content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                   October 9, 2002
  
  .................................................................................
                  Date of Report (Date of earliest event reported)
  
                                     Dtomi, Inc.
  .................................................................................
               (Exact name of registrant as specified in its charter)
  
  Nevada                                                           98-0207554
  .................................................................................
  (State or other jurisdiction              (Commission           (IRS Employer
  of incorporation)                         File Number)       Identification No.)
  
               200 9th Avenue, Suite 220, Safety Harbor, Florida 34965
  .................................................................................
                 (Address of principal executive offices) (Zip Code)
  
                                   (727) 723-8664
  .................................................................................
                 Registrant's telephone number, including area code
  
  <PAGE>
  
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
  
  On October 2, 2002, the Company executed a binding Share Exchange Agreement (the
  "Share Exchange  Agreement") with Network 60, LLC, a New York Limited  Liability
  Company,  to purchase all of the units of ownership which will effectively merge
  Network 60 into the Company as a wholly owned subsidiary. The terms of the Share
  Exchange  Agreement  provide for a closing no later than October 31,  2002,  the
  Company will pay One Million Three Hundred  Thousand Dollars  ($1,300,000)  plus
  issue a minimum of one million  seven  hundred  thousand  (1,700,000)  shares of
  Company restricted common shares with piggyback  registration rights in exchange
  for total  ownership  of Network  60,  LLC.  The number of Company  shares to be
  issued to Network 60 is  dependant on the average  closing  price of the Company
  shares over the thirty  (30) days  preceding  the  closing and could  exceed one
  million seven hundred thousand  (1,700,000)  shares.  Softbank  Investment Group
  issued to the Company a  "confident  letter" and details of this  financing  are
  currently  being  negotiated.  The  Share  Exchange  Agreement  provides  for an
  alternative  to the  payment  of the full One  Million  Three  Hundred  Thousand
  Dollars  ($1,300,000)  at closing.  A minimum  payment of Five Hundred  Thousand
  dollars  ($500,000)  is  required at closing  and any  remaining  balance may be
  financed by Network 60 secured by the conveyed  assets.  The two  principals  of
  Network 60,  Michael  Alon and Michael  Korff,  signed  employment  contracts to
  continue their services at least through the ninety (90) day transition  period.
  The  Company  plans to retain the  current  employees  of Network  60. The Share
  Exchange  Agreement  also  provides for a seat on the Company board of directors
  for Michael  Alon.  A copy of the Share  Exchange  Agreement is attached to this
  Report as Exhibit 10.4.  The foregoing  description is qualified in its entirety
  by reference to the full text of Exhibit 10.4.
  
  As of September 9, 2002, there were issued and outstanding  18,232,981 shares of
  $0.001 par value common stock.  After the  effectiveness  of the Share  Exchange
  Agreement,  based on the  issuance to the Network 60 Share  Owners of  1,700,000
  shares, there will be approximately  19,932,981 shares issued and outstanding of
  common stock of the Company.  The one million seven hundred thousand (1,700,000)
  shares of  Company  restricted  common  shares to be issued to  Network  60 will
  represent  approximately 8.5% of the issued and outstanding voting securities of
  the Company and the current shareholders of the Company,  after effectiveness of
  the Share Exchange Agreement own approximately 18,232,981 shares of Common Stock
  of  the  Company,  which  represents  approximately  91.5%  of  the  issued  and
  outstanding  voting  securities  of the Company.  The number of shares stated in
  this section does not take into  consideration that the current president of the
  Company  has an  option to  purchase  1,578,779  shares  of  common  stock at an
  exercise price of $0.01 per share.
  
  DESCRIPTION OF NETWORK 60 OPERATIONS
  
  Network60 is an Internet promotions solution company that through its network of
  promotion and  entertainment  websites  offers a flexible,  effective  marketing
  medium to traditional corporations, advertising agencies, and on-line companies.
  Leveraging  its  promotional  expertise,   direct  marketing  and  technological
  sophistication,  and traditional media buying and barter  capability,  Network60
  has developed  profitable,  cutting-edge  products and services for its clients.
  Its multiple revenue streams include customized and generic  sweepstakes,  media
  bartering  and sales,  customer  acquisition  and database  building.  Network60
  derives a large part of its revenue from email marketing for its own proprietary
  database of over 7,000,000 permissioned users, as well as other client databases
  on a revenue  share basis.  Network60 has built a  proprietary  email  marketing
  technology  platform,  which  allows for tens of  millions  of emails to be sent
  daily.  Presently,  Network60  averages over  twenty-five  million  (25,000,000)
  emails a day.
  
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  <PAGE>
  
  One of the critical ingredients in the initial success of Network60, and crucial
  to its continued  growth,  is its innovative  model of  partnerships  with other
  off-line and on-line media. Network60 utilizes its wide array of off-line media,
  to drive off-line  consumers  on-line.  The company's on-line  partnerships with
  other  email  marketing  companies  have  successfully   increased  revenue  for
  Network60. Network60 was built on these alliances. Through contests, sweepstakes
  and other  entertainment  offerings,  visitors  are induced to provide  detailed
  demographic  and  interest  information  and to permit  the  Company to use this
  information to email them promotions and offers on behalf of other companies.
  
  As a  result  of this  winning  formula,  Network60  has  successfully  built an
  impressive  array of assets and service  offerings.  Network60's  websites  have
  accumulated over seven million (7,000,000) unique, "permission" email addresses,
  many complete with  demographic and interest  information.  The Company has been
  growing at a rate of over two hundred  thousand  (200,000)  new email  addresses
  each month.  Network60 common back-end  data-mining  system enables  significant
  economies of scale.
  
  The assets of Network 60 include the leasehold located in Cedarhurst,  New York,
  the electronic  Internet  equipment,  database of over seven million (7,000,000)
  unique,   "permission"   email   addresses  and  various   websites   including:
  FreePinWheel.com  and  CoolWInning.com  which sites offer diverse  selections of
  contests and sweepstakes.  Network 60 has several strategic  relationships:  Now
  Marketing,   Inc.  (formerly  Elbit  Vflash,   Inc.),  a  leading  developer  of
  permission-based digital marketing solutions; NowBox's "The NowBox" messenger is
  a  fully  branded  e-messaging   application  that  creates  an  active  on-line
  communication  channel  without  e-mail;  NowCode  enables  consumers to request
  information, obtain promotional materials, and enter sweepstakes by dialing #NOW
  on  their  cell  phone  and  stating   the   specific   "NowCode"   featured  in
  advertisements;  and Tactica,  Inc.,  New York  City-based  full service  direct
  response marketing and merchandising company with a focus on innovative personal
  care appliances and state-of-the-art house wares products.  Network60 has teamed
  with Tactica, Inc. to launch  www.beautyamerica.com,  a full e-commerce web site
  designed as a showcase for IGIA products. Network60's e-mail database as well as
  relationship with other email marketers, provides the venture with direct access
  to  millions of proven  on-line  shoppers,  and its  ability to develop  on-line
  marketing programs creates perfect  e-commerce  synergy with Tactica.  Tactica's
  capabilities  in new product  recognition and marketing are backed with in-house
  expertise in purchasing,  manufacturing and marketing,  including complete print
  and broadcast production  capabilities,  and its ability to execute and leverage
  massive print and broadcast media buys.
  
  CHANGE IN DIRECTORS AND OFFICERS
  
  The Share Exchange  Agreement  contains a provision that assures  Michael Alon a
  seat on the Company board of directors for a minimum of one year if he chooses.
  
  FORWARD-LOOKING STATEMENTS
  --------------------------
  
  Certain statements in this Report, other than historical information,  should be
  considered  forward-looking  in  nature  and are  subject  to  various  risks or
  uncertainties   and   assumptions.   Should  one  or  more  of  these  risks  or
  uncertainties materialize, or should the underlying assumptions prove incorrect,
  actual results may vary materially from those anticipated,
  
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  <PAGE>
  
  estimated  or expected.  Among the key factors that may have a direct  impact on
  the operating results,  performance or financial condition are risks surrounding
  the closing of the acquisition,  the integration of IMG's business following the
  effectiveness of the Asset Purchase Agreement (including customers, hardware and
  marketing  information) and the Company's  ability to achieve and manage growth.
  Additionally,  other factors that will impact the Company's  success include the
  (i)  Company's  ability to  attract  and retain  qualified  personnel;  the (ii)
  Company's dependence on patent-pending  technology;  (iii) technological changes
  and costs of technology, (iv) industry trends; (v) competition;  (vi) ability to
  develop markets; (vii) changes in business strategy or development plans; (viii)
  availability;  terms and  deployment  of  capital;  (ix)  changes in  government
  regulation;  (x) general  economic and business  conditions;  (xi) other factors
  referenced in this Report;  and (xii) other  factors  discussed in the Company's
  filings  with the  Securities  and  Exchange  Commission.  Such  forward-looking
  statements  speak  only as of the date of this  Report.  The  Company  expressly
  disclaims any obligation or undertaking to disseminate  any updates or revisions
  to any  forward-looking  statement contained herein to reflect any change in the
  Company's  expectations with regard thereto or any change in events,  conditions
  or circumstances on which any such statement is based.
  
  THE COMPANY AND ITS PRODUCTS
  ----------------------------
  
  Dtomi,  Inc., a Nevada  corporation  ("Dtomi" or the "Company"),  was originally
  incorporated as "Recon Rubber Corporation" on June 11, 1998. The Company changed
  its name to "Copper  Valley  Minerals Ltd." on July 1, 2000.  Subsequently,  the
  Company changed its name to "Dtomi,  Inc." on October 25, 2001.  Currently,  the
  Company has one wholly owned  subsidiary,  Dtomi  Acquisition  Corp., a Delaware
  corporation, in which it owns all of the issued and outstanding common stock.
  
