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 September 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 November 18, 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  ...............................................   22

Item 3.    Controls and Procedures........................................   28

PART II    OTHER INFORMATION..............................................   29

Item 1.    Legal Proceedings .............................................   29

Item 6.    Exhibits and Reports on Form 8-K...............................   29

SIGNATURES ...............................................................   30

<PAGE>

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


                                       3
<PAGE>
                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                        $   202,174
   Accounts receivable, net of
      allowance for doubtful accounts                 1,068,378
   Other receivables                                     16,705
   Inventories, net of allowance for obsolescence     1,127,519
   Prepaid expenses                                     103,511
                                                    -----------

        TOTAL CURRENT ASSETS                                      $ 2,518,287

PROPERTY AND EQUIPMENT, NET
  OF ACCUMULATED DEPRECIATION                                         425,333

OTHER ASSETS
   License agreement                                  3,883,002
   Deposits                                              32,479
                                                    -----------

       TOTAL OTHER ASSETS                                           3,915,481
                                                                  -----------

       TOTAL ASSETS                                               $ 6,859,101
                                                                  ===========


                                       4
<PAGE>

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
   Notes payable:
     Line of credit and note due to Merrill Lynch
       (including interest)                         $ 1,005,586
     Related parties                                    120,000
     Other, current portion                             630,769
   Capital lease payable, current portion                27,219
   Accounts payable                                   1,155,063
   Accounts payable, Lam Research
      Corporation                                     2,093,109
   Accrued expenses and taxes                           550,493
   License payable, current portion                     365,624
   Amounts due to related parties                       301,838
                                                    -----------

       TOTAL CURRENT LIABILITIES                                   $ 6,249,701

LONG-TERM LIABILITIES, NET OF
   CURRENT PORTION
   Notes payable, other                                  64,046
   Capital lease payable                                 18,110
   License payable                                    3,684,929
                                                    -----------

       TOTAL LONG-TERM LIABILITIES                                   3,767,085

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                               (5,137,846)
                                                    -----------

       TOTAL STOCKHOLDERS' (DEFICIT)                                (3,157,685)
                                                                   -----------

       TOTAL LIABILITIES AND
            STOCKHOLDERS' (DEFICIT)                                $ 6,859,101
                                                                   ===========

                             See Accompanying Notes


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                 Three Months Ended            Nine Months Ended
                                                    September 30,                 September 30,
                                             --------------------------    --------------------------
                                                2003           2002           2003           2002
                                             -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>
REVENUE
     Systems and Chillers                    $ 1,499,185    $   412,080    $ 2,547,648    $ 1,254,168
     Parts, assemblies and consumables         1,293,017        817,404      4,197,808      2,322,207
     Field service and training                   90,085        353,329        293,470        545,434
                                             -----------    -----------    -----------    -----------

              TOTAL REVENUE                    2,762,924      1,582,813      7,038,926      4,121,808
                                             -----------    -----------    -----------    -----------

COST OF REVENUE
     Cost of revenues                          1,790,132        984,409      4,533,527      2,484,768
     Reserve for slow moving
         and obsolete inventory                2,296,128              0      2,256,128              0
                                             -----------    -----------    -----------    -----------

            TOTAL COST OF REVENUE              4,086,260        984,409      6,789,655      2,484,768
                                             -----------    -----------    -----------    -----------

            GROSS PROFIT (LOSS)               (1,323,336)       598,404        249,271      1,637,040
                                             -----------    -----------    -----------    -----------

OPERATING EXPENSES
     Research and development                     39,749         13,202         44,036         59,426
     Sales and marketing                         242,979        194,572        738,281        512,744
     General and administrative                  533,502        514,523      1,437,408      1,400,795
                                             -----------    -----------    -----------    -----------

            TOTAL OPERATING
                EXPENSES                         816,230        722,297      2,219,725      1,972,965
                                             -----------    -----------    -----------    -----------

INCOME (LOSS) FROM
    OPERATIONS                                (2,139,566)      (123,893)    (1,970,454)      (335,925)

INTEREST EXPENSE                                 (75,688)       (20,819)      (278,109)       (59,350)
                                             -----------    -----------    -----------    -----------

(LOSS) BEFORE
     INCOME TAXES                             (2,215,254)      (144,712)    (2,248,563)      (395,455)

INCOME TAXES                                           0              0              0              0
                                             -----------    -----------    -----------    -----------

