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, 2004

                                       OR

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

              For the transition period from ________ to ________.

                          Commission File No. 000-27277

                                   DTOMI, INC.

             (Exact name of registrant as specified in its charter)




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

        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, 2004 there were  28,700,281  shares of the  Registrant's  common
stock, $0.001 par value per share, outstanding.

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


<PAGE>



                                   DTOMI, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE PERIOD ENDED MARCH 31, 2004

                                      INDEX



<TABLE>
<S>                                                                                             <C>
PART I - FINANCIAL INFORMATION..................................................................
   ITEM 1. Financial Statements.................................................................
           BALANCE SHEETS.......................................................................
           STATEMENTS OF OPERATIONS.............................................................
           STATEMENTS OF CASH FLOWS.............................................................
           NOTES TO FINANCIAL STATEMENTS........................................................
   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......................................................................................
</TABLE>




              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company uses words like  "expects,"  "believes,"  "intends,"  "anticipates,"
"plans,"  "targets,"  "projects" or "estimates" in this Form 10-QSB.  When used,
these words and other,  similar words and phrases or  statements  that an event,
action or result  "will,"  "may,"  "could,"  or "should"  occur,  be taken or be
achieved identify "forward-looking"  statements. Such forward-looking statements
reflect  our  current  views with  respect to future  events and are  subject to
certain  risks,   uncertainties  and  assumptions,   including,  the  risks  and
uncertainties  outlined  under the section titled  "Management's  Discussion and
Analysis"  in  Item  2.  Should  one or more of  these  risks  or  uncertainties
materialize,  or should underlying  assumptions prove incorrect,  actual results
may vary materially from those anticipated, believed, estimated or expected.

Our management has included projections and estimates in this Form 10-QSB, which
are based primarily on management's  experience in the industry,  assessments of
our results of operations, discussions and negotiations with third parties and a
review of information  filed by our competitors with the Securities and Exchange
Commission  or otherwise  publicly  available.  We caution  readers not to place
undue reliance on any such  forward-looking  statements,  which speak only as of
the  date  made.  We  disclaim  any  obligation   subsequently   to  revise  any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.


<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                   DTOMI, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                 March 31, 2004
                                   (Unaudited)


                                     ASSETS

Current Assets
Cash                                                                $    32,128
                                                                    -----------
TOTAL CURRENT ASSETS                                                     32,128
                                                                    -----------

PROPERTY AND EQUIPMENT, NET                                              25,691
                                                                    -----------

DEFERRED CONSULTING EXPENSE                                             260,000

TOTAL ASSETS                                                        $   317,819
                                                                    ===========

                     LIABILITIES & STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Loans payable                                                           159,000
Accounts payable                                                         73,548
Accounts payable, related party                                              --
Accrued interest                                                         22,619
Due to affiliate                                                          8,436
Convertible debenture                                                    17,000
Accrued license fees                                                     30,000
Accrued compensation                                                    687,407
Other accrued expenses                                                  377,990
                                                                    -----------
TOTAL CURRENT LIABILITIES                                             1,376,000
                                                                    -----------
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,
     (26,438,289 shares issued and outstanding)                          26,438
Common stock issuable, at par value (7,881,016 shares)                    7,881
Additional paid-in capital                                            7,855,844
Acumulated deficit through March 31, 2003                            (5,702,783)
Deficit accumulated during the development stage                     (2,346,088)
                                                                    -----------
                                                                       (158,708)
Less subscriptions receivable                                           (37,500)
Less deferred consulting fees                                          (861,973)

                                                                    -----------
TOTAL STOCKHOLDERS' DEFICIENCY                                       (1,058,181)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $   317,819
                                                                    ===========


                See accompanying notes to financial statements

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                 FROM
                                               THREE MONTHS        THREE MONTHS             APRIL 1, 2003
                                                   ENDED              ENDED       (INCEPTION OF DEVELOPMENT STAGE) TO
                                              MARCH 31, 2004      MARCH 31, 2003             MARCH 31, 2004
                                              --------------      --------------  -----------------------------------
<S>                                            <C>                 <C>                       <C>
REVENUES                                       $         --        $         --              $         --