  The  Company is a  development  stage  company  that  works with  manufacturers,
  distributors  and purchasers (the  "Customers") to develop  targeted selling and
  purchasing  strategies to assist the Customers in the growth and  development of
  their  businesses.  To date,  the Company has not received any revenues from its
  Customers. The Company has two core services:  Outsourced Leads Generation/Sales
  Prospecting   and    Permission-Based    Marketing.    The   Outsourced    Leads
  Generation/Sales  Prospecting  service is designed  to replace  the  traditional
  telemarketing or "cold-calling" strategy of sellers and purchasers. This service
  is  based  on a  patent-pending  technology,  which  primarily  consists  of  an
  algorithm, or detailed set of instructions,  that sorts and compiles information
  in a database according to specific parameters (the "Technology"). Specifically,
  the  Technology  sorts and compiles  information  from a database which includes
  600,000  manufacturers,  22,000  products,  U.S.  government  SIC  data and U.S.
  Department of Commerce revenue data (collectively,  the "Data"),  using keywords
  and  specific  parameters  (the  "Database  Algorithms")  established  for  each
  Customer,  and generates lists of potential  sellers or purchasers (the "Leads")
  who use the Customer's products or services or supply the raw material needed by
  the Customer in manufacturing their own product (the "Market Intelligence"). The
  Market Intelligence provides "marketing  opportunities" for the Customer because
  it enables the Customer to develop a targeted  selling and  purchasing  strategy
  based on specific  knowledge  of (i) who is in the market of buying the products
  the Customer sells or (ii) where the Customer can purchase raw materials  needed
  to manufacture  its own products.  The Database  Algorithms  also amalgamate the
  Data to provide  historical  trend  analysis  with  respect  to market  size and
  purchasing habits.
  
  "Permission-Based  Marketing" is a service whereby the Company, on behalf of the
  Customer,  initially contacts the Leads generated by the Database  Algorithms to
  obtain  permission  for the  Customers  to contact the Leads  directly to pursue
  future selling and purchasing opportunities.
  
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  <PAGE>
  
  Dtomi  Direct,  the Company's  feature  service is a turn-key  direct  marketing
  application that combines the Outsourced Leads Generation/Sales  Prospecting and
  Permission-Based  Marketing services to leverage direct marketing  techniques on
  behalf of its Customers.
  
  The Company  expects to generate  revenues from its Customers in connection with
  (i)  selling  Market  Intelligence  to its  Customers  and  (ii)  assisting  its
  Customers in identifying new markets and prospects for clients and  facilitating
  initiation of the sales process with Dtomi Direct.
  
  COMPETITION
  -----------
  
  While the Company believes no other company currently  provides all the services
  that the Company offers,  there are two (2) classes of competitors which provide
  a portion of the services that the Company  offers:  (i) database  suppliers and
  (ii) on-line publishing companies.
  
  Database suppliers include print and electronic  database compliers that provide
  manufacturing  information.  Competitors in this category include companies such
  as InfoUSA,  Thomas  Register,  Dunn & Bradstreet and Harris  InfoSource.  These
  companies  have  their  roots  in  publishing  business  information,   but  use
  traditional methods to execute their business models, such as publishing printed
  books and directories of market information and offering these printed books and
  directories   to   potential   customers.    The   data-compiling   process   is
  labor-intensive and expensive,  which results in nominal margins. Further, these
  companies may lack the capital and technology  that is required to migrate to an
  on-line  business  model,  which will limit  their  ability to compete  with the
  Company in an on-line environment.
  
  On-line publishing companies are publishing houses that have an on-line presence
  with the intent of providing data intelligence by using their  subscription base
  as a source for  industry  information.  Competitors  in this  category  include
  companies such as Hoovers,  Inc. and Cahners, a division of Reed Elsevier,  Inc.
  These companies focus on publishing using expensive content-gathering mechanisms
  with a limited  niche market  focus.  Typically,  these  companies  partner with
  technology  companies that can provide  high-tech  solutions to their processes.
  This  arrangement,  however,  is a more expensive way to conduct  business in an
  on-line environment. In contrast, by already having both an on-line presence and
  the Tools to make the data-compiling process more seamless, the Company provides
  a network for  manufacturers,  distributors  and  purchasers to access  relevant
  market information for the purchase and sale of their goods and/or services.
  
  EMPLOYEES
  ---------
  
  Currently,  the Company has four (4) full-time employees.  None of the employees
  is subject to collective  bargaining  agreements.  Additionally,  the Company is
  working with  independent  contractors  to fulfill  current  sales and marketing
  needs. Over the next twelve (12) months,  the Company plans on hiring additional
  employees to fulfill its staffing  requirements as the need arises due to growth
  and expansion of both the Company and its products and services.
  
  MARKETING PLANS
  ---------------
  
  To achieve certain revenue goals over the next year the Company will promote its
  products through several marketing  sources,  from  manufacturing  associations,
  manufacturing  representatives  and on-line  marketing  efforts,  utilizing  the
  Company's "Dtomi Direct" program,  strategic  relationships  and  cost-effective
  promotion and advertising  campaigns.  The Company's sales and marketing efforts
  will initially target the entire United States, with an emphasis in
  
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  <PAGE>
  
  heavy  industrial  areas.  The  Company's  goals are to become  the (i)  leading
  aggregator and (ii)  distributor of manufacturing  data by gathering  fragmented
  manufacturing data from disparate sources worldwide into a collective, powerful,
  interlocking matrix of concise information.
  
  PRINCIPAL AGREEMENTS
  
  At this time, the Company has not entered into any principal agreements.
  
  DESCRIPTION OF PROPERTY
  
  The Company recently relocated its offices to 200 Ninth Avenue North, Suite 220,
  Safety Harbor,  Florida 34965 and is in the process of transferring the computer
  systems acquired from IMG to its new offices.  The Company is subleasing  office
  space from New Millennium Media International, Inc., the terms and conditions of
  which are in the negotiation stage.
  
  LEGAL PROCEEDINGS
  
  The Company is not currently subject to any legal proceedings.
  
  RISK FACTORS
  
  The Company is a development stage company with a limited history of operations.
  If the Company is unable to successfully execute its business plan, its business
  and operating  results will suffer.  There is no certainty that the Company will
  be successful in developing  the business of the Company  described  herein,  or
  that its facilities or employees will be capable of satisfactorily  carrying out
  such business.  The Company has limited  resources.  As the Company is venturing
  into a new market,  it is likely to be subject to risks that  management has not
  anticipated.
  
  WE ARE AT AN  EARLY  STAGE OF  DEVELOPMENT  AND OUR  BUSINESS  IS  DIFFICULT  TO
  EVALUATE BECAUSE WE HAVE A LIMITED  OPERATING  HISTORY AND OUR BUSINESS STRATEGY
  IS EVOLVING,  AND  CONSEQUENTLY,  OUR OPERATING  RESULTS MAY BE  uncertain.  The
  Company is in a development  stage and its operations will be subject to all the
  risks inherent in the establishment of a new business enterprise,  including (i)
  limited  capital,  (ii) possible  delays in the development of the Company's web
  site, (iii) implementation of the Company's business plan, (iv) uncertain market
  conditions and the (v) absence of a company  operating  history.  The likelihood
  that the Company  will  succeed  must be  considered  in light of the  problems,
  expenses,  and delays frequently  encountered in connection with the development
  of new  businesses,  as well as many other  factors.  There can be no assurances
  that the Company's plans will either materialize or prove successful or that the
  Company will be  profitable.  Some of the  specific  risks  include  whether the
  Company is able to:
       o    Develop and constantly  improve  functional and attractive product and
            service offerings;
       o    Attract  and  maintain  a large  base  of  clients  for the  Company's
            products;
       o    Provide useful  content to clients,  either through search engines and
            e-mail  delivery  services  or through  strategic  relationships  with
            content providers;
       o    Establish  and  maintain  relationships  with  advertisers,  sponsors,
            e-commerce partners,  distribution  partners,  and service and content
            providers;
       o    Expand sales and marketing efforts;
       o    Retain and motivate qualified personnel; and
  
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       o    Respond successfully to competitive developments.
  
  WE WILL NEED ADDITIONAL FINANCING, AND IF WE CANNOT SECURE SUCH FINANCING, THERE
  WOULD BE SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN. The
  Company will require additional  financing to meet its obligations and to pursue
  its current or future plans for expansion and product  development.  The Company
  has  generated no revenues  since its  inception.  The Company  expects to incur
  additional losses over the next twelve (12) months. In the short run, losses may
  result because the increased level of expenses may exceed anticipated  projected
  revenues as the Company  focuses on the further  enhancement  of its system.  No
  assurance can be given that the Company will be profitable in the future or that
  its business  strategy will be  successful.  If the Company  should need further
  financing  in the  future,  there  can be no  assurance  that the  Company  will
  successfully  obtain  additional  financing  on favorable  terms,  or at all. In
  addition,  if issuing equity  securities to raise additional funds is necessary,
  further  significant  dilution  to  shareholders  could  result.  If  sources of
  acceptable financing are not available, the Company would be adversely affected.
  
  OUR  BUSINESS  MODEL IS EVOLVING AND  UNPROVEN,  WHICH MAY AFFECT OUR ABILITY TO
  GENERATE  REVENUE.  Since the Company is in the early  stages of  launching  its
  sales and marketing  campaign for its products,  the Company's business model is
  evolving  and  unproven  and if  revenues  are not  generated  from the  planned
  sources.  The Company's  business  model will continue to develop as the Company
  explores  opportunities  in new and  unproven  areas.  The  Company is unable to
  forecast  its  revenues  with any  degree of  certainty  as a result of  limited
  operating history and unproven business model. The Company bases its current and
  projected  expense  levels  largely on its  estimates  of future  revenues.  The
  success of the business depends on increasing  revenues to offset  expenses.  If
  the Company's revenues are less than expected,  or if the operating expenses are
  more than expected or cannot be reduced,  the business,  financial condition and
  operating results will be materially and adversely affected.
  
  WE  MAY  NOT  HAVE  GOOD  TITLE  TO  THE  ASSETS  ACQUIRED  FROM   INTERNATIONAL
  MANUFACTURERS  GATEWAY,  INC.,  WHICH ARE THE CORE  ASSETS OF OUR  BUSINESS  AND
  OPERATIONS.  The  assets  that make up the core  business  of the  Company  were
  acquired from Internal  Manufacturers  Gateway, Inc. (IMG) pursuant to the terms
  and conditions of an Asset  Purchase  Agreement  (the  "Assets").  The Company's
  ability to exploit and use the assets and  technologies  acquired  from IMG will
  depend, in part, on having good title to the assets and  technologies.  Pinnacle
  Covenant Group ("Pinnacle" or the "Lien Holder") has a UCC-1 Financing Statement
  filed  against the  intellectual  property  of IMG,  now  existing or  hereafter
  acquired  or  produced  by IMG (the  "Lien")  in  connection  with that  certain
  Convertible  Promissory Note,  dated May 17, 2001,  between IMG and Pinnacle for
  One Hundred Fifty Thousand Dollars ($150,000). Although the Company has received
  preliminary  indications  from the Lien  Holder  that such Lien will be released
  pursuant to  negotiations  between the Lien Holder and the Company,  there is no
  guarantee that the Lien will, in fact, be released and therefore the asset which
  were acquired  pursuant to the Asset  Purchase  Agreement may not be retained by
  the Company.  Additionally, if IMG files a petition for bankruptcy, a bankruptcy
  court could avoid the purchase of the Assets.
  
