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

                                  FORM 10-QSB/A
                                 Amendment No. 1

  Quarterly Report of Small Business Issuers under Section 13 or 15(d) of the
 Securities Exchange Act of 1934 for the quarterly period ended March 31, 2004

                          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 incorporation or              (I.R.S. Employer
                 organization)                               Identification No.)

           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 September 10, 2004
             -----                      ------------------------------------
 Common stock, $0.001 par value                      23,000,000

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

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

<PAGE>

                             DND TECHNOLOGIES, INC.

                                Table of Contents

                                                                        Page
                                                                        ----

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

Item 1.  Consolidated Unaudited Financial Statements..................    2

Item 3.  Controls and Procedures......................................   24

PART II  OTHER INFORMATION............................................   25

Item 6.  Exhibits and Reports on Form 8-K.............................   25

SIGNATURES............................................................   29

                                EXPLANATORY NOTE

      This amendment on Form 10-QSB/A amends Item 1 of Part I of the Quarterly
Report of DND Technologies, Inc. (the "Company") on Form 10-QSB previously filed
for the quarter ended March 31, 2003. The purpose of this amendment is to amend
the Consolidated Unaudited Statements of Cash Flows to correct the increase in
inventories for the three months ended March 31, 2004. This correction did not
change the total net cash provided by operating activities.

      This amendment to the Company's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2004 amends and restates only those items of the
previously filed Form 10-QSB listed above. No other information contained in the
Company's Form 10-QSB for the quarter ended March 31, 2004 has been updated or
amended.

<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2004
                                   (UNAUDITED)

ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                             $  762,673
Accounts receivable, net of
  allowance for doubtful accounts                                      1,536,547
Inventories, net of allowance for obsolescence                         1,364,637
Prepaid expenses                                                          35,809
                                                                      ----------
Total current assets                                                   3,699,666
                                                                      ----------

PROPERTY AND EQUIPMENT, Net of
  accumulated depreciation                                               375,040
                                                                      ----------

OTHER ASSETS:
License agreements                                                     3,764,084
Deposits                                                                  32,602
                                                                      ----------
Total other assets                                                     3,796,686
                                                                      ----------

TOTAL ASSETS                                                          $7,871,392
                                                                      ==========

                                                                    (Continued)

<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (CONTINUED)
                                 MARCH 31, 2004
                                   (UNAUDITED)

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes payable, current portion                                     $    624,589
Line of credit due to Merrill Lynch
  (including interest)                                                  997,618
Capital leases payable, current portion                                  21,650
Lawsuit payable, current portion                                         70,000
Accounts payable and accrued expenses                                 1,571,469
Deposits from customers                                               1,388,960
Accounts payable, Lam Research Corporation                            1,993,109
Licenses payable                                                      3,996,600
Amounts due to related parties                                          436,050
                                                                   ------------
Total current liabilities                                            11,100,045
                                                                   ------------

COMMITMENTS AND CONTINGENCIES

LONG-TERM LIABILITIES, NET OF CURRENT PORTION:
Capital lease payable                                                    29,347
Lawsuit settlement                                                       70,000
                                                                   ------------
Total long-term liabilities, net of current portion                      99,347
                                                                   ------------

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                                                       1,957,160
Common stock subscribed                                                  55,000
Accumulated deficit                                                  (5,363,160)
                                                                   ------------
Total stockholders' deficit                                          (3,328,000)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $  7,871,392
                                                                   ============

See accompanying notes.

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


                                       2
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

                                                       2004             2003
                                                       ----             ----

REVENUE:
Systems and Chillers                               $ 1,733,866      $   142,501
Parts, assemblies and consumables                    1,507,224        1,097,909
Field service and training                              49,685          456,560
                                                   -----------      -----------
Total revenue                                        3,290,775        1,696,970
                                                   -----------      -----------

COST OF REVENUE:
Cost of revenues                                     1,930,155        1,022,534
Reserve for slow moving
  and obsolete inventory                                                 16,970
                                                   -----------      -----------
Total cost of revenue                                1,930,155        1,039,504
                                                   -----------      -----------

GROSS PROFIT                                         1,360,620          657,466
                                                   -----------      -----------

OPERATING EXPENSES:
Research and development                                15,187           16,121
Sales and marketing                                    416,532          236,662
General and administrative                             431,597          429,347
                                                   -----------      -----------
Total operating expenses                               863,316          682,130
                                                   -----------      -----------

