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

                                   FORM 10-QSB

(MARK ONE)

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

                  For the quarterly period ended March 31, 2003

                                       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 March 31, 2003 there were 971,021 shares of the Registrant's common stock,
$0.001 par value per share,  outstanding.  Note:  Effective  April 7, 2003,  the
Company  effected a 1-for-20  reverse split.  The current number noted herein is
post-split.

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

<PAGE>

                                   DTOMI, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE PERIOD ENDED MARCH 31, 2003

                                      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

ITEM 1.  FINANCIAL STATEMENTS

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 2003

<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    Contents
                                    --------
                                                                     Page(s)
                                                                     -------
Balance Sheets                                                          1

Statements of Operations                                                2

Statements of Cash Flows                                                3

Notes to Financial Statements                                          4-7

<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                 --------------

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                   March 31, 2003
                                                                    (Unaudited)  December 31, 2002
                                                                    -----------  -----------------
CURRENT ASSETS
<S>                                                                 <C>             <C>
Cash                                                                $        329    $      6,269
                                                                    ------------    ------------
TOTAL CURRENT ASSETS                                                         329           6,269
                                                                    ------------    ------------

PROPERTY AND EQUIPMENT, NET                                               55,660          63,250
                                                                    ------------    ------------

TOTAL ASSETS                                                        $     55,989    $     69,519
                                                                    ============    ============

                     LIABILITIES & STOCKHOLDERS' DEFICIENCY
                     --------------------------------------

CURRENT LIABILITIES
Loans payable                                                            483,530         483,530
Accounts payable                                                          59,841          35,501
Accounts payable, related party                                          351,682         272,197
Accrued interest                                                          42,463          34,000
Due to affiliate                                                          46,399          30,991
Accrued compensation                                                      55,306          20,456
                                                                    ------------    ------------
TOTAL CURRENT LIABILITIES                                              1,039,221         876,675
                                                                    ------------    ------------
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,
     971,021 shares issued and outstanding                                   971             971
Additional paid-in capital                                             4,741,401       4,801,698
Deficit accumulated during the development stage                      (5,702,782)     (5,578,373)
                                                                    ------------    ------------
                                                                        (960,410)       (775,704)
Less deferred consulting fees                                            (22,822)        (31,452)
                                                                    ------------    ------------
TOTAL STOCKHOLDERS' DEFICIENCY                                          (983,232)       (807,156)
                                                                    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $     55,989    $     69,519
                                                                    ============    ============
</TABLE>

            See accompanying notes to financial statements

                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                       FROM
                                               THREE MONTHS      THREE MONTHS   SEPTEMBER 20, 2000
                                                   ENDED             ENDED        (INCEPTION) TO
                                              MARCH 31, 2003    MARCH 31, 2002    MARCH 31, 2003
                                               ------------      ------------      ------------
<S>                                            <C>               <C>               <C>
REVENUES                                       $         --      $         --      $     11,837

Cost of Revenues                                         --                --               213
                                               ------------      ------------      ------------

GROSS PROFIT                                             --                --            11,624

OPERATING EXPENSES
Compensation                                        (22,947)        1,578,978         2,072,536
Consulting                                           10,630            12,475         1,206,236
Depreciation                                          7,590                --           172,029
General and administrative                            5,529            22,946           365,838
Professional fees                                    84,328           240,139           852,597
Rent                                                 30,816             5,136           102,432
Impairment loss                                          --                --           223,439
Sales, marketing and advertising                         --                --            75,664
                                               ------------      ------------      ------------
TOTAL OPERATING EXPENSES                            115,946         1,859,674         5,070,771
                                               ------------      ------------      ------------
Loss from Operations                               (115,946)       (1,859,674)       (5,059,147)
                                               ------------      ------------      ------------
OTHER INCOME (EXPENSE)
Other income                                             --                --            36,466
Settlement expense                                       --          (322,000)         (585,425)
Interest expense                                     (8,463)               --           (94,676)
                                               ------------      ------------      ------------
TOTAL OTHER EXPENSES, NET                            (8,463)         (322,000)         (643,635)
                                               ------------      ------------      ------------
NET LOSS                                       $   (124,409)     $ (2,181,674)     $ (5,702,782)
                                               ============      ============      ============
Basic and Diluted Loss Per Common Share:       $      (0.13)     $      (3.10)     $      (9.23)
                                               ============      ============      ============
Weighted average common shares outstanding          971,021           703,119           617,833
                                               ============      ============      ============
</TABLE>

