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

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 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 September 30, 2003 there were 10,390,384 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

                                      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)
                                 BALANCE SHEETS
                                 --------------
<TABLE>
<CAPTION>



                                                ASSETS
                                                ------
                                                                 SEPTEMBER 30, 2003
                                                                 ------------------
                                                                    (UNAUDITED)    DECEMBER 31, 2002
                                                                    ------------  -------------------
<S>                                                                 <C>           <C>
CURRENT ASSETS
Cash                                                                $   596,137   $            6,269
                                                                    ------------  -------------------
TOTAL CURRENT ASSETS                                                    596,137                6,269
                                                                    ------------  -------------------

 PROPERTY AND EQUIPMENT, NET                                             40,480               63,250
                                                                    ------------  -------------------

 TOTAL ASSETS                                                       $   636,617   $           69,519
                                                                    ============  ===================

                        LIABILITIES & STOCKHOLDERS' DEFICIENCY
                       ---------------------------------------
CURRENT LIABILITIES
Loans payable                                                           174,000              483,530
Accounts payable                                                        145,568               35,501
Accounts payable, related party                                         317,922              272,197
Accrued interest                                                         25,097               34,000
Due to affiliate                                                         78,139               30,991
Convertible debenture                                                    52,000                    -
Accrued license fees                                                     10,000                    -
Accrued compensation                                                    167,507               20,456
                                                                    ------------  -------------------
TOTAL CURRENT LIABILITIES                                               970,233              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,
      8,728,392 shares issued and outstanding                             8,728                  971
 Common stock issuable, at par value (15,134,895 shares)                 15,135                    -
 Additional paid-in capital                                           7,022,467            4,801,698
 Deficit accumulated during the development stage                    (6,622,042)          (5,578,373)
                                                                    ------------  -------------------
                                                                        424,288             (775,704)
 Less subscriptions receivable                                          (52,500)
 Less deferred consulting fees                                         (705,404)             (31,452)

                                                                    ------------  -------------------
 TOTAL STOCKHOLDERS' DEFICIENCY                                        (333,616)            (807,156)
                                                                    ------------  -------------------

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $   636,617   $           69,519
                                                                    ============  ===================

</TABLE>


                 See accompanying notes to financial statements
                                        1

<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                            ------------------------
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                              FOR THE
                                                   FOR THE                FOR THE           NINE MONTHS
                                               QUARTER ENDED           QUARTER ENDED           ENDED
                                              SEPTEMBER 30, 2003    SEPTEMBER 30, 2002    SEPTEMBER 30, 2003
                                             --------------------  --------------------  --------------------
<S>                                          <C>                   <C>                   <C>
REVENUES                                     $                 -   $                 -   $                 -

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

GROSS PROFIT                                                   -                     -                     -
OPERATING EXPENSES
Compensation                                             244,851              (140,600)              248,011
Consulting                                               224,605                 2,000               369,166
Depreciation                                               7,590                23,554                22,770
General and administrative                                46,082                 3,629                57,424
License Fee                                               60,000                     -                60,000
Professional fees                                        149,752               116,951               322,441
Rent                                                           -                28,816                46,224
Impairment loss                                                -                     -               392,559
Sales, marketing and advertising                               -                     -                 4,616
                                             --------------------  --------------------  --------------------
TOTAL OPERATING EXPENSES                                 732,880                34,350             1,523,211
                                             --------------------  --------------------  --------------------
Loss from Operations                                    (732,880)              (34,350)           (1,523,211)
                                             --------------------  --------------------  --------------------
OTHER INCOME (EXPENSE)
Other income                                                   -                     -                     -
Interest expense                                          (7,427)              (23,994)              (25,651)
Settlement gain/loss, net                                392,559                     -               505,193
                                             --------------------  --------------------  --------------------
TOTAL OTHER EXPENSES, NET                                385,132               (23,994)              479,542
                                             --------------------  --------------------  --------------------
NET LOSS                                     $          (347,748)  $           (58,344)  $        (1,043,669)
                                             ====================  ====================  ====================
Basic and Diluted Loss Per Common Share:     $             (0.05)  $             (0.00)  $             (0.19)
                                             ====================  ====================  ====================
Weighted average common shares outstanding             7,547,374            17,863,198             5,379,225
                                             ====================  ====================  ====================

                                                FOR THE NINE      FROM SEPTEMBER 20, 2000
                                                MONTHS ENDED          (INCEPTION) TO
                                              SEPTEMBER 30, 2002    SEPTEMBER 30, 2003
                                             --------------------  --------------------
REVENUES                                     $                 -   $            11,837

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

GROSS PROFIT                                                   -                11,624
OPERATING EXPENSES
Compensation                                             326,676             2,343,494
Consulting                                                80,075             1,564,772
Depreciation                                              62,809               187,209
General and administrative                                90,361               417,733
License Fee                                                    -                60,000
Professional fees                                        346,859             1,090,710
Rent                                                      41,088               117,840
Impairment loss                                                -               615,998
Sales, marketing and advertising                               -                80,280
                                             --------------------  --------------------
TOTAL OPERATING EXPENSES                                 947,868             6,478,036
                                             --------------------  --------------------
Loss from Operations                                    (947,868)           (6,466,412)
                                             --------------------  --------------------
OTHER INCOME (EXPENSE)
Other income                                              36,466
Interest expense                                        (345,994)             (602,613)
Settlement gain/loss, net                                      -               410,517
                                             --------------------  --------------------
TOTAL OTHER EXPENSES, NET                               (345,994)             (155,630)
                                             --------------------  --------------------
NET LOSS                                     $        (1,293,862)  $        (6,622,042)
                                             ====================  ====================
Basic and Diluted Loss Per Common Share:     $             (0.08)  $             (3.76)
                                             ====================  ====================
Weighted average common shares outstanding            16,230,021             1,760,271
                                             ====================  ====================
</TABLE>
                 See accompanying notes to financial statements
                                        2
<PAGE>
                         DTOMI, INC.
                (A DEVELOPMENT STAGE COMPANY)
                   STATEMENTS OF CASH FLOWS
                         (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                                    FROM
                                                                                                             SEPTEMBER 20, 2000
                                                                 NINE MONTHS ENDED                            (INCEPTION) TO
                                                  SEPTEMBER 30, 2003            SEPTEMBER 30, 2002           SEPTEMBER 30, 2003
                                                ------------------------   ----------------------------     -----------------
<S>                                                   <C>                           <C>                           <C>

