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

                                  FORM 10-QSB/A
                                 Amendment No. 1

  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, 2003

                          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 Identification No.)
  incorporation or organization)

              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 14, 2003
              -----                           ------------------------------
  Common stock, $0.001 par value                         23,000,000
--------------------------------------------------------------------------------

      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 2. Management's Discussion And Analysis Of Financial
           Condition And Results Of Operations................................16

   Item 3. Controls And Procedures............................................20

PART II - OTHER INFORMATION...................................................22

   Item 6. Exhibits And Reports On Form 8-K...................................22

SIGNATURES....................................................................23

                                EXPLANATORY NOTE

      This amendment on Form 10-QSB/A amends Item 2 of Part I of the Quarterly
Report of DND Technologies, Inc. (the "Company") on Form 10-QSB previously filed
for the quarter ended March 31, 2003. The purpose of this amendment is to
provide additional disclosures in Item 2 of Part I.

      This amendment to the Company's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2003 amends and restates only those items of the
previously filed Form 10-QSB listed above. No other information contained in the
Company's Form 10-QSB for the quarter ended March 31, 2003 has been updated or
amended.

<PAGE>

PART I - FINANCIAL INFORMATION

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                      $    437,352
   Accounts receivable, net of
      allowance for doubtful accounts                  558,622
   Other receivables                                    12,171
   Inventories                                       2,846,589
   Prepaid expenses, other                              56,832
                                                  ------------

        TOTAL CURRENT ASSETS                                       $   3,911,566

PROPERTY AND EQUIPMENT, NET
  OF ACCUMULATED DEPRECIATION                                            509,955

OTHER ASSETS
   License agreement                                 4,101,150
   Rent security deposits                                7,762
                                                  ------------

       TOTAL OTHER ASSETS                                              4,108,912
                                                                   -------------

       TOTAL ASSETS                                                $   8,530,433
                                                                   =============

<PAGE>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Notes payable
     Line of credit (including interest)          $  1,000,245
     Related parties                                   130,000
     Other current portion                             628,513
   Capital lease payable, current portion               17,150
   Accounts payable                                    892,735
   Accounts payable, Lam Research
      Corporation, current                           1,304,074
   Accrued expenses and taxes                          374,385
   Royalty payable, current portion                    430,102
   Amounts due to related parties                      299,959
   Deferred income                                     191,250
                                                  ------------

       TOTAL CURRENT LIABILITIES                                   $  5,268,413

LONG-TERM LIABILITIES, NET OF
   CURRENT PORTION
   Notes payable, other                                134,589
   Capital lease payable                                25,762
   Accounts payable, Lam Research Corporation          326,018
   Royalty payable                                   3,796,537
                                                  ------------

       TOTAL LONG-TERM LIABILITIES                                    4,282,906

STOCKHOLDERS' (DEFICIT)
   Preferred stock                                           0
   Common stock, par value $.001 per share
     Authorized - 50,000,000 shares
     Issued and outstanding - 23,000,000 shares         23,000
   Paid-in capital                                   1,957,161
   Accumulated deficit                              (3,001,047)
                                                  ------------

       TOTAL STOCKHOLDERS' (DEFICIT)                                 (1,020,886)
                                                                   ------------

       TOTAL LIABILITIES AND
            STOCKHOLDERS' (DEFICIT)                                $  8,530,433
                                                                   ============

                             See Accompanying Notes


                                       2
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

                                                    2003                2002
                                                ------------       ------------

REVENUE
     Chiller machines                           $    137,405       $    157,373
     Auto Etch Systems                                 5,096            342,500
     Parts and consumables                         1,097,909            657,593
     Field service and training                       43,291             30,426
     Other                                           413,269                  0
                                                ------------       ------------

           TOTAL REVENUE                           1,696,970          1,187,892

COST OF REVENUE                                    1,039,504            841,400
                                                ------------       ------------

             GROSS PROFIT                            657,466            346,492
                                                ------------       ------------

OPERATING EXPENSES
     Research and development                          3,264             28,397
     Sales and marketing                             236,662            214,765
     General and administrative                      442,204            427,420
                                                ------------       ------------

           TOTAL OPERATING EXPENSES                  682,130            670,582
                                                ------------       ------------