INCOME (LOSS) FROM OPERATIONS                          497,304          (24,664)
                                                   -----------      -----------

OTHER INCOME (EXPENSE)
Interest expense                                       (94,123)         (90,255)
Lawsuit settlement                                    (140,000)               0
Other income                                                 0              223
                                                   -----------      -----------
Other expense, net                                    (234,123)         (90,032)
                                                   -----------      -----------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE                263,181         (114,696)

INCOME TAX EXPENSE (BENEFIT)                               800           (2,932)
                                                   -----------      -----------

NET INCOME (LOSS)                                  $   262,381      $  (111,764)
                                                   ===========      ===========

                                                                     (Continued)


                                       3
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS - Continued
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

                                                         2004           2003
                                                         ----           ----

NET INCOME (LOSS) PER COMMON SHARE:
  Basic                                              $      0.01    $      (.01)
                                                     ===========    ===========
  Diluted                                            $      0.01    $      (.01)
                                                     ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING AND SUBSCRIBED:
     Basic                                            23,000,000     22,666,667
                                                     ===========    ===========
     Diluted                                          24,909,690     22,666,667
                                                     ===========    ===========

See accompanying notes.

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


                                       4
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                           Stock Subscribed             Common Stock
                      -------------------------   -------------------------     Paid-in     Accumulated
                        Shares        Amount        Shares        Amount        Capital       Deficit         Total
                        ------        ------        ------        ------        -------       -------         -----
<S>                     <C>         <C>            <C>          <C>           <C>           <C>            <C>
BALANCE,
  DECEMBER 31, 2003     1,100,000   $    55,000    23,000,000   $    23,000   $ 1,957,160   $(5,625,541)   $(3,590,381)

NET INCOME                      0             0             0             0             0       262,381        262,381
                      -----------   -----------   -----------   -----------   -----------   -----------    -----------

BALANCE,
  MARCH 31, 2004        1,100,000   $    55,000    23,000,000   $    23,000   $ 1,957,160   $(5,363,160)   $(3,328,000)
                      ===========   ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

See accompanying notes.

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


                                       5
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

                                                         2004           2003
                                                         ----           ----

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                    $   262,381      $(111,764)
Adjustments to reconcile net income (loss)
  to net cash provided by operating
  activities:
  Depreciation                                            44,880         50,971
  Amortization                                           136,245         87,258
  Provision for slow moving and
    obsolete inventories                                  16,970
  Loss on disposal of fixed asset                          2,349
  Changes in operating assets
    and liabilities:
    Accounts receivable                                 (482,986)      (221,366)
    Inventories                                         (325,776)       164,774
    Prepaid expenses and other assets                      8,036           (791)
    Accounts payable and accrued expenses                (13,293)       249,817
    Deposits from customers                            1,183,960
    Accrued expenses and amounts due
      to related parties                                 (81,340)         2,545
                                                     -----------      ---------
Net cash provided by operating activities                734,456        238,414
                                                     -----------      ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayment on line of credit                           (5,992)
Principal payments on long-term debt                    (113,297)          (942)
                                                     -----------      ---------
Net cash used by financing
  activities                                            (119,289)          (942)
                                                     -----------      ---------

NET INCREASE IN CASH AND CASH EQUIVALANTS                604,872        237,472

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                      157,801        199,880
                                                     -----------      ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD             $   762,673      $ 437,352
                                                     ===========      =========

                                                                     (Continued)


                                       6
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

                                                         2004             2003
                                                         ----             ----

SUPPLEMENTARY DISCLOSURE
   OF CASH FLOW INFORMATION:
Cash paid for interest                                  $63,152         $117,486
                                                        =======         ========
Cash paid for taxes                                     $     0         $      0
                                                        =======         ========

SCHEDULE OF NON-CASH INVESTING
   AND FINANCING ACTIVITIES:
Common stock issued for
  accounts payable                                      $     0         $160,000
                                                        =======         ========
Cancellation of capital lease
  and return of asset to vendor                         $ 9,202         $      0
                                                        =======         ========

See accompanying notes.

