UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25
                           Notification of Late Filing

                        Commission File Number 333-42936

                           NOTIFICATION OF LATE FILING

(Check One): |X| Form 10-KSB  |_|Form 11-K  |_|Form 20-F  |_|Form 10-QSB
             |_|Form N-SAR

                  For Period Ended: December 31, 2004

                  |_|   Transition Report on Form 10-K
                  |_|   Transition Report on Form 20-F
                  |_|   Transition Report on Form 11-K
                  |_|   Transition Report on Form 10-Q
                  |_|   Transition Report on Form N-SAR

                  For the Transition Period Ended:

  READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:__________________________________

                         PART I - REGISTRANT INFORMATION

DND TECHNOLOGIES, INC.
Full name of registrant


- ----------------------------------------
Former name if applicable

375 E. Elliot Rd., Bldg. 6
- --------------------------
Address of principal executive office (Street and Number)

Chandler, Arizona  85225
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City, state and zip code

                        PART II - RULE 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

      (a) The reasons  described in  reasonable  detail in Part III of this form
      could not be eliminated without unreasonable effort or expense;



|X|   (b) The subject annual report,  semi-annual  report,  transition report on
      Form 10-K,  20-F, 11-K, or Form N-SAR, or portion thereof will be filed on
      or before the 15th calendar day following the  prescribed due date; or the
      subject  quarterly  report or  transition  report on Form 10-Q, or portion
      thereof will be filed on or before the fifth  calendar day  following  the
      prescribed due date; and

      (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
      has been attached if applicable.

                              PART III - NARRATIVE

State below in reasonable  detail the reasons why Form 10-K,  11-K,  20-F, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

The Registrant's  Annual Report on Form 10-KSB for the period ended December 31,
2004 (the "Annual  Report") could not be filed within the prescribed time period
since the  Registrant  has not  finalized  all of its  accounting  matters.  The
Registrant, which has a small accounting staff, has devoted substantial time and
efforts to other recent  business  matters  affecting  the  Registrant,  thereby
delaying completion of the Annual Report. As a result, the information necessary
to complete the Annual Report,  including the financial statements and the notes
thereto, has not yet been completed.

                           PART IV - OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to
             this notification

         Dennis Key                      (480)                 892-7020
         ------------------            ---------           ----------------
         (Name)                       (Area Code)         (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).
|X|  Yes |_| No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X|  No

If so: attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                             DND TECHNOLOGIES, INC.
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date  March 30, 2005                            By /s/ Dennis Key
- --------------------                            --------------------------------
                                                   Dennis Key


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