<SUBMISSION>
<ACCESSION-NUMBER>0000950131-02-001650
<TYPE>10-Q/A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20010930
<FILING-DATE>20020425
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DAUPHIN TECHNOLOGY INC
<CIK>0000832489
<ASSIGNED-SIC>3570
<IRS-NUMBER>870455038
<STATE-OF-INCORPORATION>IL
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q/A
<ACT>34
<FILE-NUMBER>033-21537-D
<FILM-NUMBER>02620531
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>800 E NORTHWEST
<STREET2>STE 950
<CITY>PALATINE
<STATE>IL
<ZIP>60067
<PHONE>8473584406
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>800 E NORTHWEST HIGHWAY SUITE 950
<CITY>PALATINE
<STATE>IL
<ZIP>60067
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>SUCCESSO INC
<DATE-CHANGED>19910410
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>d10qa.txt
<DESCRIPTION>09/30/2001 FORM 10-Q/A
<TEXT>
<PAGE>


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A

(Mark One)
    X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
            EXCHANGE ACT OF 1934.
---------

                For the quarterly period ended September 30, 2001

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
            EXCHANGE ACT OF 1934.
---------
            For the transition period from ____________ to ____________.

                         Commission File No. 33-21537-D

                            DAUPHIN TECHNOLOGY, INC.

               (Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
<S>                                                                <C>
                          Illinois                                               87-0455038
(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)


     800 E. Northwest Hwy., Suite 950, Palatine, Illinois                          60067
           (Address of principal executive offices)                              (Zip Code)
</TABLE>

                                 (847) 358-4406

              (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X   No _____
    ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                   PROCEEDING DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Yes  X   No _____
    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of October 30, 2001,
63,000,095 shares of the registrant's common stock, $.001 par value, were issued
and outstanding.

<PAGE>

                            DAUPHIN TECHNOLOGY, INC.

                                Table of Contents
                                -----------------
<TABLE>
<CAPTION>
                                                                            Page
<C>           <S>                                                           <C>
PART I                    FINANCIAL INFORMATION

  Item 1.     Financial Statements

              CONDENSED CONSOLIDATED BALANCE SHEETS
                September 30, 2001 and December 31, 2000                       3

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                Nine Months and Three Months Ended September 30, 2001
                and 2000                                                       4

              CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                Year Ended December 31, 2000 and
                Nine Months Ended September 30, 2001                           5

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Nine Months Ended September 30, 2001 and 2000                  6

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS             7

  Item 2.     Management's Discussion and Analysis of Financial Condition
                and the Results of Operations                                 11

PART II                           OTHER INFORMATION                           14

  Item 1.     Legal Proceedings

  Item 2.     Changes in the Rights of the Company's Security Holders

  Item 3.     Default by the Company on its Senior Securities

  Item 4.     Submission of Matters to a Vote of Securities Holders

  Item 5.     Other Information

  Item 6(a).  Exhibits

  Item 6(b).  Reports on Form 8-K

                                      SIGNATURE                               14
</TABLE>

                                       2

<PAGE>

                            Dauphin Technology, Inc.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                    September 30, 2001 and December 31, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------

                                                                           September 30, 2001    December 31, 2000
                                                                           ------------------    -----------------
                                                                              RESTATED             RESTATED
<S>                                                                        <C>                   <C>
CURRENT ASSETS:
  Cash                                                                        $    307,847         $  2,683,480
  Accounts receivable-
    Trade, net of allowance for bad debt of $50,621 at
      September 30, 2001 and December 31, 2000                                     265,229              321,377
    Employee receivables                                                            18,248               21,590
  Inventory, net of reserve for obsolescence of $2,491,216 at
    September 30, 2001 and December 31, 2000                                       634,400              505,749
  Prepaid expenses                                                                  71,024               20,794
                                                                              ------------         ------------

                Total current assets                                             1,296,748            3,552,990

INVESTMENT IN RELATED PARTY                                                        290,000              290,000

PROPERTY AND EQUIPMENT, net of accumulated
  depreciation of $1,451,225 at September 30, 2001
  and $1,127,040 at December 31, 2000                                            2,203,821            1,477,787

ESCROW DEPOSIT                                                                     462,998              752,500
INSTALLATION CONTRACTS                                                             320,000                 --
GOODWILL, net of accumulated amortization of
  $1,237,500 at September 30, 2001 and $412,500 at
  December 31, 2000
                                                                                 4,262,500            5,087,500
                                                                              ------------         ------------



                Total assets                                                  $  8,836,067         $ 11,160,777
                                                                              ============         ============

CURRENT LIABILITIES:
  Accounts payable                                                            $    521,203         $    290,474
  Accrued expenses                                                                  86,962               80,433
  Current portion of long-term debt                                                104,298              113,629
  Customer Deposits                                                                 47,741               53,244
                                                                              ------------         ------------

                Total current liabilities                                          760,204              537,780

LONG-TERM DEBT                                                                      50,611              102,133
                                                                              ------------         ------------
                Total liabilities                                                  810,815              639,913
COMMITMENTS AND CONTINGENCIES                                                         --                   --
SHAREHOLDERS' EQUITY:
  Preferred stock, $0.01 par value, 10,000,000 shares
    authorized but unissued                                                           --                   --
  Common stock, $0.001 par value, 100,000,000 shares
    authorized; 64,032,213 and 61,652,069 issued and
    outstanding at September 30, 2001 and at December 31, 2000                      64,033               61,653
  Warrants                                                                       3,381,474            3,321,810
  Paid-in capital                                                               56,412,591           53,479,116
  Accumulated deficit                                                          (51,832,846)         (46,341,715)
                                                                              ------------         ------------