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


                                       7
<PAGE>

                      DND TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

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 three months ended
      March 31, 2004, are not necessarily indicative of the results that may be
      expected for the year ended December 31, 2004. Accordingly, you attention
      is directed to footnote disclosures found in the December 31, 2003 Annual
      Report and particularly to Note 1, which includes a summary of significant
      accounting policies.

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

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

      ASI is a supplier of semiconductor manufacturing equipment and also
      supplies complete after market support of the aforementioned equipment,
      which currently includes Lam AutoEtch, Rainbow, and TCP plasma etch
      systems, plus products manufactured on the Matrix System One and Ten
      platforms. Elements of support include spare parts and assemblies, and
      various engineering services.


                                       8
<PAGE>

      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
      incurred significant operating losses in 2003 and 2002 and has negative
      working capital and a stockholders' deficit. These factors raise
      uncertainty as to the Company's ability to continue as a going concern.

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

      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, age of account balance, 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.


                                       9
<PAGE>

      License Agreements - The Company has license agreements, which are being
      amortized using the straight-line method over the life of the contract
      with Lam Research Corporation ("Lam") (8 years) and Axcelis Technologies,
      Inc. ("Axcelis") (7 years) (see Notes 6 and 7).

      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

      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 three months ended March 31,
      2004.

      Product Warranty Provision - ASI provides a warranty provision on sales of
      its systems to cover anticipated repairs and/or replacement. The warranty
      on selected systems ranges from ninety days to twelve months from date of
      acceptance, not to exceed fourteen months from the ship date.

      Preferred Stock - The Company has approved the creation of a Preferred
      Stock. As of this date no shares have been authorized and no terms or
      rights attributable to this stock have been created.


                                       10
<PAGE>

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

      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.

      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. For the
      three months ended March 31, 2004 and 2003, the Company charged to
      operations $0 and $2,800, respectively.

      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 tax assets and liabilities are
      adjusted through the provision for income taxes.

      Concentration of Risk - Financial instruments which potentially subject
      the Company to concentrations of credit risk consist principally of cash
      and trade accounts receivable. The Company places its temporary cash
      investments in reputable financial institutions. At March 31, 2004,
      approximately $563,000 represents deposits in excess of Federally insured
      limits.


                                       11
<PAGE>

      Concentration of credit risk with respect to trade receivables is limited
      due to the large number of customers comprising the Company's customer
      base and their dispersion across different geographic areas. The Company
      routinely assesses the financial strength of its customers. At March 31,
      2004, the Company had one customer whose balance was 37% of net accounts
      receivable.

      Significant Customers - For the three months ended March 31, 2004 and
      2003, the Company had four customers and two customers, respectively,
      whose revenues exceeded 10% of total revenues (2004 - 10%, 13%, 16%, and
      18%; 2003 - 27% and 14%).

      Revenues in 2004 outside the United States included Europe (27%), Asia
      (7%) and Canada (7%).

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

      Disclosure About Fair Value of Financial Instruments - The Company
      estimates that the fair value of all financial instruments as of March 31,
      2004, 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.

      Recently-Issued Accounting Pronouncements - In January 2003 the FASB
      issued Interpretation 46 "Consolidation of Variable Interest Entities, an
      interpretation of ARB No. 51". This Interpretation requires a Company to
      consolidate the financial statements of a "Variable Interest Entity"
      ("VIE"), sometimes also known as a "special purpose entity", even if the
      entity does not hold a majority equity interest in the VIE. The
      Interpretation requires that if a business enterprise has a "controlling
      financial interest" in a VIE, the assets, liabilities, and results of the
      activities of the VIE should be included in consolidated financial
      statements with those of the business enterprise, even if it holds a
      minority equity position. This


                                       12
<PAGE>

      Interpretation was effective immediately for all VIE's created after
      January 31, 2003; for the first fiscal year or interim period beginning
      after June 15, 2003 for VIE's in which a Company holds a variable interest
      that it acquired before February 1, 2003. In December 2003, the FASB
      issued a revision to FIN 46 ("FIN46R") to clarify some of the provisions
      of FIN 46. The Company currently has no entities which have the
      characteristics of a variable interest entity. Furthermore, the Company's
      adoption of the remaining provisions of FIN 46R in the quarter ending
      March 31, 2004 did not have an impact on the Company's financial
      statements.

