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

                                   FORM 10-QSB

   Quarterly Report of Small Business Issuers under Section 13 or 15(d) of the
  Securities Exchange Act of 1934 for the quarterly period ended March 31, 2005

                          Commission File No. 333-42936

                             DND TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

                  Nevada                                        84-1405298
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                        Identification No.)

       375 E. Elliot Rd., Bldg. 6
            Chandler, Arizona                                      85225
(Address of principal executive offices)                         (Zip Code)

         Issuer's telephone number, including area code: (480) 892-7020


        -----------------------------------------------------------------
              (Former name, former address, and former fiscal year,
                          if changed since last report)

      The issuer has (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter  period
that the registrant was required to file such reports),  and (2) been subject to
such filing requirements for the past 90 days.

--------------------------------------------------------------------------------

 Number of shares outstanding of each of the issuer's classes of common equity:
 ------------------------------------------------------------------------------

             Class                                 Outstanding as of May 9, 2005
Common stock, $0.001 par value                               23,515,000
--------------------------------------------------------------------------------

      The issuer is not using the Transitional Small Business Disclosure format.

<PAGE>

                             DND TECHNOLOGIES, INC.

                                Table of Contents

                                                                            Page
                                                                            ----

PART I   FINANCIAL INFORMATION............................................    1

Item 1.  Consolidated Unaudited Financial Statements......................    1

Condensed Consolidated Unaudited Balance Sheet............................    1

Condensed Consolidated Unaudited Statements of Operations.................    2

Condensed Consolidated Unaudited Statements of Stockholders' Deficit .....    4

Condensed Consolidated Unaudited Statements of Cash Flows.................    5

Notes to Condensed Consolidated Unaudited Financial Statements ...........    7

Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations  ...............................................   13

Item 3.  Controls and Procedures..........................................   19

PART II  OTHER INFORMATION................................................   19

Item 2.  Unregistered Sales of Equity Securities..........................   19

Item 6.  Exhibits and Reports on Form 8-K.................................   19

SIGNATURES................................................................   20


                                        i
<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2005
                                   (UNAUDITED)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                           $   266,676
Accounts receivable, net                                              1,974,994
Inventories, net                                                      2,283,751
Prepaid expenses                                                        222,660
                                                                    -----------
Total current assets                                                  4,748,081
                                                                    -----------

PROPERTY AND EQUIPMENT, Net of accumulated depreciation                 247,359
                                                                    -----------
LICENSE AGREEMENTS, Net of accumulated amortization                   3,219,105
                                                                    -----------
OTHER                                                                    27,775
                                                                    -----------

TOTAL ASSETS                                                        $ 8,242,320
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable, current portion                                      $ 1,262,710
Capital leases payable, current portion                                  14,095
Accounts payable and accrued expenses                                 2,804,097
Deposits from customers                                                 753,006
Payables, Lam Research Corporation, current portion                     915,060
License and royalty payable, Axcelis                                    855,299
Amounts due to related party                                            423,252
                                                                    -----------
Total current liabilities                                             7,027,519
                                                                    -----------

LONG TERM LIABILITIES:
Capital leases payable, long term portion                                15,014
Payables, Lam Research Corporation, long term portion                 3,178,831
                                                                    -----------
Total long term liabilities                                           3,193,845
                                                                    -----------

STOCKHOLDERS' DEFICIT:
Preferred stock                                                              --
Common stock, par value, $.001 per share;
  authorized, 50,000,000 shares;
  issued and outstanding, 23,515,000 shares                              23,515
Paid-in capital                                                       2,039,145
Common stock to be issued                                                55,000
Accumulated deficit                                                  (4,096,704)
                                                                    -----------
Total stockholders' deficit                                          (1,979,044)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $ 8,242,320
                                                                    ===========

See accompanying notes.


                                       1
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

                                                      2005             2004
                                                      ----             ----

REVENUE:
Systems and chillers                               $ 2,833,501      $ 1,733,866
Parts, assemblies and consumables                    1,509,973        1,507,224
Field service and training                              16,861           49,685
                                                   -----------      -----------
Total revenue                                        4,360,335        3,290,775
                                                   -----------      -----------

COST OF REVENUE:
Cost of revenues                                     2,722,139        1,930,155
Reserve for slow moving
  and obsolete inventory                               128,009               --
                                                   -----------      -----------
Total cost of revenue                                2,850,148        1,930,155
                                                   -----------      -----------

GROSS PROFIT                                         1,510,187        1,360,620
                                                   -----------      -----------

OPERATING EXPENSES:
Research and development                                21,127           15,187
Sales and marketing                                    647,454          416,532
General and administrative                             480,614          431,597
Lawsuit settlement                                          --          140,000
                                                   -----------      -----------
Total operating expenses                             1,149,195        1,003,316
                                                   -----------      -----------

INCOME FROM OPERATIONS                                 360,992          357,304

GAIN ON SETTLEMENT OF DEBT                              17,500               --

INTEREST EXPENSE                                       (83,877)         (94,123)
                                                   -----------      -----------

INCOME BEFORE INCOME TAX EXPENSE                       294,615          263,181

INCOME TAX EXPENSE                                        (800)            (800)
                                                   -----------      -----------

NET INCOME                                         $   293,815      $   262,381
                                                   ===========      ===========

                                                                     (Continued)


                                       2
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - Continued
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

                                                         2005           2004
                                                         ----           ----

NET INCOME
  PER COMMON SHARE:
  Basic                                               $       .01    $       .01
                                                      ===========    ===========
  Diluted                                             $       .01    $       .01
                                                      ===========    ===========

WEIGHTED AVERAGE
  NUMBER OF COMMON
  SHARES OUTSTANDING
  AND SUBSCRIBED:
     Basic                                             23,251,778     23,000,000
                                                      ===========    ===========
     Diluted                                           27,395,825     24,909,690
                                                      ===========    ===========

See accompanying notes.