                Total shareholders' equity                                       8,025,252           10,520,864
                                                                              ------------         ------------
                Total liabilities and shareholders' equity                    $  8,836,067         $ 11,160,777
                                                                              ============         ============
</TABLE>

         The accompanying notes are an integral part of these statements

                                        3

<PAGE>

                            Dauphin Technology, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         Nine months and three months ended September 30, 2001 and 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

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


                                               Nine Months                      Three Months
                                            Ended September 30,              Ended September 30,
                                         2001              2000             2001              2000
                                     ------------     -------------      -----------       -----------
                                     RESTATED         RESTATED
<S>                                  <C>              <C>                <C>               <C>
NET REVENUE                          $  1,248,785      $    361,016      $   421,544       $   344,975
COST OF REVENUE                         1,014,207           440,639          370,807           317,228
                                     ------------      ------------      -----------       -----------
     Gross Profit (Loss)                  234,578          (79,623)           50,737            27,747
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSE                4,157,042         2,870,164        1,026,432         1,009,115
RESEARCH AND DEVELOPMENT
  EXPENSE                               1,760,140           473,113          519,244           222,255
                                     ------------      ------------      -----------       -----------
     Loss from Operations              (5,682,604)       (3,422,900)      (1,494,939)       (1,203,623)
INTEREST EXPENSE                           16,744            63,583            4,964             9,381
INTEREST INCOME                           208,217            53,025           94,524            39,215
                                     ------------      ------------      -----------       -----------
     Loss before Income Taxes          (5,491,131)       (3,433,458)      (1,405,379)       (1,173,789)
INCOME TAXES                                    -                 -                -                 -
                                     ------------      ------------      -----------       -----------
     NET LOSS                        $ (5,491,131)     $ (3,433,458)     $(1,405,379)      $(1,173,789)
                                     ============      ============      ===========       ===========
BASIC AND DILUTED LOSS PER SHARE     $      (0.09)     $      (0.06)     $     (0.02)      $     (0.02)
                                     ============      ============      ===========       ===========
Weighted Average number of
  Common Shares outstanding          $ 62,849,497        57,725,768       63,819,568        59,166,582
                                     ============      ============      ===========       ===========
</TABLE>




        The accompanying notes are an integral part of these statements.

                                       4

<PAGE>

                            Dauphin Technology, Inc.

                       CONDENSED CONSOLIDATED STATEMENT OF
                  SHAREHOLDERS' EQUITY Year ended December 31,
                  2000 and nine months ended September 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                      Common Stock                                  Treasury Stock
                                  --------------------     Paid-in                  ---------------   Accumulated
                                    Shares      Amount     Capital      Warrants    Shares   Amount     Deficit           Total
                                  ----------   -------   -----------   ----------   ------   ------   ------------    ------------
<S>                               <C>          <C>       <C>           <C>          <C>      <C>      <C>             <C>

BALANCE, December 31, 1999        51,671,582   $51,671   $38,089,320   $1,238,089       --   $   --   $(38,826,736)   $    552,344

Issuance of common stock
 in connection with:
  Private placement                4,654,613     4,656     6,877,639      419,556       --       --             --       7,301,851
  Stock purchase agreement         2,136,616     2,137     5,854,991    1,142,872       --       --             --       7,000,000
  Warrant exercise                 1,999,602     1,999     1,234,715     (620,641)      --       --             --         616,073
  Consulting fees                    500,000       500       312,000    1,103,669       --       --             --       1,416,169
  Employee stock compensation             --        --        70,622           --       --       --             --          70,622
  Settlement of trade payables       480,000       480       299,520           --       --       --             --         300,000
  Stock options exercised              2,000         2           998           --       --       --             --           1,000
  Vendor payments                    207,656       208       739,311       38,265       --       --             --         777,784
Net loss                                  --        --            --           --       --       --     (7,514,979)     (7,514,979)
                                  ----------   -------   -----------   ----------   ------   ------   ------------    ------------

BALANCE, December 31, 2000,
 restated                         61,652,069    61,653    53,479,116    3,321,810       --       --    (46,341,715)     10,520,864

Issuance of common stock
 in connection with:

  Warrant exercise                   285,000       285       242,025      (65,010)      --       --             --         177,300
  Stock options exercised              8,000         8         3,992         --         --       --             --           4,000
  Vendor payments                     30,000        30        40,770      105,573       --       --             --         146,373
  Stock purchase agreement           258,968       259       280,640       19,101       --       --             --         300,000
  Acquisition of business            766,058       766     1,125,339           --       --       --             --       1,126,105
  Personal Guarantee               1,032,118     1,032     1,240,709           --       --       --             --       1,241,741
Net loss                                  --        --            --           --       --       --     (5,491,131)     (5,491,131)
                                  ----------   -------   -----------   ----------   ------   ------   ------------    ------------
BALANCE, September 30, 2001,
 restated                         64,032,213   $64,033   $56,412,591   $3,381,474       --   $   --   $(51,832,846)   $  8,025,252
                                  ==========   =======   ===========   ==========   ======   ======   ============    ============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       5

<PAGE>

                            Dauphin Technology, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months ended September 30, 2001 and 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
 -------------------------------------------------------------------------------------

