FORM 10-QSB

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

Quarterly
          Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 2005    Commission File No. 0-9996

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

|                                                                       |  |                                  
|---------------------------------------------------------------------- |  | ---------------------------------
|Minnesota                                                              |  | 41-1387074                       
|(State or other jurisdiction of
        incorporation or organization) |  | (IRS Employer Identification No.)

160 First Street S.E, New Brighton, MN 55112(Address of
principal executive offices)  (Zip Code)

(651) 633-1742(Issuers Telephone
Number)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.     YES    ̈    NO   ý

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     YES    ̈    NO   ý

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     YES   ý    NO    ̈

Indicate the number of shares
outstanding of each of the issuers classes of common stock as of the latest
practicable date.

|                        |  |                                 
|----------------------- |  | --------------------------------
|Class                   |  | Outstanding at November 10, 2005
|Common stock, par value |  | 7,253,639  shares               
|$.05 per share          |  |                                 

Transitional Small Business Disclosure Format (check one).    YES    ̈    NO   ý

---



DOTRONIX, INC.INDEX

Part I  Financial
Information

| |         |                                              
| | ------- | ---------------------------------------------
| | Item 1. | Financial Statements                         
| |         |                                              
| |         | Balance Sheets                               
| |         |                                              
| |         | Statements of Operations                     
| |         |                                              
| |         | Statements of Cash Flows                     
| |         |                                              
| |         | Notes to Financial Statements                
| |         |                                              
| | Item 2. | Managements Discussion and Analysis of      
| |         | Financial Condition and Results of Operations
| |         |                                              
| | Item 3. | Controls and Procedures                      
| |         |                                              

Part II  Other
Information

| |         |         
| | ------- | --------
| | Item 6. | Exhibits
| |         |         

2

---



PART I.  FINANCIAL INFORMATIONITEM 1.  FINANCIAL STATEMENTS

# DOTRONIX , INCCONDENSED BALANCE SHEETS

|                                                      | September 302005 | June 302005 |  
|----------------------------------------------------- | ---------------- | ----------- | -
|ASSETS:                                               | (UNAUDITED)      |             |  
|CURRENT ASSETS:                                       |                  |             |  
|Cash and cash equivalents                             |                  |             | $
|Accounts receivable, less allowance for doubtful      |                  |            
|accounts of $0 and $1,000 respectively                |                  |             |  
|Inventories                                           |                  |             |  
|Prepaid expenses                                      |                  |             |  
|                                                      |                  |             |  
|TOTAL CURRENT ASSETS                                  |                  |             |  
|                                                      |                  |             |  
|PROPERTY AND EQUIPMENT                                |                  |             |  
|                                                      |                  |             |  
|                                                      |                  |             |  
|TOTAL ASSETS                                          |                  |             | $
|                                                      |                  |             |  
|LIABILITIES AND STOCKHOLDERS'  DEFICIT                |                  |            
|                                                      |                  |             |  
|CURRENT LIABILITIES:                                  |                  |            
|Revolving loan payable to a related party             |                  |             | $
|Debt due to an affiliated party                       |                  |             |  
|Accounts payable                                      |                  |             |  
|Salaries, wages and payroll taxes                     |                  |             |  
|Other accrued liabilities                             |                  |             |  
|Deferred gain on sale of building to a related party  |                  |             |  
|                                                      |                  |             |  
|TOTAL CURRENT LIABILITIES                             |                  |             |  
|                                                      |                  |             |  
|STOCKHOLDERS' DEFICIT:                                |                  |            
|Common stock, $.05 par value,  12,000,000 authorized, |                  |            
|7,253,639 and 6,713,141 shares issued and             |                  |            
|outstanding, respectively                             |                  |             |  
|Additional paid-in capital                            |                  |             |  
|Accumulated deficit                                   |                  |             |  
|                                                      |                  |             |  
|TOTAL STOCKHOLDERS' DEFICIT                           |                  |             |  
|                                                      |                  |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT           |                  |             | $
|                                                      |                  |             |  

See notes to condensed financial statements

Note:  The balance sheet as of June 30, 2005 has been condensed from the audited
        financial statements.