                                       3
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                            Common Stock                           Stock To Be Issued
                            ------------            Paid-In        ------------------       Accumulated
                        Shares        Amount        Capital       Shares        Amount        Deficit         Total
                      -----------   -----------   -----------   -----------   -----------   -----------    -----------
<S>                    <C>          <C>           <C>             <C>         <C>           <C>            <C>
BALANCE,
 JANUARY 1, 2005       23,000,000   $    23,000   $ 1,957,160     1,100,000   $    55,000   $(4,390,519)   $(2,355,359)

COMMON STOCK
 ISSUED FOR
 ACCRUED EXPENSES         365,000           365        73,135            --            --            --         73,500

COMMON STOCK
 ISSUED UPON
  EXERCISE OF
  OPTION                  150,000           150         8,850            --            --            --          9,000

NET INCOME                     --            --            --            --            --       293,815        293,815
                      -----------   -----------   -----------   -----------   -----------   -----------    -----------

BALANCE,
 MARCH 31, 2005        23,515,000        23,515     2,039,145     1,100,000        55,000    (4,096,704)    (1,979,044)
                      ===========   ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

See accompanying notes.


                                       4
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

                                                          2005          2004
                                                          ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                             $  293,815    $  262,381
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
  Depreciation                                             47,199        44,880
  Amortization                                            138,265       136,245
  Provision for slow moving and
    obsolete inventories                                  128,009      (113,140)
  Gain on settlement of debt                              (17,500)           --
  Loss on disposal of fixed asset                              --         2,349
  Changes in operating assets
    and liabilities:
    Accounts receivable                                   472,035      (482,986)
    Inventories                                           530,575      (212,636)
    Prepaid expenses and other assets                    (155,940)        8,036
    Accounts payable and accrued expenses                (941,254)     (106,202)
    Deposits from customers                              (349,913)    1,183,960
    Amounts due to related parties                          2,852        11,569
                                                       ----------    ----------
Net cash provided
  by operating activities                                 148,143       734,456
                                                       ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                      (6,242)      (10,295)
                                                       ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayment on line of credit                                --        (5,992)
Exercise of common stock options                            9,000            --
Principal payments on long-term debt                     (200,713)     (113,297)
                                                       ----------    ----------
Net cash (used) by financing
  activities                                             (191,713)     (119,289)
                                                       ----------    ----------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALANTS                                         (49,812)      604,872

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                     316,488       157,801
                                                       ----------    ----------

CASH AND CASH EQUIVALENTS,
END OF PERIOD                                          $  266,676    $  762,673
                                                       ==========    ==========


                                       5
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

                                                             2005         2004
                                                             ----         ----

SUPPLEMENTARY DISCLOSURE
   OF CASH FLOW INFORMATION:
Cash paid for interest                                     $ 71,254     $ 63,152
                                                           ========     ========
Cash paid for taxes                                        $      0     $      0
                                                           ========     ========

SCHEDULE OF NON-CASH INVESTING
   AND FINANCING ACTIVITIES:
Cancellation of capital lease
  and return of asset to vendor                            $      0     $  9,202
                                                           ========     ========
Common stock issued for
  accrued expenses                                         $ 73,500     $      0
                                                           ========     ========

See accompanying notes.


                                       6
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

1.    GENERAL

      Presentation  - The  interim  consolidated  financial  statements  of  DND
      Technologies, Inc. and Subsidiary (the "Company") are condensed and do not
      include   some  of  the   information   necessary  to  obtain  a  complete
      understanding  of  the  financial  data.   Management  believes  that  all
      adjustments  necessary  for a  fair  presentation  of  results  have  been
      included  in the  unaudited  consolidated  financial  statements  for  the
      interim  period  presented.  Operating  results for the three months ended
      March 31, 2005 are not  necessarily  indicative of the results that may be
      expected for the year ended December 31, 2005. Accordingly, your attention
      is directed to footnote  disclosures found in the December 31, 2004 Annual
      Report and particularly to Note 1, which includes a summary of significant
      accounting policies.

      Nature of Business  and History of Company - DND  Technologies,  Inc.  was
      organized  on May 9,  1997,  under  the laws of the state of  Nevada.  The
      Company  operates as a holding  company for subsidiary  acquisitions.  The
      Company's operating subsidiary is Aspect Systems, Inc. (located in Arizona
      and Texas; hereinafter referred to as "ASI").

      ASI also owns 100% of ASI Team Asia Ltd.  ASI Team Asia Ltd.  is  inactive
      and has no significant  assets or liabilities  and has not had any revenue
      or expenses.

      ASI is a  supplier  of  semiconductor  manufacturing  equipment  and  also
      supplies  complete after market support of the  aforementioned  equipment,
      which  currently  includes  Lam  AutoEtch,  Rainbow,  and TCP plasma  etch
      systems,  plus a variety of plasma etch and strip products manufactured on
      the ASI MX-1 and ASI MX-10 platforms (formerly Matrix System One and Ten),
      and the Arista and  Arista  Dual  platforms  (formerly  Matrix  Bobcat and
      Cheetah).  Elements of support  include  spare parts and  assemblies,  and
      various engineering services.

      Principles  of  Consolidation  -  The  consolidated  financial  statements
      include  the  accounts  of DND  Technologies,  Inc.  and its  wholly-owned
      subsidiaries  ASI  and ASI  Team  Asia  Ltd.  All  material  inter-company
      accounts and transactions have been eliminated.

      Net Income - Basic  income per common  share is computed  by dividing  net
      income available to common stockholders by the weighted-average  number of
      common shares  outstanding  during the period.  Diluted  income per common
      share is computed by dividing net income available to common  stockholders
      by the  weighted-average  number  of  common  shares  outstanding  plus an
      assumed  increase in common shares  outstanding for  potentially  dilutive
      securities,  which  consist of options.  Potentially  dilutive  shares are
      excluded from the  computation  in loss periods,  as their effect would be
      anti-dilutive.  The dilutive  effect of options to acquire common stock is
      measured  using  the  treasury  stock  method.   The  dilutive  effect  of
      potentially  issuable securities was 4,144,047 shares and 1,909,690 shares
      for the three months ended March 31, 2005 and 2004, respectively.