(LOSS) FROM OPERATIONS                               (24,664)          (324,090)
                                                ------------       ------------

OTHER INCOME (EXPENSE)
     Interest expense                                (90,255)           (23,112)
     Other income                                        223              1,249
                                                ------------       ------------

           TOTAL OTHER INCOME (EXPENSE)              (90,032)           (21,863)
                                                ------------       ------------

(LOSS) BEFORE INCOME TAXES                          (114,696)          (345,953)

INCOME TAXES (BENEFIT)                                (2,932)                 0
                                                ------------       ------------

NET (LOSS)                                      $   (111,764)      $   (345,953)
                                                ============       ============

NET (LOSS) PER COMMON SHARE

     Basic and diluted                          $       (.01)      $       (.09)
                                                ============       ============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING

     Basic and diluted                            22,666,667          4,000,000
                                                ============       ============

                             See Accompanying Notes


                                       3
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                      STATEMENT OF STOCKHOLDERS' (DEFICIT)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                        Preferred Stock              Common Stock
                                   -------------------------   -------------------------     Paid-In     Accumulated
                                      Shares        Amount        Shares       Amount        Capital        Deficit         Total
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------
<S>                                        <C>   <C>            <C>          <C>           <C>           <C>            <C>
Balance, January 1, 2003                     0   $         0    22,000,000   $    22,000   $ 1,798,161   $(2,889,283)   $(1,069,122)

Common stock issued
  for accounts payable                       0             0     1,000,000         1,000       159,000             0        160,000

Net (loss) for the three
  months ended March 31, 2003                0             0             0             0             0      (111,764)      (111,764)
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------

Balance, March 31, 2003                      0   $         0    23,000,000   $    23,000   $ 1,957,161   $(3,001,047)   $(1,020,886)
                                   ===========   ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

                             See Accompanying Notes


                                       4
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                             STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  2003             2002
                                                                ---------       ---------
<S>                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                                   $(111,764)      $(345,953)
   Adjustments to reconcile net (loss)
     to net cash  provided (used) by operating activities:
          Depreciation                                             50,971          60,472
          Amortization                                             87,258               0
   Changes in operating assets and liabilities:
     Accounts receivable                                         (221,366)       (210,197)
     Other receivables                                              4,435               0
     Inventories                                                  181,744          36,021
     Prepaid expenses and other assets                             (5,226)         (1,103)
     Accounts payable                                             249,817         394,564
     Accrued expenses and amounts due to related parties            2,545        (644,013)
                                                                ---------       ---------

        NET CASH PROVIDED (USED) BY
           OPERATING ACTIVITIES                                   238,414        (710,209)
                                                                ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                  0         (28,132)
                                                                ---------       ---------

        NET CASH (USED) BY
            INVESTING ACTIVITIES                                        0         (28,132)
                                                                ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings from line of credit                                   0         317,724
   Proceeds from issuance of long-term debt                             0         250,962
   Principal payments on long-term debt                              (942)              0
                                                                ---------       ---------

        NET CASH PROVIDED (USED) BY
            FINANCING ACTIVITIES                                     (942)        568,686
                                                                ---------       ---------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALANTS                                           237,472        (169,655)

CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD                                            199,880         419,690
                                                                ---------       ---------

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                                                $ 437,352       $ 250,035
                                                                =========       =========
</TABLE>

                             See Accompanying Notes


                                       5
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                       STATEMENT OF CASH FLOWS (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

                                                         2003            2002
                                                      ----------      ----------

SUPPLEMENTARY DISCLOSURE
   OF CASH FLOW INFORMATION:

       Cash paid for interest                         $  117,486      $   12,235
                                                      ==========      ==========

       Cash paid for taxes                            $        0      $        0
                                                      ==========      ==========

SCHEDULE OF NON-CASH INVESTING
   AND FINANCING ACTIVITIES:

      Common stock issued for
          accounts payable                            $  160,000      $        0
                                                      ==========      ==========

                             See Accompanying Notes


                                       6
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Presentation

            The interim consolidated financial statements of 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 periods presented. Operating results for
            the three months ended March 31, 2003 are not necessarily indicative
            of the results that may be expected for the year ended December 31,
            2003. Accordingly, your attention is directed to footnote
            disclosures found in the December 31, 2002 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. (hereinafter referred to as the "Company" or
            collectively as the "Companies") 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
            subsidiaries are Aspect Semiquip International, Inc. (located in
            Arizona; hereinafter referred to as "A.S.I.") and Semiquip, Inc.
            (located in Texas; hereinafter referred to as "S.E.I.").