Cash Flows from Operating Activities:
Net Loss                                                   $ (1,043,669)                  $ (1,293,862)         $ (7,317,963)
Adjustments to reconcile net loss to net cash
     used in operating activities
Stock based expenses for services                               226,951                        289,326             2,850,445
Bad Debt                                                              -                              -                 1,125
Stock based settlement loss                                           -                        345,994               283,514
Other settlement gain, net                                     (112,634)                             -               (42,393)
Depreciation                                                     22,770                         62,809               202,389
Impairment loss and other asset write-offs                            -                              -               565,247
Compensation converted to promissory note                             -                              -                15,000
Settlement gain on patent                                      (392,559)                             -                     -
Impairment loss on patent                                       392,559                              -                     -
Deferred consulting amortization                                283,400                              -               365,846
CHANGES IN OPERATING LIABILITIES:
(Increase) decrease in:
Accounts receivable                                                   -                              -                  (310)
Due from officer                                                      -                              -                     -
Due from affiliate                                                    -                           (607)                    -
Increase (decrease) in:
Accounts payable                                                110,067                        321,949               781,492
Accounts payable, related party                                  45,725                              -                     -
Accrued compensation, officer                                   147,051                         16,207               174,707
Accrued interest and expenses                                    25,652                              -               213,587
Note payable                                                          -                         12,550                     -
Due to affiliate                                                 47,148                              -                     -
Accrued license fees                                             10,000                              -                     -
Liabilites assumed                                                    -                              -               (19,000)
                                                ------------------------   ----------------------------     -----------------
NET CASH USED IN OPERATING ACTIVITIES                          (237,539)                      (245,634)           (1,926,314)
                                                ------------------------   ----------------------------     -----------------

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
Proceeds from affiliate loans                                         -                              -                46,399
Proceeds from convertible debentures                             37,000                                               74,000
Cash acquired in asset purchase                                       -                              -                 9,740
Cash overdraft                                                        -                              -                 5,107
Loan proceeds                                                         -                        248,000                     -
Proceeds from exercise of warrants and options                        -                            100               177,600
Repayment to former officer                                           -                         (2,450)               (2,450)
Proceeds from sale of common stock                              790,407                                              820,407
Proceeds from notes payable                                           -                              -             1,441,142
                                                 ------------------------   ----------------------------     -----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                       827,407                        245,650             2,571,945
                                                 ------------------------   ----------------------------     -----------------

Net Increase (Decrease) in Cash                               $ 589,868                           $ 16             $ 488,204
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                    6,269                              -                     -
                                                 ------------------------   ----------------------------     -----------------

                                                ------------------------   ----------------------------     -----------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                      $ 596,137                           $ 16             $ 488,204
                                                ========================   ============================     =================

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.

In 2003, the Company settled $294,530 of debt and $34,555 of accrued interest with stock.

On 2003, a loan payable was converted to a convertible debenture.

</TABLE>
                 See accompanying notes to financial statements
                                        3
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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 CONVERTIBLE DEBENTURES
------------------------------------------------------------

In  April  and  May  2003,  the  Company  issued  two 10%  one-year  convertible
debentures to two individuals for $37,000 and $17,000.  The $37,000 was paid for
with  $20,000  cash and an existing  loan balance of $15,000 and the $17,000 was
paid  for with  cash.  Upon  expiration  of one year or a  Company  filing  of a
registration  statement  for any of its  securities,  whichever is earlier,  the
holders principal and accrued interest shall automatically  convert based upon a
stipulated formula.  Based upon the stipulated formula,  there was no beneficial
conversion feature recorded.

<PAGE>

NOTE 3 ASSET ACQUISITION, RESCISSION, AND NEW PATENT LICENSE
------------------------------------------------------------

On April 7, 2003, the Company executed an Asset Purchase  Agreement to acquire a
patent and assume certain liabilities totaling $300,000,  which were unspecified
in the Agreement,  relating to that patent in exchange for 711,992 common shares
of the Company. The purchase price of $92,559 was 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  was estimated as
follows:


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


The  Company  subsequently  determined  that its  interests  were best served by
licensing the Patent from Mr.  Simpson,  rather than  acquiring the Patent by an
outright purchase.  Accordingly,  on August 5, 2003, Dtomi executed that certain
Assignment of Patent Rights Agreement  ("Assignment of Patent Rights Agreement")
with Mr.  Simpson,  pursuant  to which the  Patent  that  Dtomi  had  previously
acquired was assigned to Mr.  Simpson.  At the same time,  Dtomi and Mr. Simpson
executed that certain Mutual Release and Termination  Agreement ("Mutual Release
and Termination Agreement"),  pursuant to which the Asset Purchase Agreement was
terminated.

In connection with the Patent assignment, Mr. Simpson resigned from his position
as President of Dtomi, effective July 31, 2003.