NET (LOSS)                                   $(2,215,254)      (144,712)   $(2,248,563)   $  (395,455)
                                             ===========    ===========    ===========    ===========
</TABLE>

                             See Accompanying Notes


                                       6
<PAGE>

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

                             Three Months Ended       Nine Months Ended
                                September 30,            September 30,
                          -----------------------   -----------------------
                              2003         2002         2003         2002
                          ----------   ----------   ----------   ----------

NET (LOSS)
     PER COMMON SHARE

     Basic and diluted    $     (.10)  $     (.00)  $     (.10)  $     (.02)
                          ==========   ==========   ==========   ==========

WEIGHTED AVERAGE
     NUMBER OF COMMON
     SHARES OUTSTANDING

     Basic and diluted    23,000,000   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 NINE MONTHS ENDED SEPTEMBER 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 nine
  months ended
  September 30, 2003               0        0             0             0             0     (2,248,563)    (2,248,563)
                              ------   ------   -----------   -----------   -----------    -----------    -----------

Balance, September 30, 2003        0   $    0    23,000,000   $    23,000   $ 1,957,161    $(5,137,846)   $(3,157,685)
                              ======   ======   ===========   ===========   ===========    ===========    ===========
</TABLE>

                             See Accompanying Notes


                                       8
<PAGE>

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

<TABLE>
<CAPTION>
                                                                   2003           2002
                                                               -----------    -----------
<S>                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                                  $(2,248,563)   $  (395,455)
   Adjustments to reconcile net (loss)
     to net cash  (used) by operating activities:
          Depreciation                                             151,150        155,427
          Amortization                                             305,405              0
          Allowance for slow moving and obsolete inventories     2,256,128              0
          Allowance for doubtful accounts receivable                25,000              0
   Changes in operating assets and liabilities:
     Accounts receivable                                          (756,122)      (238,309)
     Other receivables                                                 (99)       (44,912)
     Inventories                                                  (355,314)        (2,036)
     Prepaid expenses and other assets                             (76,622)        (4,063)
     Accounts payable                                              512,147        322,604
     Accrued expenses and amounts due to related parties            (5,377)      (286,196)
     Deferred revenue                                                    0          5,956
                                                               -----------    -----------

        NET CASH (USED) BY
           OPERATING ACTIVITIES                                   (192,267)      (486,984)
                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                              (4,227)       (26,382)
                                                               -----------    -----------

        NET CASH (USED) BY
            INVESTING ACTIVITIES                                    (4,227)       (26,382)
                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings from line of credit                                    0        249,153
Proceeds from issuance of long-term debt                           626,026              0
   Principal payments on long-term debt                           (427,238)       (92,746)
                                                               -----------    -----------

        NET CASH PROVIDED BY
            FINANCING ACTIVITIES                                   198,788        156,407
                                                               -----------    -----------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALANTS                                              2,294       (356,959)

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

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                                               $   202,174    $    62,731
                                                               ===========    ===========
</TABLE>

                             See Accompanying Notes


                                       9
<PAGE>

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

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

SUPPLEMENTARY DISCLOSURE
   OF CASH FLOW INFORMATION:

       Cash paid for interest                           $297,092         $28,501
                                                        ========         =======

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

SCHEDULE OF NON-CASH INVESTING
   AND FINANCING ACTIVITIES:

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

      Acquisition of equipment
          through capital lease                         $ 11,330         $     0
                                                        ========         =======

                             See Accompanying Notes


                                       10
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 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 nine months ended September 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.

      Certain accounts have been reclassified in order to conform with 2003
      classifications.

      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 "ASI").

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

      ASI 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 and the nine months ended
      September 30, 2003, has negative working capital and a stockholders'
      deficit and is in default on a significant portion of its debt. 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
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      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. ASI 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
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      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

      The Company reviews its long-lived assets 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. The Company did not
      record any impairment in the nine months ended September 30, 2003.

                             See Accompanying Notes


                                       13
<PAGE>

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

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Warranty Reserve

      ASI provides a reserve on its Chiller and Auto Etch Systems to cover
      anticipated repairs and/or replacement. The Company provides a warranty on
      its systems ranging from ninety days to nine months from date of
      acceptance, not to exceed eleven months from the ship date.

      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
      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.

                             See Accompanying Notes


                                       14
<PAGE>

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

      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 September 30, 2003, the Company had one
      customer which accounted for 24% of net accounts receivable.