      In December 2003, the FASB issued SFAS 132R. This Statement revises
      employers' disclosures about pension plans and other postretirement
      benefit plans. It does not change the measurement or recognition of those
      plans required by FASB Statements No. 87, "Employers' Accounting for
      Pensions", No. 88, "Employers' Accounting for Settlements and Curtailments
      of Defined Benefit Pension Plans and for Termination Benefits", and No.
      106, "Employers' Accounting for Postretirement Benefits Other Than
      Pensions. This Statement retains the disclosure requirements contained in
      FASB Statement No. 132, "Employers' Disclosures About Pensions and Other
      Postretirement Benefits", which it replaces. It requires additional
      disclosures to those in the original Statement No. 132 about the assets,
      obligations, cash flows, and net periodic benefit cost of defined benefit
      pension plans and other defined benefit postretirement plans. The Company
      adopted the provisions of SFAS No. 132R on January 1, 2004.

      The Company does not believe that any of these recent accounting
      pronouncements will have a material impact on their financial position or
      results of operations.

      Reclassifications - Certain 2003 amounts have been reclassified to conform
      to 2004 presentations.

2.    ACCOUNTS RECEIVABLE

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

      Accounts receivable                                       $1,570,547
      Allowance for doubtful accounts                               34,000
                                                                ----------

      Net accounts receivable                                   $1,536,547
                                                                ==========


                                       13
<PAGE>

      Allowance For Doubtful Accounts:

      Balance, January 1, 2004                                $    34,000
      Additions for the year                                            0
      Collection of accounts previously written off                     0
                                                              -----------

      Balance, March 31, 2004                                 $    34,000
                                                              ===========

3.    INVENTORIES

      The inventories are comprised of the following:

      Parts and materials                                     $ 3,814,946
      Work-in-process                                             562,773
      Allowance for obsolescence                               (3,013,082)
                                                              -----------

                                                              $ 1,364,637
                                                              ===========

4.    PROPERTY AND EQUIPMENT

      Property and equipment and accumulated depreciation at March 31, 2004
      consist of:

      Office, furniture, fixtures and equipment               $   345,890
      Leasehold improvements                                      437,544
      Machinery and equipment                                     323,938
      Laboratory tools                                             25,833
                                                              -----------
                                                                1,133,205
      Less accumulated depreciation                               758,165
                                                              -----------

      Total property and equipment                            $   375,040
                                                              ===========

5.    LICENSE AGREEMENT AND PAYABLE, LAM RESEARCH CORPORATION

      In November 2002, ASI entered into an asset purchase and licensing
      agreement with Lam. Under the agreement, ASI purchased approximately $2.1
      million of inventory (see Note 11) 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 after
      imputing interest at 6%.


                                       14
<PAGE>

      Estimated amortization of the license agreement is as follows:

      December 31, 2004                                       $   523,551
      December 31, 2005                                           523,551
      December 31, 2006                                           523,551
      December 31, 2007                                           523,551
      December 31, 2008                                           523,551
      Thereafter                                                1,134,359
                                                              -----------

                                                              $ 3,752,114
                                                              ===========

      Future minimum payments under the agreement are as follows:

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

      December 31, 2004                            $  672,000   $  486,134
      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
                                                   ----------   ----------

                                                   $4,816,000   $3,942,774
                                                   ==========   ==========

      The Company has questioned the realized value of the products received and
      is currently in default on its payments. Negotiations are in process with
      Lam to revise the terms and dollar value of repayment; accordingly, the
      full amount has been classified as current in the consolidated balance
      sheet.

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

      In November 2003, the Company entered into an agreement with Axcelis,
      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 a License fee of
      $150,000 plus 18% of net revenues (from these sales) per quarter until a
      $2,750,000 fee has been paid and a royalty on related sales ranging from
      10% to 2% through December 31, 2010.


                                       15
<PAGE>

      Estimated amortization of the license fee is as follows:

      December 31, 2004                                       $  21,428
      December 31, 2005                                          21,428
      December 31, 2006                                          21,428
      December 31, 2007                                          21,428
      December 31, 2008                                          21,428
      Thereafter                                                 41,074
                                                              ---------

                                                              $ 148,214
                                                              =========

      The license and royalty payable at March 31, 2004 consisted of the
      following:

      License payable                                         $  99,230
      Royalty payable                                            27,350
                                                              ---------

      Total License and Royalty Payable                       $ 126,580
                                                              =========

7.    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 is accrued at Libor plus 2.75% (5.84% at March 31, 2004). 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.