      Concentration of Risk - Financial  instruments which  potentially  subject
      the Company to concentrations  of credit risk consist  principally of cash
      and trade accounts receivable.

      The Company places its temporary cash  investments in reputable  financial
      institutions.  As of March 31, 2005, the Company had $181,877 deposited in
      one banking institution and $212,162 in a second banking institution. Only
      $100,000 of the balance at each institution is federally insured.


                                       7
<PAGE>

      Concentration of credit risk with respect to trade  receivables is limited
      due to the large number of customers  comprising  the  Company's  customer
      base and their dispersion  across different  geographic areas. The Company
      routinely assesses the financial  strength of its customers.  At March 31,
      2005,  the Company had one customer  whose balance was 41% of net accounts
      receivable.

      Significant  Customers - For the three months  ended March 31,  2005,  the
      Company had three customers whose revenues exceeded 10% of total revenues,
      comprising 32%, 17% and 14% of total revenues, respectively. For the three
      months  ended  March 31,  2004,  the  Company  had four  customers,  whose
      revenues exceeded 10% of total revenues,  comprising 10%, 13%, 16% and 18%
      of total  revenues,  respectively.  Revenues in 2005 and 2004  outside the
      United States include Europe 6% and 27%, Asia 31% and 7% and Canada 0% and
      7%, respectively.

      Significant  Suppliers  - For the three  months  ended  March 31, 2005 and
      2004,  approximately  22%  and  15%,  respectively,   of  gross  inventory
      purchases were purchased from Lam. The Company expects to have significant
      purchases of inventory from Lam in the coming year.

      Stock Based  Compensation  - As  permitted  by FAS 123,  as  amended,  the
      Company accounts for stock options issued to employees using the intrinsic
      value  method as  prescribed  by APB 25.  Under this  method no expense is
      recognized  for options  issued with an exercise price equal to or greater
      than the  market  price of the  stock on the date of  grant.  Expense  for
      options or warrants issued to  non-employees  is recorded in the financial
      statements at estimated  fair value.  For options  issued to employees the
      Company is subject to proforma  disclosures  based on the  estimated  fair
      value of the options issued.

      The Black-Scholes option-pricing model was developed for use in estimating
      the fair value of traded  options which have no vesting  restrictions  and
      are fully transferable.  In addition,  option valuation models require the
      input of highly subjective  assumptions including the expected stock price
      volatility.   Because  the  Company's  stock  options  and  warrants  have
      characteristics  different  from  those of  traded  options,  and  because
      changes in the subjective input assumptions can materially affect the fair
      value  estimate,  in  management's  opinion,  the  existing  models do not
      necessarily  provide a reliable  single  measure of the fair value of such
      stock options.

      For  purposes of proforma  disclosures,  the  estimated  fair value of the
      options granted in 2003 is amortized to expense over the options'  vesting
      periods. The Company's proforma information follows:

      Net income:
        As reported                                                     $293,815
         Proforma                                                       $290,163

      Net Income per common stock share:
       Basic:
         As reported                                                        $.01
         Proforma                                                           $.01
       Diluted:
         As reported                                                        $.01
         Proforma                                                           $.01

      Recently  Issued  Accounting  Pronouncements  - In November 2004, the FASB
      issued SFAS No. 151, "Inventory Costs-an amendment of ARB. No. 43, Chapter
      4".  This  Statement  amends  the  guidance  in ARB  No.  43,  Chapter  4,
      "Inventory Pricing," to clarify the accounting for


                                       8
<PAGE>

      abnormal amounts of idle facility  expense,  freight,  handling costs, and
      wasted material  (spoilage).  Paragraph 5 of ARB 43, Chapter 4, previously
      stated that "...  under some  circumstances,  items such as idle  facility
      expense,  excessive spoilage, double freight, and re-handling costs may be
      so abnormal as to require  treatment as current period  charges...."  This
      Statement  requires  that  those  items be  recognized  as  current-period
      charges regardless of whether they meet the criterion of "so abnormal." In
      addition,  this  Statement  requires that  allocation of fixed  production
      overheads to the costs of  conversion  be based on the normal  capacity of
      the production facilities. The Company will adopt this standard on January
      1, 2006.

      In December 2004, the FASB issued SFAS No. 153,  "Exchanges of Nonmonetary
      Assets - an amendment of APB Opinion No. 29".  This  Statement  amends APB
      Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
      productive  assets and replaces it with a general  exception for exchanges
      of nonmonetary assets that do not have commercial substance. A nonmonetary
      exchange has  commercial  substance if the future cash flows of the entity
      are  expected to change  significantly  as a result of the  exchange.  The
      Company will adopt this standard on January 1, 2006.

      In December  2004, the FASB issued SFAS No. 123R,  "Share Based  Payment".
      This  Statement is a revision of FASB  Statement No. 123,  Accounting  for
      Stock-Based  Compensation.  This Statement  supersedes APB Opinion No. 25,
      Accounting for Stock Issued to Employees,  and its related  implementation
      guidance.  This  Statement  establishes  standards for the  accounting for
      transactions in which an entity exchanges its equity instruments for goods
      or services.  It also  addresses  transactions  in which an entity  incurs
      liabilities  in exchange for goods or services  that are based on the fair
      value of the  entity's  equity  instruments  or that may be settled by the
      issuance of those equity instruments.  This Statement focuses primarily on
      accounting for transactions in which an entity obtains  employee  services
      in share-based  payment  transactions.  This Statement does not change the
      accounting  guidance for  share-based  payment  transactions  with parties
      other than  employees  provided in Statement 123 as originally  issued and
      EITF Issue No. 96-18,  "Accounting for Equity  Instruments That Are Issued
      to Other Than  Employees for Acquiring,  or in  Conjunction  with Selling,
      Goods or Services."  This  Statement  does not address the  accounting for
      employee share  ownership  plans,  which are subject to AICPA Statement of
      Position 93-6,  Employers'  Accounting for Employee Stock Ownership Plans.
      The Company will adopt this standard on January 1, 2006.

