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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended June 30, 2005

                                       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)

             Illinois                                     87-0455038
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
 of incorporation or organization)

 1014 E. Algonquin Rd., Suite 111, Schaumburg, Illinois            60067
      (Address of principal executive offices)                   (Zip Code)

                                 (847) 303-6566
              (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        No   X
    -----     -----

                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        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 June 30, 2006, 99,569,028
shares of the  registrant's  common  stock,  $.001 par  value,  were  issued and
outstanding.






                            Dauphin Technology, Inc.
                          (A Development Stage Company)

                                Table of Contents
                                -----------------


                                                                            Page

PART I                           FINANCIAL INFORMATION

   Item 1.     Financial Statements
               CONDENSED CONSOLIDATED BALANCE SHEETS
                    June 30, 2005 and December 31, 2004                       3

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    Three  Months  Ended June 30,  2005 and 2004,  six
                    months ended June 30, 2005 and 2004 and cumulative
                    amounts  since  January 1,  2004 (Commencement  of
                    development stage)                                        4

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Three  Months  Ended June 30,  2005 and 2004,  six
                    months ended June 30, 2005 and 2004 and cumulative
                    amounts  since  January 1,  2004 (Commencement  of
                    development stage)                                        5


               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS           6


   Item 2.     Management's Discussion and Analysis of Results of
               Operations and Financial Condition                             7

   Item 3.     Controls and Procedures                                       11

PART II                        OTHER INFORMATION                             12


   Item 1.     Legal Proceedings                                             12

   Item 2.     Unregistered sale of equity securities and Use of Proceeds    12

   Item 3.     Default Upon Senior Securities                                12

   Item 4.     Submission of Matters to a Vote of Security Holders           12

   Item 5.     Other Information                                             12

   Item 6(a).  Exhibits                                                      12


                                    SIGNATURE                                12




                                        2



                            Dauphin Technology, Inc.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                       June 30, 2005 and December 31, 2004

--------------------------------------------------------------------------------
                                     ASSETS
                                                     June 30,       December 31,
                                                       2005             2004
                                                   ------------    ------------
                                                   (Unaudited)
CURRENT ASSETS:
 Cash                                              $    101,911    $      7,829
 Prepaid expenses                                             -           2,500
 Assets from discontinued operations                          -           8,832
                                                   ------------    ------------



   Total assets                                    $    101,911    $     19,161
                                                   ============    ============


                     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
 Accounts payable                                  $    193,570    $     68,602
 Accrued expenses                                       294,488         323,838
 Short-term borrowings                                    8,961         200,000
 Current portion of long-term debt                       13,515          13,515
 Derivative liability                                   986,641         760,565
 Convertible debentures                                 950,000         950,000
 Liabilities from discontinued operations                     -         243,748
                                                   ------------    ------------



   Total current liabilities                          2,447,175       2,560,268

CONVERTIBLE LOANS                                     2,656,078       2,405,078
                                                   ------------    ------------

   Total liabilities                               $  5,103,253    $  4,965,346
                                                   ------------    ------------

COMMITMENTS AND CONTINGENCIES                                 -               -

SHAREHOLDERS' DEFICIT:
 Preferred stock, $0.01 par value, 10,000,000
   shares authorized, issued and outstanding
   at June 30, 2005                                     100,000               -
 Common stock, $0.001 par value, 100,000,000
   shares authorized; 99,251,688 shares issued
   and outstanding at June 30, 2005 and
   98,501,688 shares issued and outstanding
   at December 31, 2004                                  99,252          98,502
 Additional paid-in capital                          65,567,942      65,081,192
 Accumulated deficit                                (70,768,536)    (70,125,879)
                                                   ------------    ------------
   Total shareholders' deficit                       (5,001,342)     (4,946,185)
                                                   ------------    ------------
   Total liabilities and shareholders' deficit     $    101,911    $     19,161
                                                   ============    ============


                     The accompanying notes are an integral
                part of these consolidated financial statements.