      On May 14, 2004, the Company entered into an agreement with Merrill Lynch
      which provides for the dismissal of all litigation between the companies
      and the restructure of the outstanding balance of the line of credit and
      the term loan (see Note 8) into a term loan.

8.    NOTES PAYABLE, OTHER

      On May 19, 2001, the Company received a $250,000         $111,520
      term loan from Merrill Lynch Business Financial
      Services, Inc.  The loan is payable in sixty
      monthly installments of $4,167, including interest
      at Libor plus 2.75% with an effective rate of
      5.84% at March 31, 2004.  The loan is secured
      by the same assets as the line of credit to
      Merrill Lynch and has been restructured into the
      term loan as referenced in Note 7


                                       16
<PAGE>



      A note payable, bearing interest at 12% was due           200,000
      in November 2003, required monthly interest
      payments of $2,000 and is secured by a second
      lien on the receivables and inventory of ASI . 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)

      A note payable to an individual.  On June 12, 1997,        23,719
      the Company acquired 35% of the outstanding stock
      of ASI from the former president of ASI and
      issued a note payable to the seller for $483,630.
      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.  The final payment was
      made on May 14, 2004

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

      Total (all current)                                      $624,589
                                                               ========

9.    CAPITAL LEASES PAYABLE

      The Company leases various assets under capital leases. The leases require
      thirteen to sixty monthly payments that vary from $286 to $1,626,
      including interest at 6% to 19%. The leases mature September 2005 through
      October 2008.

      Future minimum lease payments under the leases are a follows:

      December 31, 2004                                       $  26,520
      December 31, 2005                                          21,642
      December 31, 2006                                           7,008
      Thereafter                                                 11,704
                                                              ---------
       Total                                                     66,874
      Less amount representing interest                         (15,877)
                                                              ---------

      Present value of future minimum lease payments             50,997
      Less current portion                                      (21,650)
                                                              ---------

      Long-term portion                                       $  29,347
                                                              =========


                                       17
<PAGE>

10.   LAWSUIT SETTLEMENT

      On April 30, 2004, the Company and a former employee settled
      counter-claims against each other arising from the employee's prior
      association with the Company. The Company has recorded the entire
      settlement payable to the employee, $140,000, as of March 31, 2004.
      Payments in the amount of $10,000 per month begin September 1, 2004 and
      continue until October 1, 2005, without interest.

      Future minimum payments under the agreement are a follows:

      December 31, 2004                                           $ 40,000
      December 31, 2005                                            100,000
                                                                  --------
       Total                                                      $140,000
                                                                  ========

11.   ACCOUNTS PAYABLE, LAM RESEARCH CORPORATION

      The inventory purchase from Lam (see Note 5) is due in equal monthly
      installments beginning in July 2003.

      The Company has questioned the realized value of the products received and
      is currently in default on its payments. Negotiations are in process with
      Lam to revise the terms and dollar value of repayment; accordingly, the
      full amount has been classified as current in the consolidated balance
      sheet.

12.   AMOUNTS DUE TO RELATED PARTIES

      The due to related parties at March 31, 2004 consists of the following:

      Notes payable to Chairman of Company at 7.0%                $120,000
      Accrued interest on notes payable                             35,890
      Accrued officer's salaries                                   280,160
                                                                  --------

      Total Amount Due To Related Parties                         $436,050
                                                                  ========

13.   INCOME TAXES

      Provision (Benefit)

      The provision for income taxes for the three months ended March 31, 2004
      represents primarily California franchise taxes and consists of the
      following:


                                       18
<PAGE>

                                                                    2004
                                                                    ----

      Current                                                     $    800
      Deferred                                                    $      0

      Deferred Tax Components

      Significant components of the Company's deferred tax assets are as follows
      at March 31, 2004:

      Net operating loss carryforwards                        $   928,000
      Timing difference for expense deductions                     30,000
                                                              -----------
                                                                  958,000
      Less valuation allowance                                   (958,000)
                                                              -----------

      Net deferred tax assets                                 $         0
                                                              ===========

       Summary of valuation allowance:

      Balance, January 1, 2004                                $ 1,083,000
      Reduction for the three months ended March 31, 2004        (125,000)
                                                              -----------

      Balance, March 31, 2004                                 $   958,000
                     === ====                                 ===========

      In assessing the realizeability of deferred tax assets, management
      considers whether it is more likely than not that some portion or all of
      the deferred tax assets is dependent upon the generation of future taxable
      income during the periods in which those temporary differences become
      deductible. Management considers the scheduled reversal of deferred tax
      liabilities, projected future taxable income and tax planning strategies
      in making this assessment.


