<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 CHRISTIAN HANEDER
                              (Full Title of Plan)

    CONSULTING SERVICES AGREEMENT BETWEEN DTOMI, INC., AND ERIC OKAMOTO, M.D.
                              (Full Title of Plan)

    AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN DTOMI, INC., AND
                           CAMBRIDGE SECURITIES GROUP
                              (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>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------ ---------------------- -------------------------- -------------------------- --------------
                                                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,            815,621                $1.00                       $815,621                  $75.04
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- --------------
</TABLE>

(1)  The  consulting   services   agreements   (collectively,   the  "Consulting
Agreements")  between the Company and (i) Christian Haneder ("Haneder") provides
for one hundred fifty thousand  (150,000)  shares of common stock of the Company
to be issued to Haneder and (ii) Eric  Okamoto,  M.D.  ("Okamoto")  provides for
four hundred  sixty five  thousand six hundred  twenty one  (465,621)  shares of
common  stock of the  Company  to be  issued to  Okamoto.  Shares  being  issued
pursuant  to  the  Consulting  Agreements  are  being  issued  in  exchange  for
consulting services. The  individuals/entities  receiving shares of common stock
of the Company pursuant to the Consulting Agreements shall be referred to herein
as  the  "Consultants".  The  general  nature  and  purpose  of  the  Consulting
Agreements  are to provide for  consulting  services for the Company and, at the
same time, compensate the Consultants for said consulting services.  The term of
each of the  Consulting  Agreements  is as  follows:  (a)  Haneder  - 1 year (b)
Okamoto  - 1 year  (c)  Cambridge  Securities  Group  - 1 year.  The  Consulting
Agreements may be renewed only by the mutual  written  agreement of the Parties.
The  Consulting  Agreements may be terminated at any time by the Company or each
of the  Consultants  by  providing  written  notice  to  the  other  party.  The
Consulting  Agreements  qualify as Employee  Benefit Plans as defined under Rule
405 of Regulation C.

(1) The Company has amended the consulting  services  agreement (the "Consulting
Agreement")  between the  Company and  Cambridge  Securities  Group  ("Cambridge
Securities  Group")  and the  Company  shall  issue an  additional  one  hundred
thousand (100,000) shares of common stock of the Company to Cambridge Securities
Group pursuant to such amendment. Shares being issued pursuant to the Consulting
Agreement   are  being  issued  in  exchange  for   consulting   services.   The
individuals/entities 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
was for 12 months but has been amended to 15 months.  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.

(1) The employment  agreement  (the  "Employment  Agreement")  between John "JT"
Thatch ("Thatch") and the Company provides for services to be rendered by Thatch
to the  Company  as an  executive  officer,  and  provides  for the  payment  of
incentive  compensation to Thatch.  The Company has chosen to compensate  Thatch
for services rendered, in part, by issuing one hundred thousand (100,000) shares
of the Company's common stock as an incentive  compensation payment. The general
nature and  purpose of the  Employment  Agreement  is to provide  for  executive
officer  services for the Company and, at the same time,  compensate  Thatch for
said services.  The Employment Agreement has a term of three (3) years and maybe
terminated for cause. The Employment  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 October 9, 2003, the fair market value of the Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $1.00 per share. On this basis, the maximum  aggregate  offering price
for the shares being registered hereunder is $815,621, 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.



                                       2
<PAGE>

                                     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 and June 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.  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.

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



                                       3
<PAGE>

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.

(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 4th day of June, 2003.

                                        DTOMI, INC.
                                        (Name of Registrant)



Date: October 10, 2003                  By: /s/
                                            ----------------------------------
                                            John JT Thatch: 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/                                             Director                                        10/10/03
---------------------------------------------
             John "JT" Thatch


/s/                                             Chairman of the Board, Secretary                10/10/03
---------------------------------------------
              David M. Otto
</TABLE>



                                       5
<PAGE>

<TABLE>
<CAPTION>
                               INDEX TO EXHIBITS
Number                            Description                                           Page
------                            -----------                                           ----
<S>      <C>                                                                         <C>
4.1      Consulting Services Agreement between Christian Haneder and Dtomi, Inc.