                 See accompanying notes to financial statements

                                        2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                           FROM
                                                   THREE MONTHS      THREE MONTHS   SEPTEMBER 20, 2000
                                                       ENDED             ENDED        (INCEPTION) TO
                                                  MARCH 31, 2003    MARCH 31, 2002    MARCH 31, 2003
                                                   ------------      ------------      ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>               <C>               <C>
Net Loss                                           $   (124,409)     $ (2,181,674)     $ (5,702,782)
Adjustments to reconcile net loss to net cash
    used in operating activities
Stock based expenses for services                       (60,297)        1,865,978         2,452,737
Bad Debt                                                     --                --             1,125
Depreciation                                              7,590                --           172,029
Impairment loss and other asset write-offs                   --                --           172,688
Stock based settlement loss                             361,594
Other settlement loss                                        --                --            70,241
Compensation converted to promissory note                    --            15,000            15,000
Deferred consulting amortization                          8,630                --             8,630
(INCREASE) DECREASE IN ASSETS:
Accounts receivable                                          --                --              (310)
INCREASE (DECREASE) IN LIABILITIES:
Accounts payable                                        103,825           224,144           671,232
Accrued interest and expenses                             8,463                --           212,728
Accrued compensation, officer                            34,850                --            55,306
                                                   ------------      ------------      ------------
NET CASH USED IN OPERATING ACTIVITIES                   (21,348)          (76,552)       (1,509,782)
                                                   ------------      ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                           --                --            (2,700)
Purchase of keywords intangible asset                        --                --            (2,400)
Deposits                                                     --                --              (120)
Loan to predecessor                                          --                --          (152,207)
                                                   ------------      ------------      ------------
NET USED IN INVESTING ACTIVITIES                             --                --          (157,427)
                                                   ------------      ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment on former officer note                             --                --            (2,450)
Cash acquired in asset purchase                              --                --             9,740
Cash overdraft                                               --                --             5,107
Proceeds from notes payable                                  --            86,000         1,441,142
Proceeds from affiliate loans                            15,408                --            46,399
Proceeds from exercise of warrants and options               --               100           167,600
                                                   ------------      ------------      ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                15,408            86,100         1,667,538
                                                   ------------      ------------      ------------

Net Increase (Decrease) in Cash                    $     (5,940)     $      9,548      $        329

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR            6,269                --                --
                                                   ------------      ------------      ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR           $        329      $      9,548      $        329
                                                   ============      ============      ============
</TABLE>

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
-----------------------------------------------------------------------

In December  2000,  the Company  acquired  net  liabilities  of $323,045  from a
related party. The differential was charged to additional paid-in capital.

During 2001, the Company  exchanged  equipment with a book value of $112,257 for
accounts  payable of  $42,016.  A loss on  settlement  of $70,241 was charged to
operations.

In 2002, the Company settled various debt and services with common stock.

In 2002, the Company settled $12,500 of debt with 70,000 common shares.

In 2002,  the Company issued 30,000 common stock options for $60,000 of accounts
payable to a related party.

                 See accompanying notes to financial statements

                                        3
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (Unaudited)

NOTE 1 BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
and the rules and  regulations  of the United  States  Securities  and  Exchange
Commission for interim consolidated 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, 2002.

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.

In  November  2002,  the FASB issued FASB  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others"  (FIN 45).  FIN 45  requires  that upon
issuance of a guarantee,  a guarantor  must  recognize a liability  for the fair
value  of an  obligation  assumed  under  a  guarantee.  FIN  45  also  requires
additional  disclosures  by a  guarantor  in its  interim  and annual  financial
statements  about  the  obligations   associated  with  guarantees  issued.  The
recognition  provisions  of FIN 45 are effective  for any  guarantees  issued or
modified after December 31, 2002. The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002. The adoption of this  pronouncement does not have a material effect on the
earnings or financial position of the Company.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling  financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable  interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective  immediately for all arrangements entered into
after January 31, 2003. The Company does not have any variable interest entities
created after  January 31, 2003.  For those  arrangements  entered into prior to
January  31,  2003,  the FIN 46  provisions  are  required  to be adopted at the
beginning of the first interim or annual period  beginning  after June 15, 2003.
The Company has not identified any variable  interest  entities to date and will
continue to evaluate whether it has variable  interest entities that will have a
significant impact on its consolidated balance sheet and results of operations.