2.    ACCOUNTS RECEIVABLE

      A summary of accounts receivable and allowance for doubtful accounts is as
      follows:

      Accounts receivable                                             $2,001,834
      Allowance for doubtful accounts                                     26,840
                                                                      ----------

      Net accounts receivable                                         $1,974,994
                                                                      ==========

      There was no change in the balance of allowance for doubtful accounts from
      January 1, 2005 to March 31, 2005.

3.    INVENTORIES

      A summary of inventories and allowance for obsolescence is as follows:

      Parts and materials                                           $ 4,007,005
      Work-in-process                                                   518,866
      Allowance for obsolescence                                     (2,242,120)
                                                                    -----------

      Net inventories                                               $ 2,283,751
                                                                    ===========

      Allowance for Obsolescence:

      Balance, January 1, 2005                                      $ 2,114,111
      Provision                                                         128,009
                                                                    -----------

      Balance, March 31, 2005                                       $ 2,242,120
                                                                    ===========


                                       9
<PAGE>

4.    PROPERTY AND EQUIPMENT

      Property and  equipment  and  accumulated  depreciation  at March 31, 2005
      consist of:

      Office furniture, fixtures and equipment                        $  364,981
      Leasehold improvements                                             444,669
      Machinery and equipment                                            342,211
      Laboratory tools                                                    35,843
                                                                      ----------
                                                                       1,187,704
      Less accumulated depreciation                                      940,345
                                                                      ----------

      Total property and equipment                                    $  247,359
                                                                      ==========

5.    LICENSE AGREEMENT AND PAYABLES, LAM RESEARCH CORPORATION

      Future minimum payments under the agreements are as follows:

                                                      Inventory         License
                                                      ---------         -------

      December 31, 2005                               $  376,240      $  399,967
      December 31, 2006                                  310,418         507,050
      December 31, 2007                                   28,220         538,324
      December 31, 2008                                       --         571,527
      December 31, 2009                                       --         606,777
      Thereafter                                              --         755,368
                                                      ----------      ----------
                                                      $  714,878      $3,379,013
                                                      ==========      ==========

6.    LICENSE AND ROYALTY PAYABLE, AXCELIS TECHNOLOGIES, INC.

      The  license  and  royalty  payable  at March 31,  2005  consisted  of the
      following:

      License payable                                                   $549,835
      Royalty payable                                                    305,464
                                                                        --------
      Total license and royalty payable                                 $855,299
                                                                        ========

7.    NOTES PAYABLE

      The Company's term loan to Merrill Lynch bears
      interest at 2.00% plus the Prime Rate as published
      in the Wall Street Journal per annum. The loan is
      due March 2006 with amortized payments over 45
      months and a balloon payment due at maturity. The
      loan also required a loan fee of $11,450. The loan
      is secured by a first lien on the Company's total
      assets ($8,242,320 as of March 31, 2005) and has
      been guaranteed by Doug Dixon and the Company.                  $  973,360

      Unsecured demand note due to an individual
      with interest accruing at 7%                                       289,350
                                                                      ----------
      Total                                                           $1,262,710
                                                                      ==========


                                       10
<PAGE>

      Future minimum payments under the notes are as follows:

      December 31, 2005                                               $  513,971
      December 31, 2006                                                  748,739
                                                                      ----------
                                                                      $1,262,710
                                                                      ==========

8.    ACCOUNTS PAYABLE AND ACCRUED EXPENSES

      A summary of accounts payable and accrued expenses is as follows:

      Trade accounts payable                                          $1,493,524
      Accrued commissions                                                316,038
      Accrued payroll                                                    246,724
      Product warranty provision                                         348,122
      Accrued interest                                                   200,265
      Lawsuit payable                                                     70,000
      Sales and state income taxes payable                                88,174
      Accrued officer bonus                                               41,250
                                                                      ----------
                                                                      $2,804,097
                                                                      ==========

9.    RELATED PARTY TRANSACTIONS

      Amounts Due to Related Party

      The Company has the following amounts due to its Chairman at March 31,
      2005:

      Notes payable at 7.0%                                             $120,000
      Accrued interest on notes payable                                   47,160
      Accrued salaries                                                   256,092
                                                                        --------
      Total Amount Due To Related Party                                 $423,252
                                                                        ========

      The amounts due to the Chairman are delinquent and payable on demand.

10.   GAIN ON SETTLMENT OF DEBT

      In February  2005,  the Company  issued 100,000 shares of common stock for
      payment of  approximately  $15,000 of legal services  received  during the
      year ended  December 31, 2004.  The shares had an aggregate  fair value of
      $20,500,  accordingly, the Company recorded a $5,500 loss on settlement of
      debt.  This  loss  was  offset  by  a  $23,000  gain  resulting  from  the
      forgiveness of accrued  interest  expense after the Company made the final
      $100,000 payment on an unsecured note payable.


                                       11
<PAGE>

11.   EMPLOYEE STOCK OPTIONS

      On August 11, 2003, the Board of Directors and  stockholders  approved the
      DND  Technologies,  Inc.  Stock  Option Plan,  which  permits the Board of
      Directors  to grant,  for a ten year  period,  options to  purchase  up to
      5,000,000  shares  of  its  common  stock  to  directors,   employees  and
      consultants.  The Plan is  administered  by the  Board of  Directors.  The
      administrators   have  the  authority  and  discretion,   subject  to  the
      provisions  of the Plan,  to select  persons to whom stock options will be
      granted,  to designate  the number of shares to be covered by each option,
      to specify the type of  consideration  to be paid,  and to  establish  all
      other terms and conditions of each option.  Options granted under the Plan
      will not have a term that exceeds ten years from date of grant.

      The stock  subject  to the Plan and  issuable  upon  exercise  of  options
      granted under the Plan are shares of the Company's common stock, $.001 par
      value, which may be either unissued or treasury shares.

