# FORM 10-QSB

# SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

|For the Quarter Ended December 31, 2003                           |  | Commission File No. 0-9996
|----------------------------------------------------------------- |  | --------------------------
|                                                                 
|DOTRONIX, INC.                                                   
|                                                                 
|(Exact name of small business issuer as specified in its charter)
|                                                                 
|Minnesota                                                         |  | 41-1387074                
|                                                                  |  |                           
|(State or other jurisdiction of                                   |  | (I.R.S. Employer          
|incorporation or organization)                                    |  | Identification No.)       
|                                                                 
|160 First Street, SE, New Brighton, MN 55112                     
|                                                                 
|(Address of principal executive offices)                         
|                                                                 
|651-633-1742                                                     
|                                                                 
|(Issuers telephone number)                                      

Check whether the registrant (1) has
filed all reports required to be filed by section 13 or 15 (d) of the Exchange Act 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  X
               
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 February 19, 2004
|--------------------------------------- |  | --------------------------------
|Common stock, par value $ .05 per share |  | 4,186,741 shares                

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DOTRONIX, INC.

INDEX

Part I.   Financial Information Item 1.    Financial Statements (Unaudited)  Balance Sheets  Statements of Operations  Statements of Cash Flows  Notes to Financial Statements  Item 2.    Managements
Discussion and Analysis or Plan of Operation  Item 3.    Controls and Procedures  Part II.   Other Information Item 6.    Exhibits and Reports on Form 8-K  Signatures Exhibit Index


2

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PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

DOTRONIX, INC.
BALANCE SHEETS
(UNAUDITED)

|December 312003                                     |  | June 302003
|--------------------------------------------------- |  | -----------
|CURRENT ASSETS:                                     |  |            
|Cash and cash equivalents                           |  |            
|Accounts receivable, less allowance for doubtful    |  |            
|accounts of $7,600                                  |  |            
|Life Insurance proceeds receivable                  |  |            
|Inventories                                         |  |            
|Prepaid expenses                                    |  |            
|                                                    |  |            
|TOTAL CURRENT ASSETS                                |  |            
|PROPERTY, PLANT AND EQUIPMENT                       |  |            
|ASSETS HELD FOR SALE                                |  |            
|                                                    |  |            
|TOTAL ASSETS                                        |  |            
|                                                    |  |            
|LIABILITIES AND STOCKHOLDERS DEFICIT               |  |            
|CURRENT LIABILITIES:                                |  |            
|Revolving loans payable to a related party          |  |            
|Demand  notes                                       |  |            
|Accounts payable                                    |  |            
|Accrued salaries, wages and payroll taxes           |  |            
|Current portion-deferred gain on sale of building   |  |            
|to a related party                                  |  |            
|Other accrued liabilities                           |  |            
|                                                    |  |            
|TOTAL CURRENT LIABILITIES                           |  |            
|DEFERRED GAIN ON SALE OF BUILDING                   |  |            
|TO A RELATED PARTY                                  |  |            
|STOCKHOLDERS DEFICIT                               |  |            
|Common stock, $.05 par value, 12,000,000 authorized |  |            
|4,180,341 shares issued and outstanding             |  |            
|Additional paid-in capital                          |  |            
|Accumulated deficit                                 |  |            
|                                                    |  |            
|TOTAL STOCKHOLDERS DEFICIT                         |  |            
|                                                    |  |            
|TOTAL LIABILITIES AND                               |  |            
|STOCKHOLDERS DEFICIT                               |  |            
|                                                    |  |            

See notes to financial statements.

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DOTRONIX, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)

|                      | Three Months EndedDecember 31 |  | Six Months EndedDecember 31
|--------------------- | ----------------------------- |  | ---------------------------
|
|REVENUES              |                               |  | $                          
|COST OF SALES         |                               |  |                            
|                      |                               |  |                            
|GROSS MARGIN          |                               |  |                            
|SELLING, GENERAL AND  |                               | 
|ADMISTRATIVE EXPENSE  |                               |  |                            
|                      |                               |  |                            
|LOSS FROM OPERATIONS  |                               |  |                            
|INTEREST EXPENSE      |                               |  |                            
|                      |                               |  |                            
|NET LOSS              |                               |  | $                          
|                      |                               |  |                            
|NET LOSS PER COMMON   |                               | 
|SHARE  BASIC AND     |                               | 
|DILUTED               |                               |  | $                          
|AVERAGE NUMBER OF     |                               | 
|COMMON SHARES  BASIC |                               | 
|AND DILUTED           |                               |  |                            