                                                              2001            2000
                                                          ------------    ------------
                                                            RESTATED        RESTATED
                                                          ------------    ------------
<S>                                                       <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES -
    Net loss                                              $ (5,491,131)   $ (3,433,458)
    Non-cash items included in net loss:
      Depreciation and amortization                            324,185         304,848
      Amortization of goodwill                                 825,000         137,500
      Warrants issued in lieu of consulting fees               105,573         556,542
      Common stock issued to vendors                            40,800              --
      Common stock issued pursuant to personal guarantee     1,241,741              --
      Employee stock compensation                                   --          70,622
      Settlement of trade payables                                  --        (431,776)
    Changes in:
      Accounts receivable - trade                               70,817        (337,657)
      Accounts receivable from employees                         3,342            (560)
      Inventory                                                (15,597)       (286,063)
      Prepaid expenses                                         (25,904)          4,628
      Escrow deposits                                          289,502              --
      Accounts payable                                          90,615      (1,144,124)
      Accrued expenses                                           6,529          47,024
      Customer deposits                                         (5,503)         49,644
                                                          ------------    ------------

    Net cash used in operating activities                   (2,540,031)     (4,462,830)

CASH FLOWS FROM INVESTING ACTIVITIES -
    Acquisition of business                                         --      (6,025,000)
    Purchase of equipment                                     (256,049)         (2,195)
                                                          ------------    ------------

    Net cash used in investing activities                     (256,049)     (6,027,195)

CASH FLOWS FROM FINANCING ACTIVITIES -
    Proceeds from issuance of shares                           300,000      12,200,671
    Proceeds from exercise of warrants and options             181,300         858,307
    Repayment of long-term leases and other obligations        (60,853)        (53,127)
    (Decrease) increase in short-term borrowing                     --        (286,000)
                                                          ------------    ------------

    Net cash provided by financing activities                  420,447      12,719,851
                                                          ------------    ------------

    Net (decrease) increase in cash                         (2,375,633)      2,229,826

CASH BEGINNING OF PERIOD                                     2,683,480          31,087
                                                          ------------    ------------

CASH END OF PERIOD                                        $    307,847    $  2,260,913
                                                          ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid                                         $     11,780    $     54,202
NON-CASH TRANSACTIONS:
    Common stock issued in connection with:

        Acquisition of business                           $  1,126,105    $         --
        Settlement of customer deposits and payables                --         300,000
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       6

<PAGE>

                            Dauphin Technology, Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
------------------------------------------------------

Description of Business

Dauphin Technology, Inc. ("Dauphin" or the "Company") and its subsidiaries
design, manufacture and market mobile hand-held, pen-based computers, broadband
set-top boxes, as well as other electronic devices for home and business use;
provide private, interactive cable systems to the extended stay hospitality
industry; and perform design services, process methodology consulting and
intellectual property development, out of three locations in northern Illinois,
one in central Florida and its branch office in Piraeus, Greece. The Company, an
Illinois corporation, was formed on June 6, 1988 and became a public entity in
1991.

Basis of Presentation

     The consolidated financial statements include the accounts of Dauphin and
its wholly owned subsidiaries, R.M. Schultz & Associates, Inc. ("RMS"), Advanced
Digital Designs, Inc ("ADD") and Suncoast Automation, Inc. ("Suncoast"). All
significant intercompany transactions and balances have been eliminated in
consolidation.

2.   SUMMARY OF MAJOR ACCOUNTING POLICIES
-----------------------------------------

Earnings (Loss) Per Common Share

Basic earnings per common share are calculated on income available to common
stockholders divided by the weighted-average number of shares outstanding during
the period, which were 62,849,497 for the nine-month period September 30, 2001
and 57,725,768 for the nine-month period September 30, 2000. Diluted earnings
per common share are adjusted for the assumed conversion exercise of stock
options and warrants unless such adjustment would have an anti-dilutive effect.
Approximately 12.5 million additional shares would be outstanding if all
warrants and all stock options were exercised as of September 30, 2001.

Unaudited Financial Statements

The accompanying statements are unaudited, but have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and in accordance with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation of results have been included. The interim
financial statements contained herein do not include all of the footnotes and
other information required by accounting principles generally accepted in the
United States of America for complete financial statements as provided at
year-end. For further information, refer to the consolidated financial
statements and footnotes thereto included in the registrant's annual report on
Form 10-K for the year ended December 31, 2000.

The reader is reminded that the results of operations for the interim period are
not necessarily indicative of the results for the complete year.

Use of Estimates

The presentation of the Company's consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions. These estimates
and assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent

                                       7

<PAGE>

                            Dauphin Technology, Inc.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

2.   SUMMARY OF MAJOR ACCOUNTING POLICIES - Continued
     ------------------------------------------------

Use of Estimates - continued

assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Restatement of prior period

Selling, general and administrative expenses, interest expense, net loss and per
share amounts have been adjusted from previously reported amounts to offset the
difference between the quoted market price and the proceeds from stock sales
under the private placement against additional paid in capital rather than
interest expense amounting to $2,065,355 ($0.04 per share) for the nine-months
ended September 30, 2000.

3.   RISKS AND UNCERTAINTIES
     -----------------------

The Company has incurred a net operating loss in each year since its founding
and as of September 30, 2001 has an accumulated deficit of $51,832,846. The
Company expects to incur operating losses over the near term. The Company's
ability to achieve profitability will depend on many factors including the
Company's ability to design and develop and market commercially acceptable
products, including its set-top box. Financial success will also depend on
amending contract terms to result in net revenue in excess of costs of
manufacture and selling, general and administrative costs. There can be no
assurance that the Company will ever achieve a profitable level of operations or
if profitability is achieved, that it can be sustained.

