<SUBMISSION>
<ACCESSION-NUMBER>0000950131-02-001646
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20000818
<ITEMS>2
<ITEMS>7
<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>8-K/A
<ACT>34
<FILE-NUMBER>033-21537-D
<FILM-NUMBER>02620451
</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>8-K/A
<SEQUENCE>1
<FILENAME>d8ka.txt
<DESCRIPTION>FORM 8-K/A
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-K/A
                               AMENDMENT NO. 2 TO
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported):   August 18, 2000
                        Commission File Number: 333-35808

                            DAUPHIN TECHNOLOGY, INC.
                            -----------------------
             (Exact name of Registrant as specified in its charter)

         ILLINOIS                       3570                  87-0455038
--------------------------------------------------------------------------------
(State or Other Jurisdiction      (Primary Standard     (I.R.S. Employer Number)
of Incorporation or Organization)     Industrial
                                    Classification
                                   Identification No.)


              800 E. Northwest Hwy., Suite 950, Palatine, IL 60067
              ----------------------------------------------------
          (Address of principal executive offices, including Zip Code)

                                 (847) 358 4406
                                 --------------
              (Registrant's telephone number, including area code)






<PAGE>

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

     On August 28, 2000 Dauphin Technology, Inc. (the "Company"), filed a Form
8-K to report, through its wholly-owned subsidiary, ADD Acquisition Corp.
("Acquisition Corp"), the August 18, 2000 acquisition of substantially all of
the assets of T & B Design, Inc. (f/k/a Advanced Digital Designs, Inc.)("ADD"),
Advanced Technologies, Inc. ("ATI"), and 937 Plum Grove Road Partnership ("937")
pursuant to an Asset Purchase Agreement by and among the Company, Acquisition
Corp., ADD, ATI, 937 and the stockholders of ADD and ATI and partners of 937.
Pursuant to Item 7 of the Form 8-K, Dauphin Technology, Inc. indicated that it
would file certain financial information no later than the date required by Item
7 of Form 8-K. This Amendment No. 1 is being filed to provide such financial
information.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)  Financial Statements of Business Acquired

     The following combined financial statements of ADD, ATI and 937 are
included as Exhibit 99.1 to the Current Report on Form 8-K and are incorporated
herein by this reference:

     Independent Auditors' Report

     Combined Balance Sheets as of December 31, 1997, 1998 and 1999 and
     June 30, 2000

     Combined Statements of Earnings for the years ended December 31, 1997,
     1998 and 1999 and for the six months ended June 30, 1999 and 2000

     Combined Statements of Stockholders' Equity for the three years ended
     December 31, 1999 and the six months ended June 30, 2000

     Combined Statements of Cash Flows for the years ended December 31,
     1997, 1998 and 1999 and the six months ended June 30, 1999 and 2000

     Notes to Combined Financial Statements

(b)  Pro forma Financial Information

     The following unaudited pro forma financial information of the Company is
included as Exhibit 99.2 to the Current Report on Form 8-K and are incorporated
herein by reference:

     Introduction to Unaudited Pro Forma Condensed Combined Financial
     Information

     Unaudited Pro Forma Condensed Combined Statement of Operations for the year
     ended December 31, 1999


<PAGE>

(b)  Pro forma Financial Information - continued

     Unaudited Pro Forma Condensed Combined Statement of Operations for the six
     months ended June 30, 2000

     Unaudited Condensed Combined Balance Sheet as of June 30, 2000

     Notes to Unaudited Pro Forma Condensed Combined Financial Information

(c)  Exhibits

     The Exhibits that are filed with the Current Report on Form 8-K are set
     forth in the Exhibit Index to this Current Report on Form 8-K.

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.

                                                        Dauphin Technology, Inc.