On July 31, 2003, Dtomi executed that certain Exclusive Patent License Agreement
("Exclusive Patent License Agreement"), pursuant to which Mr. Simpson granted an
exclusive  right and license to use the Patent.  The  Exclusive  Patent  License
Agreement  became  effective  on August 5, 2003 for a term of twenty  years.  An
initial  payment of $50,000 was  required at the signing of the  agreement,  and
thereafter  Dtomi  will pay a  monthly  license  fee in the  amount  of  $10,000
beginning on September  1, 2003 through the term of the  agreement.  At the same
time, Dtomi executed that certain  Consulting  Services  Agreement  ("Consulting
Services Agreement"),  pursuant to which Mr. Simpson agreed to provide to Dtomi,
on an as  needed  basis by Dtomi,  forty  (40)  hours  per  month of  consulting
services,  which  include  advising,  consulting,  and  strategizing  on matters
relating to the  commercialization  of the Patent,  in  consideration  for which
Dtomi  agreed to grant Mr.  Simpson a  sufficient  quantity of common  shares of
Dtomi such that Mr. Simpson shall own (i) thirty percent (30%) of all issued and
outstanding  shares of Dtomi upon execution of the  agreement;  (ii) twenty four
point three  percent  (25%) upon Dtomi  receiving at least Six Hundred  Thousand
Dollars  ($600,000) of either investment capital or in-kind  consideration;  and
(iii) twenty-two percent (22%) upon Dtomi receiving at least One Million Dollars
($1,000,000)  of  either  investment  capital  or  in-kind  consideration.   For
accounting purposes due to the subsequent termination, the $392,559 value of the
patent was  written  off as  impaired at June 30,  2003.  In August  2003,  upon
execution of the Mutual Release and  Termination  Agreement,  the 711,992 shares
issuable  were  cancelled  and the  $300,000  liabilities  were  reversed  and a
$392,559 settlement gain was recognized.  In addition, the $50,000 payment under
the new license agreement was expensed as a license fee.


NOTE 4 COMMITMENTS
------------------

On July 31, 2003, the Company  executed an Exclusive  Patent  License  Agreement
("Exclusive Patent License  Agreement"),  to gain exclusive right and license to
use the Patent.  The Exclusive  Patent  License  Agreement  became  effective on
August 5, 2003 for a term of twenty  years.  An initial  payment of $50,000  was
required at the signing of the agreement,  and thereafter the Company will pay a
monthly  license fee in the amount of $10,000  beginning  on  September  1, 2003

<PAGE>

through the term of the  agreement.  At the same time,  the  Company  executed a
certain Consulting Services Agreement  ("Consulting Services Agreement for forty
(40) hours per month of consulting services, which include advising, consulting,
and strategizing on matters relating to the  commercialization of the Patent, in
consideration  for which the Company agreed to grant the consultant a sufficient
quantity  of common  shares  of the  Company  such that he shall own (i)  thirty
percent (30%) of all issued and outstanding shares of the Company upon execution
of the  agreement;  (ii) twenty four point three  percent (25%) upon the Company
receiving at least Six Hundred Thousand Dollars  ($600,000) of either investment
capital or in-kind  consideration;  and (iii) twenty-two  percent (22%) upon the
Company receiving at least One Million Dollars ($1,000,000) of either investment
capital or in-kind consideration.  As of September 30, 2003 there were 5,199,154
common shares issuable under the contract.


On September 22, 2003, the Company executed a 5-year  employment  agreement (the
"Agreement")for a Chief Executive Officer. For the first year, the employee will
receive $100,000 per year,  payable on a bi-weekly basis,  dating back to August
15, 2003. For the duration of the employment  period, the employee shall receive
a salary at the annual rate of $200,000.  Immediately  following  the  effective
date of the Agreement,  the employee received a signing bonus of $100,000,  paid
by issuance of 1,052,600  common  shares valued at $0.095 per share and warrants
to purchase  1,052,600  common  shares at an exercise  price of $0.18 per share,
expiring on December 31, 2005.  Under APB 25 the  1,052,600  shares  issued were
expensed  immediately  since they were a signing bonus, thus fully vested at the
grant date.  The employee was also granted  options to purchase  910,125  common
shares at an exercise price of $0.095 per share, expiring on September 22, 2008.
Under APB 25 intrinsic value method, the warrants and options have no value.

NOTE 5 STOCKHOLDERS' DEFICIENCY
-------------------------------

STOCK ISSUANCES

On May 21, 2003 and May 28, 2003, the Company  authorized  and issued  1,362,334
and 1,000,000 common shares  respectively for consulting  services under 6-month
consulting  agreements  terminating  on November 21, 2003 and November 28, 2003.
Since the shares were considered fully vested and non-forfeitable upon issuance,
they were valued based on the contemporaneous offering price of $0.13 per share,
resulting in an aggregate  value of  $307,103.  This amount is being  recognized
over the 6-month term with $153,551  recognized as  consulting  expense  through
September 30, 2003 and $102,368 recorded as a deferred  consulting fee component
of equity at September 30, 2003. In June 2003, the company authorized  1,400,000
common shares for services  rendered.  These shares are valued at $182,000 based
on the  contemporaneous  offering  price of $0.13 share.  $65,000 is recorded as
legal  expenses,  $52,000 is recorded as  consulting  expenses and the remaining
$65,000 is recorded as compensation for the second quarter 2003.

In June 2003, 1,665,000 common shares were issued as settlement of loan payable.
The shares were valued based on the contemporaneous  offering price of $0.13 per
share for a total value of $216,450,  which  resulted in a gain on settlement of
$112,634 during the quarter ended June 30, 2003.