4.   BUSINESS SEGMENTS
     -----------------

The Company has two reportable segments: Dauphin Technology, Inc., Suncoast
Automation, Inc. and RMS (Dauphin); and Advanced Digital Designs, Inc. (ADD).
Dauphin is involved in design, manufacturing and distribution of hand-held
pen-based computer systems and accessories and smartbox set-top boxes and
providing private, interactive cable systems to the hospitality industry. ADD
performs design services, process methodology consulting and intellectual
property development.

<TABLE>
<CAPTION>
                                                                September 30, 2001        September 30, 2000
                                                                ------------------        ------------------
<S>                                                             <C>                       <C>
Revenue
     Dauphin                                                           $    79,074               $    33,952
     ADD                                                                 1,981,399                   327,064
     Inter-company elimination                                            (811,688)                        -
                                                                       -----------               -----------
                         Total                                         $ 1,248,785               $   361,016
                                                                       ===========               ===========
Operating (Loss)
     Dauphin                                                           $(5,531,043)              $(3,449,945)
     ADD                                                                  (151,561)                   27,045
     Inter-company elimination                                                   -                         -
                                                                       -----------               -----------
                         Total                                         $(5,682,604)              $(3,422,900)
                                                                       ===========               ===========


                                                                September 30, 2001         December 31, 2000
                                                                ------------------         -----------------
Assets
     Dauphin                                                          $ 18,836,002              $ 18,393,220
     ADD                                                                 6,777,942                 6,735,372
     Inter-company elimination                                         (16,777,877)              (13,967,815)
                                                                      ------------              ------------
                         Total                                        $  8,836,067              $ 11,160,777
                                                                      ============              ============
</TABLE>

                                       8

<PAGE>

                            Dauphin Technology, Inc.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

5.   COMMITMENTS AND CONTINGENCIES
     -----------------------------

The Company is an operating entity and in the normal course of business, from
time to time, may be involved in litigation. In management's opinion, any
current or pending litigation is not material to the overall financial position
of the Company.

6.   SECURITIES PURCHASE AGREEMENT
     -----------------------------

On September 28, 2001 the Company entered into a Securities Purchase Agreement
in the amount of $10 million with Crescent International Ltd., an investment
company managed by GreenLight (Switzerland) SA. The initial funding on
October 2, 2001 consisted of a $2.5 million Convertible Note with the option to
issue further Convertible Notes (see Note 9). In addition, the Company is
required to issue warrants exercisable to purchase 700,000 shares of common
stock at a price of $1.3064 per share for a five-year term. The Securities
Purchase Agreement further permits Crescent to purchase up to $7.5 million in
common stock of the Company over a 24-month period provided the Company achieves
certain results prior to February 1, 2002. If the Company fails to achieve these
certain results by February 1, 2002, then the amounts Crescent could purchase
are affected by certain financial criteria. Additionally, the Company has agreed
not to exercise any drawdowns against its existing common stock purchase
agreement with Techrich International Ltd.

The Company may elect to issue subsequent convertible notes up to $1.5 million,
subject to achieving certain results prior to February 1, 2001, such as the
total sales to its current customer, OTE, equaling or exceeding $2.5 million and
valid and documented orders from OTE that equal or exceed 75% of the subsequent
convertible note. If after February 1, 2002, the Company can sell to Crescent
shares of up to $1.5 million per sale, unless otherwise agreed to by the Company
and Crescent; provided, however, that the aggregate amount of all shares sold
and convertible notes issued cannot exceed $10 million. The amount of the sale
is limited to twice the average of the bid price multiplied by the trading
volume during the 22 trading day period immediately preceding the date of sale.
When the total amount of securities issued to Crescent equals or exceeds $5
million, then the Company shall issue to Crescent a subsequent incentive warrant
exercisable to purchase 400,000 shares of common stock at a price equal to the
bid price on the date of sale.

7.   EQUITY TRANSACTIONS
     -------------------

2001 Events

On September 13, 2001 the Company filed with the Securities and Exchange
Commission a Form S-3 registration statement relating to 6,964,724 shares of
common stock. The shares were issued by the Company in respect of the following:
(i) 766,058 shares were issued by the Company in connection with the acquisition
of the net assets of Suncoast; (ii) 52,000 shares were issued by the Company as
payment for certain advertising and promotional expenses and consulting
services; and (iii) 6,146,666 shares issuable by the Company to shareholders
upon the exercise by them of issued and outstanding warrants and options. On
September 27, 2001, the Securities and Exchange Commission declared the
registration statement effective.

On August 14, 2001 the Company issued a drawdown notice in connection with the
common stock purchase agreement with Techrich International for $300,000. Upon
receipt of the funds, the Company issued 258,968 shares of common stock and
warrants to purchase 22,006 shares of common stock at an exercise price of
$1.14516.

During the third quarter of 2001, the Company received proceeds in the amount of
$75,000 for the exercise of 75,000 warrants.

Effective July 1, 2001, the Company completed the acquisition of substantially
all of the assets of Suncoast Automation, Inc., a wholly owned subsidiary of
ProtoSource Corporation, pursuant to an Asset Purchase

                                       9

<PAGE>

                            Dauphin Technology, Inc.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                   (Unaudited)

7.   EQUITY TRANSACTIONS - Continued
------------------------------------

Agreement. The purchase price was 766,058 shares of the Company's common stock
valued at $1.1 million based on the closing bid price of $1.47 per share on June
29, 2001.

