# 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 March 31, 2004                              |  | 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 May 14, 2004
|--------------------------------------- |  | ---------------------------
|Common stock, par value $ .05 per share |  | 4,641,741 shares           

---

DOTRONIX, INC.
INDEX

Part I  Financial Information Item 1.   Condensed 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 2.   Changes in Securities and Small Business Issuer Purchases of Equity Securities  Item 6.   Exhibits and Reports on Form 8-K  Signatures Exhibit Index


2

---

PART I.   FINANCIAL INFORMATION

ITEM 1.   CONDENSED FINANCIAL STATEMENTS

DOTRONIX, INC.
CONDENSED BALANCE SHEETS

|                                                  | March 312004 |  | June 302003
|------------------------------------------------- | ------------ |  | -----------
|
|ASSETSCURRENT ASSETS                              |              |  |            
|Cash and cash equivalents                         |              |  | $          
|Accounts receivable, less allowance for doubtful  |              | 
|accounts of $10,400 and $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 payable                             |              |  |            
|Accounts payable                                  |              |  |            
|Accrued compensation and payroll taxes            |              |  |            
|Other accrued liabilities                         |              |  |            
|Current portion-deferred gain on sale of         
|building to a related party                       |              |  |            
|                                                  |              |  |            
|TOTAL CURRENT LIABILITIES                         |              |  |            
|DEFERRED GAIN ON SALE OF BUILDING                
|TO A RELATED PARTY                                |              |  |            
|STOCKHOLDERS DEFICIT                             |              | 
|Common stock, $.05 par value, 12,000,000 shares   |              | 
|authorized, 4,601,741 and 4,180,341 shares issued |              | 
|and outstanding                                   |              |  |            
|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, 2003
has been condensed from the audited financial statements.

3

---

# DOTRONIX, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                           | Three months endedMarch 31 |  | Nine months endedMarch 31
|-------------------------- | -------------------------- |  | -------------------------
|
|REVENUES                   |                            |  | $                        
|COST OF SALES              |                            |  |                          
|                           |                            |  |                          
|GROSS MARGIN               |                            |  |                          
|SELLING, GENERAL AND       |                            | 
|ADMINISTRATIVE EXPENSE     |                            |  |                          
|                           |                            |  |                          
|LOSS FROM OPERATIONS       |                            |  |                          
|INTEREST EXPENSE           |                            |  |                          
|                           |                            |  |                          
|NET LOSS                   |                            |  | $                        
|                           |                            |  |                          
|Basic and diluted net loss |                            | 
|per common share           |                            |  | $                        
|Average number of common  
|shares outstanding         |                            |  |                          

See notes to condensed financial statements

4

---

# DOTRONIX, INC
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                     | Nine months endedMarch 31
|---------------------------------------------------- | -------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES                 |                          
|Net loss                                             |                          
|Adjustment to reconcile net loss to net cash         |                          
|provided (used) by operating activities:             |                          
|Depreciation                                         |                          
|Recognition of deferred gain on sale of building     |                          
|Loss on sale of property and equipment               |                          
|Life insurance proceeds                              |                          
|Inventory write-down                                 |                          
|Stock compensation                                   |                          
|Change in operating assets and liabilities:          |                          
|Accounts receivable                                  |                          
|Inventories                                          |                          
|Prepaid expenses                                     |                          
|Accounts payable                                     |                          
|Accrued compensation and payroll taxes               |                          
|Other accrued liabilities                            |                          
|                                                     |                          
|NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES     |                          
|                                                     |                          
|CASH FLOWS FROM INVESTING ACTIVITIES                 |                          
|Purchases of property, plant and equipment           |                          
|                                                     |                          
|CASH FLOWS FROM FINANCING ACTIVITIES                 |                          
|Sale of common stock                                 |                          
|Borrowings on demand notes                           |                          
|Borrowings on revolving loans to a related party     |                          
|Repayments on revolving loans to a related party     |                          
|                                                     |                          
|NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES     |                          
|                                                     |                          
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                          
|CASH AND CASH EQUIVALENTS AT THE BEGINNING           |                          
|OF THE PERIOD                                        |                          
|                                                     |                          
|CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD   |                          
|                                                     |                          