3

---



# DOTRONIX , INCCONDENSED STATEMENTS OF OPERATIONS(UNAUDITED)

|                                                         | Three months ended September 30 | 
|-------------------------------------------------------- | ------------------------------- | 
|
|REVENUES                                                 |                                 | 
|                                                        
|COST OF SALES                                            |                                 | 
|                                                         |                                 | 
|GROSS MARGIN                                             |                                 | 
|                                                        
|SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE             |                                 | 
|                                                         |                                 | 
|LOSS FROM OPERATIONS                                     |                                 | 
|                                                         |                                 | 
|OTHER INCOME AND (EXPENSE)                               |                                 | 
|Interest expense                                         |                                 | 
|Gain on sale of property and equipment                   |                                 | 
|                                                         |                                 | 
|                                                         |                                 | 
|                                                         |                                 | 
|NET INCOME (LOSS)                                        |                                 | 
|                                                         |                                 | 
|NET INCOME (LOSS) PER COMMON SHARE - BASIC   AND DILUTED |                                 | 
|                                                         |                                 | 
|AVERAGE NUMBER OF COMMON SHARES                          |                                 | 
|OUTSTANDING - BASIC AND DILUTED                          |                                 | 
|                                                         |                                 | 

See notes to condensed financial statements

4

---



# DOTRONIX, INCCONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED)

|                                                                                      | Three months ended September 30 | 
|------------------------------------------------------------------------------------- | ------------------------------- | 
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                 |                                 | 
|Net income (loss)                                                                     |                                 | 
|Adjustment to reconcile net income (loss) to net cash                                 |                                 | 
|used in operating activities:                                                         |                                 | 
|Depreciation                                                                          |                                 | 
|Amortization of loan facility fee                                                     |                                 | 
|Gain on sale of property and equipment                                                |                                 | 
|Deferred gain on sale of building                                                     |                                 | 
|Stock compensation                                                                    |                                 | 
|Changes in operating assets and liabilities:                                          |                                 | 
|Accounts receivable                                                                   |                                 | 
|Inventories                                                                           |                                 | 
|Prepaid expenses                                                                      |                                 | 
|Accounts payable and other accrued liabilities                                        |                                 | 
|Salaries, wages and payroll taxes                                                     |                                 | 
|                                                                                      |                                 | 
|NET CASH USED IN OPERATING ACTIVITIES                                                 |                                 | 
|                                                                                      |                                 | 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                 |                                 | 
|Purchases of property and equipment                                                   |                                 | 
|Proceeds from sales of property and equipment                                         |                                 | 
|                                                                                      |                                 | 
|NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                   |                                 | 
|                                                                                      |                                 | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                 |                                 | 
|Borrowings on revolving loan payable to a related party                               |                                 | 
|                                                                                      |                                 | 
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                             |                                 | 
|                                                                                      |                                 | 
|NET DECREASE  IN CASH AND CASH EQUIVALENTS                                            |                                 | 
|                                                                                      |                                 | 
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      |                                 | 
|                                                                                      |                                 | 
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            |                                 | 
|                                                                                      |                                 | 
|SUPPLEMENTAL DISCLOSURES OF NONCASH                                                  
|FINANCING ACTIVITIES                                                                 
|Revolving loan payable to a related party and accrued interest                       
|converted to 318,246 shares of common stock                                           |                                 | 
|Debt to an affiliated party and accrued interest converted                           
|to 156,040 shares of common stock                                                     |                                 | 
|Lease obligation due to an affiliated party converted to                             
|66,212 shares of common stock                                                         |                                 | 
|Net operating assets transferred to a related party for payment                      
|of revolving loan (operating assets of $83,700; liabilities of
               $71,700 |                                 | 

See notes to condensed financial statements

5

---



DOTRONIX, INC.NOTES TO CONDENSED
FINANCIAL STATEMENTS

A.      Basis of Presentation

The condensed balance sheet as of
September 30, 2005, the condensed statements of operations for the three month periods
ended September 30, 2005 and 2004 and the condensed statements of cash flows for the three
month periods ended September 30, 2005 and 2004 have been prepared by the Dotronix, Inc.,
(the Company) without audit. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary to present fairly the financial
position, results of operations and cash flows as of September 30, 2005 and for the three
month periods ended September 30, 2005 and 2004 presented herein have been made.

Certain information and footnote
disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have been
condensed or omitted. These financial statements should be read in conjunction with the
Companys financial statements and notes thereto included in the Annual Report on
Form 10-KSB of the Company for the fiscal year ended June 30, 2005.