In April 2001, the Company issued to certain consultants 30,000 shares of common
stock and warrants to purchase 70,000 shares of common stock at an exercise
price of $1.36 per share, as payment for certain promotional and consulting
services. In September 2001, the Company issued additional warrants to purchase
16,666 shares of common stock at an exercise price of $1.395 per share to
finalize the arrangement with the consultants.

During the second quarter of 2001, employees exercised 4,000 stock options at a
price of $.50 per share.

During the first quarter of 2001, the Company received proceeds in the amount of
$102,300 for the exercise of 210,000 warrants. Additionally, employees exercised
4,000 stock options at a price of $.50 per share.

Personal Guarantee

On April 3, 2001, the Company and Estel Telecommunications S.A. cancelled the
performance bond issued on October 26, 2000 and the 1,550,000 shares of
restricted stock held by Best S.A. were returned to the Company. In connection
with the cancellation of the shares, Best S.A. executed the personal guarantee
of Mr. Andrew J. Kandalepas, which he had granted to secure the performance of
the Company's obligation to register the 1,550,000 shares issued in connection
with the performance bond.

The 1,550,000 shares of common stock held in escrow were returned to the Company
and cancelled. However, Best S.A. executed the personal guarantee of the
Chairman of the Board and CEO and retained the 1,032,118 shares. On December 20,
2001, the Board of Directors approved the issuance of 1,032,118 shares to the
Chairman of the Board and CEO of the Company to replace the shares that Best
S.A. retained. As a consequence, the Company amended the second and third
quarter financial statements filed on Form 10-Q to reflect the expense
associated with the execution and reimbursement for the personal guarantee of
the Chairman's shares aggregating additional expense and additional contributed
capital of $1,271,741. The shares outstanding have been retroactively restated.

8.   ACQUISITION\
----------------

On July 1, 2001, the Company acquired substantially all of the assets of
Suncoast Automation, Inc. The purchase price was 766,058 shares of the Company's
common stock valued at $1,126,105 based on the closing bid price of $1.47 per
share on June 29, 2001. The transaction was accounted for under the purchase
method of accounting. The purchase price, plus direct costs of the acquisition,
was allocated to accounts receivable, inventory, equipment, installation
contracts and accounts payable.

9.   SUBSEQUENT EVENTS
----------------------

On October 2, 2001, in accordance with the Securities Purchase Agreement, the
Company issued a Convertible Note to Crescent in the amount of $2,500,000, due
September 28, 2004 and warrants exercisable to purchase 700,000 shares of common
stock at a price of $1.3064 per share. The Note is convertible to common stock
of the Company at any time at the lower of $1.1561 or the average of the lowest
three consecutive bid prices during the 22 days preceding the date of
conversion. The Company may redeem the Convertible Note upon 30 days notice at a
price of 110% during the first year, 120% during the second year and 130%
thereafter. The Company is not required to pay interest on the Note unless the
Company fails for a period of 10 trading days to issue shares upon conversion or
pay the remaining principal of the Note upon maturity or redemption, in which
event interest shall become due at a fixed rate of 8% per annum, payable in
quarterly installments, on the outstanding principal balance immediately prior
to the date of conversion.

                                       10

<PAGE>

                            Dauphin Technology, Inc.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

10.  RECENT ACCOUNTING PRONOUNCEMENTS
-------------------------------------

On July 20, 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No.141 ("SFAS No. 141"), "Business
Combinations", and Statement of Financial Accounting Standards No. 142 ("SFAS
No. 142"), "Goodwill and Intangible Assets". SFAS No. 141 is effective for all
business combinations completed after June 30, 2001. SFAS No. 142 is effective
for fiscal years beginning after December 15, 2001; however, certain provisions
of such Statement apply to goodwill and other intangible assets acquired between
July 1, 2001, and the effective date of SFAS No. 142. Major provisions of these
Statements and their effective dates for the Company are as follows:

     1.   All business combinations initiated after June 30, 2001 must use the
          purchase method of accounting. The pooling of interest method of
          accounting is prohibited except for transactions initiated before
          July 1, 2001.

     2.   Intangible assets acquired in a business combination must be recorded
          separately from goodwill if they arise from contractual or other legal
          rights or are separable from the acquired entity and can be sold,
          transferred, licensed, rented, or exchanged, either individually or as
          part of a related contract, asset, or liability.

     3.   Goodwill, as well as intangible assets with indefinite lives, acquired
          after June 30, 2001, will not be amortized. Effective January 1, 2002,
          all previously recognized goodwill and intangible assets with
          indefinite lives will no longer be subject to amortization.

     4.   Effective January 1, 2002, goodwill and intangible assets with
          indefinite lives will be tested for impairment annually and whenever
          there is an impairment indicator.

     5.   All acquired goodwill must be assigned to reporting units for purposes
          of impairment testing and segment reporting.

Goodwill is currently being amortized at approximately $1.1 million annually and
is projected to have a net carrying value of approximately $2.887 million at the
date of adoption of this standard. The Company is currently evaluating the
provisions of SFAS No. 142 and has not yet determined the effect that adoption
of this standard will have on its financial statements.