Dated: September 25, 2000
                                                    By: /s/ Harry L. Lukens, Jr.
                                                       -------------------------

                                                            Harry L. Lukens, Jr.
                                                         Chief Financial Officer





<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number               Exhibit
------               -------

2.1      Asset Purchase Agreement, by and among the Company, ADD Acquisition
         Corp., T & B Design, Inc. (f/k/a Advanced Digital Designs, Inc.),
         Advanced Technologies, Inc., 937 Plum Grove Road Partnership, the
         Stockholders of T & B Design, Inc. and Advanced Technologies, Inc. and
         the partners of 937 Plum Grove Road Partnership, dated August 18, 2000.
         (previously filed)

2.2      Escrow Agreement, dated August 18, 2000, by and between ADD Acquisition
         Corp., a subsidiary of Dauphin Technology, Inc., T & B Design, Inc.
         f/k/a Advanced Digital Designs, Inc., an Illinois corporation, Anthony
         Vitucci and Bruce Karsten, and National City Bank of Michigan/Illinois.
         (previously filed)

99.1     The following combined financial statements of T & B Design, Inc.
         (f/k/a Advanced Digital Designs, Inc.), Advanced Technologies, Inc. and
         937 Plum Grove Road Partnership:

                   Independent Auditors' Report

                   Combined Balance Sheets as of December 31, 1997, 1998 and
                   1999 and June 30, 2000

                   Combined Statements of Earnings for the years ended December
                   31, 1997, 1998 and 1999 and the six months ended June 30,
                   1999 and 2000

                   Combined Statements of Stockholders' Equity for the three
                   years ended December 31, 1999 and six months ended June 30,
                   2000

                   Combined Statements of Cash Flows for the years ended
                   December 31, 1997, 1998 and 1999 and the six months ended
                   June 30, 1999 and 2000

                   Notes to Combined Financial Statements

99.2     The following unaudited pro forma financial information of Dauphin
         Technology, Inc.:
                   Introduction to Unaudited Pro Forma Condensed Combined
                   Financial Information

                   Unaudited Pro Forma Condensed Combined Statement of
                   Operations for the year ended December 31, 1999

                   Unaudited Pro Forma Condensed Combined Statement of
                   Operations for the six months ended June 30, 2000

                   Unaudited Condensed Combined Balance Sheet as of June 30,
                   2000

                   Notes to Unaudited Pro Forma Condensed Combined Financial
                   Information


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>COMBINED FINANCIAL STATEMENTS OF ADD, ATI & 937
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.1

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors
Advanced Digital Designs, Inc., Advanced Technologies, Inc.,
   and 937 Plum Grove Road Partnership

We have audited the accompanying combined balance sheets of Advanced Digital
Designs, Inc., Advanced Technologies, Inc., and 937 Plum Grove Road Partnership
as of December 31, 1999, 1998, and 1997 and the related combined statements of
earnings and cash flows for the three years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of Advanced Digital
Designs, Inc., Advanced Technologies, Inc., and 937 Plum Grove Road Partnership
as of December 31, 1999, 1998, and 1997 and the combined results of their
operations and their combined cash flows for the three years then ended, in
conformity with accounting principles generally accepted in the United States of
America.


                                                      GRANT THORNTON LLP

Chicago, Illinois
June 19, 2000, except for note D, as
   to which the date is August 18, 2000

<PAGE>

Advanced Digital Designs, Inc., Advanced Technologies, Inc.,
and 937 Plum Grove Road Partnership
COMBINED BALANCE SHEETS
December 31,

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

<TABLE>
<CAPTION>
                                                                                              June 30,       June 30,
                  ASSETS                           1999           1998           1997           2000           1999
                                                ----------     ----------     ----------     ----------     ----------
                                                                                             (unaudited)    (unaudited)
<S>                                             <C>            <C>            <C>            <C>            <C>
Current assets
 Cash                                           $   64,645     $   87,685     $   30,913     $  226,752     $  170,639
 Trade accounts receivable                       1,004,957        481,497        422,335        508,895        453,534
                                                ----------     ----------     ----------     ----------     ----------

   Total current assets                          1,069,602        569,182        453,248        735,647        624,173

Building, equipment, furniture, and fixtures
Building                                           362,102        362,102              -        362,102        362,102
Computer equipment                                  95,806         86,017         57,998        111,811         91,461
Other equipment, furniture, and fixtures            23,331         23,331          5,906         23,331         23,331
                                                ----------     ----------     ----------     ----------     ----------