            The Company also owns 85% of A.S.I. Team. A.S.I. Team is inactive
            and has no significant assets or liabilities and has not had any
            revenue or expenses.

            A.S.I. and S.E.I. are suppliers of Semiconductor manufacturing
            capital equipment. The Companies also supply complete after market
            support of the Auto Etch and Rainbow Plasma Dry Etch Systems,
            manufactured by LAM Research Corp. including parts and assemblies.

            Going Concern

            These consolidated financial statements are presented on the basis
            that the Company is a going concern. Going concern contemplates the
            realization of assets and the satisfaction of liabilities in the
            normal course of business over a reasonable length of time. The
            Company has incurred significant operating losses in 2001 and 2002,
            has negative working capital and a stockholders' deficit and is in
            default on its Merrill Lynch line of credit. These factors raise
            substantial doubt as to the Company's ability to continue as a going
            concern.


                                       7
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                  (UNAUDITED)

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Principles of Consolidation

            The consolidated financial statements include the accounts of DND
            Technologies, Inc. and its wholly-owned subsidiaries, Aspect
            Semiquip International, Inc. and Semiquip, Inc. and its 85% owned
            subsidiary, ASI Team Asia Ltd. All material inter-company accounts
            and transactions have been eliminated.

            Cash and Cash Equivalents

            For purposes of the statement of cash flows, the Company considers
            all highly liquid debt instruments purchased with an original
            maturity of three months or less to be cash equivalents.

            Accounts Receivable

            Accounts receivable are reported at the customers' outstanding
            balances less any allowance for doubtful accounts. Interest is not
            accrued on overdue accounts receivable. A.S.I. does require advance
            payments on certain orders of large systems.

            Allowance For Doubtful Accounts

            The allowance for doubtful accounts on accounts receivable is
            charged to income in amounts sufficient to maintain the allowance
            for uncollectible accounts at a level management believes is
            adequate to cover any probable losses. Management determines the
            adequacy of the allowance based on historical write-off percentages
            and information collected from individual customers. Accounts
            receivable are charged off against the allowance when collectibility
            is determined to be permanently impaired (bankruptcy, lack of
            contact, account balance over one year old, etc.)

            Inventory

            Inventory is valued at the lower of cost or market. Cost is
            determined on the first-in, first-out method. Cost includes raw
            materials, freight, labor and manufacturing overhead.


                                       8
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            License Agreement

            The license agreement is being amortized using the straight-line
            method over the life of the contract with Lam Research Corporation
            (8 years).

            Property and Equipment

            Property and equipment are stated at cost. Major renewals and
            improvements are charged to the asset accounts while replacements,
            maintenance and repairs, which do not improve or extend the lives of
            the respective assets, are expensed. At the time property and
            equipment are retired or otherwise disposed of, the asset and
            related accumulated depreciation accounts are relieved of the
            applicable amounts. Gains or losses from retirements or sales are
            credited or charged to income.

            Depreciation is provided for by the accelerated and straight-line
            methods over the following estimated useful lives:

                Office furniture, fixtures and equipment            5-7 Years
                Leasehold improvements                          Term of lease
                Machinery and equipment                               7 Years
                Laboratory tools                                      7 Years
                Vehicles                                              5 Years

            Long-Lived Assets

            Statement of Financial Accounting Standards No.121, "Accounting For
            The Impairment of Long-Lived Assets and For Long-Lived Assets to Be
            Disposed of ", requires that long-lived assets be reviewed for
            impairment whenever events or changes in circumstances indicate that
            the historical cost-carrying value of an asset may no longer be
            appropriate. The Company assesses recoverability of the carrying
            value of an asset by estimating the future net cash flows expected
            to result from the asset, including eventual disposition. If the
            future net cash flows are less than the carrying value of the asset,
            an impairment loss is recorded equal to the difference between the
            asset's carrying value and fair value. This standard did not have a
            material effect on the Company's results of operations, cash flows
            or financial position.