      The  exercise  price is no less than 100% of the fair market  value of the
      shares at the date of the grant of the options,  as specified by the Board
      of Directors.

      Vesting terms of the options range from immediate to four years.

      A summary  of the  option  activity  for the year  ended  March 31,  2005,
      pursuant to the terms of the Plan is as follows:

                                                                        Weighted
                                                                        Average
                                                                        -------
      Options outstanding
        at January 1, 2005                               4,234,226        $.06
      Granted                                              400,000        $.06
      Exercised                                           (150,000)       $.06
      Cancelled and expired                               (133,501)       $.06
                                                         ---------
      Options outstanding
        at March 31, 2005                                4,350,725
                                                         =========

      3,456,558 shares are exercisable at March 31, 2005.

      Information regarding stock options outstanding as of March 31, 2005 is as
      follows:

      Price                                                              $   .06
      Weighted average exercise price                                    $   .06
      Weighted average remaining
        contractual life                                        9 years 2 months

      In February 2005, the Company's Board of Directors unanimously approved
      the preparation of the 2005 Stock Option plan and the registration of
      3,000,000 shares. As of May 4, 2005, the plan has not been drafted and the
      shares have not been registered.


                                       12
<PAGE>

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

      Aspect   Systems,   Inc,   ("ASI")  a  wholly  owned   subsidiary  of  DND
Technologies,  Inc, ("DND" or the Company) is a supplier and provider of new and
used   semiconductor   equipment  and  after-market   support  of  semiconductor
manufacturing equipment which currently includes Lam AutoEtch,  Rainbow, and TCP
plasma etch systems, and plasma etch and strip products  manufactured on the ASI
MX-1 and ASI MX-10  (formerly  Matrix  System  One and Ten),  and the Arista and
Arista Dual (formerly Matrix Bobcat and Cheetah) platforms.  Elements of support
range from a full line of spare  parts and  assemblies  to  various  engineering
services.  ASI also offers a wide variety of  sub-assembly  repair  services and
reconditioning/refurbishing of an array of temperature control units used in the
semiconductor industry.

      Management's   discussion  and  analysis  of  results  of  operations  and
financial  condition are based upon the Company's  financial  statements.  These
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America. These principles require management to
make  certain  estimates,  judgments  and  assumptions  that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent  assets  and  liabilities.  On an  ongoing  basis,  we  evaluate  our
estimates based on historical  experience and various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

                   Critical Accounting Policies and Estimates

      In  consultation  with our Board of Directors,  we have  identified  three
accounting  principles  that  we  believe  are  key to an  understanding  of our
financial  statements.  These important accounting policies require management's
most difficult, subjective judgments.

      1.    Inventory

      Inventory  is valued at the lower of cost or  market.  Cost  includes  raw
materials, freight, labor and manufacturing overhead. Inventory with no sales or
usage within the prior 12 months is considered  obsolete.  Inventory on hand, in
excess of a 12 month supply, is considered excessive and slow-moving.  We review
our reserves on a quarterly basis and adjust them for the full carrying value of
obsolete, excessive and slow-moving inventory.

      2.    License Agreements

      The Company has license  agreements,  which are being  amortized using the
straight-line method over the life of the contract with Lam Research Corporation
("Lam") (8 years) and Axcelis Technologies, Inc. ("Axcelis") (7 years).

      3.    Revenue Recognition

      The Company recognizes revenue when persuasive  evidence of an arrangement
exists, title transfer has occurred, the price is fixed or readily determinable,
and collectibility is probable.  Sales are recorded net of sales discounts.  The
Company recognizes revenue in accordance with Staff Accounting Bulletin No. 101,
"Revenue  Recognition  in  Financial  Statements,"  (SAB 101).  Our revenues are
recorded under two categories:

            Product  sales - The Company  recognizes  revenue from product sales
      when the goods are shipped and title passes to its customers.

            Service income - The Company  recognizes revenue from service income
      when services are performed.


                                       13
<PAGE>

Selected Financial Information

<TABLE>
<CAPTION>
                                              Three Months Ended
                                                                            Increase
                                          03/31/2005       03/31/2004      (Decrease)
                                          ----------       ----------      ----------
<S>                                      <C>              <C>              <C>
Statements of Operations
     Total Revenue                       $ 4,360,335      $ 3,290,775      $ 1,069,560
                                         -----------      -----------      -----------
     Cost of Revenue:
       Costs of revenues                   2,722,139        1,930,155          791,984
       Reserve for slow moving and
         obsolete inventory                  128,009                0          128,009
                                         -----------      -----------      -----------
     Total Cost of Revenues                2,850,148        1,930,155          919,993
                                         -----------      -----------      -----------
       Percentage of Sales                        65%              59%
     Gross Profit                          1,510,187        1,360,620          149,567
                                         -----------      -----------      -----------
       Percentage of Sales                        35%              41%
     Operating Expenses:
       Research and development               21,127           15,187            5,940
       Sales and marketing                   647,454          416,532          230,922
       General and administrative            480,614          431,597           49,017
       Lawsuit Settlement                          0          140,000         (140,000)
                                         -----------      -----------      -----------
     Total Operating Expenses              1,149,195        1,003,316          145,879
                                         -----------      -----------      -----------
     Income from Operations                  360,992          357,304            3,688
                                         -----------      -----------      -----------
     Other Income (Expense):
       Gain on settlement of debt             17,500                0           17,500
       Interest Expense                      (83,877)         (94,123)          10,246
                                         -----------      -----------      -----------
     Income Before Income Tax Expense        294,615          263,181           31,434
     Income Tax Expense                          800              800                0
                                         -----------      -----------      -----------
     Net Income                          $   293,815      $   262,381      $    31,434
                                         ===========      ===========      ===========
     Net Income Per Share
       Basic                                     .01              .01              .00
       Diluted                                   .01              .01              .00
</TABLE>

Results of Operations

The Three Months  Ended March 31, 2005  Compared To The Three Months Ended March
31, 2004.

