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 June 30, 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                     85225
               Chandler, Arizona                        (Zip Code)
    (Address of principal executive offices)

         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 August 12, 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 ............................................    3

Item 1. Consolidated Unaudited Financial Statements ......................    3

Consolidated Unaudited Balance Sheet .....................................    4

Consolidated Unaudited Statements of Operations ..........................    6

Consolidated Unaudited Statements of Stockholders' (Deficit) .............    8

Consolidated Unaudited Statements of Cash Flows ..........................    9

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................................   20

Item 3. Controls and Procedures ..........................................   25

PART II OTHER INFORMATION ................................................   26

Item 6. Exhibits and Reports on Form 8-K .................................   26

SIGNATURES ...............................................................   27

<PAGE>

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)


                                       3
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2003
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                          $  224,429
   Accounts receivable, net of
      allowance for doubtful accounts                  1,092,398
   Other receivables                                      26,761
   Inventories                                         3,876,679
   Prepaid expenses, other                                76,339
                                                      ----------

        TOTAL CURRENT ASSETS                                          $5,296,606

PROPERTY AND EQUIPMENT, NET
  OF ACCUMULATED DEPRECIATION                                            467,523

OTHER ASSETS
   License agreement                                  3,970,262
   Rent security deposits                                17,949
                                                      ---------

       TOTAL OTHER ASSETS                                              3,988,211
                                                                      ----------

       TOTAL ASSETS                                                   $9,752,340
                                                                      ==========


                                       4
<PAGE>

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
   Notes payable
     Line of credit and note due to Merrill Lynch
       (including interest)                           $ 1,145,007
     Related parties                                      120,000
     Other current portion                                482,398
   Capital lease payable, current portion                  24,743
   Accounts payable                                     1,830,830
   Accounts payable, Lam Research
      Corporation                                       1,467,083
   Accrued expenses and taxes                             432,680
   Royalty payable, current portion                       436,585
   Amounts due to related parties                         299,213
   Deferred income                                        650,675
                                                      -----------

       TOTAL CURRENT LIABILITIES                                    $ 6,889,214

LONG-TERM LIABILITIES, NET OF
   CURRENT PORTION
   Notes payable, other                                    98,371
   Capital lease payable                                   22,257
   Royalty payable                                      3,684,929
                                                      -----------

       TOTAL LONG-TERM LIABILITIES                                    3,805,557

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                                 (2,922,592)
                                                      -----------

       TOTAL STOCKHOLDERS' (DEFICIT)                                   (942,431)
                                                                    -----------

       TOTAL LIABILITIES AND
            STOCKHOLDERS' (DEFICIT)                                 $ 9,752,340
                                                                    ===========

See Accompanying Notes


                                       5
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                       Three Months Ended             Six Months Ended
                                            June 30,                      June 30,
                                   --------------------------    --------------------------
                                      2003           2002           2003           2002
                                   -----------    -----------    -----------    -----------
<S>                                <C>            <C>            <C>            <C>
REVENUE
     Chiller                       $    67,427    $   122,577    $   204,832    $   279,950
     Auto Etch Systems                 202,926        200,000        293,022        542,500
     Parts and consumables           1,891,999        950,119      2,989,908      1,607,712
     Field service and training         35,286         78,515         78,577        108,941
     Other                             381,394              0        709,663              0
                                   -----------    -----------    -----------    -----------

              TOTAL REVENUE          2,579,032      1,351,211      4,276,002      2,539,103

COST OF REVENUE                      1,663,891        580,922      2,703,395      1,422,322
                                   -----------    -----------    -----------    -----------

            GROSS PROFIT               915,141        770,289      1,572,607      1,116,781
                                   -----------    -----------    -----------    -----------

OPERATING EXPENSES
     Research and development            1,023         14,292          4,287         42,689
     Sales and marketing               258,640        103,407        495,302        318,172
     General and administrative        461,702        436,619        903,906        864,039
                                   -----------    -----------    -----------    -----------

            TOTAL OPERATING
                EXPENSES               721,365        554,318      1,403,495      1,224,900
                                   -----------    -----------    -----------    -----------

INCOME (LOSS) FROM
    OPERATIONS                         193,776        215,971        169,112       (108,119)
                                   -----------    -----------    -----------    -----------

OTHER INCOME (EXPENSE)
     Interest expense                 (112,166)       (18,487)      (202,421)       (41,599)
     Other income (expense)               (223)         1,395              0          2,644
                                   -----------    -----------    -----------    -----------

            TOTAL OTHER
                INCOME (EXPENSE)      (112,389)       (17,092)      (202,421)       (38,955)
                                   -----------    -----------    -----------    -----------