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

GROSS PROFIT                                             --                  --                        --

OPERATING EXPENSES
Compensation                                         53,344             (22,947)                  891,702
Consulting                                          137,276              10,630                   804,180
Depreciation                                            790               7,590                    16,157
General and administrative                           56,053               5,529                   211,739
License Fee                                              --                  --                    90,000
Professional fees                                    73,317              84,328                   349,284
Rent                                                  5,625              30,816                    27,202
Impairment loss                                          --                  --                   392,559
Sales, marketing and advertising                      7,809                  --                    37,873
                                               ------------        ------------              ------------
TOTAL OPERATING EXPENSES                            334,214             115,946                 2,820,696
                                               ------------        ------------              ------------
Loss from Operations                               (334,214)           (115,946)               (2,820,696)
                                               ------------        ------------              ------------
OTHER INCOME (EXPENSE)
Interest expense                                     (4,010)             (8,463)                  (27,273)
Settlement gain                                       4,986                  --                   501,881
                                               ------------        ------------              ------------
TOTAL OTHER INCOME (EXPENSE), NET                       976              (8,463)                  474,608
                                               ------------        ------------              ------------
NET LOSS                                       $   (333,238)       $   (124,409)             $ (2,346,088)
                                               ============        ============              ============
Basic and Diluted Loss Per Common Share:       $      (0.01)       $      (0.13)             $      (0.12)
                                               ============        ============              ============
Weighted average common shares outstanding       33,658,743             971,021                19,193,705
                                               ============        ============              ============
</TABLE>


                 See accompanying notes to financial statements

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                 FROM
                                                   THREE MONTHS     THREE MONTHS            APRIL 1, 2003
                                                     ENDED            ENDED       (INCEPTION OF DEVELOPMENT STAGE) TO
                                                 MARCH 31, 2004    MARCH 31, 2003           MARCH 31, 2004
                                                 --------------    --------------  ----------------------------------
<S>                                                <C>              <C>                    <C>
Cash Flows from Operating Activities:
Net Loss                                           $  (333,238)     $  (124,409)           $(2,346,088)
Adjustments to reconcile net loss to net cash
     used in operating activities
Stock based expenses for services                           --          (60,297)               296,748
Gain on debt settlement                                     --               --               (130,495)
Loss on debt settlement                                     --               --                 26,159
Depreciation                                               790            7,590                 16,157
Settlement gain on patent                                   --               --               (392,559)
Impairment loss on patent                                   --               --                392,559
Deferred consulting amortization                       108,526            8,630                570,414
CHANGES IN OPERATING ASSETS AND LIABILITIES:
(Increase) decrease in:
Deferred consulting                                     15,000               --                 40,000
Increase (decrease) in:
Accounts payable                                       (39,886)         103,825                (65,778)
Accounts payable, related party                        (11,734)              --               (272,197)
Accrued compensation, officer                               --           34,850                632,101
Accrued interest and expenses                           65,750            8,463                105,263
Due to affiliate                                          (340)              --                 55,584
Accrued license fees                                    10,000               --                 30,000
                                                   -----------      -----------            -----------
NET CASH USED IN OPERATING ACTIVITIES                 (185,132)         (21,348)            (1,042,132)
                                                   -----------      -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                     (21,053)              --                (26,668)
                                                   -----------      -----------            -----------
NET USED IN INVESTING ACTIVITIES                       (21,053)              --                (26,668)
                                                   -----------      -----------            -----------

Cash Flows from Financing Activities
Proceeds from affiliate loans                               --           15,408                (15,408)
Proceeds from convertible debentures                        --               --                 37,000
Proceeds from sale of common stock                          --               --              1,079,007
                                                   -----------      -----------            -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   --           15,408              1,100,599
                                                   -----------      -----------            -----------

Net Increase (Decrease) in Cash                    $  (206,185)     $    (5,940)           $    31,799
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR         238,313            6,269                    329
                                                   -----------      -----------            -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR           $    32,128      $       329            $    32,128
                                                   ===========      ===========            ===========


Supplemental Disclosure of Non-Cash Investing
  and Financing Activities:

Settlement of $294,530 of debt and $44,616 of
  accrued interest with stock.                              --               --                339,146

Loan payable was converted to a convertible debenture.      --               --                 15,000

Shares issuable reported as deferred consulting        110,671               --                110,671
</TABLE>


                 See accompanying notes to financial statements

<PAGE>

                                   DTOMI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)

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

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


NOTE 2 PROPERTY AND EQUIPMENT
-----------------------------

In  February,  2003,  the Company  purchased a 2000 Ford F-250  Pickup Truck for
$19,000 cash to be depreciated over 7 years.

