<PAGE>

                                         Registration Statement No. ____________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

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

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

              Nevada                                         98-0207554
  (State or other jurisdiction of                   (I.R.S. Employer ID. No.)
  incorporation or organization)

                             200 Ninth Avenue North
                    Suite 220, Safety Harbor, Florida, 34965
                                 (727) 723-8664
                    (Address of Principal Executive Offices)

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

 CONSULTING SERVICES AGREEMENT BETWEEN DTOMI, INC., AND AZALEA HOLDINGS, LTD. PA
                              (Full Title of Plan)


                               David M. Otto, Esq.
                            The Otto Law Group, PLLC
                          900 Fourth Avenue, Suite 3140
                            Seattle, Washington 98164
                                 (206) 262-9545
      (Name, Address and Telephone Number of Agent for Service of Process)


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

If any of the Securities  being registered on this Form S-8 are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. _____ --

<PAGE>

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- -------------------------- -------------------------- --------------
                                                Proposed Maximum           Proposed Maximum
Title of Securities to   Amount to be           Offering Price Per         Aggregate Offering         Amount
be Registered            Registered(1)          Share(2)                   Price(2)                   of Fee(2)
------------------------ ---------------------- -------------------------- -------------------------- --------------
<S>                      <C>                    <C>                        <C>                        <C>
Common Stock,            500,000                $1.01                       $505,000                  $46.46
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- --------------
</TABLE>

(1) The consulting  services agreement (the "Consulting  Agreement") between the
Company  and Azalea  Holdings  Ltd.  PA ("Azalea  Holdings")  provides  for five
hundred thousand (500,000) shares of common stock of the Company to be issued to
Azalea  Holdings.  The shares being issued pursuant to the Consulting  Agreement
are being  issued in exchange  for  consulting  services.  The entity  receiving
shares of common stock of the Company pursuant to the Consulting Agreement shall
be referred to herein as the "Consultant". The general nature and purpose of the
Consulting  Agreement is to provide for consulting services for the Company and,
at the same time,  compensate the Consultant for said consulting  services.  The
term of the Consulting  Agreement is one year.  The Consulting  Agreement may be
renewed only by the mutual  written  agreement of the  Parties.  The  Consulting
Agreement  may be  terminated  at any time by the Company or the  Consultant  by
providing written notice to the other party. The Consulting  Agreement qualifies
as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant  to Rule  457.  On  December  2,  2003,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter  Bulletin Board was $1.01 per share. On this basis, the maximum
aggregate offering price for the shares being registered  hereunder is $505,000,
and this is the basis for  computing  the  filing  fee in  accordance  with Rule
457(h) and at a rate of the aggregate offering price multiplied by .000092.

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents,  which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement:  (i) the Company's Annual Report on Form 10-KSB, as
amended,  for the fiscal  year  ended  December  31,  2002,  (ii) the  Company's
Quarterly  Report on Form 10-QSB and Form  10-QSB,  as amended,  for the quarter
ended March 31, 2003,  June 30, 2003, and September 30, 2003 (iii) the Company's
Reports on Forms 8-K and Forms 8-K, as amended,  filed August 20, 2003, April 9,
2003 and January 31, 2003;  and (iv) Form S-8 filed with the  Commission on June
11, 2003,  File No.  333-106032,  on August 19, 2003, File No.  333-108965,  and
October 17, 2003,  File No.  109774.  All  documents  subsequently  filed by the
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934,  shall be deemed to be  incorporated  by reference in this
registration statement and to be part hereof from the date of the filing of such
documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group, PLLC, which has prepared this Registration Statement and the
opinion regarding the authorization,  issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the Registrant in the past on certain legal  matters.  David M. Otto is the 100%
beneficial  owner of securities of The Otto Law Group,  PLLC. Mr. Otto is also a
Chairman of the Board of  Directors  and  Secretary  of the  Registrant  and the
beneficial owner of 355,000 shares of common stock of the Company.