                                        3






                                          Dauphin Technology, Inc.
                                        (A Development Stage Company)
                               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      For the three months ended June 30, 2005 and 2004, the six months
                    ended June 30, and 2004 and cumulative amounts since January 1, 2004
                                     (Commencement of development stage)
                                                 (Unaudited)

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

                                                                                                Cumulative
                                                                                                 Amounts
                               Three Months Ended June 30,       Six Months Ended June 30,        Since
                               ----------------------------    ----------------------------     January 1,
                                   2005            2004            2005           2004             2004
                               ------------    ------------    ------------    ------------    ------------
                                                                                
NET SALES                      $          -    $          -    $          -    $          -    $          -


COST OF SALES                             -               -               -               -               -
                               ------------    ------------    ------------    ------------    ------------
  Gross  profit                           -               -               -               -               -

GENERAL AND
 ADMINISTRATIVE EXPENSES            224,733         755,740         386,581         821,516       1,935,481
                               ------------    ------------    ------------    ------------    ------------
  Loss from operations             (224,733)       (755,756)       (386,581)       (821,516)     (1,935,481)
Derivative (loss) gain             (195,493)        (68,289)       (226,076)        295,252           1,121
INTEREST EXPENSE                    (15,000)        (94,061)        (30,000)       (210,759)       (367,238)
                               ------------    ------------    ------------    ------------    ------------
  Loss from continuing
   operations before income
   taxes and discontinued
   operations                      (435,226)       (918,090)       (642,657)       (737,023)     (2,301,598)

INCOME TAXES                              -               -               -               -               -
                               ------------    ------------    ------------    ------------    ------------
  Net loss from continuing
   operations                      (435,226)       (918,090)       (642,657)       (737,023)     (2,301,598)

DISCONTINUED OPERATIONS
  Loss from discontinued
   operations                             -         (93,183)              -        (173,948)       (548,865)
                               ------------    ------------    ------------    ------------    ------------

  Net loss                     $   (435,226)   $ (1,011,273)   $   (642,657)   $   (910,971)   $ (2,850,463)
                               ============    ============    ============    ============    ============

LOSS PER SHARE:
Continuing Operations          $      (0.00)   $      (0.01)   $      (0.01)   $      (0.01)   $      (0.02)
Discontinued Operations               (0.00)          (0.00)          (0.00)          (0.00)          (0.01)
                               ------------    ------------    ------------    ------------    ------------
  Total  Basic and Diluted     $      (0.00)   $      (0.01)   $      (0.01)   $      (0.01)   $      (0.03)
                               ============    ============    ============    ============    ============

Weighted average number of
 shares of common stock
 outstanding
   Basic                         99,252,000      97,002,000      99,127,000      95,086,000      97,571,000
   Diluted                       99,252,000      97,002,000      99,127,000      95,086,000      97,571,000


                                   The accompanying notes are an integral
                              part of these consolidated financial statements.


                                                      4







                                 Dauphin Technology, Inc.
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          Six months ended June 30, 2005 and 2004
                                        (Unaudited)

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

                                                                              Cumulative
                                                                                Amounts
                                                 Six Months Ended June 30,       Since
                                                --------------------------     January 1,
                                                   2005            2004           2004
                                                -----------    -----------    -----------
                                                                     
CASH FLOWS FROM OPERATING
 ACTIVITIES
 Net (loss) gain                                $  (642,657)   $  (910,971)   $(2,850,463)
 Non-cash items included in net loss:
  Amortization of debt discount                           -         90,418        269,588
  Convertible loans issued in lieu of
   consulting fees                                        -              -      1,161,500
  Common stock issued in lieu of
   convertible loans                                 37,500              -         37,500
  Common stock issued for consulting fees                 -              -        435,000
 Changes in:
  Accounts receivable                                     -        (13,500)         3,248
  Assets of discontinued operations                   8,832          8,520        166,123
  Prepaid expenses                                    2,500              -          2,500
  Accounts payable                                  124,968        (43,810)        60,480
  Accrued expenses                                  (29,350)      (160,713)       (73,852)
  Liabilities from discontinued operations         (243,748)    (1,028,429)    (1,188,240)
                                                -----------    -----------    -----------

     Net cash used in operating activities         (741,955)    (2,058,485)    (1,976,616)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of restricted shares             -        323,000        323,000
  Proceeds from issuance of preferred stock         550,000              -        550,000
  Derivative liability                              226,076       (295,251)         1,662
  Issuance of convertible loans                     251,000      2,420,136      1,494,578
  Repayment of convertible debentures                     -              -       (100,000)
  Payments on short-term borrowings                (200,000)      (200,000)      (200,000)
  Increase in short-term borrowing                    8,961              -          8,961
                                                -----------    -----------    -----------