B.     Going Concern

The accompanying financials
statements have been prepared assuming the Company will continue as a going concern. The
Company has no current operations and has a working capital deficiency. Current cash and
cash available is not sufficient to fund operations beyond a short period of time. These
conditions create uncertainty as to the Companys ability to continue as a going
concern. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

C.     Accounting Policies

The Company believes that the
selection and application of its accounting policies are appropriately reasoned. The
following are the accounting policies that management believes require the most difficult,
subjective or complex judgments about matters that are inherently uncertain.

Stock Options

The Company uses the accounting
guidance of Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, for measurement and recognition of stock-based
transactions with employees. No compensation cost has been recognized for options issued
under the plans when the exercise price of the options is at least equal to the fair
market value of the common stock at the date of grant. Had compensation cost for the stock
options issued been determined based on the fair value at the grant date, consistent with
the provisions of SFAS No. 123,Accounting for Stock Based
Compensation, the Companys net income and income per share for the quarter
ended September 30, 2005, and the net loss and loss per share for the quarter ended
September 30, 2004, would not be materially different.

6

---



Income (Loss) Per Common
Share

Basic
net income (loss) per common share is computed by dividing net income (loss) by the
weighted average number of common shares outstanding. Diluted net income (loss) per common
share assumes the exercise of stock options and warrants using the treasury stock method,
if dilutive. All stock options and warrants have been excluded from net income (loss) per
common share calculations as they are anti-dilutive.

ITEM 2.  MANAGEMENTS
DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Plan of Operation

The Company is no longer engaged in
active business operations and is seeking a business venture in which to participate. The
selection of a business venture in which to participate is complex and risky and will be
made by Company management and directors in the exercise of their business judgment. There
is no assurance that the Company will be able to identify and align itself with, through a
merger or other types of business relationships, any business venture that will ultimately
prove to be beneficial to the Company and its shareholders.

The Companys current operating
plan is to maintain the administrative and reporting requirements of a public company. At
present, the Company has no understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no assurance that the Company will
identify a business venture suitable for acquisition in the future. Further, there can be
no assurance that the Company would be successful in consummating any business venture on
favorable terms, if at all, or that it will be able to profitably manage the business
venture it acquires.

Financial Condition,
Liquidity and Capital Resources

On September 12, 2005, a
Settlement Agreement and Mutual Release was executed between the Company and
its principal creditor, Terry L. Myhre. Under the terms of the transaction, Mr. Myhre
advanced $35,000 to the Company under an existing loan agreement established in April
2004, and the parties terminated the agreement by converting all debt and accrued interest
owed to Mr. Myhre to common stock of the Company at a conversion price of $1.50 per share,
or a total of 318,246 restricted shares of common stock. Under the settlement agreement
the parties mutually released each other from all claims arising under the original loan
agreement or otherwise. In connection with the transaction, Mr. Myhre signed a Securities
Purchase Agreement under which he agreed to purchase up to 26,667 restricted shares of
common stock at $1.50 per share upon notification by the Company of its need for funds.

7

---



On September 16, 2005 a
Settlement Agreement and Mutual Release was executed between the Company and
the Estate of William S. Sadler whereby the Estate agreed to convert all debt and accrued
interest owed it by the Company to common stock at a conversion price of $1.00 per share,
or a total of 156,040 restricted shares. In addition, the Estate agreed to release all
obligations under a lease between the Estate and the Company for 66,212 restricted shares
of Company common stock. The Company and the Estate mutually released each other from all
further claims.

Two of the former officers of the
Company, Kurt T. Sadler and Robert V. Kling, formed a corporation under the name Dotronix
Technology, Inc. (DTI). DTI purchased from Terry Myhre $12,000 of the secured
debt owed by the Company to Mr. Myhre. On September 12, 2005, an agreement was executed
between the Company and DTI whereby DTI acquired $83,700 of operating assets of the
Company and assumed $71,700 of liabilities in lieu of foreclosure of the security interest
held by DTI in the assets of the Company. The board of directors of the Company approved
the transaction based on its determination that it allows the Company to dispose of assets
that are no longer useful for the pursuit of a business with any meaningful future
potential, relieves the Company of certain liabilities, and will enable the Company to
seek a new business venture in which to participate in the future. In this regard, the
settlement of debt with Terry Myhre described above was conditioned on the Company
disposing of its assets and putting itself in the position where it could pursue other
prospects.