                                       2

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section  78.751 of the  Nevada  General  Corporation  Law  generally  allows the
Registrant  to indemnify  any person who was or is threatened to be made a party
to any threatened,  pending or completed action, suit or proceeding by reason of
the fact that he or she is or was a director,  officer, employee or agent of the
Registrant or is or was serving at the request of the  Registrant as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other  enterprise.  The  Registrant may advance  expenses in connection  with
defending any such  proceeding,  provided the  indemnitee  undertakes to pay any
such amounts if it is later  determined  that such person was not entitled to be
indemnified by the Registrant.

ITEM 8.  EXHIBITS

The Exhibits  required to be filed as part of this  Registration  Statement  are
listed in the attached Index to Exhibits.

ITEM 9.  UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

(2) That for the purpose of determining  any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, (and, where applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       3
<PAGE>


(h) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.



                                       4
<PAGE>


                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Safety Harbor, Florida, on this 2nd day of December, 2003.

                                        DTOMI, INC.
                                        (Name of Registrant)

Date:  December 2, 2003                 By: /s/ John Haddock
                                            ------------------------------------
                                            John Haddock: CEO, Acting CFO


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                 SIGNATURE                      TITLE                                               DATE
                 ---------                      -----                                               ----
<S>                                            <C>                                                <C>
             /s/ John "JT" Thatch               Director                                          12/2/03
-----------------------------------------
             John "JT" Thatch


               /s/ David M. Otto                Chairman of the Board, Secretary                  12/2/03
-----------------------------------------
              David M. Otto
</TABLE>


                                       5
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Number                     Description                                           Page
------                     -----------                                           ----
<S>      <C>                                                                     <C>
4.1      Consulting  Services  Agreement between Azalea Group Ltd. PA and
         Dtomi, Inc.

5        Opinion of The Otto Law Group PLLC

23.1     Consent of The Otto Law Group, PLLC (contained in exhibit 5)

23.2     Consent of Salberg & Company, P.A.
</TABLE>


                                       6
[{"type": "S-8", "sequence": "1", "filename": "dtomi_s8.txt", "secsgml_size_bytes": 14205}]
{"company-data": {"conformed-name": "DTOMI INC", "cik": "0001083721", "assigned-sic": "7389", "irs-number": "980207554", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110886", "film-number": "031034989"}, "business-address": {"street1": "200 9TH AVENUE, SUITE 220", "city": "SAFETY HARBOR", "state": "FL", "zip": "34965", "phone": "(727) 723-8664"}, "mail-address": {"street1": "200 9TH AVENUE, SUITE 220", "city": "SAFETY HARBOR", "state": "FL", "zip": "34965"}, "former-company": [{"former-conformed-name": "COPPER VALLEY MINERALS LTD", "date-changed": "19990823"}, {"former-conformed-name": "RECON RUBBER CORP", "date-changed": "19990823"}]}
Registration Statement No. ____________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

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

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

              Nevada                                         98-0207554
  (State or other jurisdiction of                   (I.R.S. Employer ID. No.)
  incorporation or organization)

                             200 Ninth Avenue North
                    Suite 220, Safety Harbor, Florida, 34965
                                 (727) 723-8664
                    (Address of Principal Executive Offices)

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

 CONSULTING SERVICES AGREEMENT BETWEEN DTOMI, INC., AND AZALEA HOLDINGS, LTD. PA
                              (Full Title of Plan)

                               David M. Otto, Esq.
                            The Otto Law Group, PLLC
                          900 Fourth Avenue, Suite 3140
                            Seattle, Washington 98164
                                 (206) 262-9545
      (Name, Address and Telephone Number of Agent for Service of Process)

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

If any of the Securities  being registered on this Form S-8 are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. _____ --
CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- -------------------------- -------------------------- --------------
                                                Proposed Maximum           Proposed Maximum
Title of Securities to   Amount to be           Offering Price Per         Aggregate Offering         Amount
be Registered            Registered(1)          Share(2)                   Price(2)                   of Fee(2)
------------------------ ---------------------- -------------------------- -------------------------- --------------
Common Stock,            500,000                $1.01                       $505,000                  $46.46
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- --------------
(1) The consulting  services agreement (the "Consulting  Agreement") between the
Company  and Azalea  Holdings  Ltd.  PA ("Azalea  Holdings")  provides  for five
hundred thousand (500,000) shares of common stock of the Company to be issued to
Azalea  Holdings.  The shares being issued pursuant to the Consulting  Agreement
are being  issued in exchange  for  consulting  services.  The entity  receiving
shares of common stock of the Company pursuant to the Consulting Agreement shall
be referred to herein as the "Consultant". The general nature and purpose of the
Consulting  Agreement is to provide for consulting services for the Company and,
at the same time,  compensate the Consultant for said consulting  services.  The
term of the Consulting  Agreement is one year.  The Consulting  Agreement may be
renewed only by the mutual  written  agreement of the  Parties.  The  Consulting
Agreement  may be  terminated  at any time by the Company or the  Consultant  by
providing written notice to the other party. The Consulting  Agreement qualifies
as an Employee Benefit Plan as defined under Rule 405 of Regulation C.