     Net cash provided by financing activities      836,037      2,247,885      2,078,201
                                                -----------    -----------    -----------

     Net increase in cash                            94,082        189,400        101,585

CASH BEGINNING OF PERIOD                              7,829            326            326
                                                -----------    -----------    -----------

CASH END OF PERIOD                              $   101,911    $   189,726    $   101,911
                                                ===========    ===========    ===========

Cash Paid During The Period FOR:
     Interest                                   $         -    $     1,258    $    18,262

NONCASH TRANSACTIONS:
 Common stock issued in connection with:
  Services                                      $    37,500    $         -    $    37,500



                          The accompanying notes are an integral
                      part of these consolidated financial statements


                                            5




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

1.  General

The accompanying  financial statements are unaudited,  but in the opinion of the
management of the Company,  contain all  adjustments,  consisting of only normal
recurring  accruals,  necessary to present fairly the financial position at June
30, 2005,  the results of  operations  for the three months and six months ended
June 30,  2005 and 2004,  and the cash flows for the six  months  ended June 30,
2005 and 2004 and cumulative amounts since January 1, 2004 (date of commencement
of development stage).

Reference  is made to the  Company's  Form 10-K for the year ended  December 31,
2004.  The results of operations  for the six months ended June 30, 2005 are not
necessarily  indicative of the results of operations to be expected for the full
fiscal year ending December 31, 2005.

Effective January 1, 2004, the Company is considered a development stage company
as defined in SFAS No. 7. The Company's  development stage activities consist of
evaluating potential merger candidates and raising additional financing.

2.  Related Party Transactions

During the second quarter of 2005,  our CEO loaned  $17,130 to the Company.  The
loan bore no interest and was paid back in the same quarter.

3.  Stock-Based Compensation

For stock  options  granted to employees  prior to January 1, 2005,  the Company
utilized the footnote  disclosure  provisions  of SFAS No. 123,  Accounting  for
Stock-Based Compensation. SFAS No. 123 encourages entities to adopt a fair-value
based method of  accounting  for stock  options or similar  equity  instruments.
However,  it also allows an entity to continue  measuring  compensation cost for
stock-based   compensation  using  the  intrinsic-value   method  of  accounting
prescribed by Accounting  Principles Board (APB) Opinion No. 25,  Accounting for
Stock  Issued  to  Employees.  The  Company  elected  to  continue  to apply the
provisions of APB 25 and provide pro forma footnote disclosures required by SFAS
No. 123 as applicable.  Accordingly, no compensation cost has been recognized in
the  consolidated  financial  statements for stock options granted to employees.
There have been no stock options  granted  during the second  quarter of 2005 or
2004, nor since January 1, 2004.

4.  Weighted Average Shares

The computation of basic income (loss) per common share is based on the weighted
average number of shares outstanding during each period.

The  computation  of diluted  income  (loss)  per  common  share is based on the
weighted average number of common shares outstanding during the period, plus the
common stock equivalents that would arise from the exercise of stock options and
warrants  outstanding,  using the treasury  stock method and the average  market
price per share during the period. Options to purchase 20,000 shares and 626,666
shares at June 30, 2005 and 2004, respectively, at prices between $.12 and $2.75
and warrants to purchase 1,704,999 shares, 2,001,671 shares at June 30, 2005 and
2004,  respectively,  at prices between $.10 and $1.31 were outstanding but were
excluded for the  calculations for diluted income (loss) per share as the effect
was antidilutive.

5.  Supplemental Cash Flow Information

Interest in the amount of $18,262  has been paid during the period from  January
1, 2004 to June 30, 2005.  No amounts have been paid for income taxes during the
same period.

6.  Liquidity

The  Company is a  development  stage  company and does not have  revenues  from
operations.  In  addition,  the  Company  has a deficit in working  capital  and
stockholders' equity, and has incurred sustained losses.