  OUR  OPERATIONS MAY BE NEGATIVELY  IMPACTED BY GENERAL  ECONOMIC  CONDITIONS.  A
  broad-based  recession can cause business and  individual  customers to delay or
  forego entirely investments in value-added business information products such as
  ours. Similarly,  companies often drastically reduce advertising expenditures in
  anticipation of an economic  downturn.  A recession in the United States,  thus,
  may have a material adverse effect on our ability to generate revenue streams. A
  general slowdown in the economy can cause businesses to
  
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  <PAGE>
  
  reduce  discretionary  spending in areas such as  advertising  and with business
  information  providers as well as create greater risk of business  failure among
  existing customers.
  
  THE DEMAND  FOR OUR  PRODUCTS  AND  SERVICES  MAY NOT BE AT THE LEVEL  NEEDED TO
  ACHIEVE SUCCESS OR  PROFITABILITY.  The Company's  future success depends on the
  ability  to  attract  clients  for  its  products,  advertisers,   sponsors  and
  e-commerce  partners and on the acceptance and increased use of the products and
  services.  The  failure  to  obtain a  sufficiently  large  number  of  clients,
  sponsorships,  e-commerce  relationships  and widespread use of the products and
  services  will have a material  and adverse  effect on the  business,  financial
  condition and operating results.
  
  WE FACE RISKS  ASSOCIATED  WITH  ACQUISITION  OR  INVESTMENTS  IN  COMPLEMENTARY
  BUSINESSES.   The  Company  may  acquire  or  make   investments  in  additional
  complementary  businesses,  technologies,  services or  products if  appropriate
  opportunities  arise. This acquisition and investment strategy has the following
  risks:
       o    May  not be  able  to  identify  suitable  acquisition  or  investment
            candidates at reasonable prices;
       o    May  not be able  to  successfully  integrate  services,  products  or
            personnel of any acquisition or investment into the operations;
       o    May acquire unknown  liabilities in these acquisitions or investments;
            and
       o    Costs associated with these  acquisitions,  including the amortization
            of intangible assets, will adversely affect profitability.
  
  WE FACE RISKS ASSOCIATED WITH THE CONTINUED GROWTH AND ADOPTION OF THE INTERNET;
  IF THIS TREND DOES NOT CONTINUE,  OUR BUSINESS MODEL MAY NOT ACHIEVE  SUCCESS OR
  PROFITABILITY.   The  Company's  success  will  depend  substantially  upon  the
  continued  adoption of the  Internet as an  attractive  platform  for  commerce,
  advertising,  communication and business applications. To date, many businesses,
  advertisers and consumers  still have only limited  experience with the Internet
  as a commercial, advertising and communications medium and platform for business
  applications.  The Company's business will suffer if the Internet is not adopted
  as a sustainable  commercial,  advertising and communication  medium. The use of
  the technology requires the acceptance of new ways of exchanging information and
  conducting  business.  E-commerce will account for a significant  portion of the
  future  revenues and if  e-commerce  does not grow or grows slower than expected
  then the  overall  business  will  suffer.  A number of  factors  could  prevent
  acceptance of e-commerce, including:
       o    E-commerce  is still at an early stage and buyers may be  unwilling to
            shift their purchasing from traditional vendors to on-line vendors;
       o    The  necessary  network  and  telecommunications   infrastructure  for
            substantial growth in usage of the Internet may not develop;
       o    Increased  government  regulations or taxation may limit the growth of
            e-commerce; and
       o    Adverse   publicity  and  consumer   concern  about  the  security  of
            e-commerce transactions may discourage its acceptance and growth.
  
  Future success depends upon the Company's ability to deliver compelling Internet
  content, products and services that will attract users. If the Company is unable
  to offer  Internet  content  or  products  and  services  that  attract  a loyal
  clientele,  it could have a material  adverse effect on the business,  financial
  condition and operating results.
  
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  <PAGE>
  
  WE MAY BE SUBJECT TO INTENSE  COMPETITION IN THE MARKET,  WHICH COULD PREVENT US
  FROM  INCREASING  REVENUE  AND  ACHIEVING   PROFITABILITY,   OR  RESULT  IN  THE
  OBSOLESCENCE  OF OUR  TECHNOLOGY.  The  Company  expects to  experience  intense
  competition  from numerous  current and future  sources  including  providers of
  Internet business-to-business services, database providers, and traditional hard
  copy catalogue and index  companies.  Many of these potential  competitors  have
  significantly greater financial,  technical,  marketing and other resources than
  the Company. Our competitors may be able to produce more effective products,  to
  response  more quickly to new or emerging  technologies  and changes in customer
  requirements or to devote greater  resources to the  development,  promotion and
  sale of their products than the Company.  The Company expects to face additional
  competition as other established and emerging  companies enter the market and as
  new products and other technologies are introduced.  Increased competition could
  result in price  reductions,  fewer customers or members,  reduced gross margins
  and loss of market share, any one of which could materially and adversely affect
  the Company's business operating results and financial condition.
  
  OUR SYSTEMS,  TECHNOLOGY  AND SERVICES ARE SUBJECT TO ONGOING  DEVELOPMENT.  The
  business  depends on the efficient and  uninterrupted  operation of the computer
  and communication systems. The Company's computer and communication systems will
  be located at its  principal  office in Safety  Harbor,  Florida.  Although  the
  Company has not  experienced a system failure or significant  interruption,  any
  system  interruptions  that cause the  services to be  unavailable  or result in
  slower  response times could result in a loss of potential or existing  clients,
  sponsors and e-commerce  partners,  and insurance may not be sufficient to cover
  losses from these  events.  The Company plans to update and enhance its existing
  system.  When  introduced,   the  updated  products  will  be  unproven  in  the
  marketplace as finished products.  There can be no assurance that these products
  will be complete  and  commercially  introduced  at the times  scheduled  by the
  Company, if ever, or that, if completed and introduced, that these products will
  function in accordance  with the Company's  current  expectations  or be able to
  compete successfully in the marketplace.  In addition, there can be no assurance
  that a  competitor  will not  introduce  similar or  competitive  technology  or
  products to the marketplace.  The Company may not discover software defects that
  affect  our new or  current  services  or  enhancements  until  after  they  are
  deployed.  These defects could cause service  interruptions,  which could damage
  our  reputation  and brand  value,  increase  our service  costs,  cause loss of
  revenues,  delay market acceptance or divert product development resources,  any
  of which could cause the business to suffer.  The Company's products may require
  significant ongoing technology and programming enhancements. Should we be unable
  to source the required technology or programming ability,  completion of product
  enhancements could be negatively impacted.
  
  WE NEED TO DEVELOP  COMPREHENSIVE  COMPENSATION AND BENEFITS PACKAGES TO RECRUIT
  AND  RETAIN  KEY  PERSONNEL.  At the  present  time,  the  Company  has four (4)
  employees,  including  administrative,  marketing and technical  staff  members.
  Additionally,  the Company is working with  independent  contractors  to fulfill
  current sales and marketing  needs. In addition to updating the technology,  the
  success of the  Company  will  depend  largely on the  ability of the Company to
  recruit and retain a  qualified,  experienced  management  team as well as other
  qualified  employees,  particularly  highly skilled technical support personnel.
  The Company  does not have "Key Person"  life  insurance  policies on any of its
  officers or  associates.  The  competition  for such  personnel is intense.  The
  Company will compete with some of the major computer, communications, consulting
  and software  companies,  as well as IT  departments of major  corporations,  in
  seeking  to  attract  qualified  personnel.   Any  failure  by  the  Company  to
  successfully  expand and integrate its management team or its technical  support
  personnel  would  materially  and  adversely  affect  the  Company's   business,
  operating results and financial condition.
  
                                          9
  <PAGE>
  
  OUR  TECHNOLOGY  MAY  NEED   ADDITIONAL   DEVELOPMENT   WORK  TO  ADAPT  TO  THE
  FUNCTIONALITY  REQUIREMENTS  FOR  OUR  PRODUCTS.  The  Company's  products  need
  additional  development  to be  fully  enabled  for  customer  use and  generate
  increased  revenue.  While the  database  is  complete,  the  current  searching
  technology  allows  customers  to view  approximately  ten percent  (10%) of the
  available  information  fields for any database  record.  Additionally,  while a
  search may result in several  hundred or more  records,  the current  technology
  allows  customers to view only the first two hundred (200)  records.  The search
  and match  technology was initially  offered to customers as a value-added  tool
  and was not intended as a revenue  generator.  The revised  model calls for this
  technology to be the basis of significant  revenue  generation and a core driver
  of the Company's  revenue  model and business  plan.  While the  Company's  plan
  includes fully  developing our technology to address the above  limitations  and
  drive revenues, any delay or inability to complete such development or a lack of
  customer  acceptance  of our products  would result in a negative  impact to our
  business,  would  negatively  impact our revenue  model,  and would  result in a
  reduction in the value of your investment.
  
  OUR  INTELLECTUAL   PROPERTY   PROTECTION  MAY  BE  INADEQUATE  TO  PROTECT  OUR
  PROPRIETARY  RIGHTS,  AND WE MAY NOT BE ABLE TO OBTAIN  ALL OF THE  INTELLECTUAL
  PROPERTY RIGHTS NECESSARY TO PROTECT OUR TECHNOLOGY. The Company's primary asset
  is  a  technology   described  in  patent  application  for  a  "Computer  Based
  Comprehensive Commerce System. We cannot assure you that patents will issue from
  the pending  application or, if a patent does issue, that claims allowed will be
  sufficiently  broad to protect our  technology.  Further,  any of our current or
  future  patents or trademarks may be challenged,  invalidated,  circumvented  or
  rendered unenforceable, and the rights granted under those patents or trademarks
  may not  provide  us  with  significant  proprietary  protection  or  commercial
  advantage.  Moreover,  any patent may not preclude  competitors  from developing
  equivalent or superior products and technology.
  