                                       19
<PAGE>

14.   NET OPERATING LOSSES

      The Company has the following net operating loss carryforwards:

<TABLE>
<CAPTION>
                                                                             Aspect
                                                                            Semiquip
                                                                          International
                                                                               Inc.
                                                             DND               and
                                                         Technologies        Semiquip
        Year of Loss         Expiration Date                 Inc.               Inc.             Total
        ------------         ---------------                 ----               ----             -----
<S>                        <C>                            <C>                <C>              <C>
      December 31, 1997    December 31, 2017              $   82,403         $       0        $   82,403
      December 31, 1998    December 31, 2018                  17,297                 0            17,297
      December 31, 2000    December 31, 2020                 117,915                 0           117,915
      December 31, 2001    December 31, 2021                 142,448           134,299           276,747
      December 31, 2002    December 31, 2022               1,507,813                 0         1,273,204
      December 31, 2003    December 31, 2023               2,876,627                 0         2,876,627
                                                          ----------         ---------        ----------
                           Subtotal                        4,744,503           134,299         4,878,802
      Less estimated use March 31, 2004                     (234,609)         (134,299)         (368,908)
                                                          ----------         ---------        ----------

                                                          $4,509,894         $       0        $4,509,894
                                                          ==========         =========        ==========
</TABLE>

      $360,063 of DND Technology, Inc.'s loss can only be used to offset income
      derived by that company.

15.   COMMITMENTS AND CONTINGENCIES

      Real Estate Leases

      The Company leases its Arizona and Texas facilities under operating leases
      which expire in November 2007 and November 30, 2008, respectively. Rent
      expense in 2004 and 2003 amounted to $107,167 and $93,709, respectively.

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

      December 31, 2004                                       $   279,000
      December 31, 2005                                           293,000
      December 31, 2006                                           302,000
      December 31, 2007                                           299,000
      December 31, 2008                                           122,000
                                                              -----------

      Total                                                   $ 1,295,000
                                                              ===========


                                       20
<PAGE>

16.   EMPLOYEE STOCK OPTIONS

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

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

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

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

      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.


                                       21
<PAGE>

      A summary of the option activity for the three months ended March 31,
      2004, pursuant to the terms of the Plan is as follows:

      Options outstanding at January 1, 2004            4,774,226     $.06
      Granted                                                   0     $.00
      Exercised                                                 0     $.00
      Cancelled and expired                                     0     $.00
                                                        ---------

      Options outstanding at March 31, 2004             4,774,226
                                                        =========

      3,004,226 shares are exercisable at March 31, 2004.

      Information regarding stock options outstanding as of March 31, 2004 is as
      follows:

      Price                                                           $   .06
      Weighted average exercise price                                 $   .06
      Weighted average remaining contractual life           9 years, 4 months

      The weighted average fair value of options granted in the year ended
      December 31, 2003 were estimated as of the date of grant using the
      Black-Scholes stock option pricing model, based on the following weighted
      average assumptions:

      Dividend yield                                                      $ -0-
      Expected volatility                                                   50%
      Risk-free interest rate                                             4.37%
      Expected life                                                    10 years

      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 income:
              As reported                                              $262,381
       Proforma                                                        $258,263

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


                                       22
<PAGE>

17.   MANAGEMENT PLANS IN REGARDS TO GOING CONCERN

      Management's plans include, but are not limited to, renegotiating the Lam
      agreement, negotiating a long-term payment plan for the Merrill Lynch line
      of credit, increasing revenue by continuing to expand the legacy product
      lines, and obtaining additional equity or debt financing from investors.


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


                                       23
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

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

      (b) In addition, there have been no changes in our internal control over
financial reporting identified in connection with the evaluation that occurred
during the last fiscal quarter that have materially affected, or that are
reasonably likely to materially affect, our internal control over financial
reporting.


                                       24
<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


                                       25
<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: September 10, 2004

                                DND TECHNOLOGIES, INC., a Nevada corporation


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


                                       26