                                                   481,239        471,450         63,904        497,244        476,894

 Less accumulated depreciation                      91,957         48,098          9,063        116,195         70,027
                                                ----------     ----------     ----------     ----------     ----------

                                                   389,282        423,352         54,841        381,049        406,867
                                                ----------     ----------     ----------     ----------     ----------

    TOTAL ASSETS                                $1,458,884     $  992,534     $  508,089     $1,116,696     $1,031,040
                                                ==========     ==========     ==========     ==========     ==========

     LIABILITIES AND STOCKHOLDERS'
                EQUITY

Current liabilities
 Accounts payable                               $   32,000     $   22,000     $   28,000     $   32,000     $   22,000
 Accrued expenses and other current
 liabilities                                        36,640         54,675         61,858         35,180         26,419
 Current maturities of long-term debt               23,760         23,760              -         23,760         23,760
                                                ----------     ----------     ----------     ----------     ----------

    Total current liabilities                       92,400        100,435         89,858         90,940         72,179


Long-term debt, less current maturities            241,337        243,967              -        239,974        242,649


Other long-term liabilities                          8,164          8,164              -         10,864          8,164
                                                ----------     ----------     ----------     ----------     ----------

    Total liabilities                              341,901        352,566         89,858        341,778        322,992

Stockholders' equity                             1,116,983        639,968        418,231        774,918        708,048
                                                ----------     ----------     ----------     ----------     ----------
          TOTAL LIABILITIES AND
        STOCKSTOCKHOLDERS' EQUITY               $1,458,884     $  992,534     $  508,089     $1,116,696     $1,031,040
                                                ==========     ==========     ==========     ==========     ==========
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

Advanced Digital Designs, Inc., Advanced Technologies, Inc.,
and 937 Plum Grove Road Partnership
COMBINED STATEMENTS OF EARNINGS
Years ended December 31,

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

<TABLE>
<CAPTION>
                                                                                             June 30,         June 30,
                                            1999              1998             1997            2000            1999
                                         ------------- ----------------- --------------- ---------------- -----------------
                                                                                            (unaudited)      (unaudited)
<S>                                      <C>              <C>              <C>             <C>              <C>
Consulting revenue                       $ 3,234,435      $ 3,169,311      $ 1,964,786     $ 1,684,283      $ 1,574,476

Cost of revenue                            1,230,785        1,091,282          379,177         601,090          553,571
                                         ------------- ----------------- --------------- ---------------- -----------------

    Gross profit                           2,003,650        2,078,029        1,585,609       1,083,193        1,020,905

Selling, general and administrative
 expenses                                    218,808          100,944          122,051         135,363           41,955
                                         ------------- ----------------- --------------- ---------------- -----------------

    Earnings from operations               1,784,842        1,977,085        1,463,558         947,830          978,950

Other (expense) income
 Interest expense, net                        (8,522)          (7,802)          11,756          (2,287)          (4,466)
 Miscellaneous                                54,022           60,043                -          26,992           25,539
                                         ------------- ----------------- --------------- ---------------- -----------------


    Total other income                        45,500           52,241           11,756          24,705           21,073
                                         ------------- ----------------- --------------- ---------------- -----------------

Income before taxes                        1,830,342        2,029,326        1,475,314         972,535        1,000,023


Income taxes                                  33,327           22,527            4,785          14,600           31,943
                                         ------------- ----------------- --------------- ---------------- -----------------

           NET INCOME                    $ 1,797,015      $ 2,006,799      $ 1,470,529     $   957,935      $   968,080
                                         ============= ================= =============== ================ =================
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

Advanced Digital Designs, Inc., Advanced Technologies, Inc.,
and 937 Plum Grove Road Partnership
COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
Three years ended December 31, 1999

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

<TABLE>
<CAPTION>

                                                     Additional
                                                       paid-in              Retained
                                                       capital              earnings                  Total
                                                   ----------------    --------------------    --------------------