At September 30, 2005, the Company
had cash of $17,802 and a working capital deficit of $11,166. The Company has exercised
its option with Mr. Myhre to sell to him 26,667 common shares for $40,000.
 As of the filing of this report, the Company has received $10,000 of the $40,000 owed by Mr. Myhre,
which it intends to use to pay liabilities and ongoing expenses in the near
term.

In any event, if the Company is
unable to locate a business venture in which to participate, it is expected that the
Companys funds will be depleted in a relatively short period of time. Should that
occur, management will attempt to raise capital for its current operational needs through
loans from related parties, debt financing, equity financing or a combination of financing
options. However, there are no existing understandings, commitments or agreements for an
infusion of capital, there are no assurances to that effect and, if the Company cannot
obtain additional financing, its ability to continue as a going concern is doubtful.

Prior Operations

The following discussion of results
of operations pertains to the business operations that the Company disposed of in
September 2005. The discussion is provided for historical purposes and is not otherwise
meaningful with respect to any business operation that the Company may pursue in the
future, if any.

The Companys revenues decreased
by $218,527, or 77% during the three-month period ended September 30, 2005, as compared to
the three-month period ended September 30, 2004. The decrease was a continuation of the
downward trend in the use of CRT based displays, which was accelerated by the layoff of
substantially all of its employees in January 2005. Since January 2005 the Company has
engaged efforts to restructure the Company, and wind down its operations, which ceased in
September 2005. As a result of the substantial decrease in revenues, gross margin
decreased from $148,209 during for the quarter of fiscal year 2005 to $37,484 for the
first quarter of fiscal year 2006.

8

---



Selling, general, and administrative
expenses decreased substantially, by approximately 58%, to $152,121 for the three months
ended September 30, 2005 from $361,266 for the same period in 2004, as a result of the
lay-off of employees in January 2005 and the winding down of the Companys business
operations. Even with this reduction, the Company still recognized a loss from operations
of $114,637 for the three months ended September 30, 2005.

The Companys loss from
operations for the three months ended September 30, 2005, was offset by a one-time gain
from the recognition of the deferred gain from the sale of building to a related party. As
a result of this one-time gain, the Companys net income for the three-months ended
September 30, 2005 was $83,841.

# Forward-Looking
Statements

The Private Securities Litigation
Reform Act of 1985 provides a safe harbor for forward-looking statements made by the
Company, except where such statements are made in connection with an initial public
offering. All statements, other than statements of historical fact, which address
activities, actions, goals, prospects, or new developments that we expect or anticipate
will or may occur in the future, including such things as prospects for obtaining
additional capital and our goal of participating in a new business venture and other such
matters are forward-looking statements. Any one or a combination of factors could
materially affect our financial condition and ability to achieve our goal. These factors
include competition for business opportunities, unexpected costs or expenses, legal and
regulatory initiatives affecting shell corporations, and conditions in the capital
markets. Because of the factors listed above, risk factors identified in our Annual Report
on Form 10-KSB for the year ended June 30, 2005 filed with the Securities and Exchange
Commission, and other unknown factors beyond our control, actual results may differ from
those in the forward-looking statements.

Item 3.  CONTROLS AND
PROCEDURES

Evaluation of disclosure controls
and procedures.

The Companys Chief Executive
and Chief Financial Officer, Craig S. Laughlin, has reviewed the Companys disclosure
controls and procedures as of the end of the period covered by this report. Based upon
this review, the officer believes that the Companys disclosure controls and
procedures are effective in ensuring that information that is required to be disclosed by
the Company in reports that it files under the Securities Exchange Act of 1934 is
recorded, processed and summarized and reported within the time periods specified in the
rules of the Securities and Exchange Commission.

Changes in internal
controls.

There were no changes in the
Companys internal controls over financial reporting that occurred during the period
covered by this report that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.

9

---



PART II  OTHER
INFORMATION

Item 6. Exhibits

Exhibit Index

|31.1* | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|----- | ---------------------------------------------------------------------------------------------------
|31.2* | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1* | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2* | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed
herewith

SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

|Date:  November 11, 2005 | Dotronix, Inc.
|------------------------ | --------------

| |    |                                                                                                                                      | 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------ | 
| | By | /s/ Craig S. Laughlin                                                                                                                | 
| |    | Craig S. Laughlin
President and Chief
Financial Officer
(Principal Executive
Officer and Principal Financial
and accounting officer)

10

---