The Company has funded losses from operations in the current  quarter  primarily
from the issuance of debt and the sale of the Company's  restricted common stock
in private  placement  transactions,  and will require  additional  funding from
these sources to sustain its future operations. The Company anticipates that the
issuance  of debt and the sale of the  Company's  restricted  common  stock will
continue to fund operating  losses in the short-term;  however,  there can be no
assurance that it will be successful in doing so.


                                       6



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


7.  Definitive Merger Agreement with GeoVax

On January 20, 2006,  Dauphin  entered into a Definitive  Agreement  and Plan of
Merger (the  "Merger")  whereby the Company's  wholly owned  subsidiary,  GeoVax
Acquisition  Corp.,  would merge with and into GeoVax.  Upon  completion  of the
Merger, GeoVax would survive the Merger as a wholly owned subsidiary of Dauphin.
GeoVax,  Inc., a Georgia  biotechnology  company,  was  established  to develop,
license  and  commercialize  the  manufacture  and  sale of human  vaccines  for
diseases  caused by HIV-1 (Human  Immunodeficiency  Virus) and other  infectious
agents.  The  Merger  shall  become  effective  upon,  among  other  things,  an
affirmative vote of approval from each companies' shareholders. If the Merger is
completed, there is no assurance that the surviving company will be economically
successful.


Item 2. MANAGEMENT'S DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


Forward-looking statements

This Quarterly Report on Form 10-Q contains  forward-looking  statements  within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the Securities  Exchange Act of 1934, as amended.  All statements
other  than  historical  or  current  facts,   including,   without  limitation,
statements about our business  strategy,  plans and objectives of management and
our future prospects, are forward-looking  statements.  Although we believe that
the expectations  reflected in such  forward-looking  statements are reasonable,
such  forward-looking  statements  are subject to risks and  uncertainties  that
could cause actual results to differ  materially from these  expectations.  Such
risks and uncertainties include, without limitation, the following:

          *    financing  of  future  operations,  variations  in our  quarterly
               results, the occurrence of unanticipated events and circumstances
               and  general   economic   conditions,   including   stock  market
               volatility,   results  of  future   operations,   challenges   in
               establishing and/or managing joint ventures;

These  risks and  uncertainties  are beyond our control  and, in many cases;  we
cannot predict the risks and  uncertainties  that could cause our actual results
to differ  materially  from those indicated by the  forward-looking  statements.
When  used in this  document,  the  words  "assumptions,"  "believes,"  "plans,"
"expects,"   "anticipates,"   "intends,"  "continue,"  "may,"  "will,"  "could,"
"should," "future,"  "potential,"  "estimate," or the negative of such terms and
similar  expressions  as they  relate to us or our  management  are  intended to
identify  forward-looking  statements.  We  undertake no  obligation  to release
publicly the result of any revisions to these  forward-looking  statements  that
may be made to  reflect  events or  circumstances  after  the date  hereof or to
reflect the occurrence of unanticipated events.

The following discussion should be read in conjunction with, and is qualified in
its entirety  by, the  condensed  consolidated  financial  statements  and notes
thereto  included  in  Item  1  of  this  Quarterly  Report  and  the  condensed
consolidated financial statements and notes thereto and Management's  Discussion
and Analysis of Financial  Condition and Results of Operations in our Forms 10-K
for the  periods  ending  December  31,  2004 and 2005.  Historical  results and
percentage  relationships among any amounts in the financial  statements are not
necessarily indicative of trends in operating results for any future periods.

Critical accounting policies

Cash and Cash Equivalents

Cash and cash  equivalents  include all cash and liquid  investments that mature
three  months  or less  from  when  they  are  purchased.  The  carrying  amount
approximates the fair value due to short maturity of these investments.

Income Taxes

Deferred tax  liabilities  and assets are recognized for the expected future tax
consequences  of events that have been included in the financial  statements and
tax returns.  Deferred tax  liabilities  and assets are determined  based on the
difference  between the  financial  statement  basis and tax basis of assets and
liabilities (excluding  non-deductible  goodwill) and using enacted tax rates in
effect for the years in which the differences are expected to become recoverable
or payable.