See notes to condensed financial statements

5

---

DOTRONIX, INC.
NOTES TO CONDENSED 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 that 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 March 31,
2004, the statements of operations for the three and nine month periods ended March 31,
2004 and 2003 and the statements of cash flows for the nine month periods ended March 31,
2004 and 2003 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 March 31,
2004 and for the three and nine months periods ended March 31, 2004 and 2003 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 three and nine months

6

---

ended March 31, 2004 and 2003 net
loss and net loss per share would have been changed to the pro forma amounts indicated
below:

|                                   | Three months ended March 31 |  | Nine months ended March 31
|---------------------------------- | --------------------------- |  | --------------------------
|
|Net loss as reported               |                             |  | $                         
|Deduct: total stock based employee |                             | 
|compensation expense determined    |                             | 
|under the fair value method        |                             | 
|Pro forma net loss                 |                             |  |                           
|                                   |                             |  |                           
|Net 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.

7

---

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.

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

D.   Related Party Transaction

On March 31, 2004, the Company sold
its assets held for sale (real property in Eau Claire, Wisconsin), and the proceeds of
$447,867 from the sale were transferred to the Estate of William S. Sadler, the late
president and chief executive officer of Dotronix, to reduce the principal amount
outstanding under a loan and security agreement the Company had entered into with Mr.
Sadler.

ITEM 2.   MANAGEMENTSDISCUSSION AND 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 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 retail 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 various third party vendors. 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.

On March 31, 2004, the Company sold
its assets held for sale (real property in Eau Claire, Wisconsin), and the proceeds of
$447,867 from the sale were transferred to the Estate of William S. Sadler, the late
president and chief executive officer of Dotronix, to reduce the principal amount
outstanding under a loan and security agreement the Company had entered into with Mr.
Sadler.

8

---

As of March 31, 2004, the Company had
a working capital deficit of $341,408. To continue operations and implement its new
business plan, the Company depends on financing. The Company secured a line of credit in
the amount of $450,000 from an outside investor, Mr. Terry L. Myhre, on April 7, 2004.
Demand notes with an aggregate principal amount of $135,000 that the Company had issued to
Mr. Myhre previously became a part of the line of credit. The Company also retained the
services of an investment banking company to assist in raising funds through equity
financing. There is no guarantee that the Company will be successful in obtaining equity
financing at terms and conditions acceptable to the Company and, even though the Company
was able to satisfy its immediate working capital needs through debt financing, 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 be profitable.

On April 7, 2004, Mr. Myhre also
entered into an agreement with the Estate of William S. Sadler and Minnesota River
Aviation, Inc. (MRAI), a corporation controlled by the Estate, pursuant to
which Mr. Myhre acquired an option to purchase from the Estate and MRAI up to one million
shares of Dotronix common stock at $0.05 per share. This option expires on November 5,
2010. The Estate and MRAI currently hold 1,278,959 shares of Dotronixs common stock.

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

RESULTS OF OPERATIONS

Revenue decreased by $37,677 or 10%
for the three-month period ended March 31, 2004 and by $454,792 or 35% for the nine month
period ended March 31, 2004, compared to the same periods in the prior year. The Company
currently generates revenue primarily from the sale of CRT products and services. Due to
the competition from alternative video display technologies, such as plasma and LCD
panels, the number of units of CRT products sold has significantly declined, thereby
reducing the Companys revenues. 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 in a highly competitive market. Under the new
business plan, the Companys efforts to sell video signage system packages has
resulted in only four sales, all for test sites, and the Company has not derived any
significant revenues under its new business plan. The Company does not expect any
significant revenues under the new business plan before June 30, 2004, the end of
this fiscal year. There is no guarantee that the Company will generate significant
revenues from the sale of video signage system packages or that it will be profitable in
the foreseeable future.