            Warranty Reserve

            A.S.I. provides a reserve on its Chiller and Auto Etch Systems to
            cover anticipated repairs and/or replacement. The warranty on these
            systems normally ranges from 90 days to six months.


                                       9
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Revenue Recognition Policy

            Product sales - The Companies recognize the revenue when the goods
            are shipped and title passes to its customers.

            Service income - The Companies recognize revenue from service income
            when services are performed and completed.

            Shipping and Handling Costs

            The Company's policy is to classify shipping and handling costs as
            part of cost of goods sold in the statement of operations.

            Advertising

            The Companies expense all advertising as incurred.

            Research and Development Costs

            Costs incurred in research and development are expensed as incurred.

            Income Taxes

            Provisions for income taxes are based on taxes payable or refundable
            for the current year and deferred taxes on temporary differences
            between the amount of taxable income and pretax financial income and
            between the tax bases of assets and liabilities and their reported
            amounts in the financial statements. Deferred tax assets and
            liabilities are included in the financial statements at currently
            enacted income tax rates applicable to the period in which the
            deferred tax assets and liabilities are expected to be realized or
            settled as prescribed in FASB Statement No. 109, "Accounting for
            Income Taxes". As changes in tax laws or rates are enacted, deferred
            assets and liabilities are adjusted through the provision for income
            taxes.


                                       10
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Net (Loss) Per Share

            The Company adopted Statement of Financial Accounting Standards No.
            128 that requires the reporting of both basic and diluted (loss) per
            share. Basic (loss) per share is computed by dividing net (loss)
            available to common stockholders by the weighted average number of
            common shares outstanding for the period. Diluted (loss) per share
            reflects the potential dilution that could occur if securities or
            other contracts to issue common stock were exercised or converted
            into common stock. In accordance with FASB 128, any anti-dilutive
            effects on net (loss) per share are excluded.

            Accounting Estimates

            Management uses estimates and assumptions in preparing financial
            statements in accordance with generally accepted accounting
            principles. Those estimates and assumptions affect the reported
            amounts of assets and liabilities, the disclosure of contingent
            assets and liabilities, and the reported revenues and expenses.
            Actual results could vary from the estimates that were used.

            Concentration of Risk

            Financial Instruments

            Financial instruments which potentially subject the companies to
            concentrations of credit risk consists principally of cash and trade
            accounts receivable. The Companies place their temporary cash
            investments in reputable financial institutions. Concentration of
            credit risk with respect to trade receivables is limited due to the
            large number of customers comprising the Companies' customer base
            and their dispersion across different geographic areas. The
            Companies routinely assess the financial strength of its customers.
            At March 31, 2003, the Companies had one customer which accounted
            for 11% of net accounts receivable.

            Suppliers

            Approximately 45% of gross inventories at March 31, 2003 were
            purchased from Lam Research Corp. The Company does not anticipate
            purchasing any more inventories from Lam Research Corp. in the
            foreseeable future.


                                       11
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Revenues

            For the quarter ended March 31, 2003 Companies had two customers
            whose revenues exceeded 10% of total revenues (2003 - 27 % and 14%,
            respectively).

            Disclosure About Fair Value of Financial Instruments

            The Company estimates that the fair value of all financial
            instruments as of March 31, 2003, as defined in FASB 107, does not
            differ materially from the aggregate carrying values of its
            financial instruments recorded in the accompanying balance sheet.
            The estimated fair value amounts have been determined by the Company
            using available market information and appropriate valuation
            methodologies. Considerable judgment is required in interpreting
            market data to develop the estimates of fair value, and accordingly,
            the estimates are not necessarily indicative of the amounts that the
            Company could realize in a current market exchange.

NOTE 2      INVENTORIES

            The inventories are comprised of the following:

                  Parts and materials                $   3,255,254
                  Work-in-process                          236,257
                  Allowance for obsolescence              (644,922)
                                                     -------------
                                                     $   2,846,589
                                                     =============

NOTE 3      LICENSE AGREEMENT AND ROYALTY PAYABLE

            In November 2002, A.S.I. entered into an asset purchase and
            licensing agreement with Lam Research Corporation ("Lam"). Under the
            agreement, ASI purchased approximately $1.6 million of inventory
            (see Note 9) from LAM and entered into a licensing agreement
            requiring royalty payments totally $5,376,000 (payable in 96 equal
            monthly installments of $56,000). A.S.I. has recorded the royalty
            payable as a long-term liability after imputing interest at 6%. The
            royalty payable is collateralized by the inventory noted above.