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant  to Rule  457.  On  December  2,  2003,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter  Bulletin Board was $1.01 per share. On this basis, the maximum
aggregate offering price for the shares being registered  hereunder is $505,000,
and this is the basis for  computing  the  filing  fee in  accordance  with Rule
457(h) and at a rate of the aggregate offering price multiplied by .000092.

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents,  which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement:  (i) the Company's Annual Report on Form 10-KSB, as
amended,  for the fiscal  year  ended  December  31,  2002,  (ii) the  Company's
Quarterly  Report on Form 10-QSB and Form  10-QSB,  as amended,  for the quarter
ended March 31, 2003,  June 30, 2003, and September 30, 2003 (iii) the Company's
Reports on Forms 8-K and Forms 8-K, as amended,  filed August 20, 2003, April 9,
2003 and January 31, 2003;  and (iv) Form S-8 filed with the  Commission on June
11, 2003,  File No.  333-106032,  on August 19, 2003, File No.  333-108965,  and
October 17, 2003,  File No.  109774.  All  documents  subsequently  filed by the
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934,  shall be deemed to be  incorporated  by reference in this
registration statement and to be part hereof from the date of the filing of such
documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group, PLLC, which has prepared this Registration Statement and the
opinion regarding the authorization,  issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the Registrant in the past on certain legal  matters.  David M. Otto is the 100%
beneficial  owner of securities of The Otto Law Group,  PLLC. Mr. Otto is also a
Chairman of the Board of  Directors  and  Secretary  of the  Registrant  and the
beneficial owner of 355,000 shares of common stock of the Company.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section  78.751 of the  Nevada  General  Corporation  Law  generally  allows the
Registrant  to indemnify  any person who was or is threatened to be made a party
to any threatened,  pending or completed action, suit or proceeding by reason of
the fact that he or she is or was a director,  officer, employee or agent of the
Registrant or is or was serving at the request of the  Registrant as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other  enterprise.  The  Registrant may advance  expenses in connection  with
defending any such  proceeding,  provided the  indemnitee  undertakes to pay any
such amounts if it is later  determined  that such person was not entitled to be
indemnified by the Registrant.

ITEM 8.  EXHIBITS

The Exhibits  required to be filed as part of this  Registration  Statement  are
listed in the attached Index to Exhibits.

ITEM 9.  UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

(2) That for the purpose of determining  any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, (and, where applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       3
(h) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                       4
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Safety Harbor, Florida, on this 2nd day of December, 2003.

                                        DTOMI, INC.
                                        (Name of Registrant)

Date:  December 2, 2003                 By: /s/ John Haddock
                                            ------------------------------------
                                            John Haddock: CEO, Acting CFO

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.
SIGNATURE                      TITLE                                               DATE
                 ---------                      -----                                               ----
/s/ John "JT" Thatch               Director                                          12/2/03
-----------------------------------------
             John "JT" Thatch

               /s/ David M. Otto                Chairman of the Board, Secretary                  12/2/03
-----------------------------------------
              David M. Otto
5
INDEX TO EXHIBITS
Number                     Description                                           Page
------                     -----------                                           ----
4.1      Consulting  Services  Agreement between Azalea Group Ltd. PA and
         Dtomi, Inc.

5        Opinion of The Otto Law Group PLLC

23.1     Consent of The Otto Law Group, PLLC (contained in exhibit 5)

23.2     Consent of Salberg & Company, P.A.
6