<PAGE>

                                  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 June 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 June 30,  2003  there were  7,010,384  shares of the  Registrant's  common
stock, $0.001 par value per share,  outstanding.  Note: Effective April 7, 2003,
the Company  effected a 1-for-20  reverse split. The current number noted herein
is postsplit.

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


<PAGE>

                                   DTOMI, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE PERIOD ENDED JUNE 30, 2003

                                      INDEX

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

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


Balance Sheets

                                  DTOMI, INC.
                                Balance Sheets


<TABLE>
<CAPTION>
                                     ASSETS
                                                                June 30, 2003
                                                                  (Unaudited) December 31, 2002
                                                                  -----------    -----------
<S>                                                              <C>             <C>
CURRENT ASSETS
Cash                                                              $     1,209    $     6,269

                                                                  -----------    -----------
TOTAL CURRENT ASSETS                                                    1,209          6,269
                                                                  -----------    -----------

PROPERTY AND EQUIPMENT, NET                                            48,070         63,250
                                                                  -----------    -----------

                                                                  -----------    -----------
TOTAL ASSETS                                                      $    49,279    $    69,519
                                                                  ===========    ===========
                   Liabilities and Stockholders' Deficiency
CURRENT LIABILITIES
Notes and loans payable                                               189,000        483,530
Accounts payable                                                      150,004         35,501
Accounts payable, related party                                       321,712        272,197
Accrued interest                                                       17,670         34,000
Due to affiliate                                                       46,399         30,991
Liabilities assumed                                                   281,000              -
Convertible debentures                                                 37,000              -
Accrued compensation                                                   27,656         20,456
                                                                  -----------    -----------
TOTAL CURRENT LIABILITIES                                           1,070,441        876,675
                                                                  -----------    -----------
Stockholders' Deficiency
Preferred stock, par value $0.001; 25,000,000 shares authorized
     None shares issued and outstanding                                     -              -
Common stock, par value $0.001; 100,000,000 shares authorized,
     7,010,384 and 971,021 shares issued and outstanding
     respectively, June 30, 2003 and December 31, 2002                  7,010            971
Common stock issuable, at par value.  (853,846 shares)                    854              -

Additional paid in capital                                          5,524,288      4,801,698
Deficit accumulated during the development stage                   (6,255,485)    (5,578,373)
                                                                  -----------    -----------
                                                                     (723,333)      (775,704)
Less deferred consulting expense                                     (297,829)       (31,452)
                                                                  -----------    -----------
TOTAL STOCKHOLDERS' DEFICIENCY                                     (1,021,162)      (807,156)
                                                                  -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                    $    49,279    $    69,519
                                                                  ===========    ===========

</TABLE>



<PAGE>


Statement of Operations

Statement of Cash Flows

Notes to the Financial Statements ***PROVIDED BY SALBERG & CO.


OVERVIEW

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

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

AirSpring  Axle.  Dtomi is in the process of shifting is primary  focus from the
Dtomi Manufacturing  Database to the innovative patent pending AirSpring 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 AirSpring Axle

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

Other Dtomi services include the following:

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

     o    Website Design,  Management,  Logo Design, Maintain "Lead Generation".
          Dtomi, Inc. has a nonexclusive marketing agreement relating to website
          design, management


<PAGE>

          and  hosting;   technical   management  of  a  menu  driven   standard
          do-it-yourself  website design for DTOMI,  Inc.  customers;  technical
          expertise for custom logo design; intellectual technology necessary to
          manage and maintain database technology relating to "lead generation".

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

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

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

     o    Air Spring.  On April 7, 2003 Dtomi, Inc. closed on its acquisition of
          the Air Spring  Powered  Lowerable  Suspension  Assembly  Axle patent,
          hereafter  referred to as the "Air Spring".  As an integrated  part of
          the Air Spring asset  purchase,  the Company  reverse split the issued
          and  outstanding  shares from 19,417,981 to 970,899 and 711,992 shares
          from its treasury to John E. Simpson in connection with the assignment
          of the Air Spring  patent to the  Company.  John E.  Simpson  has been
          elected by the Board of  Directors  as  President  of Dtomi,  Inc. and
          appointed to serve on the Board of  Directors.  The Air Spring with an
          axle to be  lowered to ground  level or set at a  required  height for
          loading,  unloading  and  transportation.  It is the  intention of the
          Company to market the Air Spring and to license to others the right to
          manufacture the Air Spring.

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

The Company has incurred significant losses since inception,  and as of June 30,
2003 had a deficit  accumulated  during the development  stage of  approximately
$6,255,485,.  The Company will continue to require additional capital during the
development  stage and until the revenue  grows  sufficiently  to cover  ongoing
operating  costs,  continuing  development of the AirSpring 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
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.