  IF WE ARE  UNABLE TO  PROTECT  OUR  PROPRIETARY  RIGHTS  ADEQUATELY,  OR OPERATE
  WITHOUT VIOLATING THE INTELLECTUAL  PROPERTY OF OTHERS, OUR COMPETITIVE POSITION
  WILL  SUFFER  AND OUR  BUSINESS  AND  FINANCIAL  CONDITION  WOULD  BE  ADVERSELY
  AFFECTED.  The Company's  success and ability to compete depend to a significant
  degree upon its patent-pending technology,  software products, and database. The
  Company attempts to protect them under a combination of patent, copyright, trade
  secret and trademark laws and  contractual  restrictions  on employees and third
  parties.  The Company generally enters into  non-disclosure and  confidentiality
  agreements with its employees,  consultants,  advisors,  and financing  sources.
  Despite these precautions,  it may be possible for unauthorized  parties to copy
  the  Company's  software  or to  reverse-engineer  or  otherwise  obtain and use
  information  that the Company regards as proprietary.  In addition,  the laws of
  some foreign countries do not protect proprietary  technology to the same extent
  as the laws of the United  States.  The Company  believes  that its products and
  services  do not  infringe  the  rights  of third  parties,  including  patents,
  copyrights  and trade  secrets of others;  however,  while the  Company  has not
  received notice of any infringement claims, third parties may assert such claims
  against the  Company,  and such claims  could  require the Company to enter into
  licensing   agreements  for  technology  or  database  in  question  or  royalty
  arrangements  or result in  litigation,  which could  materially  and  adversely
  affect the  Company's  business,  operating  results  and  financial  condition.
  Moreover,  the  Company's  financial  resources  may not be adequate to actively
  pursue  litigation  as  a  means  of  asserting,   enforcing  or  defending  its
  intellectual property rights.
  
  THE POSSIBILITY EXISTS THAT WE WILL BE A PARTY TO LEGAL  PROCEEDINGS.  While the
  Company is not subject to any legal proceedings, the potential exists that legal
  proceedings,  if any, brought against IMG and/or its assets,  will impact on the
  Company and the assets it acquired pursuant
  
                                         10
  <PAGE>
  
  to the Asset Purchase  Agreement.  The Company cannot guarantee that the Company
  will be held harmless and/or the Company's assets will not be the subject of any
  potential legal proceeding.
  
  WE OPERATE IN AN UNCERTAIN  REGULATORY AND LEGAL ENVIRONMENT THE  IMPLEMENTATION
  OF NEW LAWS AND  REGULATIONS  MAY  ADVERSELY  AFFECT  OUR  BUSINESS.  Government
  regulation may impose additional burdens on the business. It may also impede the
  growth in Internet  use and thereby  decrease  the demand for our  products  and
  services or otherwise have a material adverse effect on the business,  financial
  condition and operating results because of the Internet's popularity and growth,
  new laws and regulations may be adopted in such areas as:
       o    On-line content;
       o    User privacy;
       o    Taxation;
       o    Access charges;
       o    On-line copyright protection; and
       o    Consumer protection
  
  Additionally,  United  States and  foreign  laws  applicable  to  e-commerce  or
  Internet  communications  are becoming more  prevalent.  Any new  legislation or
  regulation  regarding  the  Internet,  or the  application  of existing laws and
  regulations, to the Internet, could materially adversely affect the Company.
  
  WE MAY NOT HAVE THE  RESOURCES  TO INDEMNIFY  OUR OFFICERS AND  DIRECTORS IN THE
  EVENT LEGAL  PROCEEDINGS  ARE BROUGHT  AGAINST THEM  PERSONALLY.  The  Company's
  articles  of  incorporation,  as  amended,  provide  that the  liability  of our
  directors is limited and that we will  indemnify  the  Company's  directors  and
  officers to the fullest extent permitted by law. Insofar as indemnification  for
  liabilities  arising under the  Securities  Act may be provided to the Company's
  directors,  officers and controlling  persons pursuant to those  provisions,  or
  otherwise,  the Company has been advised  that in the opinion of the  Commission
  such indemnification is against public policy as expressed in the Securities Act
  and is, therefore, unenforceable.
  
  The Company's articles of incorporation contain provisions,  which eliminate the
  personal  liability  of our  directors  to us or our  stockholders  for monetary
  damages for breach of their  fiduciary  duty as a director to the fullest extent
  permitted by Nevada law, except for liability:
       (1)  for acts or omissions which involve intentional misconduct, fraud or a
            knowing violation of the law; and
       (2)  the  payment of  dividends  in  violation  of Nevada  Revised  Statute
            78.300.
  
  These  provisions  do not affect a director's  responsibilities  under any other
  laws, including the federal securities laws and state and federal  environmental
  laws.
  
  OUR SECURITIES ARE SUBJECT TO THE PENNY STOCK REGULATIONS, WHICH MAY INCREASE AN
  INVESTOR'S  RISK. The Company's  securities are subject to the penny stock rules
  because  the current  value of the stock is below the $5.00 per share  threshold
  triggering  the  application  of penny stock rules.  Penny stocks are  generally
  equity  securities  with a price  of less  than  $5.00  per  share  (other  than
  securities  registered  on certain  national  exchanges  or quoted on the NASDAQ
  system).  The penny stock rules require a broker-dealer,  prior to a transaction
  in a penny  stock  not  otherwise  exempt  from  the  rules  to  deliver  a risk
  disclosure document that provides information about the nature and level of risk
  in the penny stock market. The broker-dealer also must provide the customer with
  current bid and offer transactions, and monthly
  
                                         11
  <PAGE>
  
  account  statements  showing  the market  value of each penny  stock held in the
  customer's account.  In addition,  the broker-dealer must make a special written
  agreement to the transaction. These requirements may have the effect of reducing
  the level of trading  activity  and the  secondary  market  for a security  that
  becomes subject to the penny stock rules. Therefore,  investors may find it more
  difficult to sell their shares.
  
  WE DO NOT HAVE KEY MAN LIFE INSURANCE.
  
  At this time,  the Company does not have key man life  insurance  for any of its
  directors, officers or executive management.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a)  Financial  Statements of Network 60. The financial  statements  required by
       this item will be filed by  amendment  no later than 60 days after the date
       that this initial Report is filed.
  
  [INSERT INFORMATION FROM AUDITOR]
  
  (b)  Pro  Forma  Financial  Information.   The  pro-forma  financial  statements
       required  by this item  will be filed by  amendment  no later  than 60 days
       after the date that this initial Report is filed.
  
  [INSERT INFORMATION FROM AUDITOR]
  
  (c)  Exhibits.
  
                                         12
  <PAGE>
  
  Exhibit
  Number    Description
  ------    -----------
  
  10.1      Share  Exchange  Agreement  dated October 2, 2002, by and among Dtomi,
            Inc., Network 60, LLC, Network 60 Share Owners, Ubiquity, Michael Alon
            and Michael Korff.
  
  10.2      Promissory Note to be dated and executed by Dtomi,  Inc. at closing in
            the principal  amount of eight  hundred  thousand  dollars  ($800,000)
            naming as payees  Michael  Alon and  Michael  Korff as agents  for the
            Network 60 Share Owners.
  
  10.3      Security  Agreement to be dated and executed by Dtomi, Inc. at closing
            creating a security  interest  to Michael  Alon and  Michael  Korff as
            agents  for the  Network  60 Share  Owners in the  assets  effectively
            conveyed to Dtomi,  Inc.  via the Share  Exchange  Agreement  (Exhibit
            10.1).
  
  10.4      Assignment  and Pledge  Agreement  to be dated at closing  pledging to
            Michael  Alon and  Michael  Korff as agents  for the  Network 60 Share
            Owners a first priority  security  interest in the assets  effectively
            conveyed to Dtomi,  Inc.  via the Share  Exchange  Agreement  (Exhibit
            10.1).
  
  10.5      Employment  Agreement  to be dated and  executed at closing by Michael
            Alon.
  
  10.6      Employment  Agreement  to be dated and  executed at closing by Michael
            Korff.
  
                                         13
  <PAGE>
  
  SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                          Dtomi, Inc.
                                          (Name of Registrant)
  
  
  Date:  October 9, 2002                  By: /s/ John "JT" Thatch
                                              --------------------
                                              John "JT" Thatch
                                              President/CEO
  
                                         14
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  Exhibit
  Number    Description
  ------    -----------
  
  10.1      Share  Exchange  Agreement  dated October 2, 2002, by and among Dtomi,
            Inc., Network 60, LLC, Network 60 Share Owners, Ubiquity, Michael Alon
            and Michael Korff.
  
  10.2      Promissory Note to be dated and executed by Dtomi,  Inc. at closing in
            the principal  amount of eight  hundred  thousand  dollars  ($800,000)
            naming as payees  Michael  Alon and  Michael  Korff as agents  for the
            Network 60 Share Owners.
  
  10.3      Security  Agreement to be dated and executed by Dtomi, Inc. at closing
            creating a security  interest  to Michael  Alon and  Michael  Korff as
            agents  for the  Network  60 Share  Owners in the  assets  effectively
            conveyed to Dtomi,  Inc.  via the Share  Exchange  Agreement  (Exhibit
            10.1).
  
  10.4      Assignment  and Pledge  Agreement  to be dated at closing  pledging to
            Michael  Alon and  Michael  Korff as agents  for the  Network 60 Share
            Owners a first priority  security  interest in the assets  effectively
            conveyed to Dtomi,  Inc.  via the Share  Exchange  Agreement  (Exhibit
            10.1).
  