      Suppliers

      Through September 30, 2003, approximately 15% of gross inventory purchases
      were purchased from Lam Research Corp. The Company does not expect to have
      any significant purchases of inventory from LAM in the near future.

                             See Accompanying Notes


                                       15
<PAGE>

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

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Revenues

      For the nine months ended September 30, 2003, the Company had two
      customers, National Semi-Conductor and Texas Instruments, whose revenues
      exceeded 10% of total revenues. The percentages were 17 % and 11%, not
      necessarily in order of names.

      Disclosure About Fair Value of Financial Instruments

      The Company estimates that the fair value of all financial instruments as
      of September 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.

      Recent Accounting Pronouncements

      In May 2003 the FASB issued SFAS 150 Accounting for Certain Financial
      Instruments with Characteristics of both Liabilities and Equity. This
      Statement establishes standards for how an issuer of debt or equity
      classifies and measures certain financial instruments with characteristics
      of both liabilities and equity. It requires that an issuer classify a
      financial instrument that is within its scope as a liability (or an asset
      in some circumstances). Many of those instruments were previously
      classified as equity. This Statement is effective for financial
      instruments entered into or modified after May 31, 2003, and otherwise is
      effective at the beginning of the first interim period beginning after
      June 15, 2003.

NOTE 2 INVENTORIES

      The inventories are comprised of the following:

                   Parts and materials          $ 3,791,835
                   Work-in-process                  179,517
                   Allowance for obsolescence    (2,843,833)
                                                -----------
                                                $ 1,127,519
                                                ===========

      The Company evaluated its inventories at September 30, 2003 based on sales
      during 2003. In connection with this evaluation, the Company recorded a
      provision for obsolescence totaling $2,296,128 in the quarter ended
      September 30, 2003.

NOTE 3 LICENSE AGREEMENT AND PAYABLE

      In November 2002, ASI 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 7) from LAM
      and entered into a licensing agreement requiring payments totaling
      $5,376,000 (payable in 96 equal monthly installments of $56,000). ASI has
      recorded the 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
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

NOTE 3 LICENSE AGREEMENT AND 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 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
                                              ==========   ==========

      The Company is currently in default on its payments to LAM.

NOTE 4 LINE OF CREDIT

      ASI 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% (5.87% at September 30, 2003). 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 ASI is not in
      compliance. ASI has not received waivers on the covenants and is working
      with Merrill Lynch 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
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

NOTE 5 NOTES PAYABLE, OTHER

      Term loan payable to Merrill Lynch Business Financial Services, Inc. for
      $136,051 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 $69,414. 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 ASI 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 CEO at an interest rate of 11%. The loans total $120,000 and are
      due on demand.

NOTE 7 ACCOUNTS PAYABLE, LAM RESEARCH CORPORATION

      The inventory purchase from LAM is due in equal monthly installments
      beginning in July 2003.

      The Company is currently in default on its payments to LAM.

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 September 30, 2003.

                             See Accompanying Notes


                                       18
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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 November 2008, respectively.

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

                   December 31, 2003              $  305,775
                   December 31, 2004                 366,585
                   December 31, 2005                 117,144
                   December 31, 2006                 119,626
                   December 2007 and Thereafter      234,041
                                                  ----------

                                                  $1,143,171
                                                  ==========

      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.

      The Company and a former employee have counter-claims against each other
      arising from the employee's prior association with the Company.

NOTE 10 EMPLOYEE STOCK OPTIONS

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

                             See Accompanying Notes


                                       19
<PAGE>

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

NOTE 10 EMPLOYEE STOCK OPTIONS (CONTINUED)

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

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

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

      The Company has elected to account for stock-based compensation under APB
      Opinion No. 25, under which no compensation expense has been recognized
      for stock options granted to employees at fair market value.

      A summary of the option activity for the nine months ended September 30,
      2003, pursuant to the terms of the plan is as follows:

                                                    Shares      Average
                                                     Under      Exercise
                                                    Option       Price
                                                   ---------   ---------

        Options outstanding at January 1, 2003             0   $     .00
              Granted                              4,999,226         .06
              Exercised                                    0         .00
              Cancelled and expired                        0         .00
                                                   ---------

       Options outstanding at September 30, 2003   4,999,226
                                                   =========

      3,004,226 shares are exercisable at September 30, 2003.