NOTE 2 COMMITMENTS AND CONTINGENCIES
------------------------------------

ASSET PURCHASE AGREEMENT

In connection with the Asset Purchase  Agreement (see Note 5) the Company has to
use its best efforts to raise $1 million in capital for the future operations of

                                       4
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (Unaudited)

the Company's  Manufactured  Products Division on or before July 1, 2003, or the
patent may be  re-acquired  by the seller on terms and conditions to be mutually
agreed upon by the seller and the Company.

Additionally, the Company was required to pay the seller $50,000 within ten days
of the closing of the Asset  Purchase  Agreement.  The Company has paid  $21,800
through May 7, 2003.

The  purchase  agreement  discloses  that  there are  potential  claims by third
parties  residing in Australia  which exist relative to whether the seller holds
good and marketable title to the patent and whether the patent is free and clear
of liens, pledges, charges or encumbrances.

NOTE 3 STOCKHOLDERS' DEFICIENCY
-------------------------------

STOCK ISSUANCES

On November 25, 2002, the Company  authorized and issued 20,000 common shares to
be registered on Form S-8 and 30,000 restricted  shares for consulting  services
under a 12-month  consulting  agreement  terminating on November 24, 2003. Since
the shares were considered fully vested and non-forfeitable upon issuance,  they
were  valued  based on the  trading  price of $0.70  on the  November  25,  2002
measurement  date  resulting  in an aggregate  value of $35,000.  The $35,000 is
being  recognized  over the 12-month  term with $3,548  recognized as consulting
expense in 2002 and $31,452  recorded as a deferred  consulting fee component of
equity at December 31, 2002.  The portion of deferred  consulting fee recognized
for the three months ended March 31, 2003 was $8,630.

FRACTIONAL SHARES

The number of common stock shares  issued and  outstanding  at March 31, 2003 is
971,021,  an  increase  of 121 shares  from  December  31,  2002.  The  increase
represents  fractional  shares  issued in  connection  with the 1 for 20 reverse
split effected in April 2003.

STOCK OPTIONS

On  December 2, 2002,  the Company  granted  anti-dilutive  options  under a new
employment contract with its Director of Operations.  The employee is to receive
options to purchase an aggregate 5% of the issued and outstanding  common shares
during the three year term of the  contract  at an  exercise  price of $0.20 per
share. Accordingly, 51,106 options were issuable to the employee as of March 31,
2003.  As the ultimate  quantity of options to be granted under the agreement is
variable  based on the 5%  provision,  the options are accounted for as variable
with the aggregate  compensation  adjusted up or down based on a revaluation  at
each  balance  sheet date.  The options were  cumulatively  valued at $11,243 at
March 31, 2003 using the  intrinsic  value  method  under APB 25  resulting in a
credit to  compensation  expense of $60,297 for the three months ended March 31,
2003.

                                       5
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (Unaudited)

NOTE 4 GOING CONCERN
--------------------

As reflected in the  accompanying  financial  statements,  the Company has a net
loss for the three  months  ended March 31, 2003 of  $124,409,  a  stockholders'
deficiency of $983,232 and a deficit accumulated during the development stage of
$5,702,782 at March 31, 2003; cash used in operations for the three months ended
March 31,  2003 of $21,348 a working  capital  deficit of  $983,232 at March 31,
2003,  and is a development  stage company with no revenues.  The ability of the
Company to continue as a going concern is dependent on the Company's  ability to
further implement its business plan, raise capital, and generate revenues.

In April 2003, the Company acquired  certain assets,  which it plans to develop.
Management believes this will enhance the Company's ability to raise the capital
necessary to implement  its  business  plan.  The  financial  statements  do not
include  any  adjustments  that might be  necessary  if the Company is unable to
continue as a going concern.

NOTE 5 SUBSEQUENT EVENTS
------------------------

On April 7, 2003, the Company executed an Asset Purchase  Agreement to acquire a
patent and assume certain liabilities  totaling $300,000,  which are unspecified
in the Agreement,  relating to that patent in exchange for 711,992 common shares
of the Company.  The purchase price of $92,559 is based on the 711,992 shares at
the contemporaneous offering price of $0.13 per share.