  10.5      Employment  Agreement  to be dated and  executed at closing by Michael
            Alon.
  
  10.6      Employment  Agreement  to be dated and  executed at closing by Michael
            Korff.
  
                                         15
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "x8k-1002.txt", "description": "DTOMI, INC.", "secsgml_size_bytes": 46289}]
metadata_filer: {"company-data": {"conformed-name": "DTOMI INC", "cik": "0001083721", "assigned-sic": "1000", "irs-number": "980207554", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27277", "film-number": "02786222"}, "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": "RECON RUBBER CORP", "date-changed": "19990823"}, {"former-conformed-name": "COPPER VALLEY MINERALS LTD", "date-changed": "19990823"}]}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                   October 9, 2002
  
  .................................................................................
                  Date of Report (Date of earliest event reported)
  
                                     Dtomi, Inc.
  .................................................................................
               (Exact name of registrant as specified in its charter)
  
  Nevada                                                           98-0207554
  .................................................................................
  (State or other jurisdiction              (Commission           (IRS Employer
  of incorporation)                         File Number)       Identification No.)
  
               200 9th Avenue, Suite 220, Safety Harbor, Florida 34965
  .................................................................................
                 (Address of principal executive offices) (Zip Code)
  
                                   (727) 723-8664
  .................................................................................
                 Registrant's telephone number, including area code
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
  
  On October 2, 2002, the Company executed a binding Share Exchange Agreement (the
  "Share Exchange  Agreement") with Network 60, LLC, a New York Limited  Liability
  Company,  to purchase all of the units of ownership which will effectively merge
  Network 60 into the Company as a wholly owned subsidiary. The terms of the Share
  Exchange  Agreement  provide for a closing no later than October 31,  2002,  the
  Company will pay One Million Three Hundred  Thousand Dollars  ($1,300,000)  plus
  issue a minimum of one million  seven  hundred  thousand  (1,700,000)  shares of
  Company restricted common shares with piggyback  registration rights in exchange
  for total  ownership  of Network  60,  LLC.  The number of Company  shares to be
  issued to Network 60 is  dependant on the average  closing  price of the Company
  shares over the thirty  (30) days  preceding  the  closing and could  exceed one
  million seven hundred thousand  (1,700,000)  shares.  Softbank  Investment Group
  issued to the Company a  "confident  letter" and details of this  financing  are
  currently  being  negotiated.  The  Share  Exchange  Agreement  provides  for an
  alternative  to the  payment  of the full One  Million  Three  Hundred  Thousand
  Dollars  ($1,300,000)  at closing.  A minimum  payment of Five Hundred  Thousand
  dollars  ($500,000)  is  required at closing  and any  remaining  balance may be
  financed by Network 60 secured by the conveyed  assets.  The two  principals  of
  Network 60,  Michael  Alon and Michael  Korff,  signed  employment  contracts to
  continue their services at least through the ninety (90) day transition  period.
  The  Company  plans to retain the  current  employees  of Network  60. The Share
  Exchange  Agreement  also  provides for a seat on the Company board of directors
  for Michael  Alon.  A copy of the Share  Exchange  Agreement is attached to this
  Report as Exhibit 10.4.  The foregoing  description is qualified in its entirety
  by reference to the full text of Exhibit 10.4.
  
  As of September 9, 2002, there were issued and outstanding  18,232,981 shares of
  $0.001 par value common stock.  After the  effectiveness  of the Share  Exchange
  Agreement,  based on the  issuance to the Network 60 Share  Owners of  1,700,000
  shares, there will be approximately  19,932,981 shares issued and outstanding of
  common stock of the Company.  The one million seven hundred thousand (1,700,000)
  shares of  Company  restricted  common  shares to be issued to  Network  60 will
  represent  approximately 8.5% of the issued and outstanding voting securities of
  the Company and the current shareholders of the Company,  after effectiveness of
  the Share Exchange Agreement own approximately 18,232,981 shares of Common Stock
  of  the  Company,  which  represents  approximately  91.5%  of  the  issued  and
  outstanding  voting  securities  of the Company.  The number of shares stated in
  this section does not take into  consideration that the current president of the
  Company  has an  option to  purchase  1,578,779  shares  of  common  stock at an
  exercise price of $0.01 per share.
  
  DESCRIPTION OF NETWORK 60 OPERATIONS
  
  Network60 is an Internet promotions solution company that through its network of
  promotion and  entertainment  websites  offers a flexible,  effective  marketing
  medium to traditional corporations, advertising agencies, and on-line companies.
  Leveraging  its  promotional  expertise,   direct  marketing  and  technological
  sophistication,  and traditional media buying and barter  capability,  Network60
  has developed  profitable,  cutting-edge  products and services for its clients.
  Its multiple revenue streams include customized and generic  sweepstakes,  media
  bartering  and sales,  customer  acquisition  and database  building.  Network60
  derives a large part of its revenue from email marketing for its own proprietary
  database of over 7,000,000 permissioned users, as well as other client databases
  on a revenue  share basis.  Network60 has built a  proprietary  email  marketing
  technology  platform,  which  allows for tens of  millions  of emails to be sent
  daily.  Presently,  Network60  averages over  twenty-five  million  (25,000,000)
  emails a day.
  
                                         2
  One of the critical ingredients in the initial success of Network60, and crucial
  to its continued  growth,  is its innovative  model of  partnerships  with other
  off-line and on-line media. Network60 utilizes its wide array of off-line media,
  to drive off-line  consumers  on-line.  The company's on-line  partnerships with
  other  email  marketing  companies  have  successfully   increased  revenue  for
  Network60. Network60 was built on these alliances. Through contests, sweepstakes
  and other  entertainment  offerings,  visitors  are induced to provide  detailed
  demographic  and  interest  information  and to permit  the  Company to use this
  information to email them promotions and offers on behalf of other companies.
  
  As a  result  of this  winning  formula,  Network60  has  successfully  built an
  impressive  array of assets and service  offerings.  Network60's  websites  have
  accumulated over seven million (7,000,000) unique, "permission" email addresses,
  many complete with  demographic and interest  information.  The Company has been
  growing at a rate of over two hundred  thousand  (200,000)  new email  addresses
  each month.  Network60 common back-end  data-mining  system enables  significant
  economies of scale.
  
  The assets of Network 60 include the leasehold located in Cedarhurst,  New York,
  the electronic  Internet  equipment,  database of over seven million (7,000,000)
  unique,   "permission"   email   addresses  and  various   websites   including:
  FreePinWheel.com  and  CoolWInning.com  which sites offer diverse  selections of
  contests and sweepstakes.  Network 60 has several strategic  relationships:  Now
  Marketing,   Inc.  (formerly  Elbit  Vflash,   Inc.),  a  leading  developer  of
  permission-based digital marketing solutions; NowBox's "The NowBox" messenger is
  a  fully  branded  e-messaging   application  that  creates  an  active  on-line
  communication  channel  without  e-mail;  NowCode  enables  consumers to request
  information, obtain promotional materials, and enter sweepstakes by dialing #NOW
  on  their  cell  phone  and  stating   the   specific   "NowCode"   featured  in
  advertisements;  and Tactica,  Inc.,  New York  City-based  full service  direct
  response marketing and merchandising company with a focus on innovative personal
  care appliances and state-of-the-art house wares products.  Network60 has teamed
  with Tactica, Inc. to launch  www.beautyamerica.com,  a full e-commerce web site
  designed as a showcase for IGIA products. Network60's e-mail database as well as
  relationship with other email marketers, provides the venture with direct access
  to  millions of proven  on-line  shoppers,  and its  ability to develop  on-line
  marketing programs creates perfect  e-commerce  synergy with Tactica.  Tactica's
  capabilities  in new product  recognition and marketing are backed with in-house
  expertise in purchasing,  manufacturing and marketing,  including complete print
  and broadcast production  capabilities,  and its ability to execute and leverage
  massive print and broadcast media buys.
  
  CHANGE IN DIRECTORS AND OFFICERS
  
  The Share Exchange  Agreement  contains a provision that assures  Michael Alon a
  seat on the Company board of directors for a minimum of one year if he chooses.
  
  FORWARD-LOOKING STATEMENTS
  --------------------------
  
  Certain statements in this Report, other than historical information,  should be
  considered  forward-looking  in  nature  and are  subject  to  various  risks or
  uncertainties   and   assumptions.   Should  one  or  more  of  these  risks  or
  uncertainties materialize, or should the underlying assumptions prove incorrect,
  actual results may vary materially from those anticipated,
  
                                          3
  estimated  or expected.  Among the key factors that may have a direct  impact on
  the operating results,  performance or financial condition are risks surrounding
  the closing of the acquisition,  the integration of IMG's business following the
  effectiveness of the Asset Purchase Agreement (including customers, hardware and
  marketing  information) and the Company's  ability to achieve and manage growth.
  Additionally,  other factors that will impact the Company's  success include the
  (i)  Company's  ability to  attract  and retain  qualified  personnel;  the (ii)
  Company's dependence on patent-pending  technology;  (iii) technological changes
  and costs of technology, (iv) industry trends; (v) competition;  (vi) ability to
  develop markets; (vii) changes in business strategy or development plans; (viii)
  availability;  terms and  deployment  of  capital;  (ix)  changes in  government
  regulation;  (x) general  economic and business  conditions;  (xi) other factors
  referenced in this Report;  and (xii) other  factors  discussed in the Company's
  filings  with the  Securities  and  Exchange  Commission.  Such  forward-looking
  statements  speak  only as of the date of this  Report.  The  Company  expressly
  disclaims any obligation or undertaking to disseminate  any updates or revisions
  to any  forward-looking  statement contained herein to reflect any change in the
  Company's  expectations with regard thereto or any change in events,  conditions
  or circumstances on which any such statement is based.
  
  THE COMPANY AND ITS PRODUCTS
  ----------------------------
  
  Dtomi,  Inc., a Nevada  corporation  ("Dtomi" or the "Company"),  was originally
  incorporated as "Recon Rubber Corporation" on June 11, 1998. The Company changed
  its name to "Copper  Valley  Minerals Ltd." on July 1, 2000.  Subsequently,  the
  Company changed its name to "Dtomi,  Inc." on October 25, 2001.  Currently,  the
  Company has one wholly owned  subsidiary,  Dtomi  Acquisition  Corp., a Delaware
  corporation, in which it owns all of the issued and outstanding common stock.
  