In  March,  2003,  the  Company  purchased  a  computer  for  $2,052  cash to be
depreciated over 3 years.


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

STOCK ISSUANCES

During the quarter  ended March 31, 2004,  the Company  granted  800,000  common
shares to extend an  existing  consulting  agreement  by nine months and another
100,000 shares as additional compensation to an existing one-year agreement. The
shares were valued at $0.095 per share, or an aggregate  value of $85,500.  This
amount is recognized  over the term of the consulting  agreements,  with $11,375
recognized as consulting  expense in the first quarter and $74,125 recorded as a
deferred consulting fee component of equity at March 31, 2004.

During the quarter ended March 31, 2004, the Company  incurred  penalties  under
the registration  rights terms of the recent  Regulation D Rule 506 offering for
failure to file a  registration  statement  timely.  The company is obligated to
issue 1,631,265 warrants exercisable at $0.18 per share.

There were warrants to purchase  15,225,098  common shares  outstanding at March
31, 2004 at $0.18 per share.

There were options to purchase  3,339,130  common  shares at a weighted  average
exercise price of $0.16 per share at March 31, 2004.

The company became obligated to issue an additional  264,958 common shares under
antidilution provisions of a consulting agreement. A deferred consulting expense
of 25,171 was reported as a component of equity at March 31, 2004.

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

As reflected in the  accompanying  financial  statements,  the Company has a net
loss for the three  months  ended March 31, 2004 of  $333,238,  a  stockholders'
deficiency of $1,058,181 and a deficit  accumulated during the development stage
of  $2,346,088 at March 31, 2004;  cash used in operations  for the three months
ended March 31, 2004 of $185,132,  a working  capital  deficit of  $1,343,872 at
March 31, 2004, 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.

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

On April 6, 2004,  the Company  executed a  consulting  agreement to raise up to
$2,000,000 in capital through common stock sales and warrants.  Compensation for
raising the capital  will be equal to 10% of the gross  proceeds of the offering
and 10% warrants at $1.00 exercise price.

<PAGE>

During April,  2004,  the Company  granted 50,000 common shares under a one-year
consulting  agreement.  The shares were  valued at $0.095 per share,  or $4,750.
This amount is recognized over the term of the consulting  agreement,  with $792
to be recognized as consulting  expense in the second quarter of 2004 and $3,958
to be  recorded as a deferred  consulting  fee  component  of equity at June 30,
2004.

As of December 31, 2003,  13,593,873  shares offered for private  placement were
issued,  with another 547,352 shares issued subsequent to December 31, 2003 (see
below).  In addition,  100 units  consisting  of 1,052,652  shares and 1,052,652
warrants  issued as a bonus in 2003 are  considered  to be  subject  to  penalty
warrants.  The company has  calculated  173 penalty  warrants due (each  warrant
consists of the right to purchase  10,526 shares of common  stock,for a purchase
price of $0.18 per share, through December 31, 2006, upon which the warrant will
expire). However, one of the investors had obtained 950,000 shares issued by the
transfer agent before a subscription or payment was received. A subscription was
then received but the subscription  price of $90,250 was never paid. The Company
has taken the position that 52.25 of the penalty warrants due this investor will
not be issued  until the 950,000  shares  have been  returned or the $90,250 has
been paid.

In April,  2004,  the  Company  entered  into  subscription  agreements  for the
purchase of common stock and a warrant (together,  a "Unit Purchase  Agreement")
for 52 Units at $1,000 per Unit,  for  proceeds  of $35,000  cash and $17,000 of
existing  convertible  debenture.  Each Unit consists of 10,526 shares of common
stock,  and one warrant for the purchase of 10,526  shares of common stock for a
purchase  price of $0.18 per share,  through  December 31, 2006,  upon which the
warrant will expire.

In April,  2004, an investor exercised warrants for 6,316 common shares and paid
the exercise price of $0.18 per share for total proceeds of $1,136.


<PAGE>


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

RESULTS OF OPERATIONS

The Company had no recorded  revenues or cost of revenues for the quarter ending
March 31, 2004, no change from the quarter ending March 31, 2003.