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

<PAGE>


Effective April 7, 2003, the Company effected a 1-for-20 reverse split. Prior to
the  reverse  split the  Company had issued and  outstanding  19,417,981  common
shares  $0.001 par value per share.  The reverse  split  reduced  this number to
970,899  common shares and provided for an additional 122 shares for rounding up
fractional  shares yielding a net number of post-split shares of 7,110,225 as of
June 30, 2003.

MATERIAL CHANGES IN FINANCIAL CONDITION

The Company's cash balance  decreased to $1,209 fat June 30, 2003 from $6,269 at
December  31,  2002.  The Company has been  primarily  funded with loans in 2003
which  have been used to pay  corporate  expenses.  The change in  property  and
equipment  from 2002 to 2003 is primarily  deprciation  Notes and Loans  Payable
decreased  from $483,530 as of December 31, 2003 to $189,000 at June 30, 2003, a
decrease of $294,530.  Loans of $294,530 were  exchanged  for  1,665,000  common
shares in June 2003 The Company continues to fall behind in its Accounts Payable
to third  parties and related  parties  (the  related  party  amount  represents
attorney  fees  due to the  Company  attorney  and  chairman  of  the  board  of
Directors)  which  increased by $164,018 in 2003.  This amount will  continue to
grow as the  Company  continues  to  develop  its  products  and  until  Company
operations can begin producing income to support the operational expenses.


Interest  accrues on the above mentioned  loans which accrual  decreased for the
second quarter of 2003 by $16,330 from the $34,000 amount for December 31, 2002.
This net  decrease  represents  the  result of  converting  a portion of debt to
Company common equity.

The $46,399 Due  Affiliate  as of June 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. The president and chairman
of the boar of New Millennium Media International, Inc. is also the president of
Dtomi.

Accrued  Compensation  increased from $20,456 at December 31, 2002 to $27,656 at
June 30, 2003.  These  amounts are 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.

Liabilities of $281,000 were assumed in the acquisition of assets and assumption
of liabilities in April 2003.

The  Company  raised  $37,000 in April  2003 from the  issuance  of  convertible
debentures.

The  cumulative  effect of these  liabilities  is an increase  of Total  Current
Liabilities of $193,766 from $876,675 at December 31, 2002 to $1,070,441 at June
30,  2003.  Liabilities  will  continue to increase as the Company  continues to
develop its AirSpring and other products that are noted above.

The additional  paid-in capital  increased  $722,590 from $4,801,698 at December
31, 2002 to $5,524,288  at June 30, 2003.  The increase is primarily a result of
the  valuation  of  shares  issued  for  services.  A portion  of that  expense,
$297,829, is deferred as a component of stockholders' equity at June 30, 2003.


RESULTS OF OPERATIONS

The Company had no revenues  for the three and six months  ended June 30,  2003.
The  Company  is  currently  using  its best  effort  to raise  capital  to fund
operations and to further the development of the Air Spring project. The Company
has reduced its employee roster to two. Because of an absence of sufficient cash
flow,  the Company has been  required  to limit

<PAGE>

operations.  The Company had no recorded  cost of revenues for the three and six
months ended June 30, 2003.  This lack of revenue and cost revenue is the result
of the company restructuring its overall business plan.

Operating Expenses

The Compensation  decreased from $198,952 for the quarter ended June 30, 2002 to
$7,658 for the same period of 2003, a net decrease of $191,294.  The decrease in
compensation is the result of salaries accrued for the two employees  reduced by
credit to  compensation  expense  for the  variable  accounting  adjustment  for
options issuable to one employee.

The  Consulting  expenses  increased  from  $65,600 to  $128,701  for the second
quarters of 2002 and 2003,  respectively.  This rise in  consulting  fees is due
primarily to  consulting  advise  received by Dtomi  relating to the  patenting,
development,  marketing  and  sales of the  AirSpring  axle as well as  expenses
incurred in an effort to assist in obtaining additional funding for the Company.
This is the  result of  issuance  of shares of  common  stock in  prepayment  of
consulting  services to be rendered and  amortization of such deferred  expenses
over the applicable service periods

Resulting  out  of  the  International  Manufacturers  Gateway  to  Dtomi  Asset
Purchase, the Company owns depreciable assets for which the depreciation for the
second three months of 2003 is calculated  to be $7,590  compared to $39,255 for
the same period of 2002.  The  decrease  occurs  since  substantial  assets were
impaired at the end of fiscal year 2002.

