<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 FRANCESCO PASQUALI AND DTOMI, INC.
                              (Full Title of Plan)

CONSULTING SERVICES AGREEMENT BETWEEN BISHOPS GATE PARTNERS, INC.
                                 AND DTOMI, INC.
                              (Full Title of Plan)

      CONSULTING SERVICES AGREEMENT BETWEEN EDWARD KLAEGER AND DTOMI, INC.
                              (Full Title of Plan)

     CONSULTING SERVICES AGREEMENT BETWEEN SAN RAFAEL CONSULTING GROUP, LLC
                                AND DTOMI, INC.
                              (Full Title of Plan)

       CONSULTING SERVICES AGREEMENT BETWEEN ANDREW FISHER AND DTOMI, INC.
                              (Full Title of Plan)

       CONSULTING SERVICES AGREEMENT BETWEEN TERESA RUDDLE AND DTOMI, INC.
                              (Full Title of Plan)

        CONSULTING SERVICES AGREEMENT BETWEEN JOEL FEDDER AND DTOMI, INC.
                              (Full Title of Plan)

    CONSULTING SERVICES AGREEMENT BETWEEN THE RANGELEY COMPANY (C.I.), LTD.,
                                AND DTOMI, INC.
                              (Full Title of Plan)
<PAGE>

     ENGAGEMENT AGREEMENT BETWEEN DTOMI, INC., AND THE OTTO LAW GROUP, PLLC
                              (Full Title of Plan)

         EMPLOYMENT AGREEMENT BETWEEN DTOMI, INC., AND JOHN "JT" THATCH
                              (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

<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,            3,762,334              $0.20                       $752,466.80             $69.22
$0.001 par value
</TABLE>

(1)  The engagement agreement (the "Engagement  Agreement") between The Otto Law
     Group, PLLC ("OLG") and Dtomi, Inc., a Nevada corporation (the "Company" or
     the "Registrant"), provides for legal services to be rendered by OLG to the
     Company on a periodic  basis.  The Company has chosen to compensate OLG for
     legal  services  rendered,  in  part,  by  issuing  five  hundred  thousand
     (500,000)  shares of the Company's  common stock to OLG. The general nature
     and purpose of the  Engagement  Agreement is to provide for legal  services
     for the  Company  and,  at the same  time,  compensate  OLG for said  legal
     services.  The  Engagement  Agreement does not provide for a specific term,
     but remains in effect until  terminated  by either  party.  The  Engagement
     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. The Company has chosen to
     compensate  Thatch  for services rendered, in part, by issuing five hundred
     thousand (500,000) shares of the Company`s common stock in lieu of the cash
     compensation called for in the Employment Agreement. 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.

(1)  The  consulting   services   agreements   (collectively,   the  "Consulting
     Agreements")  between the Company and (i) Francesco  Pasquali  ("Pasquali")
     provides  for four  hundred  two  thousand  and three  hundred  thirty four
     (402,334)  shares of common  stock of the Company to be issued to Pasquali,
     (ii) San Rafael  Consulting  Group, LLC ("SRCG")  provides for five hundred
     fifty thousand (550,000) shares of common stock of the Company to be issued
     to SRCG,  (iii)  Bishops  Gate  Partners,  Inc.  ("BGP")  provides for four
     hundred ten thousand  (410,000) shares of common stock of the Company to be
     issued to BGP,  (iv) Andrew  Fisher  ("Fisher")  provides  for four hundred
     thousand  (400,000)  shares of common  stock of the Company to be issued to
     Fisher,  (v) Teresa Ruddle  ("Ruddle")  provides for three hundred thousand
     (300,000)  shares of common  stock of the  Company  to be issued to Ruddle,
     (vi)


