|FORM 10-QSB



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Quarterly Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934For the Quarter Ended September 30, 2003
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Commission file
number: 0-9996


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

|MINNESOTA                       | 41-1387074         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

|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.


YesüNoo



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 19, 2003
|-------------------------------------- | --------------------------------
|Common stock, par value $.05 per share | 4,180,341 shares                

---

|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 of                     Financial Condition and
Results of  Operations
| | -------------------------------------------------------------------------------------------------------------------

| | Item
3.  Controls and Procedures
| | --------------------------------

|Part II  Other Information
|---------------------------

| | Item
2.  Changes in Securities
| | ------------------------------

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

2

---

|PART I. FINANCIAL
INFORMATIONItem 1. FINANCIAL STATEMENTS




DOTRONIX, INC.BALANCE SHEETS(UNAUDITED)
|-----------------------------------------------------------------------------------------------------

|ASSETS:                                             | September 30
2003 |  | June 30
2003
|--------------------------------------------------- | ----------------- |  | ------------
|                                                    |                   |  |             
|CURRENT ASSETS:                                     |                   |  |             
|Cash and cash equivalents                           |                   |  | $           
|Accounts receivable, less allowance                 |                   | 
|for doubtful accounts of $7,582                     |                   |  |             
|Life insurance proceeds receivable                  |                   |  |             
|Inventories                                         |                   |  |             
|Prepaid expenses                                    |                   |  |             
|                                                    |                   |  |             
|TOTAL CURRENT ASSETS                                |                   |  |             
|                                                    |                   |  |             
|PROPERTY, PLANT & EQUIPMENT                         |                   |  |             
|                                                    |                   |  |             
|ASSETS HELD FOR SALE                                |                   |  |             
|                                                    |                   |  |             
|TOTAL ASSETS                                        |                   |  | $           
|                                                    |                   |  |             
|LIABILITIES AND STOCKHOLDERS' DEFICIT:              |                   | 
|CURRENT LIABILITIES:                                |                   | 
|Revolving loan payable to a related party           |                   |  | $           
|Accounts payable                                    |                   |  |             
|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
|---------------------------------

3

---

|DOTRONIX, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
|---------------------------------------------------

|                                            | Three months ended September 30
|------------------------------------------- | -------------------------------
|                                            |                                
|
|                                            |                                
|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             |                                
|OUTSTANDING-BASIC AND DILUTED               |                                

|See notes to financial
statements
|---------------------------------

4

---

|DOTRONIX, INC
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|--------------------------------------------------

|                                                     | Three months ended September 30
|---------------------------------------------------- | -------------------------------
|                                                     |                                
|
|                                                     |                                
|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                    |                                
|Changes in assets and liabilities:                   |                                
|Accounts receivable                                  |                                
|Life insurance proceeds receivable                   |                                
|Inventories                                          |                                
|Prepaid expenses and other assets                    |                                
|Accounts payable and accrued liabilities             |                                
|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                         |                                
|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 END OF PERIOD           |                                
|                                                     |                                

|See notes to financial statements
|---------------------------------

5

---

DOTRONIX, INC.NOTES TO FINANCIAL STATEMENTS

A.      Basis of Presentation

The balance sheet as of September
30, 2003, the statements of operations for the three month periods ended September 30,
2003 and 2002 and the statements of cash flows for the three month periods ended
September 30, 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 September 30, 2003 and for the three month periods ended September 30, 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. 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, 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 2003 and 2002 net loss and loss per share
would have been changed to the pro forma amounts indicated below:

|                                                | Years ended June 30
|----------------------------------------------- | -------------------
|                                                |                    
|
|                                                |                    
|Net loss as reported                            |                    
|Deduct: Total stock-based employee compensation |                    
|expense determined under the fair method        |                    
|                                                |                    
|Pro forma net loss                              |                    
|                                                |                    
|Loss per share:                                 |                    
|Basic and diluted  as reported                 |                    
|                                                |                    
|Basic and diluted  pro forma                   |                    
|                                                |                    

6

---

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

Managements Plans
The Company incurred losses of $1.2
million and $1.6 million in fiscal 2003 and 2002, respectively. Losses have continued in
the first quarter of fiscal 2004. Although the Company has made significant progress in
reducing its cash requirements, through reductions in manufacturing capacity and
personnel, it will continue to need external borrowings to support operations until the
operations improve.

The Company has successfully reduced
its manufacturing capacity in a highly volatile and uncertain market that makes in house
manufacturing impractical and unprofitable. As part of this effort it has secured
competitive pricing for both CRT products and CRT replacement products such as DLP and
LCD.

The Company has also made progress
on becoming more valuable to the end user of display devices by incorporating all
elements of a display system into the Companys product offerings. To that end, the
Company has developed strong relationships with other companies that provide various
hardware, software, installation and maintenance products and services relevant to
electronic display systems. Where warranted, the Company is also developing internal
capabilities to provide these products and services. The Company has steadily re-educated
its customers of its enhanced capabilit1es in an effort to improve sales, and establish a
continuing growing revenue stream. There is no assurance that the Company will be
successful in executing these strategies.