<S>                                               <C>                  <C>                     <C>
Balance at January 1, 1997                          $  166,702          $          -            $    166,702
Net earnings                                                 -             1,470,529               1,470,529
Dividends paid                                               -            (1,219,000)             (1,219,000)
                                                   ----------------    --------------------    --------------------

Balance at December 31, 1997                           166,702               251,529                 418,231

Net earnings                                                 -             2,006,799               2,006,799
Capital contribution                                   134,938                     -                 134,938
Dividends paid                                               -            (1,920,000)             (1,920,000)
                                                   ----------------    --------------------    --------------------

Balance at December 31, 1998                           301,640               338,328                 639,968

Net earnings (unaudited)                                     -               968,080                 968,080
Dividends paid (unaudited)                                   -              (900,000)               (900,000)
                                                   ----------------    --------------------    --------------------

Balance at June 30, 1999 (unaudited)                $  301,640          $    406,408            $    708,048
                                                   ================    ====================    ====================

Balance at December 31, 1998                        $  301,640          $    338,328            $    639,968
Net earnings                                                 -             1,797,015               1,797,015
Dividends paid                                               -            (1,320,000)             (1,320,000)
                                                   ----------------    --------------------    --------------------

Balance at December 31, 1999                           301,640               815,343               1,116,983

Net earnings (unaudited)                                     -               957,935                 957,935
Dividends paid (unaudited)                                   -              (800,000)               (800,000)
Buyout of principal (unaudited)                              -              (500,000)               (500,000)
                                                   ----------------    --------------------    --------------------

Balance at June 30, 2000 (unaudited)                $  301,640          $    473,278            $    774,918
                                                   ================    ====================    ====================
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

Advanced Digital Designs, Inc., Advanced Technologies, Inc.,
and 937 Plum Grove Road Partnership
COMBINED STATEMENTS OF CASH FLOWS
Years ended December 31,

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

<TABLE>
<CAPTION>
                                                                                                           June 30,       June 30,
                                                                1999           1998           1997           2000           1999
                                                            -----------    -----------    -----------    -----------    -----------
                                                                                                         (unaudited)    (unaudited)
<S>                                                         <C>            <C>            <C>            <C>            <C>
Cash flows from operating activities
 Net income                                                 $ 1,797,015    $ 2,006,799    $ 1,470,529    $   957,935    $   968,080
 Adjustments to reconcile net income to net
  Cash provided by operating activities
   Depreciation                                                  43,859         39,035          8,318         24,238         21,929
   Change in operating assets and liabilities
   Trade accounts receivable                                   (523,460)       (59,162)      (422,335)       496,062         27,963
   Accounts payable                                              10,000         (6,000)        28,000              -              -
   Accrued expenses and other current liabilities               (18,035)        (7,183)        61,858         (1,460)       (28,256)
                                                            -----------    -----------    -----------    -----------    -----------

     Total adjustments                                         (487,636)       (33,310)      (324,159)       518,840         21,636
                                                            -----------    -----------    -----------    -----------    -----------

     Net cash provided by operating activities                1,309,379      1,973,489      1,146,370      1,476,775        989,716

Cash flows from investing activities
   Additions to building equipment, furniture, and fixtures      (9,789)      (407,546)       (63,159)       (16,005)        (5,444)
                                                            -----------    -----------    -----------    -----------    -----------


     Net cash used in investing activities                       (9,789)      (407,546)       (63,159)       (16,005)        (5,444)

Cash flows from financing activities
 Payments on long-term debt - net                                (2,630)       275,891              -          1,337         (1,318)
   Dividends paid                                            (1,320,000)    (1,920,000)    (1,219,000)      (800,000)      (900,000)
 Buyout of principal                                                  -              -              -       (500,000)             -
 Capital contribution                                                 -        134,938        166,702              -              -
                                                            -----------    -----------    -----------    -----------    -----------

     Net cash used in financing activities                   (1,322,630)    (1,509,171)    (1,052,298)    (1,298,663)      (901,318)
                                                            -----------    -----------    -----------    -----------    -----------