INCOME (LOSS) BEFORE
     INCOME TAXES                       81,387        198,879        (33,309)      (147,074)

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

NET INCOME (LOSS)                  $    78,455    $   198,879    $   (33,309)   $  (147,074)
                                   ===========    ===========    ===========    ===========
</TABLE>

                             See Accompanying Notes


                                       6
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (UNAUDITED)

                             Three Months Ended             Six Months Ended
                                   June 30,                    June 30,
                          -------------------------   -------------------------
                              2003          2002          2003          2002
                          -----------   -----------   -----------   -----------

NET INCOME (LOSS)
     PER COMMON SHARE

     Basic and diluted    $       .00           .01          (.00)         (.01)
                          ===========   ===========   ===========   ===========

WEIGHTED AVERAGE
     NUMBER OF COMMON
     SHARES OUTSTANDING

     Basic and diluted     22,833,333    22,000,000    22,833,333    22,000,000
                          ===========   ===========   ===========   ===========

                             See Accompanying Notes


                                       7
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
                     FOR THE SIX MONTHS ENDED JUNE 30, 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 six
  months ended June 30,
  2003                               0             0             0             0             0       (33,309)       (33,309)
                           -----------   -----------   -----------   -----------   -----------   -----------    -----------

Balance, June 30, 2003               0   $         0    23,000,000   $    23,000   $ 1,957,161   $(2,922,592)   $  (942,431)
                           ===========   ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

                             See Accompanying Notes


                                       8
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 2003           2002
                                                             -----------    -----------
<S>                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                                $   (33,309)   $  (147,074)
   Adjustments to reconcile net (loss)
     to net cash  provided (used) by operating activities:
          Depreciation                                            93,403        103,264
          Amortization                                           218,145              0
   Changes in operating assets and liabilities:
     Accounts receivable                                        (755,142)      (303,442)
     Other receivables                                           (10,155)             0
     Inventories                                                (848,346)       (14,109)
     Prepaid expenses and other assets                           (34,920)        (7,469)
     Accounts payable                                          1,187,914        492,237
     Accrued expenses and amounts due to related parties         515,910       (879,458)
                                                             -----------    -----------

        NET CASH PROVIDED (USED) BY
           OPERATING ACTIVITIES                                  333,500       (756,051)
                                                             -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                 0         (9,517)
                                                             -----------    -----------

        NET CASH (USED) BY
            INVESTING ACTIVITIES                                       0         (9,517)
                                                             -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings from line of credit                                  0        253,784
   Proceeds from issuance of long-term debt                            0        234,313
   Principal payments on long-term debt                         (308,951)             0
                                                             -----------    -----------

        NET CASH PROVIDED (USED) BY
            FINANCING ACTIVITIES                                (308,951)       488,097
                                                             -----------    -----------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALANTS                                           24,549       (277,471)

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

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                                             $   224,429    $   142,219
                                                             ===========    ===========
</TABLE>

                             See Accompanying Notes


                                       9
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (UNAUDITED)

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

SUPPLEMENTARY DISCLOSURE
   OF CASH FLOW INFORMATION:

       Cash paid for interest                           $215,564      $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


                                       10
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      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 periods presented.
      Operating results for the six months ended June 30, 2003 are not
      necessarily indicative of the results that may be expected for the year
      ending 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. 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 Semiquip
      International, Inc. (located in Arizona and Texas; hereinafter referred to
      as "A.S.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. is a supplier of semiconductor manufacturing capital equipment. The
      Company also supplies complete after market support of the Auto Etch and
      Rainbow Plasma Dry Etch Systems, manufactured by LAM Research Corporation
      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 uncertainty as to the Company's
      ability to continue as a going concern.

                             See Accompanying Notes


                                       11
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 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 subsidiary, Aspect Semiquip
      International, 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.

                             See Accompanying Notes


                                       12
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 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.

                             See Accompanying Notes


                                       13
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Revenue Recognition Policy

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

      Service income - The Company recognizes 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 Company expenses 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
      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 assets and liabilities are adjusted through the
      provision for income taxes.

                             See Accompanying Notes


                                       14
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Net Income (Loss) Per Share

      The Company adopted Statement of Financial Accounting Standards No. 128
      that requires the reporting of both basic and diluted income (loss) per
      share. Basic income (loss) per share is computed by dividing net income
      (loss) available to common stockholders by the weighted average number of
      common shares outstanding for the period. Diluted income (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
      income (loss) per share are excluded.

      For 2002, the weighted average number of shares represents the number of
      shares issued and outstanding subsequent to the acquisition of the Company
      by Zurickurch in August 2002.