  The  Company is a  development  stage  company  that  works with  manufacturers,
  distributors  and purchasers (the  "Customers") to develop  targeted selling and
  purchasing  strategies to assist the Customers in the growth and  development of
  their  businesses.  To date,  the Company has not received any revenues from its
  Customers. The Company has two core services:  Outsourced Leads Generation/Sales
  Prospecting   and    Permission-Based    Marketing.    The   Outsourced    Leads
  Generation/Sales  Prospecting  service is designed  to replace  the  traditional
  telemarketing or "cold-calling" strategy of sellers and purchasers. This service
  is  based  on a  patent-pending  technology,  which  primarily  consists  of  an
  algorithm, or detailed set of instructions,  that sorts and compiles information
  in a database according to specific parameters (the "Technology"). Specifically,
  the  Technology  sorts and compiles  information  from a database which includes
  600,000  manufacturers,  22,000  products,  U.S.  government  SIC  data and U.S.
  Department of Commerce revenue data (collectively,  the "Data"),  using keywords
  and  specific  parameters  (the  "Database  Algorithms")  established  for  each
  Customer,  and generates lists of potential  sellers or purchasers (the "Leads")
  who use the Customer's products or services or supply the raw material needed by
  the Customer in manufacturing their own product (the "Market Intelligence"). The
  Market Intelligence provides "marketing  opportunities" for the Customer because
  it enables the Customer to develop a targeted  selling and  purchasing  strategy
  based on specific  knowledge  of (i) who is in the market of buying the products
  the Customer sells or (ii) where the Customer can purchase raw materials  needed
  to manufacture  its own products.  The Database  Algorithms  also amalgamate the
  Data to provide  historical  trend  analysis  with  respect  to market  size and
  purchasing habits.
  
  "Permission-Based  Marketing" is a service whereby the Company, on behalf of the
  Customer,  initially contacts the Leads generated by the Database  Algorithms to
  obtain  permission  for the  Customers  to contact the Leads  directly to pursue
  future selling and purchasing opportunities.
  
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  Dtomi  Direct,  the Company's  feature  service is a turn-key  direct  marketing
  application that combines the Outsourced Leads Generation/Sales  Prospecting and
  Permission-Based  Marketing services to leverage direct marketing  techniques on
  behalf of its Customers.
  
  The Company  expects to generate  revenues from its Customers in connection with
  (i)  selling  Market  Intelligence  to its  Customers  and  (ii)  assisting  its
  Customers in identifying new markets and prospects for clients and  facilitating
  initiation of the sales process with Dtomi Direct.
  
  COMPETITION
  -----------
  
  While the Company believes no other company currently  provides all the services
  that the Company offers,  there are two (2) classes of competitors which provide
  a portion of the services that the Company  offers:  (i) database  suppliers and
  (ii) on-line publishing companies.
  
  Database suppliers include print and electronic  database compliers that provide
  manufacturing  information.  Competitors in this category include companies such
  as InfoUSA,  Thomas  Register,  Dunn & Bradstreet and Harris  InfoSource.  These
  companies  have  their  roots  in  publishing  business  information,   but  use
  traditional methods to execute their business models, such as publishing printed
  books and directories of market information and offering these printed books and
  directories   to   potential   customers.    The   data-compiling   process   is
  labor-intensive and expensive,  which results in nominal margins. Further, these
  companies may lack the capital and technology  that is required to migrate to an
  on-line  business  model,  which will limit  their  ability to compete  with the
  Company in an on-line environment.
  
  On-line publishing companies are publishing houses that have an on-line presence
  with the intent of providing data intelligence by using their  subscription base
  as a source for  industry  information.  Competitors  in this  category  include
  companies such as Hoovers,  Inc. and Cahners, a division of Reed Elsevier,  Inc.
  These companies focus on publishing using expensive content-gathering mechanisms
  with a limited  niche market  focus.  Typically,  these  companies  partner with
  technology  companies that can provide  high-tech  solutions to their processes.
  This  arrangement,  however,  is a more expensive way to conduct  business in an
  on-line environment. In contrast, by already having both an on-line presence and
  the Tools to make the data-compiling process more seamless, the Company provides
  a network for  manufacturers,  distributors  and  purchasers to access  relevant
  market information for the purchase and sale of their goods and/or services.
  
  EMPLOYEES
  ---------
  
  Currently,  the Company has four (4) full-time employees.  None of the employees
  is subject to collective  bargaining  agreements.  Additionally,  the Company is
  working with  independent  contractors  to fulfill  current  sales and marketing
  needs. Over the next twelve (12) months,  the Company plans on hiring additional
  employees to fulfill its staffing  requirements as the need arises due to growth
  and expansion of both the Company and its products and services.
  
  MARKETING PLANS
  ---------------
  
  To achieve certain revenue goals over the next year the Company will promote its
  products through several marketing  sources,  from  manufacturing  associations,
  manufacturing  representatives  and on-line  marketing  efforts,  utilizing  the
  Company's "Dtomi Direct" program,  strategic  relationships  and  cost-effective
  promotion and advertising  campaigns.  The Company's sales and marketing efforts
  will initially target the entire United States, with an emphasis in
  
                                          5
  heavy  industrial  areas.  The  Company's  goals are to become  the (i)  leading
  aggregator and (ii)  distributor of manufacturing  data by gathering  fragmented
  manufacturing data from disparate sources worldwide into a collective, powerful,
  interlocking matrix of concise information.
  
  PRINCIPAL AGREEMENTS
  
  At this time, the Company has not entered into any principal agreements.
  
  DESCRIPTION OF PROPERTY
  
  The Company recently relocated its offices to 200 Ninth Avenue North, Suite 220,
  Safety Harbor,  Florida 34965 and is in the process of transferring the computer
  systems acquired from IMG to its new offices.  The Company is subleasing  office
  space from New Millennium Media International, Inc., the terms and conditions of
  which are in the negotiation stage.
  
  LEGAL PROCEEDINGS
  
  The Company is not currently subject to any legal proceedings.
  
  RISK FACTORS
  
  The Company is a development stage company with a limited history of operations.
  If the Company is unable to successfully execute its business plan, its business
  and operating  results will suffer.  There is no certainty that the Company will
  be successful in developing  the business of the Company  described  herein,  or
  that its facilities or employees will be capable of satisfactorily  carrying out
  such business.  The Company has limited  resources.  As the Company is venturing
  into a new market,  it is likely to be subject to risks that  management has not
  anticipated.
  
  WE ARE AT AN  EARLY  STAGE OF  DEVELOPMENT  AND OUR  BUSINESS  IS  DIFFICULT  TO
  EVALUATE BECAUSE WE HAVE A LIMITED  OPERATING  HISTORY AND OUR BUSINESS STRATEGY
  IS EVOLVING,  AND  CONSEQUENTLY,  OUR OPERATING  RESULTS MAY BE  uncertain.  The
  Company is in a development  stage and its operations will be subject to all the
  risks inherent in the establishment of a new business enterprise,  including (i)
  limited  capital,  (ii) possible  delays in the development of the Company's web
  site, (iii) implementation of the Company's business plan, (iv) uncertain market
  conditions and the (v) absence of a company  operating  history.  The likelihood
  that the Company  will  succeed  must be  considered  in light of the  problems,
  expenses,  and delays frequently  encountered in connection with the development
  of new  businesses,  as well as many other  factors.  There can be no assurances
  that the Company's plans will either materialize or prove successful or that the
  Company will be  profitable.  Some of the  specific  risks  include  whether the
  Company is able to:
       o    Develop and constantly  improve  functional and attractive product and
            service offerings;
       o    Attract  and  maintain  a large  base  of  clients  for the  Company's
            products;
       o    Provide useful  content to clients,  either through search engines and
            e-mail  delivery  services  or through  strategic  relationships  with
            content providers;
       o    Establish  and  maintain  relationships  with  advertisers,  sponsors,
            e-commerce partners,  distribution  partners,  and service and content
            providers;
       o    Expand sales and marketing efforts;
       o    Retain and motivate qualified personnel; and
  
                                          6
  o    Respond successfully to competitive developments.
  
  WE WILL NEED ADDITIONAL FINANCING, AND IF WE CANNOT SECURE SUCH FINANCING, THERE
  WOULD BE SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN. The
  Company will require additional  financing to meet its obligations and to pursue
  its current or future plans for expansion and product  development.  The Company
  has  generated no revenues  since its  inception.  The Company  expects to incur
  additional losses over the next twelve (12) months. In the short run, losses may
  result because the increased level of expenses may exceed anticipated  projected
  revenues as the Company  focuses on the further  enhancement  of its system.  No
  assurance can be given that the Company will be profitable in the future or that
  its business  strategy will be  successful.  If the Company  should need further
  financing  in the  future,  there  can be no  assurance  that the  Company  will
  successfully  obtain  additional  financing  on favorable  terms,  or at all. In
  addition,  if issuing equity  securities to raise additional funds is necessary,
  further  significant  dilution  to  shareholders  could  result.  If  sources of
  acceptable financing are not available, the Company would be adversely affected.
  
  OUR  BUSINESS  MODEL IS EVOLVING AND  UNPROVEN,  WHICH MAY AFFECT OUR ABILITY TO
  GENERATE  REVENUE.  Since the Company is in the early  stages of  launching  its
  sales and marketing  campaign for its products,  the Company's business model is
  evolving  and  unproven  and if  revenues  are not  generated  from the  planned
  sources.  The Company's  business  model will continue to develop as the Company
  explores  opportunities  in new and  unproven  areas.  The  Company is unable to
  forecast  its  revenues  with any  degree of  certainty  as a result of  limited
  operating history and unproven business model. The Company bases its current and
  projected  expense  levels  largely on its  estimates  of future  revenues.  The
  success of the business depends on increasing  revenues to offset  expenses.  If
  the Company's revenues are less than expected,  or if the operating expenses are
  more than expected or cannot be reduced,  the business,  financial condition and
  operating results will be materially and adversely affected.
  