     Net increase (decrease) in cash                            (23,040)        56,772         30,913        162,107         82,954

Cash at beginning of year                                        87,685         30,913              -         64,645         87,685
                                                            -----------    -----------    -----------    -----------    -----------
Cash at end of year
                                                            $    64,645    $    87,685    $    30,913    $   226,752    $   170,639
                                                            ===========    ===========    ===========    ===========    ===========

Supplemental disclosure of cash flow information
 Cash paid during the year for
     Interest                                               $    20,263    $    18,713    $         -    $    10,084    $    10,129
     Income taxes                                                33,327         22,527          4,785              -              -
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

Advanced Digital Designs, Inc., Advanced Technologies, Inc.,
and 937 Plum Grove Road Partnership
NOTES TO COMBINED FINANCIAL STATEMENTS
December 31, 1999, 1998, and 1997

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

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying combined financial statements for Advanced Digital Designs,
Inc., Advanced Technologies, Inc., and 937 Plum Grove Road Partnership
(collectively, the "Company") follows:

Industry Operations and Concentration of Credit Risk

The Company specializes in three main areas: design services, which include
hardware, firmware, and software; process methodology consulting; and
intellectual property development. The Company services the communications,
computer, video, automotive, medical, and other industries. Three of the
Company's customers accounted for approximately 85%, 82%, and 83% of total
revenues for the years ended December 31, 1999, 1998, and 1997, respectively.
Total outstanding receivables for those three customers at December 31, 1999,
1998, and 1997 was $680,963, $279,450, and $272,135, respectively, representing
approximately 68%, 58%, and 64% of the total accounts receivable as of December
31, 1999, 1998, and 1997, respectively.

Principles of Combination

The accompanying combined financial statements include the accounts of Advanced
Digital Designs, Inc., Advanced Technologies, Inc., and 937 Plum Grove Road
Partnership, based on common ownership. All significant intercompany accounts
and transactions have been eliminated.

Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Building, Equipment, Furniture, and Fixtures

Building, equipment, furniture, and fixtures are recorded at cost and
depreciated over the estimated useful lives of the assets using the
straight-line method.

<PAGE>

Advanced Digital Designs, Inc., Advanced Technologies, Inc.,
and 937 Plum Grove Road Partnership
NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999, 1998, and 1997

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

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Income Taxes
------------

The Company has elected to be taxed under the provisions of Subchapter S of the
Internal Revenue Code. As such, the Company's net income is treated for Federal
and State of Illinois income tax purposes substantially as if the Company were a
partnership. The net income of the Company is reportable in the stockholders'
individual Federal and state income tax returns. Accordingly, the Company is not
liable for any Federal or state income tax, except for Illinois replacement tax,
during this period.

Revenue Recognition

Revenue is recognized when the service is performed.

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

NOTE B - EMPLOYEE BENEFIT PLANS

The Company established a 401(k) retirement plan for eligible employees on April
1, 1998, in accordance with Section 401(k) of the Internal Revenue Code.
Employees are permitted to make annual contributions through salary deductions
up to 15% of their annual salary. The Company does not have a match policy in
place.

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

NOTE C - LONG-TERM OBLIGATIONS

Long-term obligations consist of the following at December 31:

<TABLE>
<CAPTION>
                                                                                         June 30,    June 30,
                                                   1999        1998          1997         2000        1999
                                                 --------    --------     ---------     ---------   ---------
                                                                                       (unaudited) (unaudited)
<S>                                              <C>         <C>          <C>          <C>           <C>
Notepayable to bank, dated January 26,
    1998, at a fixed rate of 7.5%, with
    a payment of $1,907 plus interest
    to be made monthly, for a term of
    15 years with an amortization not
    to exceed 30 years                           $265,097    $267,727     $       -    $263,734      $266,409

Less current maturities                            23,760      23,760             -      23,760        23,760
                                                 --------    --------     ---------    --------      --------

                                                 $241,337    $243,967     $       -    $239,974      $242,649
                                                 ========    ========     =========    ========      ========
</TABLE>