      Accounting Estimates

      Management uses estimates and assumptions in preparing financial
      statements in accordance with accounting principles generally accepted in
      the U.S. 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 Company to
      concentrations of credit risk consists principally of cash and trade
      accounts receivable. The Company places its 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 Company's customer base and its dispersion across
      different geographic areas. The Company routinely assesses the financial
      strength of its customers. At June 30, 2003, the Company had one customer
      which accounted for 34% of net accounts receivable.

      Suppliers

      Approximately 12% of gross inventories at June 30, 2003 were purchased
      from Lam Research Corp.

                             See Accompanying Notes


                                       15
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Revenues

      For the six months ended June 30, 2003, the Company had two customers
      whose revenues exceeded 10% of total revenues (22 % and 19%,
      respectively).

      Disclosure About Fair Value of Financial Instruments

      The Company estimates that the fair value of all financial instruments as
      of June 30, 2003, as defined in FASB 107, does not differ materially from
      the aggregate carrying values of its financial instruments recorded in the
      accompanying consolidated 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          $ 4,175,001
                   Work-in-process                  267,598
                   Allowance for obsolescence      (565,920)
                                                -----------
                                                $ 3,876,679
                                                ===========

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,
      A.S.I. purchased approximately $1.6 million of inventory (see Note 7) from
      LAM and entered into a licensing agreement requiring royalty payments
      totalling $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%.

                             See Accompanying Notes


                                       16
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 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
                                              ----------

                                              $4,188,407
                                              ==========

      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 Company's 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.

                             See Accompanying Notes


                                       17
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE 5 NOTES PAYABLE, OTHER

      Term loan payable to Merrill Lynch Business Financial Services, Inc. for
      $148,371, payable in sixty monthly installments of $4,167, including
      interest at 5.87%.

      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 $91,419. 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 an interest rate of 11%. The loans total $120,000
      and are due on demand.

NOTE 7 ACCOUNTS PAYABLE, LAM RESEARCH CORPORATION

      The initial inventory purchase from LAM is payable as follows:

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

                               Total             $1,467,083
                                                 ==========

NOTE 8 PREFERRED STOCK

      The Company is authorized to issue 10,000,000 shares 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 June 30, 2003.

                             See Accompanying Notes


                                       18
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE 9 COMMITMENTS AND CONTINGENCIES

      Real Estate Leases

      The Company leases its Arizona facilities under an operating lease which
      expires in December 2004.

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

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

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

      In July 2003, the Company leased a new facility in Texas under an
      operating lease with monthly rental payments of $9,762 for the first three
      years of the lease.

      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, the Company's available funds and ability to continue its
      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 and profits from the sale of its new Lam product line.

                             See Accompanying Notes


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<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 June 30, 2003
has negative working capital and a stockholders' deficit and is in default on
its Merrill Lynch 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- Negotiate a long-term payment plan for the Merrill Lynch line of
               credit.

            2 - Obtain additional equity or debt financing from investors.

            3 - Create additional sales from DND's new Lam product line.

      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 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 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. ("ASI"),
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.).


                                       20
<PAGE>

5. Inventory

      Inventory is valued at the lower of cost (determined by the first-in,
first-out method) or market. Cost includes raw materials, freight, 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

      ASI 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 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
                                       ------------------------

                                        6/30/2003    6/30/2002
                                        ---------    ---------
                                       (Unaudited)  (Unaudited)
Statement of Operations Data
         Total revenue                 $2,579,032   $1,351,211
         Operating income              $  193,776   $  215,971
         Net income (loss) per share   $     0.00   $     0.01


                                       21
<PAGE>

                                             Six Month Period Ended
                                             ----------------------

                                            6/30/2003      6/30/2002
                                            ---------      ---------
                                           (Unaudited)    (Unaudited)
Statement of Operations Data

         Total revenue                    $  4,276,002    $ 2,539,103
         Operating income (loss)          $    169,112      ($108,119)
         Net income (loss) per share      $       0.00    $     (0.01)

Balance Sheet Data
         Total assets                     $  9,752,340    $ 3,525,982
         Total liabilities                $ 10,694,771    $ 3,285,878
         Stockholders' equity (deficit)      ($942,431)   $   240,104

Results of Operations.

Three month period ended June 30, 2003, compared to three month period ended
June 30, 2002.

      Revenues. Revenues significantly increased approximately 91% to $2,579,032
for the three month period ended June 30, 2003 from $1,351,211 for the three
month period ended June 30, 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 Lam, and an increased
volume of sales of capital equipment.