11.  RESTATEMENT
----------------

     The condensed consolidated balance sheet and the condensed consolidated
statement of shareholders equity as of and for the year-ended December 31, 2000
have been restated to decrease the net loss and decrease additional paid in
capital by $1,302,383 to correctly reflect sales of equity securities in the
private placement in the first quarter of 2000 at a discount from the quoted
market prices. (See Note 2.)

                                       11

<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF FINANCIAL CONDITION AND
                            THE RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS
                              ---------------------

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH THREE MONTHS
----------------------------------------------------------------
ENDED SEPTEMBER 30, 2000
------------------------

Revenues for the three months ended September 30, 2001 and 2000 were
approximately $422,000 and $345,000, respectively. Revenues in the third quarter
of 2001 consisted of $353,000 of consulting fees from the Company's design
engineering subsidiary and $69,000 from the sale of the Orasis(R) hand-held
computer and accessories. Revenues in the third quarter of 2000 were comprised
of $327,000 of consulting fees from design services and $18,000 from the sale of
the Orasis(R) hand-held computer and accessories. Cost of revenues increased
from $317,000 in the third quarter of 2000 to $371,000 for the three months
ended September 30, 2001. Cost of revenues consists primarily of design services
payroll and related costs. Gross profit margins increased from 8% for the three
months ended September 30, 2000 to 12% for the three months ended September 30,
2001. The increase in gross margin percentage is due to lower overhead costs
associated with design services.

Selling, general and administrative expenses increased to approximately
$1,026,000 in 2001 from $1,009,000 in 2000. The increase in selling, general and
administrative expenses for the three months from 2000 to 2001 is attributable
to costs associated with the establishment and operations of the Greek branch
office, the expenses of the Suncoast subsidiary for the three months since its
acquisition and the expenses of the design engineering subsidiary for the full
three months, whereas in 2000, expenses for the design services subsidiary are
only included from August 28, 2000 (the date of acquisition) through September
30, 2000. Additionally, expenses in the third quarter of 2000 included expenses
in finalizing the common stock purchase agreement and fees associated with
exercising the drawdown under the equity line agreement.

Research and development costs increased to approximately $519,000 during the
three-month period ended September 30, 2001 from $222,000 over the corresponding
period in 2000. Research and development costs primarily consist of costs
related to the development of the set-top box, with a small portion related to
the further development of the Orasis(R).

Interest expense decreased to approximately $5,000 for the third quarter of 2001
from $9,000 for the corresponding period in 2000. Interest is primarily related
to certain capital leases on various equipment.

Net loss

The consolidated loss after tax increased for the three-month period ended
September 30, 2001 to approximately ($1,405,000) or ($0.02) per share as
compared to ($1,174,000) or ($0.02) per share in 2000. The increase in net loss
for 2001 was primarily attributed to the increase in research and development
costs for the set-top box. Loss per common share is calculated based on the
monthly weighted average number of common shares outstanding, which were
63,819,568 for the three-month period ended September 30, 2001, and 59,166,582
for the three-month period ended September 30, 2000.

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH NINE MONTHS ENDED
--------------------------------------------------------------------
SEPTEMBER 30, 2000
------------------

Revenue for the Company increased from approximately $361,000 in the first nine
months of 2000 to $1,249,000 in the first nine months of 2001. Revenues in the
first nine months of 2001 consisted of $1,170,000 of consulting fees from the
Company's design engineering subsidiary and $79,000 from the sale of the
Orasis(R) hand-held computer and accessories. Revenues in the first nine months
of 2000 were comprised of $327,000 of consulting fees and $34,000 from the sale
of the Orasis(R) hand-held computer and accessories. Consulting fees are
generated by the Company's subsidiary, Advanced Digital Designs, Inc. ("ADD")
and for 2001 are for the full nine months, whereas consulting fees for 2000 are
only included for one and one-half months, since the date of acquisition of
August 18, 2000. Cost of revenues increased to $1,014,000 in the first nine
months of 2001 from $441,000 for the

                                       12

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF FINANCIAL CONDITION AND
                            THE RESULTS OF OPERATIONS

                        RESULTS OF OPERATIONS (Continued)
                        ---------------------------------

nine months ended September 30, 2000. Revenues and cost of revenues for the nine
months ended September 30, 2001 include the operations of the Company's design
engineering subsidiary for the entire nine-month period, whereas in 2000, the
revenues and cost of revenues are included from August 28, 2000 (the date of
acquisition) through September 30, 2000. Therefore, gross profit margins are not
comparable for the period.

Selling, general and administrative expenses increased to approximately
$4,157,000 for the nine months ended September 30, 2001 as compared to
$2,870,000 for 2000. Selling, general and administrative expenses during the
nine months ended September 30, 2000 consisted of professional fees and
financial services expenses related to the private placement, common stock
purchase agreement and the costs associated with exercising the drawdown. For
the nine months ended September 30, 2001, these costs were partially offset by
the amortization of goodwill in connection with the acquisition of Advanced
Digital Designs, Inc. for the full nine-month period, increases in expenses for
the design engineering operations, expenses associated with the issuance of
common stock for reimbursement pursuant to a personal guarantee, expenses
associated with the establishment and operations of the Greek branch office and
expenses pertaining to the Suncoast Automation subsidiary.

Research and development costs increased to approximately $1,760,000 for the
first nine months of 2001 as compared to $473,000 for the first nine months of
2000. Research and development costs primarily consist of costs related to the
development of the set-top box, with a small portion related to the further
development of the Orasis(R).