Sales and marketing  expenses  increased to $7,809 for the quarter  ending March
31,  2004,  an increase of 100% over the quarter  ending  March 31,  2003.  This
amount  represents  ongoing  marketing  initiatives  for the Air Spring  AxleTM,
Company's new suspension product.

General and administrative  expenses increased to $56,053 for the quarter ending
March 31,  2004,  an  increase  of 914% over  expenses of $5,529 for the quarter
ending March 31, 2003. General and administrative expenses in this first quarter
of 2004 consist primarily of travel and entertainment of $15,906, patent license
fees of  $30,000,  stock  transfer  agent and  filing  fees of $2,692  and other
general corporate and office expenses.  Travel and entertainment  reflects trade
show visits and demonstration  road trips,  which were designed to introduce the
Air Spring AxleTM to potential customers and gather market feedback.

Interest  expense was $4,010 for the quarter ending March 31, 2004,  compared to
$8,463 for the quarter ending March 31, 2003. This interest  expense consists of
interest on various  loans.  The loans balance during this first quarter of 2004
was lower due to various settlements, decreasing the interest expense.

A settlement  gain of $4,986 was recognized in the quarter ending March 31, 2004
as the effect of  settling  a portion of the  Company's  debts.  In the  quarter
ending March 31, 2003 there was no settlement gain or loss.

Compensation expense for the quarter ending March 31, 2004 was $53,344, compared
to  ($22,947)  for the  quarter  ending  March 31,  2003,  an  increase  of 332%
compensation  expense for the  current  period  consist of salaries  paid to the
Company's officer and employee.

In  February,  a Vice  President,  Sales &  Marketing  was  hired as part of the
company's efforts to accelerate market adoption of the Air Spring AxleTM.

Professional  fees decreased to $73,317 for the quarter ending March 31, 2004, a
decrease  of 13% over  such  costs for the  quarter  ending  March  31,  2003 at
$84,328.  These professional fees consist primarily of legal and accounting fees
that were  incurred as a result of fund  raising  efforts,  audit  requirements,
interim filings, and drafting securities regulatory documentation.

Consulting  fees expense for the quarter ending March 31, 2004 was $137,276,  an
increase of 1,191% over  expenses  of $10,630 for the quarter  ending  March 31,
2003.  These  consulting fees in this first quarter of 2004 primarily  relate to
amortization  of deferred  consulting  fees from various stock based  consulting
agreements previously executed.

Depreciation expense for the quarter ending March 31, 2004 was $790, compared to
$7,590 for the quarter ending March 31, 2003.  These expenses consist of $281 of
depreciation of existing assets,  and $509 of depreciation  expense of new asset
additions.

The net loss for the quarter  ending  March 31,  2004 is $333,238  (net loss per
share of $0.01)  compared to the quarter  ending March 31, 2003,  $124,409  (net
loss per share of $.13).

<PAGE>


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.

Dtomi has cash and cash  equivalents  of $32,128,  total current  liabilities of
$1,375,999 and total assets of $317,819 at March 31, 2004. The Company continues
to incur costs, but has not secured adequate new revenue to cover the costs.

PLAN OF OPERATION FOR THE NEXT 12 MONTHS

Subject to the availability of adequate financing,  the Company will continue to
focus on quickly  bringing  its  innovative  suspension  product  to market.  In
support  of  this  the  Company  expects  both  sales  resources  and  marketing
initiatives  will be  increased.  Efforts  will be  twofold;  first  focusing on
supplying trailers to rental fleet owners and, secondly,  on encouraging trailer
manufacturers  to license the  suspension  design and  incorporate it into their
product offerings.  For rental fleets, the Company  anticipates it will have the
primary  sales  relationship,  but  will  contract  out the  manufacture  of the
trailers.  With  trailer  manufacturers,  the Company  will only supply  certain
critical  suspension  components.  Engineering  resources  are also  expected to
increase as the Company supports its customers with applications support.

SUBSEQUENT EVENTS QUARTER ENDING MARCH 31, 2004

None.

ITEM 3.  CONTROLS AND PROCEDURES.