In the 3 months ended September 30,
2003, the Company has reduced the number of full time employees from 16 to 10,
(approximately 38%). Operating costs declined by approximately $160,000, or 40% in the
quarter ended September 30, 2003, compared to the quarter ended September 30, 2002.

RESULTS OF OPERATIONS
Revenue decreased by $325,059 or 51%
for the three months ended September 30, 2003 compared to the prior year. The decrease
for fiscal 2004 was caused by continuing reduction of business activity in the
hospitality and travel related industries and the continuing lack of capital investment
by those businesses that were major purchasers of Company products in the past. The lack
of business capital investment also slowed the adoption of new electronic video display
systems.

Gross margin percentage for the
quarter ended September 30, 2003 was 45% compared to 23% for the same quarter ended
September 30, 2002. The improvement was due in large part to orders for mature monochrome
products with strong margins, which will likely decline in the future, and the closing of
the Eau Claire facility in January 2003, which greatly reduced manufacturing overhead
costs.

Selling, general, and administrative
expenses decreased $159,881 or 40% in the quarter ended September 30, 2003, when compared
to the prior year. The decrease was due to continuing reductions in personnel and a
continuing cost reduction program.

7

---

Interest expense increased by
$3,289, or 21% during the three month period ended September 30, 2003 compared to the
same period of the prior year, due to increased borrowings in the current quarter.

LIQUIDITY AND CAPITAL
RESOURCES
From February 2000 to September
2003, the Company had a revolving credit facility with its President and major
shareholder, William S. Sadler. In June 2003, Mr. Sadler died unexpectedly and the Estate
assumed his interest in the loan. At the time of Mr. Sadlers death the revolving
credit facility had a maximum lending limit of $1,500,000 and was due September 30, 2003.
In July 2003, the Company received $500,000 as beneficiary of a life insurance policy on
Mr. Sadler, that was used to pay down the loan. In September 2003, the personal
representatives of the Estate agreed to extend the loan to November 30, 2003, but
decreased the loan limit to $1,000,000. As of November 19, 2003, the Company has borrowed
the full $1,000,000 available under the revolving credit facility.

As of September 30, 2003, the
Company had a working capital deficit of approximately $694,000 and since that date has
continued to consume cash resources. The Company does not have sufficient cash resources
to repay the Estate its revolving line of credit loan that expires on November 30, 2003.

On November 5, 2003, the personal
representatives of the Estate signed a legally binding agreement with the Company
obligating the Estate to amend the existing loan documents so as to forgive $850,000 of
the $1,000,000 principal amount outstanding under the loan agreement, in exchange for the
Company owned manufacturing facility located in Eau Claire, Wisconsin. The Estate holds
as collateral a mortgage on this facility. The November 5, 2003 agreement also requires
the Estate to extend the term of the loan to November 30, 2008, to subordinate its loan
to that of an outside investor and to change the interest rate from the Wells Fargo Bank
prime interest rate plus 3% per annum, to 5% per annum. This agreement will also reduce
the maximum available borrowing from $1,000,000 to $150,000. In connection with such
transaction, the Estate is obligated to surrender to the Company warrants to purchase
365,094 common shares previously issued to Mr. Sadler and the Estate, under the loan
agreement. In exchange, the Estate will receive warrants with a seven-year life to
purchase an aggregate of 385,000 common shares at an exercise price of $0.05 per share.
Both the Company and the Estate agreed to use their best efforts to complete the
amendment of documents agreed to, by November 14, 2003. As of the date of filing of this
report, the parties and their legal advisors are working on the final documents.

On November 10, 2003, an outside
investor signed a legally binding agreement obligating the investor to execute various
loan documents to extend to the Company a revolving line of credit of $450,000 for one
year at 5% per annum. The investor has the option to accept repayment of the loan in
Company common shares at a price of $1.50 per share. As additional consideration for the
line of credit the investor will receive warrants with a seven-year life to purchase
100,000 of Company common shares at an exercise price of $0.10 per share. Both the
Company and the outside investor agreed to use their best efforts to complete the
execution of the loan documents by November 14, 2003. As of the date of filing of this
report, the parties and their legal advisors are working on the final documents.

8

---

During the three months ended
September 30, 2003, cash flow provided by operating activities was approximately
$494,000, which included $500,000 of proceeds of a life insurance policy. Net changes in
current assets and current liabilities, other than cash and cash equivalents, the
revolving loan payable to a related party, and the life insurance proceeds receivable,
reduced the effects of the net loss of $121,000 by approximately $108,000. Borrowings on
the revolving line of credit were reduced by $467,000. Cash and cash equivalents
increased by approximately $27,000.