      Our revenue  increase  of  $1,069,560,  or 33%,  was due to an increase in
sales from customers who are purchasing additional capital equipment to meet the
demands of a recovering economy. Our sales increase by segment is as follows:

                                                                      Increase
                                 March 31, 2005   March 31, 2004     (Decrease)
                                 --------------   --------------     ----------

Systems and chillers              $ 2,833,501      $ 1,733,866      $ 1,099,635
Parts, assemblies
   and consumables                  1,509,973        1,507,224            2,749
Field service and training             16,861           49,685          (32,824)
                                  -----------      -----------      -----------
                                  $ 4,360,335      $ 3,290,775      $ 1,069,560
                                  ===========      ===========      ===========


                                       14
<PAGE>

Cost of Revenues - Recurring Operations

      Our cost of revenues for recurring  operations  increased $791,984 or 41%.
This  increase is directly  related to the 33% increase in total revenue for the
three  months  ended March 31,  2005.  Our cost of revenues as a  percentage  of
revenues  for the three  months  ended March 31, 2005 was 62% as compared to 59%
for the three months ended March 31, 2004.

Cost of Revenues - Reserve for Slow Moving and Obsolete Inventory

      Our cost of revenues - reserve for slow moving and  obsolete  inventory is
the change in our analysis of the need for a slow-moving and obsolete  inventory
reserve.  Based on our  analysis  in the first  quarter of 2005,  we  recorded a
$128,009  increase to the reserve due to an analysis of inventory  items. In the
three months ended March 31, 2004, the reserve did not require an adjustment.

Research and Development

      Research and development costs increased $5,940 or 39% in the three months
ended March 31, 2005. The increase is primarily  related to payroll and employee
benefits ($2,000),  and outside contractor expenses for product development work
($4,000).  We  normally  do  not  incur  significant  research  and  development
expenses.

Sales and Marketing

      Sales and marketing  costs  increased  $230,922 or 55% in the three months
ended March 31, 2005.  The increase is primarily  related to the increase in the
Axcelis  license and royalty expense of $166,000 due to increased sales of these
products,   and  increased   commissions  of  approximately  $58,000  which  are
increasing with the increase in system sales.

General and Administrative

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                                                 Increase
                                                      03/31/2005   03/31/2004   (Decrease)
                                                      ----------   ----------   ----------
<S>                                                   <C>          <C>          <C>
General and Administrative
  Salaries and wages                                  $ 262,687    $ 191,830    $  70,857
  Professional fees                                      71,281       81,115       (9,834)
  Occupancy Expense, less amount allocated to Cost
  of Revenue                                             52,925       58,773       (5,848)
  Other general and administrative expenses              93,721       99,879       (6,158)
                                                      ---------    ---------    ---------
    Total General and Administrative                  $ 480,614    $ 431,597    $  49,017
                                                      =========    =========    =========
</TABLE>

      Salaries  and wages  increased  $70,857 or 37% in the three  months  ended
March 31, 2005 as  compared  to the three  months  ended  March 31,  2004.  This
increase is primarily  the result of an increase in G&A headcount by 4 employees
which increased our 2005 payroll and benefits by approximately $66,000.

      Professional  fees  decreased  in  2005 in the  amount  of  $9,834  or 12%
primarily due to a $34,000 decrease in legal expenses from litigation ultimately
settled  by us.  This was offset by a $30,000  increase  in  accounting  related
expense due to increased reporting requirements.

      Other  general and  administrative  expenses  decreased  $6,158 or 6%. The
decreased expenses are primarily  attributable to a $10,700 decrease in our 401k
plan contribution due to forfeitures in the period.

Lawsuit Settlement

      In  April  2004,  we  settled  litigation  with a former  employee,  which
provided  for the  payment of  $140,000  in  installments  of $10,000  per month
beginning  September 2004. (See further  discussion  below under  "Liquidity and
Capital Resources.")


                                       15
<PAGE>

Gain on Settlement of Debt

      In February  2005, we issued 100,000 shares of common stock for payment of
approximately  $15,000 of legal services received during the year ended December
31, 2004.  The shares had an aggregate  fair value of $20,500;  accordingly,  we
recorded a $5,500 loss on settlement of debt.  This loss was offset by a $23,000
gain resulting from the  forgiveness of accrued  interest  expense after we made
the final $100,000 payment on an unsecured note payable.

Net Income

      Primarily  as a result of the  foregoing we had net income of $293,815 for
the three months ended March 31, 2005, compared to $262,381 for the three months
ended March 31, 2004.

Capital Resources

                                      Three Months Ended
                                      ------------------
                                                                     Favorable
Working Capital                   03/31/2005       03/31/2004      (Unfavorable)
---------------                   ----------       ----------      -------------
Current Assets                   $  4,748,081     $  3,699,666     $  1,048,415
Current Liabilities                (7,027,519)     (11,100,045)       4,072,526
                                 ------------     ------------     ------------
      Deficit Working Capital    $ (2,279,438)    $ (7,400,379)    $  5,120,941
                                 ============     ============     ============
Long-term Debt                   $ (3,193,845)    $    (99,347)    $ (3,094,498)
                                 ============     ============     ============
Stockholders' (Deficit)          $ (1,979,044)    $ (3,328,000)    $  1,348,956
                                 ============     ============     ============

During the three months ended March 31, 2004,  we were in default of our payment
terms on the amounts owed to Lam Research  Corporation.  As a result, the entire
debt of $5,989,709 was classified as current in the consolidated  balance sheet.
During June 2004, we renegotiated  the payment terms of the amounts owed to Lam.
In the current  consolidated  balance  sheet the amounts owed are  classified as
current, $915,060 and long term, $3,178,831. We incurred no additional long term
debt from March 31, 2004 to March 31, 2005.