      Information regarding stock options outstanding as of September 30, 2003
      is as follows:

        Price                                                         $   .06
        Weighted average exercise price                               $   .06
        Weighted average remaining contractual life         9 years, 8 months
        Options exercised
              Price range                                                   0
              Shares                                                        0
              Weighted average exercise price                               0

                             See Accompanying Notes


                                       20
<PAGE>

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

NOTE 10 EMPLOYEE STOCK OPTIONS (CONTINUED)

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

         Net (loss)
                As reported                         $  (2,248,563)
                Proforma                            $  (2,251,439)

      (Loss) per share attributable to common stock

         Basic and diluted
              As reported                           $        (.10)
              Proforma                              $        (.10)

NOTE 11 MANAGEMENT PLANS

      Management's plans to eliminate the going concern situation include, but
      are not limited to, negotiating a long-term payment plan for the Merrill
      Lynch line of credit, increase revenue by continuing to expand the legacy
      product lines, and obtain additional equity or debt financing from
      investors.

NOTE 12 SUBSEQUENT EVENT

      In November 2003, the Company entered into an agreement with Axcelis
      Technologies, Inc. acquiring an exclusive license to all future
      manufacturing, sales, service, and parts support for certain dry strip
      semi-conductor manufacturing equipment marketed under the trade names
      "System One" and "System Ten". The agreement provides for the payment of
      18% of net revenues (from these sales) per quarter until a $2,750,000
      license fee has been paid and a royalty on related sales ranging from 10%
      to 2% through December 31, 2010.

                             See Accompanying Notes


                                       21
<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 September 30,
2003 has negative working capital and a stockholders' deficit and is in default
on its Merrill Lynch line of credit, a $200,000 bridge loan and its license
agreement with Lam. 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 - Increase revenue by capturing greater market share through
      aggressive sales efforts in a recovering market economy.

            4 - Expand the ASI product base by obtaining rights to other legacy
      products, thereby increasing revenue.

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.).


                                       22
<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 new
proprietary capital equipment, remanufactured process equipment and
subassemblies, consumables and spare parts, and a variety of engineering
services to the semiconductor industry for use in the production of microchip
technology.

      Selected Financial Information.

                                                  Three Month Period Ended
                                                 --------------------------
                                                 9/30/2003        9/30/2002
                                                 ---------        ---------
                                                (Unaudited)      (Unaudited)
   Statement of Operations Data
            Total revenue                       $ 2,882,287      $ 1,582,813
            Operating income                    $(2,139,566)     $  (123,893)
            Net income (loss) per share         $     (0.10)     $     (0.00)


                                       23
<PAGE>

                                                  Nine Month Period Ended
                                                 --------------------------
                                                 9/30/2003        9/30/2002
                                                 ---------        ---------
                                                (Unaudited)      (Unaudited)
   Statement of Operations Data

            Total revenue                       $ 7,038,926      $ 4,121,808
            Operating income (loss)             $(1,970,454)     $  (335,925)
            Net income (loss) per share         $     (0.10)     $     (0.02)

   Balance Sheet Data
            Total assets                        $ 6,859,101      $ 3,375,719
            Total liabilities                   $10,016,786      $ 3,152,429
            Stockholders' equity (deficit)      $(3,157,685)     $   223,290

Results of Operations.

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

      Revenues. Revenues significantly increased approximately 75% to $2,762,924
for the three month period ended September 30, 2003 from $1,582,813 for the
three month period ended September 30, 2002. This increase is primarily due to
an increase in system sales and additional sales of products relating to our
agreement with Lam Research Corp. ("Lam"), which allows us to purchase inventory
from Lam.

      Cost of Sales - Recurring Operations. The cost of sales for recurring
operations increased to $1,790,132 ( 62% of revenues) in the three month period
ended September 30, 2003 from $984,409 (62% of revenues) for the three month
period ended September 30, 2002. This dollar increase is primarily due to
purchases of more inventory in the three months ended September 30, 2003.

      Cost of Sales - Write-off of Slow Moving and Obsolete Inventory. The cost
of sales-write-off of slow moving and obsolete inventory is the result of
management's decision to write off $ 2,296,128 of slow moving and obsolete
inventory in the three months ended September 30, 2003.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately 10% to $776,481 (28% of
revenues) in the three months ended September 30, 2003 from $709,095 (45% of
revenues) for the three months ended September 30, 2002. This increase in
expense was primarily due to legal, consulting, and audit fees related to our
filings with the SEC beginning in 2003.