Notwithstanding that the Company is functional with its focus on the development
and marketing of the AirSpring  axle,  the Company  activity  during this second
quarter is such that the General and Administrative expenses are limited in lieu
of consultants as noted above.  As a result of this limited  corporate  activity
during this second quarter of 2003, the General and  Administrative  expense was
reduced to $5,413 as  compared  to a year ago,  $2,445.  The  Professional  fees
increased  from $51,110 for this second  quarter of 2002 compared to $88,361 for
the same period of 2003, an increase of $37,251,  73%. These  professional  fees
relate to the general  accounting  fees and legal fees relating to the AirSpring
axle.

The  Company  continues  to rent  office and storage  space;  however,  when the
Company  does not have  sufficient  revenue to pay current  rent,  rent  accrues
monthly at a rate of $5,136.  The rent expense for the second quarter of 2003 is
$15,408 compared to $7,136 for the second quarter of 2002.

Other than the reasons  expressed  above  relating to the second quarter of 2002
Consulting  fees, the consequence of the efforts by the Company  relating to the
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  $364,498 in the period  ended June 30, 2002 to $650,346 for the
same period of 2003.  The lack of Revenue  yields a major factor in the increase
of Loss from  Operations from ($364,498) to ($364,498) for the second quarter of
2002 and 2003, respectively. The Net Settlement Gain, $112,634, is the result of
settlement of the San Rafael  Consulting  Group,  LLC. Debt and related  accrued
interest.
The Company  continues to incur costs,  but has not secured adequate new revenue
to cover the costs.

LIQUIDITY AND CAPITAL RESOURCES

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

<PAGE>

PLAN OF OPERATION FOR THE NEXT 12 MONTHS

We estimate our business needs require an additional $1,000,000 cash infusion to
carry it through the next 12 months.  If the financing is made  available,  over
the next  twelve  months  our plan of  operation  calls for  continued  focus on
developing our operations by furthering our business plan that calls for further
development,  marketing  and  sales  of the Air  Spring  as  well as  continuing
operation  of  the  Dtomi  manufacturing   database.  The  additional  necessary
financing would be utilized for current overhead and operating  expenses as well
as  creating a second  AirSpring  prototype  intended  to be used for showing to
prospective  commercial customers and investors.  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 June 30, 2003,
has a deficit  accumulated  during  the  development  stage of  $6,255,485.  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 "JT" Thatch,  the
Company's CEO and John E. Simpson, the Company's President, and their ability to
attract,  train, and retain additional technical,  marketing,  customer support,
and management personnel. The loss of Mr. Thatch or Mr. Simpson could negatively
impact the  Company,  and there is no "key man" life  insurance in force at this
time.  Competition  for  qualified  personnel  is  intense,  and there can be

<PAGE>

no assurance that the Company will retain key  employees,  or attract and retain
other needed personnel.

VOLATILITY IN STOCK PRICE

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

BASED UPON OUR  CURRENT  ASSETS WE WILL NOT HAVE THE ABILITY TO  DISTRIBUTE  ANY
CASH TO OUR SHAREHOLDERS

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

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

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Common Stock Issued

On or around  April 2, 2003,  Dtomi  effected a  1-for-20  reverse  split of its
issued and outstanding stock.

The  company  relied  on  Section  4(2)  of  the  Securities  Act of  1933  (the
"Securities Act") as the basis for an exemption from registration  regarding the
following issuance of stock to accredited investors because they did not involve
a public offering.

On or around April 11, 2003,  the Company  issued  shares of common stock of the
Company  pursuant to a beneficial  owner round up: (A) RBC Dain  Rauscher - four
(4) shares of common  stock;  (B) National  Investor - four (4) shares of common
stock;  (C) E*Trade  Clearing - sixteen (16) shares of common stock and (D) USAA
Investment  - one (1) share of common  stock.  The Company  issued the shares in
reliance on the  exemption  from  registration  afforded by Section  4(2) of the
Securities Act.

On or around April 15, 2003,  the Company  issued  shares of common stock of the
Company  pursuant  to a  beneficial  owner round up: (A)  Ameritrade  Clearing -
twenty-four  (24) shares of common stock;  (B) Cede & Co - twelve (12) shares of
common stock.  The Company  issued the shares in reliance on the exemption  from
registration afforded by Section 4(2) of the Securities Act.

<PAGE>

On or around April 17, 2003,  the Company  issued  shares of common stock of the
Company  pursuant to Section 4(2) of the Securities Act pursuant to a beneficial
owner round up: (A)  Merrill  Lynch & Co. - one (1) share of common  stock.  The
Company  issued  the  shares in  reliance  on the  exemption  from  registration
afforded by Section 4(2) of the Securities Act.