Interest expense decreased to approximately $17,000 for the nine months ended
September 30, 2001 from $64,000 for the nine months ended September 30, 2000.
Interest expense is primarily related to certain capital leases on various
equipment.

Net loss

The consolidated loss after income tax was approximately ($5,491,000) or ($0.09)
per share for the nine months ended September 30, 2001. The consolidated loss
after income tax for the nine months ended September 30, 2000 was ($3,433,000)
or ($0.06) per share. The loss for 2001 was primarily attributed to the
amortization of goodwill associated with the acquisition of Advanced Digital
Designs, Inc., research and development costs regarding the set-top box and
selling, general and administrative expenses. Loss per common share is
calculated based on the monthly weighted average number of shares outstanding
which were 62,849,497 for the nine-month period ended September 30, 2001 and
57,725,768 for the nine-month period ended September 30, 2000.

Balance Sheet
-------------

Total assets for the Company were approximately $8,836,000 at September 30,
2001, a decrease of approximately $2,325,000 from December 31, 2000. The
decrease was primarily attributable to the net cash used in operations of
approximately $2,540,000, the purchase of approximately $256,000 of equipment,
payment of capital leases of $61,000, offset by the proceeds from the issuance
of shares under the Techrich common stock purchase agreement and proceeds from
the exercise of stock warrants and options of $181,000.

                         LIQUIDITY AND CAPITAL RESOURCES
                         -------------------------------

The Company has incurred a net operating loss in each year since its founding
and as of September 30, 2001 has an accumulated deficit of approximately
$51,833,000. The Company expects to incur operating losses over the near term.
The Company's ability to achieve profitability will depend on many factors
including the Company's ability to manufacture and market commercially
acceptable products including its set-top box. There can be no assurance that
the Company will ever achieve a profitable level of operations or if
profitability is achieved, that it can be sustained.

                                       13

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF FINANCIAL CONDITION AND
                            THE RESULTS OF OPERATIONS

                   LIQUIDITY AND CAPITAL RESOURCES (Continued)
                   -------------------------------------------

For the nine months ended September 30, 2001 the Company used $2,540,000 of cash
in operating activities, used $256,000 in investing activities and generated
$420,000 of cash from financing activities that produced a decrease in cash of
$2,376,000 for the nine months. The net loss of $5,491,000 was partially offset
by the non-cash items of depreciation and amortization and the issuance of
common stock pursuant to a personal guarantee. Investing activities consisted of
the purchase of equipment, which is primarily leasehold improvements in the
establishment of the Company's sales and marketing branch office in Greece.
Financing activities consisted primarily of the drawdown against the equity line
and the exercise of warrants and stock options. As of September 30, 2001 the
Company had a current asset to current liabilities ratio of 1.7 as compared to a
ratio of 6.6 at December 31, 2000. The Condensed Consolidated Statements of Cash
Flows, included in this report, detail the other sources and uses of cash and
cash equivalents.

In the second quarter of 2000, the Company entered into a common stock purchase
agreement, escrow agreement and registration rights agreement with Techrich
International Ltd. These agreements provide a $100,000,000 equity line of credit
for use by the Company at its discretion. During the third and fourth quarters
of 2000, the Company received $7,000,000 from the equity line in exchange for
the issuance of 2,136,616 of common stock. In the third quarter of 2001, the
Company received an additional $300,000 from the equity line in exchange for
258,968 shares of common stock.

On September 28, 2001 the Company entered into a $10 million Securities Purchase
Agreement with Crescent International Ltd., an institutional investor. Under the
Securities Purchase Agreement, the Company issued a Convertible Note on October
2, 2001 for $2.5 million. Although the Company had the option to issue further
convertible notes to Crescent subject to certain conditions precedent, such
option expired on February 1, 2002 and no additional notes were issued. In
addition, the Company issued warrants exercisable to purchase 700,000 shares of
common stock at a price of $1.3064 per share for a five-year term. The
Securities Purchase Agreement further permits the Company to sell to Crescent up
to $7.5 million in common stock of the Company over a 24-month period.
Additionally, the Company agreed not to exercise any drawdowns against its
existing common stock purchase agreement with Techrich International Ltd., which
expired on January 28, 2002.

The Securities Purchase Agreement permits the Company to sell to Crescent and
requires Crescent to purchase from the Company, at the Company's sole
discretion, common stock of the Company for up to $7.5 million over a 24-month
period. Individual sales are limited to $1.5 million, or a higher amount if
agreed to by the Company and Crescent, and each sale is subject to our
satisfaction of the following conditions precedent (none of which are within the
control of Crescent): (1) the Company's representations and warranties must be
true and complete, (2) the Company must have one or more then currently
effective registration statements covering the resale by Crescent of all shares
issued in prior sales to Crescent and issuable upon the conversion of the
Convertible Note, (3) there must be no dispute as to the adequacy of disclosures
made in any such registration statement, (4) such registration statements must
not be subject to any stop order, suspension or withdrawal, (5) the Company must
have performed its covenants and obligations under the Securities Purchase
Agreement, (6) no statute, rule, regulation, executive order, decree, ruling or
injunction may have been enacted, entered, promulgated or adopted by any court
of governmental authority that would prohibit the Company's performance under
the Securities Purchase Agreement, (7) the company's common stock must not have
been delisted from its principal trading market and there must be no trading
suspension of its common stock in effect, and (8) the issuance of the designated
number of shares of common stock with respect to the applicable sale must not
violate the shareholder approval requirements of the Company's principal trading
market. The aggregate amount of all sale shares and convertible notes issued
cannot exceed $10 million. The amount of the sale is limited to twice the
average of the bid price multiplied by the trading volume during the 22 trading
day period immediately preceding the date of sale. When the total amount of
securities issued to Crescent equals or exceeds $5 million, then the Company
shall issue to Crescent a subsequent incentive warrant exercisable to purchase
400,000 shares of common stock at a price equal to the bid price on the date the
incentive warrant is issued.