In June 2003, the Company  received  $30,000 for 230,769 common shares which are
reflected in issuable shares at September 30, 2003.

During the quarter ended September 30, 2003, the Company  executed  subscription
agreements with various  individuals for the purchase of 8,652,372 common shares
at $0.095 per share,  or  $822,000 of which  $779,500  has been  received  and a
subscription receivable of $42,500 has been recorded. No shares have been issued
and  accordingly  the shares are recorded as common stock  issuable at September
30, 2003. The subscription  agreements also grant warrants to purchase 8,652,372
common shares at an exercise price of $0.18 per share,  expiring on December 31,
2005.

<PAGE>

During the quarter ended  September 30, 2003, the Company  authorized and issued
1,380,000 common shares for consulting  services.  The shares were valued at the
contemporaneous  sale price of $0.95 per share,  resulting in an aggregate value
of  $131,100.  This  amount  is  recognized  over  the  term  of the  consulting
agreements,  which  range  from  6 to 60  months,  with  $10,767  recognized  as
consulting  expense in the third  quarter  and  $120,333  recorded as a deferred
consulting fee component of equity at September 30, 2003.

During the quarter ended  September 30, 2003, the Company  authorized and issued
5,199,154  common shares pursuant to the terms of a Consulting  Agreement.  (See
Note 4) The shares  were valued at $0.095  resulting  in an  aggregate  value of
$493,920.  This amount is recognized  over the 5-year term of the agreement with
$16,491  recognized  as  consulting  expense in the third  quarter and  $477,429
recorded as a deferred consulting fee component of equity at September 30, 2003.

In September  2003, the Company  issued 500,000 shares which were  authorized in
June,  2003 and recorded as common stock issuable at June 30, 2003. On September
25, 2003,  550,000  common shares were  purchased by an  individual  for $52,250
cash.

In September  2003,  950,000  common shares were issued by the transfer agent in
anticipation of receiving  subscriptions  for 950,000 common shares and warrants
for  $90,250.  Such shares are not  reflected  as issued or  outstanding  in the
accompanying financial statements at September 30, 2003.

In September 2003,  1,052,600 common shares were issued as a signing bonus. (See
Note 4)

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,  1,243,817  options  were  issuable  to the  employee as of
September 30, 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 had no value at September
30, 2003 using the intrinsic  value method under APB 25 resulting in a credit to
compensation expense of $11,243 for the three months ended June 30, 2003.


Note 6 GOING CONCERN
----------------------

As reflected in the  accompanying  financial  statements,  the Company has a net
loss for the nine months ended September 30, 2003 of $1,043,669, a stockholders'
deficiency of $333,616 and a deficit accumulated during the development stage of
$6,622,042  at September 30, 2003;  cash used in operations  for the nine months
ended  September 30, 2003 of $237,539,  a working capital deficit of $374,096 at
September  30, 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 July 2003,  the  Company  acquired a license for a certain  patent,  which it
plans to  commercialize.  Management  believes  this will enhance the  Company's
ability to raise the  additional  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.
<PAGE>

Note 7   SUBSEQUENT EVENTS
--------------------------

In October,  2003, the Company  executed  subscription  agreements  with various
individuals for the purchase of 3,999,880  common shares at $0.095 per share, or
$380,000 of which  $365,000 has been  received  and a receivable  of $15,000 has
been  recorded.  The  subscription  agreements  also grant  warrants to purchase
3,999,880  common  shares at an exercise  price of $0.18 per share,  expiring on
December 31, 2005.

On October 10, 2003,  the Company  granted  615,621 common shares under one-year
consulting agreements and another 100,000 shares to extend an existing agreement
by three months. The shares are valued at $0.095 per share or an aggregate value
of $67,984 to be recognized over the terms of the agreements.

In October 2003, the Company  settled the $78,139 due to affiliate by exchanging
it for the $40,480 of property and equipment. A settlement gain of approximately
$37,659 was recognized.

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

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
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.

OVERVIEW

Activities  during Dtomi's  development  stage include  fundraising  activities,
acquisition and development of intellectual  property, and implementation of the
business plan.

As of the date of this report, the Company has raised approximately $790,000 net
of  approximately  $822,000  of  subscription  receivables  under an offering of
shares and warrants.  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.

AIR SPRING AXLE.  Dtomi is in the process of shifting its primary focus from the
Dtomi Manufacturing  Database to the patented Air Spring Axle to which Dtomi has
exclusive manufacturing and marketing/distribution rights. Please see Dtomi Form
8-K filed April 10, 2003 for a more complete description of the Air Spring Axle.

On April 7, 2003,  Dtomi  closed on its  acquisition  of the Air Spring  Powered
Lowerable  Suspension Assembly Axle (the "Air Spring Axle").  Dtomi acquired the
Air Spring Axle by executing that certain Asset Purchase  Agreement with John E.
Simpson, the author and owner of U.S. Patent No. 6,530,580 (the "Patent"). Prior
to the execution of the Asset Purchase Agreement, Dtomi reverse split its issued
and outstanding shares from 19,417,981 to 970,899.  Pursuant to the terms of the
Asset Purchase Agreement, Dtomi issued 711,992 shares of its common stock to Mr.
Simpson,  who was also  appointed to serve on the Company's  Board of Directors,
and as its President.