                                       12
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE 3      LICENSE AGREEMENT AND ROYALTY PAYABLE (CONTINUED)

            Estimated amortization of the license agreement is as follows:

               December 31, 2003                       $    436,293
               December 31, 2004                            523,551
               December 31, 2005                            523,551
               December 31, 2006                            523,551
               December 31, 2007 and thereafter           2,181,461
                                                       ------------

                                                       $  4,188,107
                                                       ============

            Future minimum royalty payments under the agreement are as follows:

                                                           Total      Principal
                                                         Payments      Portion
                                                       -----------   -----------

               December 31, 2003                       $   560,000   $   281,919
               December 31, 2004                           672,000       449,848
               December 31, 2005                           672,000       477,594
               December 31, 2006                           672,000       507,050
               December 31, 2007 and thereafter          2,800,000     2,471,996
                                                       -----------   -----------

                                                       $ 5,376,000   $ 4,188,407
                                                       ===========   ===========

NOTE 4      LINE OF CREDIT

            A.S.I. had a $1,000,000 revolving line of credit with Merrill Lynch
            Business Financial Services, Inc. ("Merrill Lynch") which matured on
            April 1, 2002. Interest accrued at Libor plus 2.75%. The note is
            secured by a first lien on the Companies' accounts receivable and
            inventories and has been personally guaranteed by the majority
            shareholder.

            The note contains numerous loan covenants for which A.S.I. is not in
            compliance. A.S.I. has not received waivers on the covenants and is
            trying to renegotiate the note and establish a repayment plan for
            the loan.


                                       13
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE 5      NOTES PAYABLE, OTHER

            Term loan payable to Merrill Lynch Business Financial Services, Inc.
            for $160,871, payable in sixty monthly installments of $4,167.

            Note payable for $200,000, bearing interest at 12%, is due in
            November 2003, requires monthly interest payments of $2,000 and is
            secured by a second lien on the receivables and inventory. The note
            includes options to purchase shares of the Company's common stock
            (200,000 shares @ $0.20 per share and 200,000 shares at $1.00 per
            share).

            Note payable to an individual for $112,881. The note is payable in
            quarterly installments of $24,319 including interest at 10% and
            matures on May 15, 2004. The note is secured by 947,000 shares of
            A.S.I. stock held in escrow.

            Various unsecured demand notes due to an individual totaling
            $289,350, with interest accruing at 7%.

NOTE 6      NOTES PAYABLE, RELATED PARTIES

            Notes payable to related parties represents various loans from the
            Company's President at interest rates of 7% and 11%. The loans total
            $130,000 and are due on demand.

NOTE 7      ACCOUNTS PAYABLE, LAM RESEARCH CORPORATION

            The initial inventory purchase from LAM is payable as follows:

                  March 20, 2003 (Paid April 2003)      $    163,009
                  June 20, 2003                              163,009
                  Balance in twelve monthly
                    payments of ($108,673)                 1,304,074
                                                        ------------

                            Total                       $  1,630,092
                                                        ============

NOTE 8      PREFERRED STOCK

            The Company is authorized to issue 10,000,000 of $.0001 par value
            preferred stock. The Board of Directors is authorized to establish
            the series of preferred stock and all preference rights. No shares
            were issued or outstanding at March 31, 2003.


                                       14
<PAGE>

                     DND TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

NOTE 9      COMMITMENTS AND CONTINGENCIES

            Real Estate Leases

            The Company leases its Arizona and Texas facilities under operating
            leases which expire in December 2004 and June 2003, respectively.

            Future minimum lease payments on the real estate leases are as
            follows:

                   December 31, 2003               $   218,100
                   December 31, 2004                   177,100
                                                   -----------

                                                   $   395,200
                                                   ===========

            Litigation

            Merrill Lynch has filed a lawsuit against the Company seeking
            repayment of its line of credit and term loan. The Company has filed
            a countersuit against Merrill Lynch. Should Merrill Lynch
            successfully foreclose on its line of credit, our available funds
            and ability to continue our operations will be adversely affected.