See notes to financial statements

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DOTRONIX, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                      | Six Months Ended December 31
|----------------------------------------------------- | ----------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES:                
|Net loss                                              |                             
|Adjustment to reconcile net loss to net cash          |                             
|provided (used) by operating activities:              |                             
|Depreciation and amortization                         |                             
|Deferred gain on sale of building                     |                             
|Inventory write-down                                  |                             
|Life insurance proceeds receivable                    |                             
|Change in operating assets and liabilities:           |                             
|Accounts receivable                                   |                             
|Inventories                                           |                             
|Prepaid expenses and other assets                     |                             
|Accounts payable and other accrued liabilities        |                             
|Accrued salaries, wages and payroll taxes payable     |                             
|                                                      |                             
|NET CASH  PROVIDED (USED) BY OPERATING ACTIVITIES     |                             
|                                                      |                             
|CASH FLOWS FROM INVESTING ACTIVITIES:                 |                             
|Purchases of property, plant and equipment            |                             
|                                                      |                             
|CASH FLOWS FROM FINANCING ACTIVITIES:                 |                             
|Borrowings on revolving loan and demand notes         |                             
|Repayments on revolving loan                          |                             
|                                                      |                             
|NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES      |                             
|                                                      |                             
|NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                             
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD      |                             
|                                                      |                             
|CASH AND CASH EQUIVALENTS AT THE END OF PERIOD        |                             
|                                                      |                             

See notes to financial statements

5

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DOTRONIX, INC.

NOTES TO FINANCIAL STATEMENTS

A.   Basis of Presentation

This Form 10-QSB contains certain
forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. For this purpose any statements contained in this Form 10-QSB that are not
statements of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as may,will, expect, believe, anticipate,estimate, continue or
comparable terminology are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and uncertainties, and actual
results may differ materially depending on a variety of factors, many of which are not
within the Companys control. These factors include but are not limited to economic
conditions generally and in the industries in which the Companys customers
participate; competition within the Companys industry, including competition from
much larger competitors; technological advances which could render the Companys
products less competitive or obsolete; failure by the Company to successfully develop new
products or to anticipate current or prospective customersproduct needs; price
increases or supply limitations for components purchased by the Company for use in its
products; availability of sufficient financing and delays, reductions, or cancellations
of orders previously placed with the Company.

The balance sheet as of December 31,
2003, the statements of operations for the three and six month periods ended December 31,
2003 and 2002 and the statements of cash flows for the six month periods ended December
31, 2003 and 2002 have been prepared by 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 at December
31, 2003 and for the three and six months periods ended December 31, 2003 and 2002
presented herein have been made.

Certain information and footnote
disclosures normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted. It is suggested
that these financial statements 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, 2003.

B.   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 quarter ended December 31, 2003 and
2002 net loss and loss per share would have been changed to the pro forma
amounts indicated below:

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|                                                        | Quarters ended December 31
|------------------------------------------------------- | --------------------------
|
|Net loss as reported                                    |                           
|Deduct: Total stock-based employee compensation expense |                           
|determined under the fair value met                     |                           
|                                                        |                           
|Pro forma net loss                                      |                           
|                                                        |                           
|Loss per share:                                         |                           
|Basic and diluted - as reported                         |                           
|                                                        |                           
|Basic and diluted - pro forma                           |                           
|                                                        |                           

C.   Critical Accounting Policies and Accounting Pronouncements

CRITICAL ACCOUNTING POLICIES

The Company has credit policies that
establish specific criteria related to credit worthiness that its customers must meet
prior to the shipment of product to the customer. The Company periodically makes limited
and selective exceptions to its policy of not shipping to customers with overdue balances
when the particular customer has met specific criteria that are indicative of such
customers ability to pay their past due and future balances.

The Company does not accept returns
from customers without its prior authorization. Returns are typically accepted only for
damaged or defective goods, or for pricing or shipping discrepancies. The Company
reserves the right to refuse authorization of any returns. If the Company accepts an
unauthorized return or if a return is the result of a customer error, the customer may be
subject to a 10% handling charge. The Company reserves the right to cancel open orders or
backorders for those customers who abuse or excessively use return privileges.

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.

Inventory Valuation An
inventory write-down is established to reduce inventory to the lower of cost or market
for estimated surplus and discontinued inventory items. The amount of the inventory
write-down is determined by analyzing historical and projected sales information, plans
for discontinued products and other factors. Changes in sales volumes due to unexpected
economic or competitive conditions are among the factors that would result in materially
different amounts for this item. Because there is considerable uncertainty in the
continuation of current sales trends, additional inventory write-downs may be required if
revenues remain at current levels, or continue to decline in future periods.

