi  (incorporated by reference to
               Dtomi'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 Dtomi
               (incorporated by reference to Dtomi'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 Dtomi
               filed  October 25, 2001  (incorporated  by  reference  to Dtomi's
               Quarterly Report on Form 10-QSB filed on December 18, 2001).

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

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

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

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


                                       12