The  Company  subsequently  determined  that its  interests  were best served by
licensing the Patent from Mr.  Simpson,  rather than  acquiring the Patent by an
outright purchase.  Accordingly,  on August 5, 2003, Dtomi executed that certain
Assignment of Patent Rights Agreement  ("Assignment of Patent Rights Agreement")
with Mr.  Simpson,  pursuant  to which the  Patent  that  Dtomi  had  previously
acquired was assigned to Mr.  Simpson.  At the same time,  Dtomi and Mr. Simpson

<PAGE>

executed that certain Mutual Release and Termination  Agreement ("Mutual Release
and Termination Agreement"),  pursuant to which the Asset Purchase Agreement was
terminated.  Mr. Simpson simultaneously  resigned from his position on the Board
of Directors and as the President of the Company, effective July 31, 2003.

On July 31, 2003, Dtomi executed that certain Exclusive Patent License Agreement
("Exclusive  Patent  License  Agreement"),  which became  effective on August 5,
2003, and pursuant to which Mr. Simpson  granted an exclusive  right and license
to use the Patent.  At the same time,  Dtomi  executed  that certain  Consulting
Services  Agreement  ("Consulting  Services  Agreement"),  pursuant to which Mr.
Simpson agreed to provide to Dtomi,  on an as needed basis by Dtomi,  forty (40)
hours per month of consulting services, which include advising,  consulting, and
strategizing  on matters  relating to the  commercialization  of the Patent,  in
consideration for which Dtomi agreed to grant Mr. Simpson a sufficient  quantity
of common  shares of Dtomi such that Mr.  Simpson  shall own (i) thirty  percent
(30%) of all  issued  and  outstanding  shares of Dtomi  upon  execution  of the
agreement;  (ii) twenty four point three percent (24.3%) upon Dtomi receiving at
least Six Hundred Thousand Dollars  ($600,000) of either  investment  capital or
in-kind  consideration;  and (iii) twenty-two percent (22%) upon Dtomi receiving
at least One  Million  Dollars  ($1,000,000)  of either  investment  capital  or
in-kind  consideration.  The 711,992 shares  previously issued to Mr. Simpson on
June 5, 2003 are to be  attributed  to the shares Mr.  Simpson  will  receive in
consideration  for his services pursuant to the Consulting  Services  Agreement.
The Company  intends to manufacture  the Air Spring Axle for customers  within a
variety of industries.

On  September  22,  2003,  Dtomi  hired John  Haddock to be its Chief  Executive
Officer, and executed that certain Employment  Agreement,  pursuant to which Mr.
Haddock is to be  employed  for a period of five years in  consideration  for an
annual  salary of $200,000  and  warrants to  purchase  1,052,600  shares of the
Company's common stock at an exercise price of $0.18 per share.  Mr. Haddock,  a
graduate  of Harvard  Business  School,  has nearly 25 years of  management  and
marketing experience in the transportation and technology industries.

DTOMI  MANUFACTURING  DATABASE.  Although Dtomi will focus its operations on the
commercialization  of the Air Spring Axle, it will continue to commercialize its
patent pending database software.  This software 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.  Dtomi also has
several other a-la-carte revenue products and services that promulgate this data
into profitable  revenue for  manufacturing  companies,  all of which are in the
development   stage.   While  the  Company  will  explore  and  pursue   revenue
opportunities  from this  software and related  services,  it does not intend on
diverting  resources from its primary goal of commercializing  and marketing the
Air Spring Axle.

MATERIAL CHANGES IN FINANCIAL CONDITION
The Current  Assets of the Company  have  increased  from $6,269 at December 31,
2002 to $596,137 as of September 30, 2003.  Total Current  Assets  reflect these
Cash amounts. Since inception,  we have funded our operations and investments in
equipment primarily through equity financings and borrowing from related parties
that are not necessarily isolated  transactions;  however, there is no assurance
that there will be  proceeds  from such  transactions  in the  future.  The cash
increased during the third quarter of 2003 due to approximately  $790,000 of net
cash proceeds under a stock and warrant offering.

Property and Equipment  has  decreased by $22,770,  from $63,250 at December 31,
2002 to  $40,480 at  September  30,  2003.  This 36%  decrease  is the result of
depreciation.

Loans  Payable  decreased  from  $483,530 as of December 31, 2002 to $174,000 at
September  30, 2003, a decrease of $309,530  (64%).  The exchange of $294,530 in
loans for 1,665,000 common shares in June 2003 was a major  contributing  factor
in  this  decrease  of  Loans  Payable.  Another  $15,000  was  converted  to  a
convertible debenture. Although we have funded our operations and investments in
equipment  primarily through equity financings,  loans from related parties have
played a major role in funding the Company.  Additional loans from investors are

<PAGE>

necessary for the Company to continue its efforts to continue development of its
Air Spring and other products as noted above in the Overview section.

Accounts  Payable  increased  by  $110,067  from $35,501 at December 31, 2002 to
$145,568 at September 30, 2003. This amount will continue to grow as the Company
continues  to  develop  the  Air  Spring Axle and the related marketing program.

Accounts  Payable Related Party increased from $272,197 for the year-end 2002 to
$317,922 at September  30, 2003,  an increase of $45,725  (16.8%).  This payable
represents  attorney fees due to the Company  attorney and chairman of the board
of  Directors.  The Company  expects to continue to incur  attorney  fees as the
legal services are necessarily performed for the benefit of the Company.

Interest  accrues on the above mentioned loans and convertible  debentures which
accrual  decreased for the period ended December 31, 2002 ($34,000)  compared to
$25,097 for the period ended September 30, 2003. This $8,903 decrease represents
the result of converting a $34,555 of accrued  interest to Company common equity
offset by additional interest expense.

The  $78,139  Due to  Affiliate  as of  September  30,  2003 is the sum that the
Company owes to New Millennium  Media  International,  Inc. New Millennium Media
International, Inc. is considered an affiliate because the Company leased office
and warehouse  space from New Millennium  Media  International,  Inc. This is an
increase of $47,148  over the  December  31,  2002  amount due.  This amount was
settled  after  September  30, 2003 by  transferring  certain  equipment  to New
Millennium Media International, Inc.