Allowance for Doubtful Accounts An allowance is established for estimated uncollectible accounts receivable. The
required allowance is determined by reviewing customer accounts and making estimates of
amounts that may be uncollectible. Factors considered in determining the amount of the
reserve include the age of the receivable, the financial condition of the customer,
general business and economic conditions, and other relevant facts and circumstances.
Unexpected changes in the aforementioned factors would result in materially different
amounts for this item.

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Recognition of Revenue The
Company recognizes revenue when title of the goods passes to the customer.

Assets Held for Sale Assets
held for sale are carried at the lower of their carrying value or fair value less
estimated selling costs. Depreciation on assets held for sale is discontinued. If the
assets are not sold within a reasonable time period, they will be reclassified as held
and used and recorded at the lower of (a) the carrying valued of the assets before being
classified as held for sale, adjusted for depreciation expense that would have been
recognized had the assets been continually classified as held and used or (b) the fair
value on the date the assets are reclassified as held and used.

ACCOUNTING PRONOUNCEMENTS

In April 2003, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities.SFAS No. 149 amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities.The changes
in SFAS No. 149 improve financial reporting by requiring that contracts with comparable
characteristics be accounted for similarly. SFAS No. 149 is effective for contracts
entered into or modified after June 30, 2003, and all provisions should be applied
prospectively. The adoption of SFAS 146 in fiscal 2004 had no effect on the Companys
financial statements.

In May 2003, the FASB issued SFAS
No. 150, Accounting For Certain Financial Instruments with Characteristics of both
Liabilities and Equity. SFAS No. 150 changes the accounting for certain financial
instruments with characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity. The new accounting guidance
contained in SFAS No. 150 requires that those instruments be classified as liabilities in
the balance sheet.

SFAS No. 150 affects the issuers
accounting for three types of freestanding financial instruments. One type is mandatorily
redeemable shares that the issuing company is obligated to buy back in exchange for cash
or other assets. A second type includes put options and forward purchase contracts that
involves instruments that do or may require the issuer to buy back some of its shares in
exchange for cash or other assets. The third type of instruments that are liabilities
under SFAS No. 150 are obligations that can be settled with shares whose monetary value
is fixed, tied solely or predominantly to a variable such as a market index, or varies
inversely with the value of the issuers shares. SFAS No. 150 does not apply to
features embedded in a financial instrument that is not a derivative in its entirety.

Most of the provisions of SFAS No.
150 are consistent with the existing definition of liabilities in FASB Concepts Statement
No. 6, Elements of Financial Statements.The remaining provisions are consistent
with the FASBs proposal to revise that definition to encompass certain obligations
that a reporting entity can or must settle by issuing its own shares. SFAS No. 150 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, except for mandatorily redeemable financial instruments of a non-public entity,
as to which the effective date is for fiscal periods beginning after December 15, 2003.
The adoption of SFAS 150 in fiscal 2003, had no effect on the Companys financial
statements.

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ITEM 2.   MANAGEMENTS DISCUSSIONAND ANALYSIS OR PLAN OF OPERATION

OVERVIEW AND NEW BUSINESS PLAN

The Company, founded in 1980, was
formerly a supplier and original equipment manufacturer of cathode ray tube (CRT)
displays. The demand for CRT displays, however, has declined over the last several years,
primarily due to the introduction of new display technologies. In response to this
decline and to opportunities arising from the new technologies, the Company closed its
manufacturing facility in January 2003 and began to develop a new business plan. Pursuant
to the Companys new business plan, the Company plans to provide video signage
systems to end users such as restaurants and advertising companies operating traditional
sign boards in malls and convenience stores. The Company intends to offer complete
packages for such systems (including design, installation and maintenance) to potential
customers. At least in the short term, the Company intends to outsource all or most of
the installation and maintenance services. The necessary computer software will be
acquired from a third party; negotiations with that party are currently ongoing. The
Company will limit its reduced manufacturing capacities to the designing and testing of
prototype units and specialty applications, such as the Mega-Screen rear projection
unit, and most manufacturing will be outsourced.

As of December 31, 2003, the Company
had a working capital deficit of $861,881. To continue operations and implement its new
business plan, the Company depends on financing from third parties. The Company is
currently attempting to obtain the necessary financial means through debt and equity
financings. There is no guarantee that the Company will be successful in obtaining any
such financing at terms and conditions acceptable to the Company and, even if the Company
is able to satisfy its working capital needs for the next months through debt and/or
equity financings, there is no guarantee that the Company will be able to implement its
new business plan successfully and continue operating or that the Company will ever be
profitable.