<PAGE>

Advanced Digital Designs, Inc., Advanced Technologies, Inc.,
and 937 Plum Grove Road Partnership
NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED
December 31, 1999, 1998, and 1997

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

NOTE C - LONG-TERM OBLIGATIONS - Continued

Annual maturities of long-term obligations as of December 31, 1999, are as
follows:

           2000                                                   $ 23,760
           2001                                                     23,760
           2002                                                     23,760
           2003                                                     23,760
           2004                                                     23,760
           Thereafter                                              146,297
                                                                  --------

                                                                  $265,097
                                                                  ========

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

NOTE D - SUBSEQUENT EVENT

On August 18, 2000, the Company sold substantially all of its assets to Dauphin
Technology, Inc. for $6,000,000.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>dex992.txt
<DESCRIPTION>UNAUDITED PRO FORMA FINANCIAL INFO OF THE COMPANY
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

  INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information
presented below has been derived from the audited and unaudited historical
financial statements of Dauphin Technology, Inc. and T & B Design, Inc. (f/k/a
Advanced Digital Designs, Inc.), Advanced Technologies, Inc. and 937 Plum Grove
Road Partnership (collectively "ADD") and reflects management's present estimate
of pro forma adjustments, including a preliminary estimate of the purchase price
allocations, which ultimately may be different. This pro forma information has
been prepared utilizing historical financial statements of the Company and ADD.
The unaudited pro forma condensed statements of operations gives effect to the
acquisition as if the transaction was consummated as of the beginning of each
period presented. This information should be read in conjunction with the
historical financial statements and notes thereto. The pro forma financial data
have been included as required by the rules and regulations of the Securities
and Exchange Commission and are provided for comparative purposes only. This pro
forma presentation does not purport to represent what our financial position or
results of operations would actually have been if such transactions and events
had in fact occurred on those dates or to project our results of operations for
any future period.

Dauphin Technology, Inc. condensed consolidated financial information included
in these pro forma financial statements is derived from its December 31, 1999
unaudited consolidated financial statements included in its Form 10-K for the
period ended December 31, 1999 filed on March 29, 2000 and its June 20, 2000
unaudited consolidated financial statements included in its amended Form 10-Q/A
for the six months ended June 30, 2000 filed on August 11, 2000. The condensed
combined financial information of T&B Design Inc. (f/k/a Advanced Digital
Designs, Inc., Advanced Technologies, Inc. and 937 Plum Grove Road Partnership
(collectively "ADD"), included in these pro forma financial statements is
derived form its December 31, 1999 unaudited financial statements and its June
30, 2000 unaudited financial statements included elsewhere in this filing.

<PAGE>

                            Dauphin Technology, Inc.
   Unaudited Pro Forma Condensed Combined Statement of Operations for the Year
                             ended December 31, 1999

<TABLE>
<CAPTION>
                                                                                  Pro forma
                                              Dauphin              ADD            Adjustments        Pro Forma
                                              -------              ---            -----------        ---------

<S>                                        <C>                <C>                 <C>               <C>
Revenue                                    $  2,279,058       $           -       $          -      $  2,279,058
Consulting Revenue                                    -           3,234,435                  -         3,234,435

Cost of Revenue                               4,833,601           1,230,785                  -         6,064,386
                                           ------------       -------------       ------------      ------------

         Gross profit (loss)                 (2,554,543)          2,003,650                  -          (550,893)

Selling, General and Administrative
  Expenses                                    4,173,095             218,808          1,141,000(1)      5,532,903
Research and Development                        510,287                   -                  -           510,287
                                           ------------       -------------       ------------      ------------
         Earnings (loss) from
            Operations                       (7,237,928)          1,784,842         (1,141,000)       (6,594,083)

Interest expense                             (2,099,179)             (8,522)                 -        (2,107,701)

Interest income                                  30,800                   -                  -            30,800
Other income                                          -              54,022                  -            54,022
                                           ------------       -------------       ------------      ------------
         Earnings (loss) before
            Taxes                            (9,306,304)          1,830,342         (1,141,000)       (8,616,962)