NOTE 10     MANAGEMENT PLANS

            Management's plans to eliminate the going concern situation include,
            but are not limited to, payment of debt by issuing common stock,
            negotiate a long-term payment plan for the Merrill Lynch line of
            credit and create additional sales an profits from the sale of its
            new Lam product line.


                                       15
<PAGE>

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

                          Critical Accounting Policies

      Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses. In consultation with our Board of Directors and Audit
Committee, we have identified eight accounting policies that we believe are key
to an understanding of our financial statements. These are important accounting
policies that require management's most difficult, subjective judgments.

1.    Going Concern

      These financial statements are presented on the basis that the Company is
a going concern. Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a reasonable
length of time. The Company has incurred significant operating losses for the
years ended December 31, 2002 and 2001 and for the quarter ended March 31, 2003
and has negative working capital and a stockholders' deficit and is in violation
of its loan covenants on its line of credit. These factors raise uncertainty as
to the Company's ability to continue as a going concern.

      Management's plans to eliminate the going concern situation include, but
are not limited to, the following:

            1 - Restructure the line of credit to allow amortization of the
                principal balance.

            2 - Obtain additional equity or debt financing from investors.

      In addition, the Company completed an agreement with Lam Research
Corporation whereby the Company received inventory, intellectual properties and
support programs of Lam's Auto Etch and Dry Tek models of plasma dry etch
equipment. This agreement has enabled the Company to increase its revenues and
may eventually result in operating profits.

2.    Revenue Recognition

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

      Service income - The Companies recognize revenue from service income when
services are performed and completed.

3.    Accounts Receivable

      Accounts receivable are reported at the customers' outstanding balances
less any allowance for doubtful accounts. Interest is not accrued on overdue
balances. The Company's subsidiary, Aspect Semiquip International, Inc.
("A.S.I."), does require advance payments on certain orders of its larger
systems.

4.    Allowance for Doubtful Accounts

      The allowance for doubtful accounts on accounts receivable is charged to
income in amounts sufficient to maintain the allowance for uncollectible
accounts at a level management believes is adequate to cover any probable
losses. . Management determines the adequacy of the allowance based on
historical write-off percentages and information collected from individual
customers. Accounts receivable are charged off against the allowance when
collectibility is determined to be permanently impaired (bankruptcy, lack of
contact, account balance over one year old, etc.).


                                       16
<PAGE>

5.    Inventories

      Inventories are stated at the lower of cost (determined by the first-in,
first-out method) or market. Cost includes raw materials, labor and
manufacturing overhead.

6.    Income Taxes

      Provisions for income taxes are based on taxes payable or refundable for
the current year and deferred taxes on temporary differences between the amount
of taxable income and pretax financial income and between the tax basis of
assets and liabilities and their reported amounts in the financial statements.
Deferred tax assets and liabilities are included in the financial statements at
currently enacted income tax rates applicable to the period in which the
deferred tax assets and liabilities are expected to be realized or settled as
prescribed in FASB Statement No. 109, Accounting for Income Taxes. As changes in
tax laws or rates are enacted, deferred tax assets and liabilities are adjusted
through the provision for income taxes.

7.    Property and Equipment

      Depreciation is provided for by the accelerated and straight-line methods
over the following estimated useful lives:

             Office furniture, fixtures and equipment             5-7 Years

             Leasehold improvements                               Term of Lease

             Machinery and equipment                              7 Years

             Laboratory tools                                     7 Years

             Vehicles                                             5 Years

8.    Warranty Reserve

      A.S.I. provides a reserve on its Chiller and Auto Etch systems to cover
anticipated repairs or replacement. The Company provides a warranty on its
systems ranging from 90 days to six months from date of sale.

                              Results of Operations

      Through its wholly owned subsidiary, Aspect Semiquip International, Inc.
("ASI"), DND Technologies, Inc. ("DND" or the "Company") provides proprietary
capital equipment to the manufacturers of computer chips and is a manufacturer
and supplier of wholesale parts and contract services to the semiconductor
industry. ASI is a supplier of re-manufactured single chamber dry etch
equipment, re-manufactured process chillers, etch-system consumables, spares and
sub-assemblies for Lam Research Corporation's AutoEtch, Rainbow and TCP etch
tools, as well as ASI's own line of single-chamber etch equipment.