The Companys Common Stock is
quoted on the OTC Bulletin Board under the symbol DOTX.

RESULTS OF OPERATIONS

Revenue decreased by $92,057 or 32%
for the three-month period ended December 31, 2003 and by $417,116 or 45% for the
six-month period ended December 31, 2003, compared to the same periods in the prior year.
The Company currently generates revenue primarily from the sale of CRT products and
services. The number of units of CRT products sold has significantly declined, thereby
reducing the Companys revenues, because the demand for CRT products in general has
decreased. In addition, the Company lost sales to major distributors and manufactures of
CRT-based products who aggressively reduced the prices for their products to generate
sales. The Company has currently sold video signage system packages only to three test
sites and therefore, has not derived any significant revenues under its new business
plan. The Company does not expect any significant revenues under its new business plan
before June 30, 2004, the end of this fiscal year. There is no guarantee that the
Company will ever generate significant revenues from the sale of video signage system
packages or will ever be profitable.

The gross margin percentage for the
three-month period ended December 31, 2003 was 56% and 49% for the six-month period ended
December 31, 2003, compared to negative 24% and 9%, respectively, for the same periods
ended December 31, 2002. The current gross margin percentages are the result of sales of
some inventory with a 100% margin because the inventory had already been written off, and
of sales of maintenance services that have a higher gross margin than the sale of
products. Moreover, the Companys gross margin percentages in the periods ended
December 31, 2002 were low or even negative (cost of sales exceeded revenues in the
three-month period ended December 31, 2002) because

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the Company was still incurring
employment and other costs in connection with the manufacturing of CRT products at the
Companys manufacturing facility that was then closed in January 2003. The gross
margin percentages for the three- and six-month periods ended December 31, 2003 are not
indicative for the Companys business performance, and the Company does not expect
to achieve similar gross margin percentages in the future.

Selling, general, and administrative
expenses decreased $152,689 or 37% in the three-month period ended December 31, 2003 and
$312,570 or 38% in the six-month period ended December 31, 2003, when compared to the
same periods of the prior year. The decrease was the result of continuing reductions in
personnel and other costs.

The increase in interest expenses by
$1,258 or 7% during the three-month period ended December 31, 2003 and by $4,547 or
14% during the six-month period ended December 31, 2003, compared to the same periods of
the prior year, evidence the increased borrowings in the respective periods.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents increased
by $13,133 during the six-month period ended December 31, 2003 from $13,519 as of June
30, 2003 to $26,652 as of December 31, 2003. During this period, the net cash provided by
operating activities amounted to $321,022. This positive cash flow resulted primarily
from the Companys receipt of life insurance proceeds in the amount of $500,000 as a
result of the death of its late president and chief executive officer, William S. Sadler,
in June of 2003. Financing activities during the six-month period ended December 31, 2003
used cash in the amount of $305,375, primarily due to the payment of the life insurance
proceeds to the Estate of William S. Sadler, to reduce the revolving credit line that Mr.
Sadler had granted to the Company from $1.5 million to $1 million.

During the six-month period ended
December 31, 2003, the Company generated revenues of $511,681 and incurred a net loss of
$292,838. The Company will be able to continue operating only if it is able to secure
debt and/or equity financing at terms and conditions acceptable to the Company that will
allow the Company to finance its operations until it is able to generate revenues from
the sale of video signage systems in accordance with its new business plan. The Company
does not expect any significant revenues under its new business plan before June 30,
2004, the end of this fiscal year. There is no guarantee that the Company will ever
generate significant revenues from the sale of video signage system packages or will ever
be profitable.

In November 2003, in an attempt to
provide the Company with working capital, the Company signed an agreement with the Estate
of William S. Sadler pursuant to which (i) the Estate would forgive $850,000 of the
$1,000,000 outstanding loan agreement between the Company and Mr. Sadler, in exchange for
the transfer of real estate owned by the Company, and (ii) the Company would cancel
existing warrants to Mr. Sadler in exchange for the issuance of additional warrants to
the Estate. In a related agreement, an outside investor had agreed to provide a credit
line of up to $450,000 to the Company, contingent upon the consummation of the
transactions between the Estate and the Company and the grant of warrants to such
investor. During the six-month period ended December 31, 2003, the investor provided
loans in an aggregate amount of $60,000 to the Company; in January 2004, the investor
provided additional loans in an aggregate amount of $75,000. All of these loans are
secured by an account receivable due to the Company.