Convertible Debenture is stated on the books of account as of September 30, 2003
as $52,000.  This  resulted from $37,000 in new cash funding and the transfer of
$15,000 in loans.

Accrued License Fees as of September 30, 2003 is stated at $10,000.  On July 31,
2003, Dtomi executed an Exclusive Patent License Agreement pursuant to which Mr.
Simpson  granted an  exclusive  right and license to use the Patent.  An initial
payment of $50,000 was required at the signing of the agreement  and  thereafter
Dtomi will pay a monthly license fee in the amount of $10,000.  Please see Notes
to the Financial  Statement,  Note 2, ASSET  ACQUISITION,  RESCISSION AND PATENT
LICENSE for a more complete explanation.

Accrued Compensation  increased from $20,456 at December 31, 2002 to $167,507 at
September 30, 2003. This $147,051 increase is the result of the Company officers
accruing  their salaries until such time as the Company is able to afford to pay
salaries from cash flow.

The  cumulative  effect of these  liabilities  is an increase  of Total  Current
Liabilities  of $93,558  from  $876,675  at  December  31,  2002 to  $970,233 at
September 30, 2003.  The Company  raised $37,000 in April 2003 from the issuance
of convertible  debentures  and accrued  compensation  increased  significantly.
Please  see  Notes  to the  Financial  Statement,  Note  2,  ASSET  ACQUISITION,
RESCISSION  AND  PATENT  LICENSE  for a more  complete  explanation.  Additional
liabilities will continue to accrue as the Company  continues to develop its Air
Spring and other products that are noted above.

The Company has incurred significant losses since inception, and as of September
30, 2003 had a deficit accumulated during the development stage of approximately
$6,622,042, an increase of $1,043,669 over December 31, 2002. These figures take
into account the Additional Paid in Capital of $7,022,467 at September 30, 2003,
an increase of $2,220,769 from $4,801,698 at December 31, 2002. The Company will
continue to  accumulate a deficit  during the  development  stage until  revenue
grows   sufficiently  to  cover  ongoing  operating  costs  and  the  continuing
development  of the Air Spring Axle,  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 Air Spring Axle as well as the
Company's  website,   purchase  of  domain  names,  branding,   marketing,   and
maintaining  operations.  The  Company  will  incur  expenses  relating  to  the
marketing and sales of the Air Spring Axle.

The $52,500 as of September  30, 2003  Subscription  Receivable  is discussed at
Notes  to the  Financial  Statement,  Note 4,  STOCKHOLDERS'  DEFICIENCY,  STOCK
ISSUANCES.

<PAGE>

Deferred Consulting Fees increased from $31,452 at December 31, 2002 to $333,616
at  September  30,  2003,  an increase  of  $673,952.  The Company  periodically
outsourcers  consultants to assist with business  planning in  consideration  of
share  issuances.  When  the  shares  are  issued  prior  to  completion  of the
consulting  services  such "not yet  earned"  shares are  recorded  as  Deferred
Consulting  Fees.  Such  deferred  fees are  detailed in Notes to the  Financial
Statement,  Note 4,  STOCKHOLDERS'  DEFICIENCY,  STOCK  ISSUANCES along with the
consulting  services  described  in Notes to the  Financial  Statement,  Note 3,
COMMENTS.  The primary  portion of the  increase is $477,429  from a  consulting
agreement with the patent licensor.

The net result of the assets and liabilities from an accounting perspective is a
Total Stockholders'  Deficiency of $333,616 as of September 30, 2003, a decrease
in deficiency of $473,540 from the December 31, 2002 deficiency of $807,156.

RESULTS OF OPERATIONS

REVENUES.
The Company had no revenues and no recorded cost of revenues for the nine months
ended  September 30, 2002 and September 30, 2003.  The Company  continues to use
its  best  effort  to  raise  capital  to fund  operations  and to  further  the
development  of the Air Spring  axle  project.  The Company  has  increased  its
employee  roster to three and  continues  to  utilize  part-time  help  whenever
possible and to use independent contractor consultants. This lack of revenue and
cost  revenue is the result of the company  restructuring  its overall  business
plan to direct its focus on the final stages of development and marketing of the
Air Spring Axle.

OPERATING EXPENSES.
Compensation increased from $(140,600) for the quarter ending September 30, 2002
to $244,851 for the same quarter of 2003, an increase of $385,451. Comparing the
nine months ending  September  30, 2002 to the nine months ending  September 30,
2003,  there was a $78,665  decrease  from  $326,676 to  $248,011.  The salaries
incurred  in this third  quarter  of 2003 are  principally  attributable  to the
hiring of John Haddock as CEO. Please see Notes to the Financial Statement, Note
3, COMMENTS,  for a more detailed  discussion of the remuneration  structure for
the current  CEO.  Compensation  from  inception,  September  20,  2000  totaled
$2,343,494.  The major  portion of this expense that was incurred  prior to 2002
was paid for the development of the Dtomi Manufacturing  Database software.  See
above the heading DTOMI MANUFACTURING DATABASE for a discussion relative to this
Dtomi product.