Allocation of the purchase  price to the asset and  liabilities  is estimated as
follows  pending   additional   valuation  data  and  details  of  the  $300,000
liabilities:

Patent                $  392,559
Liabilities             (300,000)
                      ----------
Purchase price        $   92,559
                      ==========

In addition, the Company affected a 1:20 reverse split of its outstanding common
stock,  and the seller became the new president of Dtomi.  The former  president
was appointed as the Chief Executive Officer. All share and per share amounts in
the  accompanying  financial  statements  have been  retroactively  restated  to
reflect the reverse split.

In April 2003,  the Company  established a new division  named the  Manufactured
Products Division.

In April 2003, the Board of Directors  authorized  private  placement of 230,769
shares common stock at $0.13 per share.

In April 2003, the Company issued a $35,000 convertible debenture to an investor
for a term of one year,  accruing interest at the rate of 10% per year. In 2002,
$15,000 of the $35,000 had been received and recorded as loans  payable.  In May
2003, the Company issued a $17,000 convertible debenture to another investor for
the same terms.  Management has not yet signed the debentures but the funds have
been  received by the Company from the  investors,  and execution is expected to
occur.  Accounting  treatment  described  herein  is  dependent  upon the  final
execution.  The  conversion  feature  can be  exercised  upon the earlier of the
expiration of one year from the  debenture's  execution date, or the filing of a

                                        6
<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (Unaudited)

registration  statement by the Company. All principal and accrued interest as of
the  conversion  date  automatically  convert  into  shares of  common  stock in
accordance with one of two formulas  specified in the debenture.  The debentures
are not  convertible at the time of commitment but they will  ultimately  become
convertible.  Pursuant to EITF 98-5 "Accounting for Convertible  Securities with
Beneficial  Conversion Features or Contingently  Adjustable  Conversion Ratios",
the intrinsic  value of the beneficial  conversion  feature is calculated at the
commitment date using the stock price as of that date. However,  the amount will
not be  recorded  at  issuance  but on the date when  either  of the two  future
events,  as  described  above,  occur.  The  intrinsic  value of the  beneficial
conversion  feature of the  debentures  is  estimated  at $29,319  which will be
recognized as interest expense and additional paid-in capital when recognized.

In May 2003, the Company entered into two stock purchase  agreements for 153,846
shares of its common stock  (76,923  shares each) at $0.13 per share for cash of
$20,000.

                                       7
<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.

     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".

                                       8
<PAGE>

     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.

     o    AIR SPRING.  On April 7, 2003 Dtomi, Inc. closed on its acquisition of
          the Air Spring  Powered  Lowerable  Suspension  Assembly  Axle patent,
          hereafter  referred to as the "Air Spring".  As an integrated  part of
          the Air Spring asset  purchase,  the Company  reverse split the issued
          and  outstanding  shares from 19,417,981 to 970,899 and 711,992 shares
          from its treasury to John E. Simpson in connection with the assignment
          of the Air Spring  patent to the  Company.  John E.  Simpson  has been
          elected by the Board of  Directors  as  President  of Dtomi,  Inc. and
          appointed to serve on the Board of  Directors.  The Air Spring with an
          axle to be  lowered to ground  level or set at a  required  height for
          loading,  unloading  and  transportation.  It is the  intention of the
          Company to market the Air Spring and to license to others the right to
          manufacture  the Air Spring.  The purchase  agreement  discloses  that
          there are  potential  claims by third  parties  residing in  Australia
          which exist  relative to whether the seller holds good and  marketable
          title to the patent and whether the patent is free and clear of liens,
          pledges, charges or encumbrances.

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 March 31,
2003 had a deficit  accumulated  during the development  stage of  approximately
$5,702,782.  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 names, branding,  marketing, and maintaining operations.  The
Company will incur expenses relating to the development and marketing of the Air
Spring.

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.

Effective April 7, 2003, the Company effected a 1-for-20 reverse split. Prior to
the  reverse  split the  Company had issued and  outstanding  19,417,981  common
shares  $0.001 par value per share.  The reverse  split  reduced  this number to
970,899  common shares and provided for an additional 122 shares for rounding up
fractional  shares  yielding a net number of post-split  shares of 971,021 as of
March 31, 2003.