Statements of Cash Flows Select Information

                                                           Three Months Ended
                                                       03/31/2005     03/31/2004
                                                       ----------     ----------

Net Cash Provided (Used) By:
Operating Activities                                   $ 148,143      $ 734,456
Investing Activities                                   $  (6,242)     $ (10,295)
Financing Activities                                   $(191,713)     $(119,289)

Operating Activities

      For the three  months  ended March 31,  2005,  cash  provided by operating
activities  of $148,143 was primarily  attributed  to income from  operations of
$293,815,  a  decrease  in  accounts  receivable  of  $472,035  (resulting  from
collections  on  significant  shipments  made in the quarter ended  December 31,
2004) and a decrease in inventories of $530,575  (resulting from shipments early
in the quarter ended March 31,  2005).  These amounts were offset by an increase
in prepaid expenses and other assets of $155,940, a decrease in accounts payable
and accrued  expenses of $941,254 and a decrease in deposits  from  customers of
$349,913.

      For the three months ended March 31, 2004,  $734,456  cash was provided by
operating  activities.  This was  primarily  due to an increase of $1,183,960 in
customer  deposits  which was offset by an increase in  accounts  receivable  of
$482,986 and an increase in inventories of $212,636.


                                       16
<PAGE>

Investing Activities

      During the three  months  ended March 31, 2005 and 2004,  cash was used by
investing  activities  for  purchases  of equipment in the amounts of $6,242 and
$10,295, respectively.

      We currently have no material commitments for capital expenditures.

Financing Activities

      Financing activities in the three months ended March 31, 2005 used a total
of $191,713 as compared to $119,289 in the three months ended March 31, 2004. In
the three months ended March 31,  2005,  $200,713 was used for the  repayment of
long-term  debt as compared to $113,297 in the three months ended March 31, 2004
in which we also  repaid a net of  $5,992  on our line of  credit.  In the three
months ended March 31, 2005 we received $9,000 from the issuance of common stock
options.

Liquidity and Capital Resources

      Based on our continuing increase in sales, our liquidity has improved with
positive cash flows in 2004 and continuing into 2005.

      To date,  we have  financed  our  business  with cash  from our  operating
activities,  a bank line of credit that has been  restructured into a term loan,
and a loan for $200,000. This loan for $200,000 was made by Jean Charles Cartier
in October  2002,  with a  twelve-month  term and at an interest rate of 12% per
annum. This loan was paid in full in March 2005 and no further amounts are due.

      Our  subsidiary's  restructured  term loan  with  Merrill  Lynch  Business
Financial Services,  Inc. (the "New Loan") had a balance of $973,360 as of March
31, 2005,  requires payments over a term of 17 months at an interest rate of two
percent (2%) plus the prime rate with principal amortized over a 45 month period
and a  balloon  payment  upon  the  expiration  of the  term.  The  New  Loan is
guaranteed by both DND  Technologies,  Inc. and Doug Dixon,  and is secured by a
first lien on our total assets.

      Our Asset Sale and License  Agreement  with Lam,  dated  November 8, 2002,
granted  us a  non-exclusive  license  to  several  of Lam's  patents  and other
intellectual  property,  which enables us to sell, import, repair and distribute
products using this licensed  intellectual  property. To date, we have purchased
approximately  $2.1 million in product under the Agreement,  and we are required
to pay  approximately  $5.3  million  over the term (of which  approximately  $4
million remains to be paid) as a fee for the licensed intellectual property.

      On June 25,  2004,  we signed an  amendment  to the  November  2002  Asset
Purchase and License Agreement with Lam, which, among other things, restructured
the terms of payment for the inventory  purchases made as a part of the original
agreement.  Under the new terms,  we will pay a revised  balance of $871,596 for
the original  inventory  purchases in 30 equal installment  payments of $28,220,
which began on August 1, 2004 and will end January 1, 2007,  with an  additional
payment of $90,000 that was due and paid on September  30, 2004.  An  additional
inventory  transfer of $65,000 took place in August 2004,  and was added to this
outstanding balance for a total of $936,596.

      On  April  30,   2004,  a  former   employee   and  the  Company   settled
counter-claims  against each other arising from the employee's prior association
with the Company.  We  recorded,  in 2004,  an expense of the entire  settlement
payable to the employee of $140,000. Payments in the amount of $10,000 per month
began September 1, 2004 and continue until October 1, 2005, without interest.

      In November 2003, we entered into an agreement with Axcelis  Technologies,
Inc.  and  acquired an  exclusive  license to all future  manufacturing,  sales,
service,  and parts  support for certain dry strip  semiconductor  manufacturing
equipment  now marketed  under the trade names MX-1 and MX-10  (formerly  Matrix
System One and System Ten). The agreement provides for the one time payment of a
license fee of $150,000 plus 18% of net revenues  (from these sales) per quarter
until a $2,750,000  fee has been paid and a declining  royalty (from 10% down to
2%) on related sales through December 31, 2010.

      On August 2, 2004,  we entered into an additional  agreement  with Axcelis
Technologies,  Inc.,  acquiring an exclusive  license to  manufacture,  sell and
provide services and parts support for certain


                                       17
<PAGE>

reactive ion etch  semiconductor  manufacturing  equipment for wafer sizes up to
200mm now  marketed  under the ASI trade name Arista and Arista  Dual  (formerly
Matrix Bobcat and Cheetah). The agreement provides for a quarterly payment equal
to 18% of net revenues  from the sale of this product by the Company,  beginning
with the fourth quarter of 2004 and ending  December 31, 2011, or until $750,000
(the  license  fee) has been paid,  whichever  occurs  first,  and  payment of a
declining  royalty (from 10% down to 2%) on related  sales through  December 31,
2011.

      Our future cash  requirements  and the  adequacy of  available  funds will
depend  on many  factors,  including  the pace at which we expand  our  business
generally,  and our inventory in  particular,  the general state of the economy,
which  impacts  the  amount  of money  that may be spent  for  computer  related
purchases,  and  maintaining  sufficient  gross  profit  margins to service  our
substantial indebtedness.