Within 90 days prior to the filing of this  report,  the Company  carried out an
evaluation,  under the supervision and with the participation of its management,
including  the Chief  Executive  Officer,  of the  design and  operation  of its
disclosure  controls and  procedures.  Based on this  evaluation,  the Company's
Chief Executive  Officer  concluded that the Company's  disclosure  controls and
procedures  are  effective  for the  gathering,  analyzing  and  disclosing  the
information  the  Company is  required to disclose in the reports it files under
the Securities  Exchange Act of 1934,  within the time periods  specified in the
SEC's rules and forms.  There have been no significant  changes in the Company's
internal  controls  or in other  factors  that  could  significantly  affect the
internal controls subsequent to the date of this evaluation.


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

On January 13, 2004, the Company offered and sold an aggregate of 900,000 shares
of common  stock to two  purchasers  pursuant to a  consulting  agreement by and
between the Company and each purchaser.  No commission or other remuneration was
paid in connection with the offering. The Company relied upon the exemption from
registration  provided by Rule 506 of Regulation D, promulgated  pursuant to the
Securities Act of 1933, as amended (the "Act").


<PAGE>

Of the total amount of issuable "penalty  warrants"  pursuant to the October 29,
2003 unit offering (as defined  below) and calculated by the Company for a total
of 173 penalty  warrants (for 1,823,259  shares),  on April 2, 2004, the Company
issued  1,691,323  penalty  warrants  to purchase  shares of common  stock at an
exercise  price of $0.18 per share,  at any time prior to December 31, 2006. The
warrants were issued  pursuant to the term of that certain  Registration  Rights
Agreement  entered  into by the  Company and the  offerees of the  warrants in a
private placement in October 2003. The Company failed to timely register certain
securities  and was,  therefore,  obligated  to issue  additional  warrants as a
"penalty." The offering of the  additional  warrants was made in reliance on the
exemption from  registration  afforded by Rule 506 of Regulation D,  promulgated
pursuant to the Act.

In an offering (the "Unit Offering") that began on October 29, 2003, the Company
entered  into  subscription  agreements  for the  purchase of common stock and a
warrant  (together,  a "Unit  Purchase  Agreement"),  which was effected in four
"tranches."  Tranche 4 was  effected on April 19, 2004 for 52 Units for proceeds
of $35,000 cash and $17,000 of existing debt.  Each Unit (a "Unit")  consists of
10,526  shares of our common  stock,  and one warrant for the purchase of 10,526
shares of common stock at a purchase price of $0.18 per share,  through December
31, 2006, upon which the warrant will expire. The offering of the Units was made
in  reliance  on  the  exemption  from  registration  afforded  by  Rule  506 of
Regulation D, promulgated pursuant to the Act.

On April 29,  2004,  we offered and sold an  aggregate  of 50,000  shares of our
common stock to one investor in exchange for marketing  services to Dtomi by the
investor. No commissions or fees were paid in connection with the offering.  The
offering was made pursuant to Rule 903(b)(3) of Regulation S of the Act.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

On May 7, 2004, the Company  defaulted upon a 10%  Convertible  Debenture in the
principal  amount of $17,000,  entered  into between the Company and a creditor.
The Company did not repay the Debenture by the maturity date and instead elected
to convert the debenture into Units under the October 29, 2003 Unit Offering.

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

3.1.1.            Articles  of  Incorporation  of the Company  (incorporated  by
                  reference  to the  Company's  Registration  Statement  on Form
                  10-SB 12G/A filed on November 26, 1999).

3.1.2.            Certificate of Amendment to Articles of  Incorporation  of the
                  Company   (incorporated   by   reference   to  the   Company's
                  Registration  Statement  on Form 10-SB 12G/A filed on November
                  26, 1999).


<PAGE>

3.1.3.            Certificate of Amendment to Articles of  Incorporation  of the
                  Company filed October 25, 2001  (incorporated  by reference to
                  the  Company's  Quarterly  Report  on  Form  10-QSB  filed  on
                  December 18, 2001).

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

4.1.              Form of Penalty Common Stock Purchase Warrant.

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.

(b)               No such reports on Form 8-K have been filed during the quarter
                  for which this report is filed.

                                   SIGNATURES

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

                                     Dtomi, Inc.
                                     (Name of Registrant)


Date:  May 10, 2004                  By: /s/ John Haddock
                                         -------------------------------------
                                         John Haddock, CEO/Director/acting CFO