                                       9
<PAGE>

RESULTS OF OPERATIONS
The Company had no  revenues  for the three  months  ended March 31,  2003.  The
Company is currently  using its best effort to raise capital to fund  operations
and to further  the  development  of the Air Spring  project.  The  Company  has
reduced its employee  roster to two.  Because of an absence of  sufficient  cash
flow,  the Company has been  required  to limit  operations.  The Company had no
recorded  cost of revenues for the three months ended March 31, 2003.  This lack
of  revenue  and cost  revenue is the result of the  company  restructuring  its
overall business plan.

Operating Expenses
The Compensation  decreased from $1,578,978 for the quarter ended March 31, 2002
to  $(22,947)  for the same period of 2003, a net  decrease of  $1,601,925.  The
$(22,947) is the result of salaries accrued in the amount of $37,350 for the two
employees  reduced by $60,297  credit to  compensation  expense for the variable
accounting  adjustment for options  issuable to one employee.  The first quarter
amount is the result of taking into account  various options that were a segment
of the International  Manufacturers Gateway to Dtomi Asset Purchase closing, see
Form  8-K,  filed  January  29,  2002 for a  detailed  description  of the asset
purchase details and see Notes to the Financial  Statements,  December 31, 2002,
Note 7, Stockholders'  Equity  (Deficiency) filed with the 10-KSB April 15, 2003
for a detailed  discussion  of the  issuances of common  shares and options that
comprise a major portion of the $1,578,978 March 31, 2002 Compensation amount.

The Consulting expenses decreased from $12,475 to $10,630 for the first quarters
of 2002 and 2003,  respectively.  These  Consulting  expenses are incurred in an
effort to assist in obtaining additional funding for the Company.

Resulting  out  of  the  International  Manufacturers  Gateway  to  Dtomi  Asset
Purchase, the Company owns depreciable assets for which the depreciation for the
first three months of 2003 is calculated to be $7,590.  No depreciation has been
accounted for the first three months of 2002.

Because of the lack of corporate activity during this first quarter of 2003, the
General and  Administrative  expense was reduced to $5,529 as compared to a year
ago,  $22,946.  The Professional  fees also declined from $240,139 for the first
quarter of 2002 to $84,328 for the same period of 2003,  a decrease of 65%.  The
professional  fees that  occurred in the first quarter of 2002 included the fees
relating to the International Manufacturers Gateway to Dtomi Asset Purchase. The
professional  fees that  occurred in the first  quarter of 2003 included the Air
Spring acquisition. See Overview, above for a statement relating to Air Spring.

The Company continues to rent office and storage space; however, the Company did
not  begin  occupancy  of  the  current  space  until  after  the  International
Manufacturers Gateway to Dtomi Asset Purchase which occurred late February 2002.
Because the Company does not have  sufficient  revenue to pay current rent, rent
accrues monthly at a rate of $5,136.

There was no impairment loss for the first quarter of 2003 nor Sales,  Marketing
and Advertising expense because of lack of corporate activity.

Other than the reasons  expressed  above  relating to the first  quarter of 2002
Compensation,  the consequence of the overhead  reduction efforts of the Company
necessitated  because  of  limited  corporate  activity,  give rise to the Total
Operating Expenses and Loss from Operations being reduced from $1,859,674 in the
period  ended  March 31,  2002 to  $115,946  for the same  period of 2003.  This
$115,946  reflects the Company's Net Loss for the first quarter of 2003 which is
also the key factor in the  reduction of Basic and Diluted Loss Per Common Share
from  $(3.10) in the first  quarter of 2002 to  $(0.13)  for the same  period in
2003, a 96% decrease.  The Weighted Average Common Shares Outstanding  increased
from 703,119 to 971,021 for the two comparing periods.

                                       10
<PAGE>

The Company  continues to incur costs,  but has not secured adequate new revenue
to cover the costs.

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.

PLAN OF OPERATION FOR THE NEXT 12 MONTHS
We estimate our business needs require an additional $1,000,000 cash infusion to
carry it through the next 12 months.  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 and development of the Air Spring.  The  infrastructure is currently in
place.  The  additional  necessary  financing  would be utilized for call center
salaries and daily operational expenses.  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.