Income Taxes                                          -              33,327                  -            33,327
                                           ------------       -------------       ------------      ------------

         Net income (loss)                 $ (9,306,304)      $   1,797,015       $ (1,141,000)     $ (8,650,289)
                                           ============       =============       ============      ============

Basic and diluted loss per share           $      (0.20)                                            $      (0.19)
                                           ============                                             ============

Weighted average number of common
  shares outstanding                         46,200,408                                               46,200,408
                                           ============                                             ============
</TABLE>

<PAGE>


                            Dauphin Technology, Inc.
 Unaudited Pro Forma Condensed Combined Statement of Operations for the
                         Six months ended June 30, 2000


<TABLE>
<CAPTION>
                                                                       Pro forma
                                             Dauphin         ADD      Adjustments    Pro Forma
                                             -------         ---      -----------    ---------
<S>                                        <C>           <C>          <C>           <C>
Revenue                                    $    16,041   $        -   $        -    $    16,041
Consulting Revenue                                   -    1,684,283            -      1,684,283

Cost of Revenue                                123,411      601,090            -        724,501
                                           -----------   ----------   ----------    -----------

         Gross profit (loss)                (  107,370)   1,083,193            -        975,823

Selling, General and Administrative
    Expenses                                 1,861,049      135,363      570,500(1)   2,566,912
Research and Development                       250 858            -            -        250,858

                                           -----------   ----------   ----------    -----------
         Earnings (loss) from
            Operations                      (2,219,277)     947,830    ( 570,500)    (1,841,947)

Interest expense                               (54,202)      (2,287)           -        (56,489)

Interest income                                 13,810            -            -         13,810
Other income                                         -       26,992            -         26,992

                                           -----------   ----------   ----------    -----------
         Earnings (loss) before
            Taxes                           (2,259,669)     972,535    ( 570,500)    (1,857,634)

Income Taxes                                         -       14,600            -         14,600

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

         Net income (loss)                 $(2,259,669)  $  957,935   $( 570,500)   $(1,872,234)
                                           ===========   ==========   ==========    ===========

Basic and diluted loss per share           $     (0.04)                             $     (0.03)
                                           ===========                              ===========

Weighted average number of common
    shares outstanding                      57,005,361                               57,005,361
                                           ===========                              ===========
</TABLE>

<PAGE>

                            Dauphin Technology, Inc.
              Unaudited Pro Forma Condensed Combined Balance Sheet
                                  June 30, 2000

<TABLE>
<CAPTION>
                                                                                       Pro forma
                                                    Dauphin            ADD            Adjustments         Pro Forma
                                                 -------------     -----------     ---------------------------------
<S>                                              <C>               <C>             <C>                 <C>
CURRENT ASSETS
Cash                                              $  4,014,815     $   226,752     $ (6,000,000) (2)   $    514,815
                                                                                      2,500,000  (3)
                                                                                       (226,752) (2)

Accounts receivable-Trade                              533,394         508,895         (508,895) (2)        533,394
                                                                             -
Allowance for Bad Debts                               (428,599)              -                             (428,599)

Accounts receivable-Employee                               118               -                                  118

Inventory                                            3,446,828               -                            3,446,828
Reserve for obsolescence                            (1,945,296)              -                           (1,945,296)

Prepaid expense                                        101,834               -                              101,834
                                                 -------------     -----------     ------------        ------------

                                                     5,723,094         735,647       (4,235,647)          2,223,094

INVESTMENTS IN RELATED PARTY                           290,000               -                              290,000

PROPERTY AND EQUIPMENT
   Building                                                  -         362,102           37,898  (2)        400,000
   Manufacturing and warehouse equipment               624,690               -                              624,690
   Leasehold improvements                              407,186               -                              407,186
   Plastic molds for the Orasis                        696,862               -                              696,862
   Computer equipment                                  249,732         111,811           (1,811) (2)        359,732
   Furniture, fixtures and other equipment             101,357          23,331           (8,331) (2)        116,357
                                                 -------------     -----------     ------------        ------------
                                                     2,079,827         497,244           27,756           2,604,827