      Net Loss. DND had a net loss of $2,215,254 for the three months ended
September 30, 2003, compared to net loss of $144,712 for the three months ended
September 30, 2002. The increased net loss was caused primarily by the write-off
of slow-moving and obsolete inventory. However, this write-off was somewhat
offset by increased gross profit from the revenue increase.

Nine month period ended September 30, 2003, compared to nine month period ended
September 30, 2002.

      Revenues. Revenues significantly increased approximately 71% to $7,038,925
for the nine month period ended September 30, 2003 from $4,121,808 for the nine
month period ended September 30, 2002. This increase is primarily due to an
increase in system sales and additional sales of products relating to our
agreement with Lam.


                                       24
<PAGE>

      Cost of Sales - Recurring Operations. The cost of sales for recurring
operations increased to $4,533,527 (64 % of revenues) in the nine month period
ended September 30, 2003 from $2,484,768 (60% of revenues) for the nine month
period ended September 30, 2002. This increase of 4% in the cost of sales
percentage is primarily the result of a large system sale in the second quarter
which required significant unexpected set-up and servicing costs which resulted
in a negative margin. The Company does not anticipate incurring such costs on
future system sales.

      Cost of Sales - Write-off of Slow Moving and Obsolete Inventory. The cost
of sales- write-off of slow moving and obsolete inventory is the result of
management's decision to write-off $2,296,128 of slow moving and obsolete
inventory in the nine months ended September 30, 2003.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately 14% to $2,175,689 (31% of
revenues) in the nine months ended September 30, 2003 from $1,913,539 (46% of
revenues) for the nine months ended September 30, 2002. The increase in dollars
was primarily due to the amortization of the agreement with Lam.

      Research & Development. Research and development costs decreased $15,390
to $44,036 in the nine months ended September 30, 2003. The decrease is due to a
reduction in product development expense on the Crystal project. No significant
research and development costs are anticipated in the near future.

      Net Loss. DND had a net loss of $2,248,563 for the nine months ended
September 30, 2003, compared to a net loss of $395,455 for the nine months ended
September 30, 2002. The increase in the net loss was caused primarily by the
write-off of slow-moving and obsolete inventory, additional interest expense and
amortization expense related to the Lam license agreement, offset by an increase
in gross profit due to the increased revenue.

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 three 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. The
bridge loan for $200,000 was made by Jean Charles Cartier in October of 2002,
with a twelve-month term and at an interest rate of 1% per month. Mr. Cartier
also received warrants to acquire 200,000 shares at $0.20 per share and 200,000
shares at $1.00 per share.

      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 September
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
working with Merrill Lynch 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 September 30, 2003 was $1,136,742. 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, Merrill Lynch could take all of our assets and we would be forced to
cease operations. The Company, on April 7, 2003, as part of its answer, filed a
counterclaim against Merrill Lynch, alleging breach of the covenant of good
faith and fair dealing in connection with loan agreements, interference with
contract, and interference with business relations, and is continuing its
negotiations with Merrill Lynch as of the date of this filing.

      The Company and Lam are mutually in default under the Lam license
agreement. We are in the process of negotiating a resolution for the default,
and management believes that Lam and the Company


                                       25
<PAGE>

will reach an agreement to resolve the defaults, without damages payable by the
Company, but there can be no assurance that this will occur. Management's view
is that Lam's sole remedy under the license agreement is to recover under its
purchase money security interest in the inventory we have purchased from Lam,
but Lam may choose to bring additional claims against us, and a court could give
Lam remedies not provided for in our agreement.

      We are in default on our $200,000 bridge loan due to an individual. We are
in the process of negotiating more favorable terms of repayment, but there can
be no assurance that we will succeed.

      On May 2, 2003, Scott Magoon, a former shareholder and employee of Aspect
Semiquip International, Inc., a subsidiary of the Registrant, filed a complaint
in the Dallas County, Texas court, naming DND Technologies, Inc., Aspect
Semiquip International, Inc., Semiquip, Inc. and Doug N. Dixon as defendants.
The complaint alleges that the defendants defrauded Mr. Magoon and requests,
among other forms of relief, that the court divest the Registrant of its wholly
owned subsidiary, Semiquip, Inc. The action has since been removed to federal
district court. If Mr. Magoon is successful in his claim, it is possible the
Company could lose its Texas operations, which would adversely affect our
operations as the Company's Texas operations account for approximately 33% of
the Company's total operations.