On or around June 4, 2003,  the  Company  issued  shares of common  stock of the
Company  to  the  following   individuals  or  entities,  in  consideration  for
cancellation  of the two  hundred  ninety four  thousand,  five  hundred  thirty
dollars   ($294,530)  debt  to  San  Rafael   Consulting   Group:   (A)  Integra
International - two hundred fifty thousand (250,000) shares of common stock; (B)
Eric Okamoto - three hundred  thousand  (300,000)  shares of common  stock;  (C)
First London Finance - two hundred  thousand  (200,000)  shares of common stock;
(D) Pinnacle  Covenant - two hundred sixty thousand  (260,000)  shares of common
stock; (E) Zaida Torres - ninety five thousand  (95,000) shares of common stock;
(F) Michael  Schliman - one hundred  thousand  (100,000) shares of common stock;
(G) Glen Adams - fifty thousand  (50,000) shares of common stock;  and (H) Sarah
Dankert - four  hundred  ten  thousand  (410,000)  shares of common  stock.  The
Company  issued  the  shares in  reliance  on the  exemption  from  registration
afforded by Section 4(2) of the Securities Act.

On or around June 4, 2003,  the Company issued four hundred  thousand  (400,000)
shares of common  stock of the  Company  to John  Simpson in  consideration  for
services  rendered.  The Company  issued the shares in reliance on the exemption
from registration afforded by Section 4(2) of the Securities Act.

On June 5, 2003, the Company issued seven hundred eleven thousand,  nine hundred
ninety two  (711,992)  shares of common  stock of the Company to John Simpson in
consideration  of Mr.  Simpson's sale of the Patent to the Company.  The Company
issued the 711,992 in reliance on the exemption  from  registration  afforded by
Section 4(2) of the Securities Act.

One or around June 11, 2003,  the Company  issued  shares of common stock of the
Company  pursuant  to the  Section 4.2 of the  Securities  Act as  follows:  (A)
Pursuant to consulting  agreements  between the Company and (i) Edward Klaeger -
two hundred thousand  (200,000)  shares of common stock;  (ii) Joel Fedder - two
hundred thousand  (200,000) shares of common stock;  (iii) Francesco  Pasquali -
four hundred two thousand,  three hundred thirty four (402,334) shares of common
stock; (iv) San Rafael Consulting - five hundred fifty thousand (550,000) shares
of common  stock;  (v)  Bishop's  Gate  Partners  - four  hundred  ten  thousand
(410,000)  shares of common stock;  (vi) Andrew  Fisher - four hundred  thousand
(400,000)  shares of common stock;  (vii) Teresa Ruddle - three hundred thousand
(300,000)  shares of common stock;  and (viii) Rangeley  Company - three hundred
thousand  (300,000)  shares of common stock;  and (B) Pursuant to the engagement
agreement  (the  "Engagement  Agreement")  between  The Otto Law  Group  and the
Company,  the Company issued five hundred  thousand  (500,000)  shares of common
stock.  The  Company  issued  the  shares  in  reliance  on the  exemption  from
registration afforded by Section 4(2) of the Securities Act.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

NONE

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

NONE

ITEM 5.  OTHER INFORMATION

On April 7, 2003,  the Company  executed that certain Asset  Purchase  Agreement
(the "Asset  Purchase  Agreement"),  with John Simpson of, pursuant to which the
Company acquired United

<PAGE>

States  Patent  #6,530,580  (the  "Patent")  in exchange  for 711,992  shares of
Dtomi's common stock and the assumption by Dtomi of certain liabilities relating
to costs associated with commercializing the technology underlying the Patent. A
copy of the Asset Purchase  Agreement is attached as Exhibit 10 to the Company's
8-K filed April 10, 2003.

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. 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.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit
Number                              Description

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

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

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

        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).
<PAGE>


        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).

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

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

                 * Incorporated herein by reference as indicated.

        (b) Reports on Form 8-K

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

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

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.

                                   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:  August 19, 2003             By: /s/ John "JT" Thatch
                                      ___________________________
                                    John "JT" Thatch, CEO/Director/acting CFO


<PAGE>
EXHIBIT INDEX

Exhibit
Number                              Description

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

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

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

        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).

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

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

                 * Incorporated herein by reference as indicated.

<PAGE>

                                 CERTIFICATIONS

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

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

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

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

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

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

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

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

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

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

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

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


Dated: August 19, 2003            Dtomi, Inc.


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


<PAGE>