                                       2
<PAGE>

     The  Rangeley  Company  (C.I.),  Ltd.  ("RC")  provides  for  three hundred
     thousand  (300,000)  shares  of common stock of the Company to be issued to
     RC,  (vii)  Joel  Fedder  ("Fedder")  provides  for  two  hundred  thousand
     (200,000) shares of common stock of the Company to be issued to Fedder upon
     the  exercise  of  a  non-qualified  stock  option granted to Fedder in the
     amount  of  two  hundred  thousand  (200,000) shares of common stock of the
     Company  at  a  price  of  Five  Cents ($0.05) per share, and (viii) Edward
     Klaeger  ("Klaeger")  provides for two hundred thousand (200,000) shares of
     common  stock of the Company to be issued to Klaeger upon the exercise of a
     non-qualified  stock option granted to Klaeger in the amount of two hundred
     thousand (200,000) shares of common stock of the Company at a price of Five
     Cents  ($0.05)  per  share.  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) Pasquali - 6 months
     (b) SRCG - 6 months (c) BGP - 6 months (d) Fisher - 6 months (e) Ruddle - 6
     months  (f) Strand - 6 months (g) Fedder - 3 months (h) Klaeger - 3 months.
     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.

(2)  Estimated  solely  for  the  purposes  of  determining the registration fee
     pursuant  to  Rule  457.  On  June  10,  2003, the fair market value of the
     Company's  common  stock,  determined  from  its  closing  price  on  the
     Over-the-Counter  Bulletin  Board  was  $0.20 per share. On this basis, the
     maximum  aggregate offering price for the shares being registered hereunder
     is  $752,466.80,  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,  and (ii) the  Company's
Quarterly  Report on Form 10-QSB and Form  10-QSB,  as amended,  for the quarter
ended March 31, 2003, (iii) the Company's Reports on Forms 8-K and Forms 8-K, as
amended, filed April 9, 2003 and January 31, 2003.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group,  PLLC, who 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 530,000 shares of common stock of the Company.  There are no
arrangements or understandings that would in any way cause Mr. Otto to be deemed
an affiliate of the Registrant or a person  associated  with an affiliate of the
Registrant.

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.

                                       3
<PAGE>

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.

(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



                                       4
<PAGE>



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.

                                   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:  June 10, 2003                  By:      /S/ John "JT" Thatch
                                              ---------------------------------
                                              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>

              John "JT" Thatch
  /S/ ---------------------------------------    Chief Executive Officer, acting Chief              6/10/03
              John "JT" Thatch                   Financial Officer

              David M. Otto
  /S/ ---------------------------------------    Chairman of the Board, Secretary                   6/10/03
              David M. Otto

              Parnell Clitus
  /S/ ---------------------------------------    Director                                           6/10/03
              Parnell Clitus

              John Simpson
  /S/ ---------------------------------------    President, Director                                6/10/03
              John Simpson
</TABLE>



                                       5
<PAGE>


<TABLE>
<CAPTION>

                                               INDEX TO EXHIBITS
  NUMBER                                          DESCRIPTION                                       PAGE
<S>                <C>                                                                             <C>
      4.1          Engagement Agreement with The Otto Law Group, PLLC
      4.2          Consulting Services Agreement between Francesco Pasquali and Dtomi, Inc.
      4.3          Consulting Services Agreement between Edward Klaeger and Dtomi, Inc.
      4.4          Consulting Services Agreement between San Rafael Consulting Group, LLC
                   and Dtomi, Inc.
      4.5          Consulting Services Agreement between Bishops Gate Partners, Inc. and
                   Dtomi, Inc.
      4.6          Consulting Services Agreement between Joel Fedder and Dtomi, Inc.
      4.7          Consulting Services Agreement between Andrew Fisher and Dtomi, Inc.
      4.8          Consulting Services Agreement between Teresa Ruddle and Dtomi, Inc.
      4.9          Consulting Services Agreement between The Rangeley Company (C.I.), Ltd., and Dtomi,
                   Inc.
      4.10         Employment Agreement with John "JT" Thatch

       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>


(1)  Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report
     on Form 10-QSB, filed on December 18, 2001.