Company management believes that
cash on hand, and cash to be made available under agreements by the Estate of William S.
Sadler, and by an outside investor, and which the Company, the Estate, and the outside
investor have agreed to use their best efforts to complete by November 14, 2003, should
be adequate to enable the Company to continue operations in fiscal 2004. As of the date
of filing of this report, the parties and their legal advisors are working on the final
documents.

COMMITMENTS AND
CONTINGENCIES:
Office equipment, computer equipment
and vehicles are leased under non-cancelable operating leases. On November 5, 2003, the
personal representatives of the Estate signed a legally binding agreement with the
Company obligating the Estate to amend the existing lease (Operating lease with a related
party) to allow the Company to terminate the lease by giving a twelve month notice of
intent to vacate. Both the Company and the Estate agreed to use their best efforts to
complete the execution of the lease amendment by November 14, 2003. As of the date of
filing of this report, the parties and their legal advisors are working on the final
documents. Minimum future obligations on these operating leases and amounts owing under
the revolving credit facility, at September 30, 2003, are as follows:

Contractual Obligation payments due
by period

|                                     | 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               |        |  |           | 18,893  |           |   | 8,714        |  |      
|Revolving credit facility            |        |  |           | 898,157 |           |   |              | 
|(Line of Credit)                     |        | 
|                                     |        |  |           |         |           |   |              |  |      
|Total                                |        |  | $         | 990,250 |           | $ | 155,114      |  | $    
|                                     |        |  |           |         |           |   |              |  |      

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

9

---

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.

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

Assets Held for Sale  Assets
held for sale are carried a 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 August 2001, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal
of long-lived assets and supercedes SFAS No. 121, and the accounting and reporting
provisions of Accounting Principles Board (APB) Opinion No. 30,Reporting the Results
of Operations-Reporting the Effects of Disposal of a Segment of a Business and
Extraordinary, Unusual, and Infrequently Occurring Transactions. SFAS No. 144
requires that long-lived assets to be disposed of be measured at the lower of carrying

10

---

amount or fair value less cost to
sell. The adoption of SFAS No.144 in fiscal 2003 had no effect on the Companys
financial statements.

In June 2002, the FASB issued SFAS
No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The
Standard requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an exit or
disposal plan. SFAS No. 146 replaces previous accounting guidance provided by the
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring) and is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The adoption of SFAS 146 in fiscal
2003 had no effect on the Companys financial statements.

In December 2002, the FASB issued
SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure- an
amendment of FASB Statement No. 123. SFAS No. 148 amends SFAS No. 123, Accounting
for Stock Based Compensationand provides alternative methods for accounting for a
change to the fair value method of accounting for stock-based compensation. Additionally,
SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require disclosure in
the significant accounting policy footnote of both annual and interim financial
statements of the method of accounting for stock based-compensation and the related
pro-forma disclosure when the intrinsic value method continues to be used. SFAS No. 148
is effective for fiscal years beginning after December 15, 2002, and disclosures are
effective for the first fiscal quarter beginning after December 15, 2002.

In April 2003, the FASB issued 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

11

---

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 shall
be 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.

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

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.

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
SECURITIES

In the quarter ended September 30,
2003 the Company issued warrants to purchase 83,982 shares of common stock to William S.
Sadler, its former president, in connection with a revolving credit agreement between Mr.
Sadler and the Company. These warrants expire four years from their date of issuance and
have an exercise price of $0.085, which was the fair market value of the Companys
stock on the grant date of June 6, 2003. The issuance of these warrants was exempt from
registration pursuant to Section 4(2) of the Securities Act.

12

---

Item 6. EXHIBITS AND
REPORTS ON FORM 8-K

|(a) |  | Listing
of Exhibits
|--- |  | -------------------

| |  | See Exhibit Index below
| |  | -----------------------

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

| | On
August 22, 2003, a report was filed on Form 8-K announcing the withdrawal of a previously
filed Form 15 to de-register its common stock with the Securities and Exchange
Commission.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
September 12, a report was filed on Form 8-K dismissing the Companys its previous
principal accountants and engaging another accounting firm, in an effort to reduce costs.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 19, 2003 | Dotronix, Inc.               
|----------------------- | -----------------------------
|                        | By: /s/ Kurt T. Sadler       
|                        | Kurt T. Sadler               
|                        | President                    
|                        | (Principal Executive Officer)

| |                                             
| | --------------------------------------------
| | By: /s/ Robert V. Kling                     
| | Robert V. Kling                             
| | Chief Financial Officer                     
| | (Principal Financial and Accounting Officer)

13

---

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

|10.1 | Agreement to extend and amend loan and security between the Company and the Estate of William S. Sadler, dated November 5, 2003.                                              
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                               
|10.2 | Option agreement and agreement to amend lease between the Company, the Estate of William S. Sadler, Minnesota River Aviation, Inc. and Terry L. Myhre, dated November 5, 2003.
|     |                                                                                                                                                                               
|10.3 | Agreement to loan funds between the Company and Terry L. Myhre, dated November 5, 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.                                                                           

14

---