Consulting  expenses  increased from $2,000 for the quarter ending September 30,
2002 to  $224,605  for the  same  quarter  of 2003,  an  increase  of  $222,605.
Comparing  the nine months  ending  September  30, 2002 and  September 30, 2003,
there was an increase of  $289,091,  from $80,075 to  $369,166.  The  consulting
services  include such services to be rendered by the Air Spring patent licensor
pursuant  to a  Consulting  Services  Agreement  as  discussed  in Note 2, ASSET
ACQUISITION,  RESCISSION  AND PATENT  LICENSE and Note 3,  COMMENTS.  Additional
consulting  services were received and  compensated  for as detailed in Notes to
the Financial  Statement,  Note 4,  STOCKHOLDERS'  DEFICIENCY,  STOCK ISSUANCES.
These consulting  services related to the management  restructuring,  management
policies and Air Spring axle marketing strategies.

Depreciation  expense declined from $62,809 for the first nine months of 2002 to
$22,770 for the same period of 2003.  This decrease is recognized  for the third
quarter  comparison,  a decrease of $15,964.  Principally  this  decrease is the
result of depreciation on assets after an impairment writedown was taken late in
2002.

General and Administrative increased by $42,453 for the third quarter comparison
and decreased by $32,937 for the 2002 to 2003 first nine months comparison. This
is the  result of the  management  transition  that  occurred  during  the third
quarter of 2003.

License Fee expense was incurred  during the third quarter of 2003.  The $50,000
fee was paid pursuant to the Exclusive  Patent License  Agreement (Note 2, ASSET
ACQUISITION,  RESCISSION  AND PATENT  LICENSE)  and an  additional  $10,000  was

<PAGE>

accrued as the initial  installment  of the monthly  license fee as described in
Notes to the Financial Statement, Note 3, COMMENTS.

Professional  Fees increased by $32,801 for the third quarter  comparison,  from
$116,951 at September  30, 2002  compared to $149,752  for the third  quarter of
2003.  This expense  decreased  from  $346,859 for the first nine months of 2002
compared  to  $322,441  for the first  three  quarters  of 2003.  These fees are
principally  legal and auditing fees  incurred  during the third quarter of 2003
for  services  rendered  during  the  management  transition  and in  overseeing
transition  management  consulting services as well as loan and funding matters.
Professional  fees of $1,090,710 were incurred as a result of the  International
Manufacturers Gateway acquisition and subsequent organizational expenses.

There is no rent  recorded for the third quarter of 2003 because of a credit due
to the Company  resulting  from an earlier  rent  overpayment.  As a part of the
management transition, the Company continues to rent office and storage space in
Safety Harbor,  Florida;  however,  the Company  reduced the amount of space and
renegotiated  the office  lease which  resulted in a rent  reduction to $750 per
month beginning October 2003.

No  Impairment  Loss is  recognized  for the  third  quarters  of 2002 and 2003;
however  $392,559 is recognized  for the nine months of 2003. In July 2003 Dtomi
executed an Exclusive Patent License  Agreement as is described in Note 2, ASSET
ACQUISITION,  RESCISSION AND PATENT LICENSE. In August 2003, upon execution of a
Mutual Release and Termination Agreement,  shares issuable pursuant to the Asset
Purchase  Agreement were cancelled and $300,000  liabilities were reversed and a
$392,559  settlement  gain was  recognized.  For accounting  purposes due to the
subsequent  termination,  the  $392,559  value of the patent was  written off as
impaired at June 30, 2003.

No Sales,  Marketing and Advertising expense are recorded for the third quarters
of 2002 and 2003;  however $4,616 is noted for the nine period ending  September
30, 2003.  This expense was incurred  through early efforts in promoting the Air
Spring.  During  the third  quarter  of 2003 no  expense  was  incurred  because
development  of the Air  Spring  axle was in  final  stages.  Currently,  sales,
marketing and advertising are in place and prepared to move forward.

As expressed  above,  the consequence of the efforts by the Company  relating to
the management  transition and further  development,  marketing and sales of the
AirSpring  axle are a major  contributing  factor  that  give  rise to the Total
Operating  Expenses being increased from $34,350 for the quarter ended September
30, 2002 to  $732,880  for the three  months  ended  September  30,  2003.  This
increase is also  reflected in the $575,343  increase from $947,868 for the nine
months period ending September 30, 2002 compared to the same period of 2003. The
lack of Revenue yields a major factor in Loss from  Operations from ($34,350) to
($732,880) for the third quarter of 2002 and 2003, respectively.

Interest expense  decreased from $23,994 for the third quarter of 2002 to $7,427
fir the third quarter of 2003. This reduction in interest  expense is also noted
for the nine months  comparison,  from $345,994 at September 30, 2002 to $23,651
at September  30, 2003.  This  reduction is the result of  conversion of debt to
equity.  The remaining  $7,427 interest at September 30, 2003 is accrued for two
outstanding  corporate  convertible  debentures  ($2,301)  and the  balance  for
outstanding loans to others.

$347,748  represents  the Net Loss for the third  quarter  of 2003  compared  to
$58,334 for the same term of 2002,  an increase of Net Loss of  $$289,404.  This
$347,748  Net  Loss  for the  third  quarter  of 2003 is the key  factor  in the
reduction  of Basic and Diluted  Loss Per Common Share from ($0.00) in the third
quarter of 2002 to ($0.04) for the same  period in 2003.  The  Weighted  Average
Common Shares  Outstanding  decreased  from  17,863,198 to 8,728,392 for the two
comparing periods.

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

<PAGE>

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 require  additional capital if the Company is to continue as a going concern.
If the financing is made available, over the next twelve months we will continue
to focus our  efforts  on the  commercialization  of the Air  Spring  Axle.  The
additional  necessary  financing  would be  utilized  for current  overhead  and
operating expenses as well as implementing the marketing plan for the Air Spring
axle. 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 September 30,
2003, has a deficit accumulated during the development stage of $6,622,042.  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;
     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 Haddock,  the Company's CEO
and John E.  Simpson,  the  Company's  technical  advisor,  and their ability to
attract,  train, and retain additional technical,  marketing,  customer support,
and  management  personnel.  The  loss  of  Mr.  Haddock  or Mr.  Simpson  could

<PAGE>

negatively impact the Company, and there is no "key man" life insurance in force
at this time.  Competition for qualified personnel is intense,  and there can be
no assurance that the Company will retain key  employees,  or attract and retain
other needed personnel.