Selected Financial Information.

                                                   Three Month Period Ended
                                                   ------------------------

                                                  3/31/2003         3/31/2002
                                                  ---------         ---------
                                                 (Unaudited)       (Unaudited)

Statement of Operations Data

         Total revenue                           $ 1,696,970       $ 1,187,892

         Operating income (loss)                 $   (24,664)      $  (445,069)

         Net income (loss)                       $  (111,764)      $  (345,953)

         Net earnings (loss) per share           $     (0.01)      $     (0.09)

                                                  3/31/2003         3/31/2002
                                                  ---------         ---------
Balance Sheet Data

         Total assets                            $ 8,530,433       $ 3,545,464

         Total liabilities                       $ 9,551,319       $ 3,504,239

         Stockholders' equity (deficit)          ($1,020,866)      $    41,225


                                       17
<PAGE>

Results of Operations.

Three month period ended March 31, 2003, compared to three month period ended
March 31, 2002.

      Revenues. Revenues significantly increased approximately 43% to $1,696,970
for the three month period ended March 31, 2003 from $1,187,892 for the three
month period ended March 31, 2002. This increase was the result of sales of the
product line of inventories purchased from Lam Research Corp ("Lam") through
distribution channels developed through our agreement with them

      Cost of Sales. The cost of sales increased to $1,039,504 (61% of revenues)
in the three month period ended March 31, 2003 from $841,400 (71% of revenues)
for the three month period ended March 31, 2002. This decrease of 10% in the
cost of sales is primarily the result of our sales mix of higher margin sales of
the Lam product line in 2003.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses slightly increased approximately 6% to $678,866 (40% of
revenues) in the three months ended March 31, 2003 from $642,185 (54% of
revenues) for the three months ended March 31, 2002. The slight increase in
dollars was due to an outside consultant hired in late 2002 to assist in the
integration of the Company's software for accounting and inventories.

      Net Loss. DND had a net loss of $111,764 for the three months ended March
31, 2003, compared to a net loss of $345,953 for the three months ended March
31, 2002. The decrease in the net loss was caused primarily by the increase in
revenues and margins experienced in 2003, offset by an increase in interest
expense due to its acquired debt with Lam.

CAPITAL AND SOURCES OF LIQUIDITY

      Our liquidity was negatively impacted by the decline in sales revenues we
experienced during the year ended December 31, 2002. We attribute last year's
decline in revenues primarily to the general decline in the economy of the
United States, which we believe has driven down discretionary spending by
consumers. As a result, consumers are purchasing fewer products in the computer
and semiconductor industries.

      Approximately 45% of our inventory is supplied by Lam. If we were to lose
our contract with Lam, our revenues would decrease, adversely impacting our
liquidity.

      Although our revenues have increased during the first quarter of FY2003,
our cash flow remains tight and we are still incurring operating losses. To
date, we have financed our operations with cash from our operating activities, a
bank line of credit and a bridge loan for $200,000.

      Our bank line of credit with Merrill Lynch Business Financial Services,
Inc. matured on April 1, 2002. Interest accrued at Libor plus 2.75% with an
effective rate of 6.13% at December 31, 2002. The note is secured by a first
lien on certain assets that amounted to approximately $5,000,000 at March 31,
2003 and has been personally guaranteed by the majority shareholder. The note
contains numerous loan covenants that we are not in compliance with. As of the
date of this report, we have not received waivers on the covenants and are
trying to renegotiate the note and establish a repayment plan for the loan. The
loan balance, including accrued interest, at March 31, 2003 was $1,000,245.
Merrill Lynch filed a lawsuit against us in connection with our default on the
line of credit in December of 2002. Should Merrill Lynch successfully foreclose
on its line of credit, our available funds and ability to continue our
operations will


                                       18
<PAGE>

be adversely affected. The Company is continuing its negotiations with Merrill
Lynch as of the date of this filing.