                                       6


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 19915}]
{"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": "333-106032", "film-number": "03741027"}, "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 FRANCESCO PASQUALI AND DTOMI, INC.
                              (Full Title of Plan)

CONSULTING SERVICES AGREEMENT BETWEEN BISHOPS GATE PARTNERS, INC.
                                 AND DTOMI, INC.
                              (Full Title of Plan)

      CONSULTING SERVICES AGREEMENT BETWEEN EDWARD KLAEGER AND DTOMI, INC.
                              (Full Title of Plan)

     CONSULTING SERVICES AGREEMENT BETWEEN SAN RAFAEL CONSULTING GROUP, LLC
                                AND DTOMI, INC.
                              (Full Title of Plan)

       CONSULTING SERVICES AGREEMENT BETWEEN ANDREW FISHER AND DTOMI, INC.
                              (Full Title of Plan)

       CONSULTING SERVICES AGREEMENT BETWEEN TERESA RUDDLE AND DTOMI, INC.
                              (Full Title of Plan)

        CONSULTING SERVICES AGREEMENT BETWEEN JOEL FEDDER AND DTOMI, INC.
                              (Full Title of Plan)

    CONSULTING SERVICES AGREEMENT BETWEEN THE RANGELEY COMPANY (C.I.), LTD.,
                                AND DTOMI, INC.
                              (Full Title of Plan)
ENGAGEMENT AGREEMENT BETWEEN DTOMI, INC., AND THE OTTO LAW GROUP, PLLC
                              (Full Title of Plan)

         EMPLOYMENT AGREEMENT BETWEEN DTOMI, INC., AND JOHN "JT" THATCH
                              (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,            3,762,334              $0.20                       $752,466.80             $69.22
$0.001 par value
(1)  The engagement agreement (the "Engagement  Agreement") between The Otto Law
     Group, PLLC ("OLG") and Dtomi, Inc., a Nevada corporation (the "Company" or
     the "Registrant"), provides for legal services to be rendered by OLG to the
     Company on a periodic  basis.  The Company has chosen to compensate OLG for
     legal  services  rendered,  in  part,  by  issuing  five  hundred  thousand
     (500,000)  shares of the Company's  common stock to OLG. The general nature
     and purpose of the  Engagement  Agreement is to provide for legal  services
     for the  Company  and,  at the same  time,  compensate  OLG for said  legal
     services.  The  Engagement  Agreement does not provide for a specific term,
     but remains in effect until  terminated  by either  party.  The  Engagement
     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. The Company has chosen to
     compensate  Thatch  for services rendered, in part, by issuing five hundred
     thousand (500,000) shares of the Company`s common stock in lieu of the cash
     compensation called for in the Employment Agreement. 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.

(1)  The  consulting   services   agreements   (collectively,   the  "Consulting
     Agreements")  between the Company and (i) Francesco  Pasquali  ("Pasquali")
     provides  for four  hundred  two  thousand  and three  hundred  thirty four
     (402,334)  shares of common  stock of the Company to be issued to Pasquali,
     (ii) San Rafael  Consulting  Group, LLC ("SRCG")  provides for five hundred
     fifty thousand (550,000) shares of common stock of the Company to be issued
     to SRCG,  (iii)  Bishops  Gate  Partners,  Inc.  ("BGP")  provides for four
     hundred ten thousand  (410,000) shares of common stock of the Company to be
     issued to BGP,  (iv) Andrew  Fisher  ("Fisher")  provides  for four hundred
     thousand  (400,000)  shares of common  stock of the Company to be issued to
     Fisher,  (v) Teresa Ruddle  ("Ruddle")  provides for three hundred thousand
     (300,000)  shares of common  stock of the  Company  to be issued to Ruddle,
     (vi)