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 March 31, 2003,
has a deficit  accumulated  during  the  development  stage of  $5,702,782.  The
Company  does not  currently  have  adequate  cash flow or  existing  revenue to
provide operating  capital.  The Company is currently looking for new sources of
revenue  that it expects will help fund  Dtomi's  business for the  remainder of
fiscal 2003. 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;

                                       11
<PAGE>

     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.

SUCCESS DEPENDS ON KEY PERSONNEL; NO "KEY MAN" LIFE INSURANCE
Future  performance  depends on the continued  service of John "JT" Thatch,  the
Company's CEO and John E. Simpson, the Company's President, and their ability to
attract,  train, and retain additional technical,  marketing,  customer support,
and management personnel. The loss of Mr. Thatch or Mr. Simpson 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Registrant is a Small business  issuer as defined by these  Regulations and need
not provide the information required by this Item 3.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

COMMON STOCK TRANSFERRED

None.

USE OF PROCEEDS

Not Applicable.

                                       12
<PAGE>

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

Exhibit
Number                              Description

+2.1   2.1 *Asset Purchase  Agreement between the Company and John Simpson dated
       as of April 7, 2003  (incorporated  herein by  reference to Exhibit 10 to
       the Company's 8-K filed April 10, 2003.

+3.1   3.1 *Amended  Articles of Incorporation  of the Company  (Incorporated by
       reference from our  registration  statement on Form 10-SB12G/A filed with
       the commission on November 26,1999 - - File No. 0-27277.).

+3.2   3.2  *Amended  and  Restated  Bylaws  of  the  Company  (Incorporated  by
       reference from our  registration  statement on Form 10-SB12G/A filed with
       the commission on November 26,1999 - - File No. 0-27277.).

13     *Form 10-KSB for year ending December 31, 2002.

99.1   CEO and CFO Certification  Pursuant to Section 906 of the  Sarbanes-Oxley
       Act of 2002.

* Incorporated herein by reference as indicated.

(b)  Reports on Form 8-K

On  January  31,2003,  the  Company  filed a Form  8-K/A  giving  notice  of the
termination of the Share Exchange Agreement with Network 60, LLC.

On April 10,  2003,  the Company  filed Form 8-K  relating  to: a binding  Asset
Purchase  Agreement with John E. Simpson to purchase all of the seller's  right,
title and  interest  in the air spring  powered  lowerable  suspension  assembly
patent, Patent No. 6,530,580;  the Company effecting a 1-for-20 reverse-split of
its  issued  and  outstanding  stock;  the  resignation  of John "JT"  Thatch as
president  of the  Company  and the  appointment  of John E.  Simpson as Company
president and director.

                                   SIGNATURES

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

                                       Dtomi, Inc.
                                       (Name of Registrant)


Date:  May 15, 2003                    By: /s/ ___________________________
                                       John "JT" Thatch, CEO/Director/acting CFO

                                       13
<PAGE>

EXHIBIT INDEX

Exhibit
Number                              Description

+2.1   2.1 *Asset Purchase  Agreement between the Company and John Simpson dated
       as of April 7, 2003  (incorporated  herein by  reference to Exhibit 10 to
       the Company's 8-K filed April 10, 2003.

+3.1   3.1 *Amended  Articles of Incorporation  of the Company  (Incorporated by
       reference from our  registration  statement on Form 10-SB12G/A filed with
       the commission on November 26,1999 - - File No. 0-27277.).

+3.2   3.2  *Amended  and  Restated  Bylaws  of  the  Company  (Incorporated  by
       reference from our  registration  statement on Form 10-SB12G/A filed with
       the commission on November 26,1999 - - File No. 0-27277.).

13     *Form 10-KSB for year ending December 31, 2002.

99.1   CEO and CFO Certification  Pursuant to Section 906 of the  Sarbanes-Oxley
       Act of 2002.

* Incorporated herein by reference as indicated.

                                       14
<PAGE>


                                 CERTIFICATIONS

I, John "JT" Thatch as, CEO/Director/acting CFO of Dtomi, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Dtomi, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) Designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) Evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  Presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) All  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) Any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:    May 15, 2003              Dtomi, Inc.

                                   By: /s/______________________________
                                       John "JT" Thatch, CEO/Director/acting CFO

                                       15
<PAGE>