      For the three months ended March 31, 2003, two customers, Intel and
International Rectifier Corp., accounted for at least 10% of our revenues. We
have no relationship with either customer beyond the normal relationship between
a customer and its supplier. If we lost both of these major customers, our
revenues would be reduced by approximately $500,000 per year if we were unable
to find customers to replace these orders.

      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 spend for computer related
purchases and our ability to negotiate a repayment plan for our line of credit
with Merrill Lynch Business Financial Services, Inc. and a settlement of the
Merrill Lynch lawsuit.

      Because of our tight cash flow, it is likely that, during the next 12
month period we will seek financing from one or more sources such as lending
institutions or private individuals. We do not have any commitments for
financing or other plans in place to obtain financing. Additional financing may
not be available on acceptable terms, or at all.

      Our investing activities for the three months ended March 31, 2003 used
$0, as compared to $28,132, which was used in the three months ended March 31,
2002. In the quarter ended March 31, 2003, we did not make any investments in
property and equipment, nor do we anticipate any significant capital additions
through 2003. Our financing activities for the three months ended March 31, 2003
used cash of $942 compared to $568,686 provided for the three months ended March
31, 2002. Financing activities in the three months ended March 31, 2003
consisted of principal payments on long-term debt. Financing activities in the
three months ended March 31, 2002 consisted of $317,724 net borrowings from the
line of credit and issuance of $250,962 long-term debt.

                               Capital Resources

Working capital is summarized and compared as follows:

                                    March 31, 2003   March 31, 2002
                                    --------------   --------------

      Current assets                 $ 3,911,566       $ 2,832,241
      Current liabilities            $ 5,268,413       $ 3,504,239
                                     -----------       -----------

      Working capital (deficit)      $(1,356,847)      $  (671,998)
                                     ===========       ===========

The increase in the deficit in working capital was primarily due to the
acquisition of the Lam product line which increased current liabilities
$1,734,176 (consisting of $1.3 million in purchases of inventories from Lam and
the current portion of the Royalty due to Lam amounting to $430,000). The
Company plans to remedy this working capital deficit through its newly
engineered sales plan that allows the Company to break even selling replacement
parts alone coupled with increasing the revenue generated from the sales of
capital equipment.

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


                                       19
<PAGE>

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, 2002.

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 Douglas Dixon, our CEO, and his relationships within
            the semiconductor industry. His loss would seriously disrupt our
            operations.

      o     We depend upon revenues generated by our contract with Lam Research
            Corp.

      o     Demand for our products is subject to cyclical downturns in the
            semiconductor industry and our ability to keep pace with rapidly
            changing technology.

      o     Our independent accountants have expressed doubt about our ability
            to continue as a going concern, which may hinder our ability to
            obtain future financing.

      o     We are in default on our $1 million line of credit with Merrill
            Lynch Business Financial Services and our creditor could foreclose
            on our business at any time.

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

      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, with one customer accounting for approximately 20% of
            sales.

      o     We are subject to risks of non-compliance with environmental and
            safety regulations.

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

      o     Our ability to raise additional financing is uncertain.

      o     Our operations are not diversified and we will not have the benefit
            of reducing our financial risks by relying on other revenues.

      o     There is a limited market for our common stock.

      o     Our common stock is subject to penny stock regulation.

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)


                                       20
<PAGE>

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 to ensure that information required to be included in
our Securities and Exchange Commission reports is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms.

(b) In addition, there were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the Evaluation Date, including any corrective actions with regard to significant
deficiencies and material weaknesses.


                                       21
<PAGE>

PART II - OTHER INFORMATION

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:

                  During the first quarter of 2003, the Company filed the
                  following current reports on Form 8-K:

                  On January 14, 2003, the Company filed a Current Report on
                  Form 8-K announcing the filing of a complaint against the
                  Company by Merrill Lynch Business Financial Services, Inc. on
                  December 18, 2002 in United States District Court for the
                  District of Arizona.

                  On February 4, 2003, the Company filed a Current Report on
                  Form 8-K announcing the Company's entry into a nonbinding
                  Letter of Intent with ESL Elektronik GmbH, Weissenfeld Germany
                  on January 31, 2003.


                                       22
<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: January 26, 2004

                                    DND TECHNOLOGIES, INC., a Nevada corporation


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


                                       23