  WE  MAY  NOT  HAVE  GOOD  TITLE  TO  THE  ASSETS  ACQUIRED  FROM   INTERNATIONAL
  MANUFACTURERS  GATEWAY,  INC.,  WHICH ARE THE CORE  ASSETS OF OUR  BUSINESS  AND
  OPERATIONS.  The  assets  that make up the core  business  of the  Company  were
  acquired from Internal  Manufacturers  Gateway, Inc. (IMG) pursuant to the terms
  and conditions of an Asset  Purchase  Agreement  (the  "Assets").  The Company's
  ability to exploit and use the assets and  technologies  acquired  from IMG will
  depend, in part, on having good title to the assets and  technologies.  Pinnacle
  Covenant Group ("Pinnacle" or the "Lien Holder") has a UCC-1 Financing Statement
  filed  against the  intellectual  property  of IMG,  now  existing or  hereafter
  acquired  or  produced  by IMG (the  "Lien")  in  connection  with that  certain
  Convertible  Promissory Note,  dated May 17, 2001,  between IMG and Pinnacle for
  One Hundred Fifty Thousand Dollars ($150,000). Although the Company has received
  preliminary  indications  from the Lien  Holder  that such Lien will be released
  pursuant to  negotiations  between the Lien Holder and the Company,  there is no
  guarantee that the Lien will, in fact, be released and therefore the asset which
  were acquired  pursuant to the Asset  Purchase  Agreement may not be retained by
  the Company.  Additionally, if IMG files a petition for bankruptcy, a bankruptcy
  court could avoid the purchase of the Assets.
  
  OUR  OPERATIONS MAY BE NEGATIVELY  IMPACTED BY GENERAL  ECONOMIC  CONDITIONS.  A
  broad-based  recession can cause business and  individual  customers to delay or
  forego entirely investments in value-added business information products such as
  ours. Similarly,  companies often drastically reduce advertising expenditures in
  anticipation of an economic  downturn.  A recession in the United States,  thus,
  may have a material adverse effect on our ability to generate revenue streams. A
  general slowdown in the economy can cause businesses to
  
                                          7
  reduce  discretionary  spending in areas such as  advertising  and with business
  information  providers as well as create greater risk of business  failure among
  existing customers.
  
  THE DEMAND  FOR OUR  PRODUCTS  AND  SERVICES  MAY NOT BE AT THE LEVEL  NEEDED TO
  ACHIEVE SUCCESS OR  PROFITABILITY.  The Company's  future success depends on the
  ability  to  attract  clients  for  its  products,  advertisers,   sponsors  and
  e-commerce  partners and on the acceptance and increased use of the products and
  services.  The  failure  to  obtain a  sufficiently  large  number  of  clients,
  sponsorships,  e-commerce  relationships  and widespread use of the products and
  services  will have a material  and adverse  effect on the  business,  financial
  condition and operating results.
  
  WE FACE RISKS  ASSOCIATED  WITH  ACQUISITION  OR  INVESTMENTS  IN  COMPLEMENTARY
  BUSINESSES.   The  Company  may  acquire  or  make   investments  in  additional
  complementary  businesses,  technologies,  services or  products if  appropriate
  opportunities  arise. This acquisition and investment strategy has the following
  risks:
       o    May  not be  able  to  identify  suitable  acquisition  or  investment
            candidates at reasonable prices;
       o    May  not be able  to  successfully  integrate  services,  products  or
            personnel of any acquisition or investment into the operations;
       o    May acquire unknown  liabilities in these acquisitions or investments;
            and
       o    Costs associated with these  acquisitions,  including the amortization
            of intangible assets, will adversely affect profitability.
  
  WE FACE RISKS ASSOCIATED WITH THE CONTINUED GROWTH AND ADOPTION OF THE INTERNET;
  IF THIS TREND DOES NOT CONTINUE,  OUR BUSINESS MODEL MAY NOT ACHIEVE  SUCCESS OR
  PROFITABILITY.   The  Company's  success  will  depend  substantially  upon  the
  continued  adoption of the  Internet as an  attractive  platform  for  commerce,
  advertising,  communication and business applications. To date, many businesses,
  advertisers and consumers  still have only limited  experience with the Internet
  as a commercial, advertising and communications medium and platform for business
  applications.  The Company's business will suffer if the Internet is not adopted
  as a sustainable  commercial,  advertising and communication  medium. The use of
  the technology requires the acceptance of new ways of exchanging information and
  conducting  business.  E-commerce will account for a significant  portion of the
  future  revenues and if  e-commerce  does not grow or grows slower than expected
  then the  overall  business  will  suffer.  A number of  factors  could  prevent
  acceptance of e-commerce, including:
       o    E-commerce  is still at an early stage and buyers may be  unwilling to
            shift their purchasing from traditional vendors to on-line vendors;
       o    The  necessary  network  and  telecommunications   infrastructure  for
            substantial growth in usage of the Internet may not develop;
       o    Increased  government  regulations or taxation may limit the growth of
            e-commerce; and
       o    Adverse   publicity  and  consumer   concern  about  the  security  of
            e-commerce transactions may discourage its acceptance and growth.
  
  Future success depends upon the Company's ability to deliver compelling Internet
  content, products and services that will attract users. If the Company is unable
  to offer  Internet  content  or  products  and  services  that  attract  a loyal
  clientele,  it could have a material  adverse effect on the business,  financial
  condition and operating results.
  
                                          8
  WE MAY BE SUBJECT TO INTENSE  COMPETITION IN THE MARKET,  WHICH COULD PREVENT US
  FROM  INCREASING  REVENUE  AND  ACHIEVING   PROFITABILITY,   OR  RESULT  IN  THE
  OBSOLESCENCE  OF OUR  TECHNOLOGY.  The  Company  expects to  experience  intense
  competition  from numerous  current and future  sources  including  providers of
  Internet business-to-business services, database providers, and traditional hard
  copy catalogue and index  companies.  Many of these potential  competitors  have
  significantly greater financial,  technical,  marketing and other resources than
  the Company. Our competitors may be able to produce more effective products,  to
  response  more quickly to new or emerging  technologies  and changes in customer
  requirements or to devote greater  resources to the  development,  promotion and
  sale of their products than the Company.  The Company expects to face additional
  competition as other established and emerging  companies enter the market and as
  new products and other technologies are introduced.  Increased competition could
  result in price  reductions,  fewer customers or members,  reduced gross margins
  and loss of market share, any one of which could materially and adversely affect
  the Company's business operating results and financial condition.
  
  OUR SYSTEMS,  TECHNOLOGY  AND SERVICES ARE SUBJECT TO ONGOING  DEVELOPMENT.  The
  business  depends on the efficient and  uninterrupted  operation of the computer
  and communication systems. The Company's computer and communication systems will
  be located at its  principal  office in Safety  Harbor,  Florida.  Although  the
  Company has not  experienced a system failure or significant  interruption,  any
  system  interruptions  that cause the  services to be  unavailable  or result in
  slower  response times could result in a loss of potential or existing  clients,
  sponsors and e-commerce  partners,  and insurance may not be sufficient to cover
  losses from these  events.  The Company plans to update and enhance its existing
  system.  When  introduced,   the  updated  products  will  be  unproven  in  the
  marketplace as finished products.  There can be no assurance that these products
  will be complete  and  commercially  introduced  at the times  scheduled  by the
  Company, if ever, or that, if completed and introduced, that these products will
  function in accordance  with the Company's  current  expectations  or be able to
  compete successfully in the marketplace.  In addition, there can be no assurance
  that a  competitor  will not  introduce  similar or  competitive  technology  or
  products to the marketplace.  The Company may not discover software defects that
  affect  our new or  current  services  or  enhancements  until  after  they  are
  deployed.  These defects could cause service  interruptions,  which could damage
  our  reputation  and brand  value,  increase  our service  costs,  cause loss of
  revenues,  delay market acceptance or divert product development resources,  any
  of which could cause the business to suffer.  The Company's products may require
  significant ongoing technology and programming enhancements. Should we be unable
  to source the required technology or programming ability,  completion of product
  enhancements could be negatively impacted.
  
  WE NEED TO DEVELOP  COMPREHENSIVE  COMPENSATION AND BENEFITS PACKAGES TO RECRUIT
  AND  RETAIN  KEY  PERSONNEL.  At the  present  time,  the  Company  has four (4)
  employees,  including  administrative,  marketing and technical  staff  members.
  Additionally,  the Company is working with  independent  contractors  to fulfill
  current sales and marketing  needs. In addition to updating the technology,  the
  success of the  Company  will  depend  largely on the  ability of the Company to
  recruit and retain a  qualified,  experienced  management  team as well as other
  qualified  employees,  particularly  highly skilled technical support personnel.
  The Company  does not have "Key Person"  life  insurance  policies on any of its
  officers or  associates.  The  competition  for such  personnel is intense.  The
  Company will compete with some of the major computer, communications, consulting
  and software  companies,  as well as IT  departments of major  corporations,  in
  seeking  to  attract  qualified  personnel.   Any  failure  by  the  Company  to
  successfully  expand and integrate its management team or its technical  support
  personnel  would  materially  and  adversely  affect  the  Company's   business,
  operating results and financial condition.
  
                                          9
  OUR  TECHNOLOGY  MAY  NEED   ADDITIONAL   DEVELOPMENT   WORK  TO  ADAPT  TO  THE
  FUNCTIONALITY  REQUIREMENTS  FOR  OUR  PRODUCTS.  The  Company's  products  need
  additional  development  to be  fully  enabled  for  customer  use and  generate
  increased  revenue.  While the  database  is  complete,  the  current  searching
  technology  allows  customers  to view  approximately  ten percent  (10%) of the
  available  information  fields for any database  record.  Additionally,  while a
  search may result in several  hundred or more  records,  the current  technology
  allows  customers to view only the first two hundred (200)  records.  The search
  and match  technology was initially  offered to customers as a value-added  tool
  and was not intended as a revenue  generator.  The revised  model calls for this
  technology to be the basis of significant  revenue  generation and a core driver
  of the Company's  revenue  model and business  plan.  While the  Company's  plan
  includes fully  developing our technology to address the above  limitations  and
  drive revenues, any delay or inability to complete such development or a lack of
  customer  acceptance  of our products  would result in a negative  impact to our
  business,  would  negatively  impact our revenue  model,  and would  result in a
  reduction in the value of your investment.
  