During the negotiations of the final
agreements, environmental concerns with regard to the Companys assets held for sale
(real estate) surfaced that required a Phase-I environmental study, thereby delaying the
consummation of final agreements between the Estate and the Company. In the meantime,

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unrelated third parties have
indicated an interest in acquiring the real property. The Estate and the Company have
agreed to pursue a sale to an unrelated party. The Company intends to pay any net
proceeds of such a sale to the Estate, in exchange for the forgiveness of debt in the
amount previously agreed upon ($850,000). The Company continues negotiations with the
outside investor regarding a credit line of $450,000. The Company is also seeking debt or
equity financing from other potential financing sources and may issue equity securities
in connection with such financing, if the Company is successful in reaching an agreement
with respect to such financing.

There can be no assurance that the
Company will be able to finalize and consummate any of the aforesaid transactions under
the revised terms. If the Company is not able to finalize the transactions and does not
find other opportunities to raise money, or if the investor who has already made loans in
an aggregate amount of $135,000 forecloses on his security interest and demands repayment
of the loan out of the pledged account receivable, the Company may be unable to continue
operations.

# Commitments and Contingencies

Office equipment, computer equipment
and vehicles are leased under non-cancelable operating leases. Minimum future obligations
on these operating leases and amounts owing under the revolving credit facility, at
December 30, 2003, are as follows:

|                          | 1 Year |  | 2-3 Years |           | 4-5 years |   | Over 5 Years |  | Total
|------------------------- | ------ |  | --------- | --------- | --------- | - | ------------ |  | -----
|Operating lease with a    |        |  |           |           |           |   |              |  |      
|related party             |        |  | $         | 73,200    |           | $ | 146,400      |  | $    
|Other operating leases    |        |  |           | 11,380    |           |   | 1,877        |  |      
|Revolving credit facility |        |  |           | 1,000,000 |           |   |              |  |      
|Demand notes              |        |  | $         | 60,000    |           |   |              |  |      
|                          |        |  |           |           |           |   |              |  |      
|Total                     |        |  | $         | 1,144,580 |           | $ | 148,277      |  | $    
|                          |        |  |           |           |           |   |              |  |      

CRITICAL ACCOUNTING POLICIES

The Companys critical
accounting policies and accounting pronouncements are listed in Note C to the financial
statements.

The Company recognizes revenue when
title of goods passes to the customer.

Assets held for sale are carried at
the lower of their carrying value or fair value less estimated selling costs.
Depreciation on assets held for sale is discontinued. If the assets are not sold within a
reasonable time period, they will be reclassified as held and used and recorded at the
lower of (a) the carrying valued of the assets before being classified as held for sale,
adjusted for depreciation expense that would have been recognized had the assets been
continually classified as held and used or (b) the fair value on the date the assets are
reclassified as held and used.

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ITEM 3.   CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. 
The Companys Chief Executive Officer, Kurt T. Sadler, and Chief
Financial Officer, Robert V. Kling, have reviewed the Companys disclosure
controls and procedures as of the end of the period covered by this report.
Based upon this review, these officers believe 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. The officers are aware that there is a lack of segregation
of duties due to the small number of employees dealing with general
administrative and financial matters. However, they have decided that
considering the employees involved and the control procedures in place, risks
associated with such lack of segregation are insignificant and the potential
benefits of adding employees to clearly segregate duties do not justify the
expenses associated with such increases.

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.

PART II.   OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

|(a) |  | Exhibits
|--- |  | --------

| | See Exhibit Index following signature page.
| | -------------------------------------------

|(b) |  | Reports on Form 8-K
|--- |  | -------------------

| | On
November 25, 2003, a report was filed on Form 8-K announcing that a press release was
issued on November 25, 2003 announcing the results of the quarter ended September 30,
2003.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

|                          |                                                                                   | Dotronix, Inc.
|------------------------- | --------------------------------------------------------------------------------- | --------------
|Date:   February 19, 2004 |                                                                                   | By:           
|                          |                                                                                  
|                          | Kurt T. Sadler, President(Principal Executive Officer)                            |               
|                          |                                                                                   | By:           
|                          |                                                                                  
|                          | Robert V. KlingChief Financial Officer(Principal Financial andAccounting Officer) |               

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DOTRONIX, INC.
EXHIBIT INDEX
QUARTERLY REPORT ON FORM 10-QSB
FOR QUARTER ENDED DECEMBER 30, 2003

| | 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.
| | ---- |  | ---------------------------------------------------------------------------------------------------

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