                                       14

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF FINANCIAL CONDITION AND
                            THE RESULTS OF OPERATIONS

                   LIQUIDITY AND CAPITAL RESOURCES (Continued)
                   -------------------------------------------

The Company expects to rely on the above financing arrangements in order to
continue its development of products and to continue its ongoing operations in
the short-term. The long-term cash needs of the Company will be dependent on the
successful development of the Company's products and their success in the market
place. At the current rate, the Company is not able to internally generate
sufficient funds and will be required to rely on outside sources for continued
funding, until such time as the Company's operations generate a profit and cash
is generated from operations. The Company has historically issued and may
continue, if the circumstances warrant, to issue common stock to vendors and
suppliers in lieu of cash for products and services provided to the Company.

The Company has incurred a net operating loss in each year since its founding
and as of September 30, 2001 has an accumulated deficit of approximately
$51,893,000. The Company expects to incur operating losses over the near term.
The Company's ability to achieve profitability will depend on many factors
including the Company's ability to manufacture and market commercially
acceptable products including its set-top box. Financial success will also
depend on amending contract terms to result in net revenue in excess of costs of
manufacture and selling, general and administrative costs. There can be no
assurance that the Company will ever achieve a profitable level of operations or
if profitability is achieved, that it can be sustained.

                                  RISK FACTORS

We operate in a highly competitive and volatile industry. We are faced with
aggressive pricing by competitors; competition for necessary parts, components
and supplies; continually changing customer demands and rapid technological
developments; and risks that buyers may encounter difficulties in obtaining
governmental licenses or approvals, or in completing installation and
construction of infrastructure, necessary to use our products or to offer them
to end users. This Management's Discussion and Analysis and other sections of
this Form 10-Q contain forward-looking statements that involve risks and
uncertainties. These statements reflect management's expectations, estimates and
assumptions, based on information available at the time the document was
prepared. Forward-looking statements are not guarantees of future performance
and involve risks, uncertainties and other factors which may cause the Company's
actual results to be materially different from those set forth herein. Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed herein, as well as those discussed in the Company's fiscal
year 2000 Annual Report on Form 10-K. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof. The Company undertakes no obligation to
publicly release the results of any revision to these forward-looking
statements, which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

                                       15

<PAGE>

..

                           PART II - OTHER INFORMATION

Item 1.        Legal Proceedings                                            None
               -----------------

Item 2.        Changes in the Rights of the Company's Security Holders.     None
               --------------------------------------------------------

Item 3.        Default by the Company on its Senior Securities.             None
               ------------------------------------------------

Item 4.        Submission of Matters to a Vote of Securities Holders.       None
               ------------------------------------------------------

Item 5.        Other Information.                                           None
               ------------------

Item 6(a).     Exhibits.                                                    None
               ---------

Item 6(b).     Reports on Form 8-K.
               --------------------

               On July 16, 2001, the Company filed Form 8-K to report the
               acquisition of substantially all of the assets of Suncoast
               Automation, Inc., a wholly owned subsidiary of ProtoSource
               Corporation, pursuant to an Asset Purchase Agreement by and among
               the Company, its subsidiaries, ProtoSource Corporation and
               Suncoast Automation, Inc. The purchase price was 766,058 shares
               of the Company's $0.001 par value common stock and valued at $1.1
               million based on the closing bid price of the Company's shares of
               $1.47 per share on June 29, 2001. On September 13, 2001 the
               Company filed with the Securities and Exchange Commission a Form
               S-3 registration statement relating to these shares. On September
               27, 2001 the Securities and Exchange Commission declared the
               registration statement effective.

               On October 12, 2001, the Company filed Form 8-K to report the
               Securities Purchase Agreement in the amount of $10 million by and
               between the Company and Crescent International Ltd., an
               investment company managed by GreenLight (Switzerland) SA. The
               initial funding consisted of a $2.5 million Convertible Note with
               the option to issue further Convertible Notes. In addition, the
               Company is required to issue warrants exercisable to purchase
               700,000 shares of common stock at a price of $1.3064 per share
               for a five-year term. The Stock Purchase Agreement further
               permits Crescent to purchase up to $7.5 million in common stock
               of the Company over a 24-month period. The Company is obligated
               to register with the Securities and Exchange Commission 4,000,000
               shares of common stock issuable to Crescent pursuant to the Stock
               Purchase Agreement.

                                    SIGNATURE
                                    ---------

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 thereunto duly authorized.

DAUPHIN TECHNOLOGY, INC.
  (Registrant)


Date: April 14, 2002                       By: /s/ Andrew J. Kandalepas
                                               ---------------------------------
                                                   Andrew J. Kandalepas
                                                   Chief Executive Officer

Date: April 14, 2002                       By: /s/ Harry L. Lukens, Jr.
                                               ---------------------------------
                                                   Harry L. Lukens, Jr.
                                                   Chief Financial Officer

                                       16

</TEXT>
</DOCUMENT>
</SUBMISSION>