  OUR  INTELLECTUAL   PROPERTY   PROTECTION  MAY  BE  INADEQUATE  TO  PROTECT  OUR
  PROPRIETARY  RIGHTS,  AND WE MAY NOT BE ABLE TO OBTAIN  ALL OF THE  INTELLECTUAL
  PROPERTY RIGHTS NECESSARY TO PROTECT OUR TECHNOLOGY. The Company's primary asset
  is  a  technology   described  in  patent  application  for  a  "Computer  Based
  Comprehensive Commerce System. We cannot assure you that patents will issue from
  the pending  application or, if a patent does issue, that claims allowed will be
  sufficiently  broad to protect our  technology.  Further,  any of our current or
  future  patents or trademarks may be challenged,  invalidated,  circumvented  or
  rendered unenforceable, and the rights granted under those patents or trademarks
  may not  provide  us  with  significant  proprietary  protection  or  commercial
  advantage.  Moreover,  any patent may not preclude  competitors  from developing
  equivalent or superior products and technology.
  
  IF WE ARE  UNABLE TO  PROTECT  OUR  PROPRIETARY  RIGHTS  ADEQUATELY,  OR OPERATE
  WITHOUT VIOLATING THE INTELLECTUAL  PROPERTY OF OTHERS, OUR COMPETITIVE POSITION
  WILL  SUFFER  AND OUR  BUSINESS  AND  FINANCIAL  CONDITION  WOULD  BE  ADVERSELY
  AFFECTED.  The Company's  success and ability to compete depend to a significant
  degree upon its patent-pending technology,  software products, and database. The
  Company attempts to protect them under a combination of patent, copyright, trade
  secret and trademark laws and  contractual  restrictions  on employees and third
  parties.  The Company generally enters into  non-disclosure and  confidentiality
  agreements with its employees,  consultants,  advisors,  and financing  sources.
  Despite these precautions,  it may be possible for unauthorized  parties to copy
  the  Company's  software  or to  reverse-engineer  or  otherwise  obtain and use
  information  that the Company regards as proprietary.  In addition,  the laws of
  some foreign countries do not protect proprietary  technology to the same extent
  as the laws of the United  States.  The Company  believes  that its products and
  services  do not  infringe  the  rights  of third  parties,  including  patents,
  copyrights  and trade  secrets of others;  however,  while the  Company  has not
  received notice of any infringement claims, third parties may assert such claims
  against the  Company,  and such claims  could  require the Company to enter into
  licensing   agreements  for  technology  or  database  in  question  or  royalty
  arrangements  or result in  litigation,  which could  materially  and  adversely
  affect the  Company's  business,  operating  results  and  financial  condition.
  Moreover,  the  Company's  financial  resources  may not be adequate to actively
  pursue  litigation  as  a  means  of  asserting,   enforcing  or  defending  its
  intellectual property rights.
  
  THE POSSIBILITY EXISTS THAT WE WILL BE A PARTY TO LEGAL  PROCEEDINGS.  While the
  Company is not subject to any legal proceedings, the potential exists that legal
  proceedings,  if any, brought against IMG and/or its assets,  will impact on the
  Company and the assets it acquired pursuant
  
                                         10
  to the Asset Purchase  Agreement.  The Company cannot guarantee that the Company
  will be held harmless and/or the Company's assets will not be the subject of any
  potential legal proceeding.
  
  WE OPERATE IN AN UNCERTAIN  REGULATORY AND LEGAL ENVIRONMENT THE  IMPLEMENTATION
  OF NEW LAWS AND  REGULATIONS  MAY  ADVERSELY  AFFECT  OUR  BUSINESS.  Government
  regulation may impose additional burdens on the business. It may also impede the
  growth in Internet  use and thereby  decrease  the demand for our  products  and
  services or otherwise have a material adverse effect on the business,  financial
  condition and operating results because of the Internet's popularity and growth,
  new laws and regulations may be adopted in such areas as:
       o    On-line content;
       o    User privacy;
       o    Taxation;
       o    Access charges;
       o    On-line copyright protection; and
       o    Consumer protection
  
  Additionally,  United  States and  foreign  laws  applicable  to  e-commerce  or
  Internet  communications  are becoming more  prevalent.  Any new  legislation or
  regulation  regarding  the  Internet,  or the  application  of existing laws and
  regulations, to the Internet, could materially adversely affect the Company.
  
  WE MAY NOT HAVE THE  RESOURCES  TO INDEMNIFY  OUR OFFICERS AND  DIRECTORS IN THE
  EVENT LEGAL  PROCEEDINGS  ARE BROUGHT  AGAINST THEM  PERSONALLY.  The  Company's
  articles  of  incorporation,  as  amended,  provide  that the  liability  of our
  directors is limited and that we will  indemnify  the  Company's  directors  and
  officers to the fullest extent permitted by law. Insofar as indemnification  for
  liabilities  arising under the  Securities  Act may be provided to the Company's
  directors,  officers and controlling  persons pursuant to those  provisions,  or
  otherwise,  the Company has been advised  that in the opinion of the  Commission
  such indemnification is against public policy as expressed in the Securities Act
  and is, therefore, unenforceable.
  
  The Company's articles of incorporation contain provisions,  which eliminate the
  personal  liability  of our  directors  to us or our  stockholders  for monetary
  damages for breach of their  fiduciary  duty as a director to the fullest extent
  permitted by Nevada law, except for liability:
       (1)  for acts or omissions which involve intentional misconduct, fraud or a
            knowing violation of the law; and
       (2)  the  payment of  dividends  in  violation  of Nevada  Revised  Statute
            78.300.
  
  These  provisions  do not affect a director's  responsibilities  under any other
  laws, including the federal securities laws and state and federal  environmental
  laws.
  
  OUR SECURITIES ARE SUBJECT TO THE PENNY STOCK REGULATIONS, WHICH MAY INCREASE AN
  INVESTOR'S  RISK. The Company's  securities are subject to the penny stock rules
  because  the current  value of the stock is below the $5.00 per share  threshold
  triggering  the  application  of penny stock rules.  Penny stocks are  generally
  equity  securities  with a price  of less  than  $5.00  per  share  (other  than
  securities  registered  on certain  national  exchanges  or quoted on the NASDAQ
  system).  The penny stock rules require a broker-dealer,  prior to a transaction
  in a penny  stock  not  otherwise  exempt  from  the  rules  to  deliver  a risk
  disclosure document that provides information about the nature and level of risk
  in the penny stock market. The broker-dealer also must provide the customer with
  current bid and offer transactions, and monthly
  
                                         11
  account  statements  showing  the market  value of each penny  stock held in the
  customer's account.  In addition,  the broker-dealer must make a special written
  agreement to the transaction. These requirements may have the effect of reducing
  the level of trading  activity  and the  secondary  market  for a security  that
  becomes subject to the penny stock rules. Therefore,  investors may find it more
  difficult to sell their shares.
  
  WE DO NOT HAVE KEY MAN LIFE INSURANCE.
  
  At this time,  the Company does not have key man life  insurance  for any of its
  directors, officers or executive management.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a)  Financial  Statements of Network 60. The financial  statements  required by
       this item will be filed by  amendment  no later than 60 days after the date
       that this initial Report is filed.
  
  [INSERT INFORMATION FROM AUDITOR]
  
  (b)  Pro  Forma  Financial  Information.   The  pro-forma  financial  statements
       required  by this item  will be filed by  amendment  no later  than 60 days
       after the date that this initial Report is filed.
  
  [INSERT INFORMATION FROM AUDITOR]
  
  (c)  Exhibits.
  
                                         12
  Exhibit
  Number    Description
  ------    -----------
  
  10.1      Share  Exchange  Agreement  dated October 2, 2002, by and among Dtomi,
            Inc., Network 60, LLC, Network 60 Share Owners, Ubiquity, Michael Alon
            and Michael Korff.
  
  10.2      Promissory Note to be dated and executed by Dtomi,  Inc. at closing in
            the principal  amount of eight  hundred  thousand  dollars  ($800,000)
            naming as payees  Michael  Alon and  Michael  Korff as agents  for the
            Network 60 Share Owners.
  
  10.3      Security  Agreement to be dated and executed by Dtomi, Inc. at closing
            creating a security  interest  to Michael  Alon and  Michael  Korff as
            agents  for the  Network  60 Share  Owners in the  assets  effectively
            conveyed to Dtomi,  Inc.  via the Share  Exchange  Agreement  (Exhibit
            10.1).
  
  10.4      Assignment  and Pledge  Agreement  to be dated at closing  pledging to
            Michael  Alon and  Michael  Korff as agents  for the  Network 60 Share
            Owners a first priority  security  interest in the assets  effectively
            conveyed to Dtomi,  Inc.  via the Share  Exchange  Agreement  (Exhibit
            10.1).
  
  10.5      Employment  Agreement  to be dated and  executed at closing by Michael
            Alon.
  
  10.6      Employment  Agreement  to be dated and  executed at closing by Michael
            Korff.
  
                                         13
  SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                          Dtomi, Inc.
                                          (Name of Registrant)
  
  Date:  October 9, 2002                  By: /s/ John "JT" Thatch
                                              --------------------
                                              John "JT" Thatch
                                              President/CEO
  
                                         14
  INDEX TO EXHIBITS
  
  Exhibit
  Number    Description
  ------    -----------
  
  10.1      Share  Exchange  Agreement  dated October 2, 2002, by and among Dtomi,
            Inc., Network 60, LLC, Network 60 Share Owners, Ubiquity, Michael Alon
            and Michael Korff.
  
  10.2      Promissory Note to be dated and executed by Dtomi,  Inc. at closing in
            the principal  amount of eight  hundred  thousand  dollars  ($800,000)
            naming as payees  Michael  Alon and  Michael  Korff as agents  for the
            Network 60 Share Owners.
  
  10.3      Security  Agreement to be dated and executed by Dtomi, Inc. at closing
            creating a security  interest  to Michael  Alon and  Michael  Korff as
            agents  for the  Network  60 Share  Owners in the  assets  effectively
            conveyed to Dtomi,  Inc.  via the Share  Exchange  Agreement  (Exhibit
            10.1).
  
  10.4      Assignment  and Pledge  Agreement  to be dated at closing  pledging to
            Michael  Alon and  Michael  Korff as agents  for the  Network 60 Share
            Owners a first priority  security  interest in the assets  effectively
            conveyed to Dtomi,  Inc.  via the Share  Exchange  Agreement  (Exhibit
            10.1).
  
  10.5      Employment  Agreement  to be dated and  executed at closing by Michael
            Alon.
  
  10.6      Employment  Agreement  to be dated and  executed at closing by Michael
            Korff.
  
                                         15