      Cost of Sales. The cost of sales increased to $1,663,891 (65% of revenues)
in the three month period ended June 30, 2003 from $580,922 (43% of revenues)
for the three month period ended June 30, 2002. This increase of 22% in the cost
of sales percentage is primarily the result of increased sales of lower-margin
products.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately 33% to $720,342 (28% of
revenues) in the three months ended June 30, 2003 from $540,026 (40% of
revenues) for the three months ended June 30, 2002. The increase in dollars was
primarily due to amortization of our license agreement, outside consultants
hired in late 2002 to assist in the implementation of the Company's new software
for accounting and inventories, and professional fees associated with our
required public filings.

      Net Income. DND had net income of $78,455 for the three months ended June
30, 2003, compared to net income of $198,879 for the three months ended June 30,
2002. The decrease in net income was caused primarily by the increase in
interest expense due to our acquired debt with Lam and related amortization of
our license agreement.

Six month period ended June 30, 2003, compared to six month period ended June
30, 2002.

      Revenues. Revenues significantly increased approximately 68% to $4,276,002
for the six month period ended June 30, 2003 from $2,539,103 for the six month
period ended June 30, 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 Lam, and an increased
volume of sales of capital equipment.

      Cost of Sales. The cost of sales increased to $2,703,395 (63% of revenues)
in the six month period ended June 30, 2003 from $1,422,322 (56% of revenues)
for the six month period ended June 30, 2002. This increase of 7% in the cost of
sales percentage is primarily the result of increased sales of lower-margin
products.

                                       22
<PAGE>

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately 18% to $1,399,208 (33% of
revenues) in the six months ended June 30, 2003 from $1,182,211 (47% of
revenues) for the six months ended June 30, 2002. The increase in dollars was
primarily due to amortization of our license agreement, outside consultants
hired in late 2002 to assist in the implementation of the Company's new software
for accounting and inventories, and professional fees associated with our
required public filings.

      Net Loss. DND had a net loss of $33,309 for the six months ended June 30,
2003, compared to a net loss of $147,074 for the six months ended June 30, 2002.
The decrease in the net loss was caused primarily by the increase in revenues
experienced in 2003, offset by an increase in interest expense due to our
acquired debt with Lam and related amortization of our license agreement.

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.

      Although our revenues have increased during the first two quarters of
FY2003, our cash flow remains tight. Our operating income has shown improvement
in this quarter but is still considered insufficient to meet our current
obligations. 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 which amounted to approximately $5,000,000 at June 30,
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
balance on the line of credit and a term loan, including accrued interest, at
June 30, 2003 was $1,145,007. 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 be adversely affected. The Company
has filed a countersuit against Merrill Lynch and is continuing its negotiations
with Merrill Lynch as of the date of this filing.

      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 technology 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 plans in place to obtain
financing. Additional financing may not be available on acceptable terms, or at
all.

      Our investing activities for the six months ended June 30, 2003 used $0,
as compared to $9,517, which was used (for purchases of property and equipment)
in the six months ended June 30, 2002. In the six months ended June 30, 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 six
months ended June 30, 2003 used cash of $308,951 compared to $488,097 provided
for the six months ended June 30, 2002. Financing activities in the six months
ended June 30, 2003 consisted of principal payments on long-term debt. Financing
activities in the six months ended June 30, 2002 consisted of $253,784 net
borrowings from the line of credit and issuance of $234,313 long-term debt.


                                       23
<PAGE>

                                Capital Resources

Working capital is summarized and compared as follows:

                                      June 30, 2003    June 30, 2002
                                      -------------    -------------

     Current assets                   $   5,296,606    $   2,866,404
     Current liabilities              $   6,889,214    $   2,778,751
                                      -------------    -------------

     Working capital (deficit)        $  (1,592,608)   $      87,653
                                      =============    =============

      The increase in the deficit in working capital was primarily due to the
acquisition of the Lam product line which increased current liabilities
$1,903,668 (consisting of approximately $1.5 million in purchases of inventories
from Lam and the current portion of the royalty due to Lam amounting to
approximately $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 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 Dennis Key, President of
            ASI, and their relationships within the semiconductor industry.
            Their 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.


                                       24
<PAGE>

      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)
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.


                                       25
<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 second quarter of 2003, the Company filed the following
            current report on Form 8-K:

            On June 3, 2003, the Company filed a Current Report on Form 8-K
            announcing the filing of a complaint against the Company by Scott
            Magoon on May 2, 2003 in Dallas County, Texas.


                                       26
<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: August 13, 2003

                         DND TECHNOLOGIES, INC., a Nevada corporation

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


                                       27