The gross margin percentage for the
three-month period ended March 31, 2004 was 43%, compared to a negative (17)% in the
prior year quarter. The gross margin percentage for the nine-month period ended March 31,
2004 was 47%, compared to 1% for the prior year nine-month period. The current year
(fiscal 2004) gross margin percentages for the three-month and nine-month periods were
significantly influenced by last time buy orders with above average margins, including
shipments of

9

---

approximately $270,000 for the
three-month period and $420,000 for the nine-month period ended March 31, 2004. An
additional contributor to improved margins was the sale of inventory that had been
written down. The primary cause of the prior year (fiscal 2003) three-month and
nine-month gross margins was closing costs associated with the shut down of the Eau
Claire, Wisconsin manufacturing facility, which was completed in January 2003. It is
highly unlikely that the Company will attain gross margin percentage levels similar to
the three- and nine-month periods ended March 31, 2004, in the future.

Selling, general, and administrative
expenses decreased $147,404, or 34% in the three-month period ended March 31, 2004 and
$459,974 or 37% in the nine month period ended March 31, 2003, when compared to the same
periods of the prior year. The decreases were the result of continuing reductions in
personnel costs and lower building lease and related costs.

Interest expense decreased by $27,162
or 93% during the three-month period ended March 31, 2004 and by $22,615 or 36%
during the six-month period ended March 31, 2003, compared to the same periods of the
prior year. The primary cause of the decrease was lower borrowing levels.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents as of March
31, 2004 was $190,690, an increase of $177,171 from cash and equivalents of $13,519 as of
June 30, 2003. During this period, the net cash provided by operating activities amounted
to $307,317. 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. Financing activities during the
nine-month period ended March 31, 2004 used cash in the amount of $123,211, applying the
payment of the life insurance proceeds to reduce the revolving credit line that Mr. Sadler
had granted to the Company. $107,164 of cash was provided by the sale of common stock and
the exercise of stock options.

During the nine month period ended
March 31, 2004, the Company generated revenues of $858,857 and incurred a net loss of
$429,585. 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. On April 7, 2004, the
Company secured a credit facility in the amount of $450,000. The Company does not expect
any significant revenues under its new business plan before June 30, 2004, the end of this
fiscal year.

On March 31, 2004, the Company sold
its real property in Eau Claire, Wisconsin, to an unrelated third party and net proceeds
of $447,867 were applied against the debt to the Estate of William S. Sadler of
$1,000,000.

On April 7, 2004, agreements between
the Company, the Estate of William S. Sadler, and the outside investor were signed. A
summary of the terms of these agreements is as follows:

10

---

| | The amount owing
the Estate of $552,133 was reduced to $150,000, with interest only payments due
monthly at a 5% per annum interest rate. The principal amount is due on November
20, 2008. The Estate has an option to convert the outstanding loan amount into
Company common stock at $1.00 per share. As additional consideration for the
reduction of the loan, the Company cancelled existing warrants to Mr. Sadler for
the purchase of up to 365,094 shares of the Companys common stock at
exercise prices ranging from $0.085 to $0.60 per share, and issued new warrants
to the Estate to purchase 385,000 shares of common stock at an exercise price of
$0.05 per share.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
a related agreement, Mr. Terry L. Myhre, an outside investor, agreed to provide a credit
line of up to $450,000 to the Company, which is convertible into common stock at $1.50 per
share. Outstanding demand notes of the investor with an aggregate principal of $135,000
became part of the credit line. In consideration for the credit line, Mr. Myhre also
received warrants to purchase 100,000 shares of the Companys common stock at an
exercise price of $0.10 per share.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Commitments and Contingencies

Office equipment and computer
equipment are leased under non-cancelable operating leases. Minimum future obligations on
these operating leases and amounts owing under the revolving credit facility, at March 31,
2004, 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    |  |           |   | 10,412    |  |              |        |       |  
|Revolving credit facility |  |           |   | 552,133   |  |              |         |       |  
|Demand notes              |  |           |   | 135,000   |  |              |         |       |  
|                          |  |           |   |           |  |              |         |       |  
|Total                     |  |           | $ | 770,745   |  | $            | 146,400 |       | $
|                          |  |           |   |           |  |              |         |       |  