      Should Merrill Lynch, Lam or Cartier successfully foreclose on their
security interests, as provided in their agreements with the Company, or should
any of these three parties obtain judgments against us in court, we could lose
part or all of our assets, the Company could be forced to cease operations and
our stock could become worthless. In addition, should Mr. Magoon obtain a
judgment in his lawsuit which divests us of our Texas operations, our operations
would be reduced significantly and we anticipate that revenues would
significantly decline. It is management's view that the lawsuit with Mr. Magoon
has no merit.

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

      For the nine months ended September 30, 2003, two customers, National
Semi-Conductor and Texas Instruments 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 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 capital
investment firms or private fund managers. Preparations are underway to present
a corporate profile and backgrounder to this end, followed by an aggressive
search for funding. We do not have any plans in place to obtain financing.
Additional financing may not be available on acceptable terms, or at all.

      Net cash (used) by operating activities for the nine months ended
September 30, 2003 was $192,267 compared to $486,984 (used) by operating
activities for the nine months ended September 30, 2002. The $294,717 change was
primarily due to an increase in our revenues and gross margin. Our gross margin,
before the non-cash provision for slow-moving and obsolete inventories,
increased from approximately $1.6 million in the nine months ended September 30,
2002 to $2.5 million for 2003. Increased inventories and receivables associated
with our increased revenues resulted in the net cash used in 2003.

      Our investing activities for the nine months ended September 30, 2003 used
$4,227 as compared to $26,382 used in the nine months ended September 30, 2003.
Cash was used in each period for the purchases of property and equipment.

      Our financing activities for the nine months ended September 30, 2003
provided cash of $198,788 compared to $156,407 for the nine months ended
September 30, 2002. Financing activities in the nine months ended September 30,
2003 consisted of proceeds from (and principal payments on) long-term debt.
Financing activities in the nine months ended September 30, 2002 consisted of
borrowings from the line of credit and principal payments of long-term debt.

      At September 30, 2003, stockholders' deficit was $3,157,685, as compared
to a stockholders' deficit of $1,069,122 at December 31, 2002. The $2,088,563
change in stockholders' deficit was accounted for as follows:

         Increase in stockholders' equity
           Issuance of common stock for accounts payable   $   160,000
         Decreases in stockholders' equity
           Net loss                                         (2,248,563)
                                                           -----------

           Net Change                                      $ 2,088,563
                                                           ===========


                                       26
<PAGE>

      The Company currently has no material commitments for capital
expenditures.

      The Company has $4,539,251 and $3,767,085 of debt payments due within the
next year and next two to five years, respectively.

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 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 in default on our license agreement with Lam Research Corp.,
            and Lam could seek to foreclose on its purchase money security
            interest under the agreement at any time.

      o     We depend on Douglas Dixon, our CEO, and Dennis Key, our CFO and
            President of Aspect SemiQuip, and their relationships within the
            semiconductor industry. Their loss would seriously disrupt our
            operations.

      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 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.


                                       27
<PAGE>

      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.


                                       28
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      In connection with the Company's previously disclosed lawsuit, Merrill
Lynch Business Financial Services, Inc. v. Aspect SemiQuip International, et
al., the Company is providing a status update. The Company, on April 7, 2003, as
part of its answer, filed a counterclaim against Merrill Lynch, alleging breach
of the covenant of good faith and fair dealing in connection with the loan
agreements, interference with contract, and interference with business
relations, and is continuing its negotiations with Merrill Lynch as of the date
of this filing.

      On May 2, 2003, Scott Magoon, a former shareholder and employee of Aspect
Semiquip International, Inc., a subsidiary of the Registrant, filed a complaint
in the Dallas County, Texas court, naming DND Technologies, Inc., Aspect
Semiquip International, Inc., Semiquip, Inc. and Doug N. Dixon as defendants.
The complaint alleges that the defendants defrauded Mr. Magoon and requests,
among other forms of relief, that the court divest the Registrant of its wholly
owned subsidiary, Semiquip, Inc. The action has since been removed to federal
district court. If Mr. Magoon is successful in his claim, it is possible the
Company could lose its Texas operations, which would adversely affect our
operations as the Company's Texas operations account for approximately 33% of
the Company's total operations.

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 third quarter of 2003, the Company did not file any
                  current reports on Form 8-K.


                                       29
<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:  November 18, 2003

                                 DND TECHNOLOGIES, INC., a Nevada corporation


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


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