4.2      Consulting  Services  Agreement  between Eric Okamoto,  M.D. and Dtomi,
         Inc.

4.3      Amendment  No. 1 to Consulting  Services  Agreement  between  Cambridge
         Securities Group 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": "forms8.txt", "secsgml_size_bytes": 16950}]
{"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": "333-109774", "film-number": "03945697"}, "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 CHRISTIAN HANEDER
                              (Full Title of Plan)

    CONSULTING SERVICES AGREEMENT BETWEEN DTOMI, INC., AND ERIC OKAMOTO, M.D.
                              (Full Title of Plan)

    AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT BETWEEN DTOMI, INC., AND
                           CAMBRIDGE SECURITIES GROUP
                              (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,            815,621                $1.00                       $815,621                  $75.04
$0.001 par value
------------------------ ---------------------- -------------------------- -------------------------- --------------
(1)  The  consulting   services   agreements   (collectively,   the  "Consulting
Agreements")  between the Company and (i) Christian Haneder ("Haneder") provides
for one hundred fifty thousand  (150,000)  shares of common stock of the Company
to be issued to Haneder and (ii) Eric  Okamoto,  M.D.  ("Okamoto")  provides for
four hundred  sixty five  thousand six hundred  twenty one  (465,621)  shares of
common  stock of the  Company  to be  issued to  Okamoto.  Shares  being  issued
pursuant  to  the  Consulting  Agreements  are  being  issued  in  exchange  for
consulting services. The  individuals/entities  receiving shares of common stock
of the Company pursuant to the Consulting Agreements shall be referred to herein
as  the  "Consultants".  The  general  nature  and  purpose  of  the  Consulting
Agreements  are to provide for  consulting  services for the Company and, at the
same time, compensate the Consultants for said consulting services.  The term of
each of the  Consulting  Agreements  is as  follows:  (a)  Haneder  - 1 year (b)
Okamoto  - 1 year  (c)  Cambridge  Securities  Group  - 1 year.  The  Consulting
Agreements may be renewed only by the mutual  written  agreement of the Parties.
The  Consulting  Agreements may be terminated at any time by the Company or each
of the  Consultants  by  providing  written  notice  to  the  other  party.  The
Consulting  Agreements  qualify as Employee  Benefit Plans as defined under Rule
405 of Regulation C.

(1) The Company has amended the consulting  services  agreement (the "Consulting
Agreement")  between the  Company and  Cambridge  Securities  Group  ("Cambridge
Securities  Group")  and the  Company  shall  issue an  additional  one  hundred
thousand (100,000) shares of common stock of the Company to Cambridge Securities
Group pursuant to such amendment. Shares being issued pursuant to the Consulting
Agreement   are  being  issued  in  exchange  for   consulting   services.   The
individuals/entities 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
was for 12 months but has been amended to 15 months.  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.

(1) The employment  agreement  (the  "Employment  Agreement")  between John "JT"
Thatch ("Thatch") and the Company provides for services to be rendered by Thatch
to the  Company  as an  executive  officer,  and  provides  for the  payment  of
incentive  compensation to Thatch.  The Company has chosen to compensate  Thatch
for services rendered, in part, by issuing one hundred thousand (100,000) shares
of the Company's common stock as an incentive  compensation payment. The general
nature and  purpose of the  Employment  Agreement  is to provide  for  executive
officer  services for the Company and, at the same time,  compensate  Thatch for
said services.  The Employment Agreement has a term of three (3) years and maybe
terminated for cause. The Employment  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 October 9, 2003, the fair market value of the Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $1.00 per share. On this basis, the maximum  aggregate  offering price
for the shares being registered hereunder is $815,621, 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.

                                       2
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 and June 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.  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.

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

                                       3
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.

(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 4th day of June, 2003.

                                        DTOMI, INC.
                                        (Name of Registrant)

Date: October 10, 2003                  By: /s/
                                            ----------------------------------
                                            John JT Thatch: 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/                                             Director                                        10/10/03
---------------------------------------------
             John "JT" Thatch

/s/                                             Chairman of the Board, Secretary                10/10/03
---------------------------------------------
              David M. Otto
5
INDEX TO EXHIBITS
Number                            Description                                           Page
------                            -----------                                           ----
4.1      Consulting Services Agreement between Christian Haneder and Dtomi, Inc.

4.2      Consulting  Services  Agreement  between Eric Okamoto,  M.D. and Dtomi,
         Inc.

4.3      Amendment  No. 1 to Consulting  Services  Agreement  between  Cambridge
         Securities Group 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