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

Based Upon Our  Current  Assets We Will not Have the Ability to  Distribute  Any
Cash to Our  Shareholders  If we have  any  liabilities  that we are  unable  to
satisfy and we qualify for  protection  under the U.S.  Bankruptcy  Code, we may
voluntarily  file for  reorganization  under  Chapter  11 or  liquidation  under
Chapter 7. Our  creditors  may also file a Chapter 7 or  Chapter  11  bankruptcy
action  against  us. If our  creditors  or we file for  Chapter 7 or  Chapter 11
bankruptcy,  our creditors will take priority over our shareholders.  If we fail
to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors, such
creditors may institute proceedings against us seeking forfeiture of our assets,
if any. We do not know and cannot  determine  which, if any, of these actions we
will be forced to take.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The  Company  is  not a  party  to any  material  legal  proceedings  and to our
knowledge, no such proceedings are threatened or contemplated.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

COMMON STOCK ISSUED

During the quarter ended September 30, 2003, the Company  executed  subscription
agreements with various  individuals for the purchase of 8,652,372 common shares
at $0.095 per share.  No shares have been issued and  accordingly the shares are
recorded as common  stock  issuable at  September  30,  2003.  The  subscription
agreements  also  grant  warrants  to  purchase  8,652,372  common  shares at an
exercise price of $0.18 per share, expiring on December 31, 2005.

During the quarter ended  September 30, 2003, the Company  authorized and issued
1,380,000 common shares for consulting  services.  The shares were valued at the
contemporaneous  sale price of $0.95 per share,  resulting in an aggregate value
of $131,100.

During the quarter ended  September 30, 2003, the Company  authorized and issued
5,199,154  common shares  pursuant to the terms of a Consulting  Agreement  (See
Note 4). The shares were valued at $0.095  resulting  in an  aggregate  value of
$493,920.

In September  2003, the Company  issued 500,000 shares which were  authorized in
June,  2003 and recorded as common stock issuable at June 30, 2003. On September
25, 2003,  550,000  common shares were  purchased by an  individual  for $52,250
cash.

In September  2003,  950,000  common shares were issued by the transfer agent in
anticipation of receiving  subscriptions  for 950,000 common shares and warrants
for  $90,250.  Such shares are not  reflected  as issued or  outstanding  in the
accompanying financial statements at September 30, 2003.

In September 2003,  1,052,600  common shares were issued as a signing bonus (See
Note 4).
<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

+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.).

     10.1 *Assignment  of Patent Rights  Agreement  between the Company and John
          Simpson  dated  August 5, 2003  (incorporated  herein by  reference to
          Exhibit 10.1 to the Company's 8-K filed August 19, 2003).

     10.2 *Mutual Release and Termination Agreement between the Company and John
          Simpson  dated July 18,  2003  (incorporated  herein by  reference  to
          Exhibit 10.2 to the Company's 8-K filed August 19, 2003).

     10.3 *Exclusive  Patent  License  Agreement  between  the  Company and John
          Simpson  dated July 31,  2003  (incorporated  herein by  reference  to
          Exhibit 10.3 to the Company's 8-K filed August 19, 2003).

     10.4 *Consulting  Services  Agreement  between the Company and John Simpson
          dated July 31, 2003 (incorporated  herein by reference to Exhibit 10.4
          to the Company's 8-K filed August 19, 2003).

     10.5 Employment Agreement with John Haddock.

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

     33.2 CEO 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 August 19, 2003, the Company filed Form 8-K/A relating to: the termination of
the Asset  Purchase  Agreement  with Mr.  Simpson;  the assignment of Patent No.
6,530,580  from  the  Company  to Mr.  Simpson;  the  binding  Exclusive  Patent
Licensing  Agreement with Mr. Simpson,  granting a license to the Company to use
the Patent; the resignation of Mr. Simpson as president of the Company;  and the
Consulting Agreement entered into between the Company and Mr. Simpson.

<PAGE>

                                   SIGNATURES

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

                                          Dtomi, Inc.
                                          (Name of Registrant)

                                            /s/ John Haddock
Date:  November 14, 2003              By: ___________________________
                                          John Haddock, CEO/Director/acting CFO


<PAGE>





EXHIBIT INDEX

Exhibit
Number                              Description

+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.).

     10.1 *Assignment  of Patent Rights  Agreement  between the Company and John
          Simpson  dated  August 5, 2003  (incorporated  herein by  reference to
          Exhibit 10.1 to the Company's 8-K filed August 19, 2003).

     10.2 *Mutual Release and Termination Agreement between the Company and John
          Simpson  dated July 18,  2003  (incorporated  herein by  reference  to
          Exhibit 10.2 to the Company's 8-K filed August 19, 2003).

     10.3 *Exclusive  Patent  License  Agreement  between  the  Company and John
          Simpson  dated July 31,  2003  (incorporated  herein by  reference  to
          Exhibit 10.3 to the Company's 8-K filed August 19, 2003).

     10.4 *Consulting  Services  Agreement  between the Company and John Simpson
          dated July 31, 2003 (incorporated  herein by reference to Exhibit 10.4
          to the Company's 8-K filed August 19, 2003).

     10.5 Employment Agreement with John Haddock.

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

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

         * Incorporated herein by reference as indicated.