      During the next 12-month  period we intend to seek  financing  from one or
more sources such as capital  investment firms or private fund managers in order
to expand our business and  infrastructure.  Although we do not have any current
commitments  for financing,  we will soon be engaging in  discussions  with such
funding sources.  Additional  financing may not be available on acceptable terms
or at all.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

The Company's Form 10-KSB, any Form 10-QSB or any Form 8-K of the Company or any
other written or oral statements made by or on behalf of the Company may contain
forward-looking  statements  which  reflect  the  Company's  current  views with
respect  to future  events  and  financial  performance.  The  words  "believe,"
"expect,"  "anticipate,"   "intends,"  "estimate,"  "forecast,"  "project,"  and
similar expressions identify  forward-looking  statements.  All statements other
than  statements  of  historical  fact  are  statements  that  could  be  deemed
forward-looking  statements,  including any statements of the plans,  strategies
and objectives of management for future  operations;  any statements  concerning
proposed  new  products,  services,   developments  or  industry  rankings;  any
statements  regarding future economic conditions or performance;  any statements
of belief;  and any statements of  assumptions  underlying any of the foregoing.
Such  "forward-looking  statements" are subject to risks and  uncertainties  set
forth from time to time in the Company's SEC reports and are generally set forth
below and particularly discussed in the Company's Form 10-KSB for the year ended
December 31, 2004.

Readers  are  cautioned  not to place  undue  reliance  on such  forward-looking
statements  as they  speak  only  of the  Company's  views  as of the  date  the
statement was made. The Company  undertakes no obligation to publicly  update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.

Risk Factors

You  should  consider  the  following  discussion  of  risks  as well  as  other
information  regarding our  operations.  The risks and  uncertainties  described
below are not the only ones.  Additional risks and  uncertainties  not presently
known to us or that we currently  deem  immaterial  also may impair our business
operations.

      o     We  depend  on  Dennis  Key,  our  CFO  and  CEO  of  ASI,  and  his
            relationships  within  the  semiconductor  industry.  His loss would
            seriously  disrupt  our  operations.  Our  CEO,  Douglas  Dixon,  is
            gradually   decreasing   his   involvement   with  the   Company  in
            anticipation   of  retirement.   We  anticipate   that  Mr.  Dixon's
            relationships within the semiconductor industry will be continued by
            Mr. Key.

      o     Demand for our  products  is subject to  cyclical  downturns  in the
            semiconductor industry.

      o     We  are  subject  to  the  risks   associated   with  the  intensely
            competitive  and  capital-intensive   nature  of  the  semiconductor
            industry.

      o     We are subject to risks relating to product  concentration  and lack
            of product revenue diversification.

      o     The semiconductor industry is based on rapidly changing technology.


                                       18
<PAGE>

      o     We may experience supply shortages.

      o     We are exposed to the risks of operating a global business.

      o     We are  exposed  to  risks  associated  with a  highly  concentrated
            customer base.

      o     We are exposed to risks associated with our acquisition strategy.

      o     In the past, our independent  accountants have expressed uncertainty
            about our ability to continue as a going concern.

      o     Our ability to raise additional financing is uncertain.

      o     There is a limited market for our common stock.

      o     Our common stock is subject to penny stock regulation.

      o     We  are  subject  to  increasing   costs  of  compliance   with  the
            Sarbanes-Oxley Act of 2002 and must maintain high margins to pay for
            these ongoing expenses required of public companies.

ITEM 3. CONTROLS AND PROCEDURES

      (a) Under the  supervision and with the  participation  of our management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of the design and operation of our  disclosure  controls
and  procedures,  as such term is defined  under Rules  13a-14(c)  and 15d-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  within  90  days  of the  filing  date of  this  report.  Based  on that
evaluation,  our principal executive officer and our principal financial officer
concluded  that  the  design  and  operation  of  our  disclosure  controls  and
procedures  were  effective  in timely  alerting  them to  material  information
required to be included in the  Company's  periodic  reports  filed with the SEC
under the Securities Exchange Act of 1934, as amended.  The design of any system
of controls is based in part upon certain  assumptions  about the  likelihood of
future  events,  and there can be no  assurance  that any design will succeed in
achieving its stated goals under all potential future conditions,  regardless of
how remote.

      (b) There have been no  changes in our  internal  control  over  financial
reporting  identified in connection with the evaluation that occurred during the
last fiscal quarter that have materially affected, or that are reasonably likely
to materially  affect, our internal control over financial  reporting.  However,
our management received a letter from the Company's  independent auditors on May
10,  2005 that  identified  certain  weaknesses  in our  internal  control  over
financial  reporting.  Our  management  has begun to  implement  changes  to our
internal  control  over  financial  reporting  to address  primarily  two issues
identified  in our  auditor's  letter.  We are  exploring  ways to  improve  our
inventory  accounting  software to prevent adjustments to the valuation of items
without  proper  approval or  identification  that a change has been made and to
improve the tracking of our inventory at foreign locations.  We are also working
to improve our internal control through increased segregation of critical duties
among  the  members  of our  accounting  staff  and  improved  oversight  of the
financial accounting and reporting process by our principal accounting officer.

                           PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

      In  February  2005  100,000  shares of common  stock were  issued to David
Maddux as payment  for legal  services  received  during the 2004  fiscal  year,
valued at $15,000,  in reliance on the exemption from  registration  provided by
ss. 4.2 of the Securities Act of 1933, as amended.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits:

            31.1  Rule 13a-14(a)/15d-14(a)  Certification of Principal Executive
                  Officer

            31.2  Rule 13a-14(a)/15d-14(a)  Certification of Principal Financial
                  Officer

            32    Section 1350 Certifications

      (b)   Reports on Form 8-K:

            None.


                                       19
<PAGE>

                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: May 16, 2005

                                   DND TECHNOLOGIES, INC., a Nevada corporation


                                   By: /s/ Douglas N. Dixon
                                   ---------------------------------------------
                                   Douglas N. Dixon, CEO, President and Chairman


                                       20