                                       2
The  Rangeley  Company  (C.I.),  Ltd.  ("RC")  provides  for  three hundred
     thousand  (300,000)  shares  of common stock of the Company to be issued to
     RC,  (vii)  Joel  Fedder  ("Fedder")  provides  for  two  hundred  thousand
     (200,000) shares of common stock of the Company to be issued to Fedder upon
     the  exercise  of  a  non-qualified  stock  option granted to Fedder in the
     amount  of  two  hundred  thousand  (200,000) shares of common stock of the
     Company  at  a  price  of  Five  Cents ($0.05) per share, and (viii) Edward
     Klaeger  ("Klaeger")  provides for two hundred thousand (200,000) shares of
     common  stock of the Company to be issued to Klaeger upon the exercise of a
     non-qualified  stock option granted to Klaeger in the amount of two hundred
     thousand (200,000) shares of common stock of the Company at a price of Five
     Cents  ($0.05)  per  share.  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) Pasquali - 6 months
     (b) SRCG - 6 months (c) BGP - 6 months (d) Fisher - 6 months (e) Ruddle - 6
     months  (f) Strand - 6 months (g) Fedder - 3 months (h) Klaeger - 3 months.
     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.

(2)  Estimated  solely  for  the  purposes  of  determining the registration fee
     pursuant  to  Rule  457.  On  June  10,  2003, the fair market value of the
     Company's  common  stock,  determined  from  its  closing  price  on  the
     Over-the-Counter  Bulletin  Board  was  $0.20 per share. On this basis, the
     maximum  aggregate offering price for the shares being registered hereunder
     is  $752,466.80,  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,  and (ii) the  Company's
Quarterly  Report on Form 10-QSB and Form  10-QSB,  as amended,  for the quarter
ended March 31, 2003, (iii) the Company's Reports on Forms 8-K and Forms 8-K, as
amended, filed April 9, 2003 and January 31, 2003.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The Otto Law Group,  PLLC, who 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 530,000 shares of common stock of the Company.  There are no
arrangements or understandings that would in any way cause Mr. Otto to be deemed
an affiliate of the Registrant or a person  associated  with an affiliate of the
Registrant.

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.

                                       3
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.

(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

                                       4
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.

                                   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:  June 10, 2003                  By:      /S/ John "JT" Thatch
                                              ---------------------------------
                                              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
                 ---------                      -----                                               -----
John "JT" Thatch
  /S/ ---------------------------------------    Chief Executive Officer, acting Chief              6/10/03
              John "JT" Thatch                   Financial Officer

              David M. Otto
  /S/ ---------------------------------------    Chairman of the Board, Secretary                   6/10/03
              David M. Otto

              Parnell Clitus
  /S/ ---------------------------------------    Director                                           6/10/03
              Parnell Clitus

              John Simpson
  /S/ ---------------------------------------    President, Director                                6/10/03
              John Simpson
5
INDEX TO EXHIBITS
  NUMBER                                          DESCRIPTION                                       PAGE
4.1          Engagement Agreement with The Otto Law Group, PLLC
      4.2          Consulting Services Agreement between Francesco Pasquali and Dtomi, Inc.
      4.3          Consulting Services Agreement between Edward Klaeger and Dtomi, Inc.
      4.4          Consulting Services Agreement between San Rafael Consulting Group, LLC
                   and Dtomi, Inc.
      4.5          Consulting Services Agreement between Bishops Gate Partners, Inc. and
                   Dtomi, Inc.
      4.6          Consulting Services Agreement between Joel Fedder and Dtomi, Inc.
      4.7          Consulting Services Agreement between Andrew Fisher and Dtomi, Inc.
      4.8          Consulting Services Agreement between Teresa Ruddle and Dtomi, Inc.
      4.9          Consulting Services Agreement between The Rangeley Company (C.I.), Ltd., and Dtomi,
                   Inc.
      4.10         Employment Agreement with John "JT" Thatch

       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.
(1)  Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report
     on Form 10-QSB, filed on December 18, 2001.

                                       6