   Accumulated depreciation                           (912,776)       (116,195)         116,195  (2)       (912,776)
                                                 -------------     -----------     ------------        ------------
                                                     1,167,051         525,000          143,951           1,692,051

GOODWILL                                                     -               -        5,500,000  (2)      5,500,000
                                                 -------------     -----------     ------------        ------------

                                                  $  7,180,145     $ 1,116,696     $  1,408,304        $  9,705,145
                                                 =============     ===========     ============        ============
</TABLE>

<PAGE>

                            Dauphin Technology, Inc.
         Unaudited Pro Forma Condensed Combined Balance Sheet -Continued
                                  June 30, 2000

<TABLE>
<CAPTION>
                                                                                       Pro forma
                                                     Dauphin             ADD           Adjustments             Pro Forma
                                                  -------------     ------------     ------------------------------------
<S>                                               <C>               <C>              <C>                    <C>
CURRENT LIABILITIES
Accounts payable                                  $     211,694     $     32,000     $   (32,000) (2)       $     211,694
Accrued expenses                                        121,742           47,101         (47,101) (2)             146,742
                                                                                          25,000  (2)
Current portion of long-term debt                       127,249           23,760         (23,760) (2)             127,249
                                                  -------------     ------------     -----------            -------------
                                                        460,685          102,861         (77,861)                 485,685

LONG TERM DEBT                                          150,399          239,974       6,000,000  (2)             150,399
                                                                                      (6,000,000) (2)
                                                                                        (239,974) (2)


OTHER LONG-TERM LIABILITIES                                   -           10,864         (10,864)                       -



SHAREHOLDERS' EQUITY
 Preferred stock                                              -                -                                        -
 Common stock                                            57,960                -             649  (3)              58,609
 Warrants                                             1,649,180                -                                1,649,180
 Paid-in capital                                     49,392,240                -       2,499,351  (3)          51,891,555
 Accumulated deficit                                (41,086,405)               -                              (41,086,405)
 Retained earnings                                            -          762,997        (762,997) (2)                   -
                                                  -------------     ------------     -----------            -------------
                                                      6,569,061          762,997       1,737,003                9,069,061
                                                  -------------     ------------     -----------            -------------

                                                  $   7,180,145     $  1,116,696     $ 1,408,304            $   9,705,145
                                                  =============     ============     ===========            =============
</TABLE>

<PAGE>

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Pro Forma Adjustments

The following pro forma adjustments have been made to the unaudited condensed
consolidated statements of operations for the year ended December 31, 1999 and
the six months ended June 30, 2000.

     (1)  To record amortization expense of goodwill using a useful life of five
          years and to record depreciation expense using useful lives ranging
          from five to twenty-five years, as if the acquisition had been
          completed as of January 1, 1999.

     (2)  To record the purchase of assets of ADD and to eliminate the debt.

     (3)  To record the drawdown of $2.5 million and the issuance of 648,618
          shares.

The total purchase price for the acquisition will be allocated to acquired
assets based on estimates of their fair values. The excess of the total purchase
price over the allocations of fair value to the net assets acquired will be
recorded as goodwill, which was calculated as follows for purposes of the pro
forma presentations herein:

          Purchase considerations                     $6,000,000
          Direct acquisition costs                        25,000
                                                      ----------

          Total purchase price                         6,025,000

          Less: tangible assets acquired

                   Building                              400,000
                   Computer equipment                    110,000
                   Other equipment                        15,000
                                                      ----------

          Goodwill                                    $5,500,000
                                                      ==========

On July 31, 2000, the Company issued a drawdown notice to Techrich International
Limited in connection with the common stock purchase agreement dated April 9,
2000, evidencing an equity draw down facility between the Company and Techrich.
The common stock purchase agreement is more fully described in the Company's
Prospectus Statement filed on Form S-1 dated July 21, 2000. During the first 11
days of the drawdown period, Techrich purchased 648,618 shares of the Company's
common stock. These purchases resulted in aggregate proceeds of $2,500,000 being
paid to the Company. These proceeds were used in the acquisition of ADD.

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