CRITICAL ACCOUNTING POLICIES

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

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

11

---

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 2.   CHANGES IN SECURITIESAND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

On March 24, 2004, the Company issued
an aggregate of 400,000 units to six purchasers for $0.25 per unit pursuant to a
Securities and Purchase Agreement dated February 20, 2004. Each unit consists of one share
of Common Stock and a warrant to purchase one share of Common Stock at $0.50 per share.
The warrants expire on January 31, 2009. The Company relied upon Rule 506 of Regulation D
for an exemption from registration in connection with the issuance of the units.

ITEM 6.   EXHIBITSAND REPORTS ON FORM 8-K

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

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

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

| | On February 9,
2004, a report was filed on Form 8-K announcing that a press release was issued
on February 6, 2004 to announce that the agreements from November 2003 between
the Company and the Estate of its late CEO regarding the forgiveness of debt,
and between the Company and an outside
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

---

| | investor
regarding a credit line have not been completed and are being renegotiated.
| | ------------------------------------------------------------------------------------

| | On February 20,
2004 a report was filed on Form 8-K announcing that a press release was issued
on February 20, 2004 to announce the Companys results for the quarter
ended December 31, 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:   May 14, 2004 |                                                                                   | By:           
|                     |                                                                                  
|                     | Kurt T. Sadler, President(Principal Executive Officer)                            |               
|                     |                                                                                   | By:           
|                     |                                                                                  
|                     | Robert V. KlingChief Financial Officer(Principal Financial andAccounting Officer) |               

13

---

DOTRONIX, INC.
EXHIBIT INDEX
QUARTERLY REPORT ON FORM 10-QSB
FOR QUARTER ENDED MARCH 31, 2004

| |  | 10.1* |  | Amendment
to September 8, 2003 employment agreement with Kurt T. Sadler dated November 17, 2003.
| |  | ----- |  | ------------------------------------------------------------------------------------------------

| |  | 10.2* |  | Amendment
to September 8, 2003 employment agreement with Robert V. Kling, dated November 17, 2003.
| |  | ----- |  | --------------------------------------------------------------------------------------------------

| |  | 10.3 |  | Amendment
No.1 to Agreement to extend and amend Loan and Security Agreement of November 5, 2003,
between the                 Company and the Estate of William S. Sadler, dated April 7,
2004
| |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.4 |  | Warrant
to the Estate of William S. Sadler to purchase 385,000 shares of Dotronix Common Stock at
$0.05 per                 share, dated April 7, 2004
| |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.5 |  | Registration
Rights Agreement between the Company and the Estate of William S. Sadler, dated  April 7,
2004
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------

| |  | 10.6 |  | Loan
Agreement between the Company and Terry L. Myhre, dated April 7, 2004
| |  | ---- |  | --------------------------------------------------------------------------

| |  | 10.7 |  | Security
Agreement made and entered into by the Company in favor of Terry L. Myhre, dated April 7,
2004
| |  | ---- |  | -------------------------------------------------------------------------------------------------------

| |  | 10.8 |  | Subordination
Agreement made and given by the Estate of William S. Sadler in favor of Terry L. Myhre,
dated                 April 7, 2004
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.9 |  | Promissory
Note in the principal amount of $450,000 from the Company to Terry L. Myhre, dated April
7, 2004
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------

| |  | 10.10 |  | Warrant
to Terry L. Myhre to purchase 100,000 shares of Dotronix Common Stock a $0.10 per share,
dated April                 7, 2004
| |  | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.11 |  | Option
Agreement between Terry L. Myhre, the Estate of William S. Sadler and Minnesota River
Aviation, Inc.,                 dated April 7, 2004
| |  | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.12 |  | First
Amendment to Lease between the Estate of William S. Sadler and the Company, dated  April
7, 2004
| |  | ----- |  | ------------------------------------------------------------------------------------------------------

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

| | *Management
agreement or compensatory plan or arrangement.
| | ----------------------------------------------------------

14

---