                                       7



                            Dauphin Technology, Inc.
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                      THE RESULTS OF OPERATIONS - CONTINUED
                                   (Unaudited)


(Loss) Per Common Share

Basic loss per common share is  calculated  by dividing net loss for the year by
the weighted-average  number of shares outstanding during the period, which were
99,127,000  and  95,086,000  for the  periods  ending  June  30,  2005  and 2004
respectively. Diluted loss per common share is adjusted for the assumed exercise
of stock options and warrants unless such adjustment would have an anti-dilutive
effect


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 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.


Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of
credit risk, consist primarily of the derivative liability.


Fair Value of Financial Instruments

The Company financial instruments consist of cash, payables,  and notes payable.
The carrying amount of cash and payables  approximates fair value because of the
short-term nature of these items. The aggregate carrying amount of notes payable
approximates fair value as the individual notes bear interest at market interest
rates.

Strategic Direction

In November 2003, Dauphin's Board of Directors, as then constituted,  considered
and approved a plan to discontinue all operations effective January 1, 2004, and
to seek out  potential  merger and or  acquisition  candidates.  As a result the
Company is considered a  development  stage  business  since January 1, 2004 for
financial reporting purposes.

On January 20, 2006,  Dauphin  signed a definitive  Agreement and Plan of Merger
(the "Merger") whereby the Company's wholly owned subsidiary, GeoVax Acquisition
Corp., would merge with and into GeoVax.  Upon completion of the Merger,  GeoVax
would survive the Merger as a wholly owned subsidiary of Dauphin.  GeoVax, Inc.,
a Georgia  biotechnology  company,  was  established  to  develop,  license  and
commercialize  the manufacture and sale of human vaccines for diseases caused by
HIV-1 (Human  Immunodeficiency  Virus) and other infectious  agents.  The Merger
shall become effective upon, among other things, an affirmative vote of approval
from each  companies'  shareholders.  If the  Merger is  completed,  there is no
assurance that the surviving company will be economically successful.

Results of Operations

The Company was  unsuccessful  in its previous  operations and terminated  those
operations in December 2003. We were  unsuccessful in generating  income from or
positive cash flow from any of our operations. Currently, the Company is working
on the proposed transaction with GeoVax as described above. The loss of $642,657
for the six months  ended June 30, 2005 is the result of employee  wages,  legal
and  professional  fees, and a loss  pertaining to the  derivative.  The loss of
$910,971 for the six months  ended June 30, 2004 is a result of employee  wages,
professional  fees and interest  expense  offset by a gain  associated  with the
derivative  instrument.  We  anticipate  that  our  general  and  administrative
expenses going forward will be approximately $90,000 per month.

Liquidity and Capital Resources

The Company has  incurred a net  operating  loss in each year since its founding
and as of June 30, 2005, has an accumulated deficit of $70,768,536.  The Company
expects to incur operating losses over the near term.

As of June 30, 2005 the Company  had  current  liabilities  in excess of current
assets of approximately $2,345,000.


                                       8


                            Dauphin Technology, Inc.
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                      THE RESULTS OF OPERATIONS - CONTINUED
                                   (Unaudited)

The Company has funded losses from operations in the current year primarily from
the issuance of debt and the sale of the  Company's  restricted  common stock in
private placement  transactions,  and will require additional funding from these
sources to sustain  its future  operations.  The  Company  anticipates  that the
issuance  of debt and the sale of the  Company's  restricted  common  stock will
continue to fund operating losses in the short-term.  There is no assurance that
the Company will be successful in raising the needed amounts of capital and debt
needed to sustain the Company.

When used in this Form 10-Q, the words "expects," "anticipates," "estimates" and
similar expressions are intended to identify  forward-looking  statements.  Such
statements  are subject to risks and  uncertainties,  including  those set forth
under the "Risks and  Uncertainties"  set forth  below that could  cause  actual
results  to  differ  materially  from  those  projected.  These  forward-looking
statements  speak only as of the date hereof.  Dauphin  expressly  disclaims any
obligation or  undertaking  to release  publicly any updates or revisions to any
forward-looking  statements  contained  herein  to  reflect  any  change  in the
Company's  expectations with regard thereto or any change in events,  conditions
or circumstances on which any statement is based. This discussion should be read
together with the financial statements and other financial  information included
in this Form 10-Q.

We are a development stage company as defined in SFAS No. 7 effective January 1,
2004. The Company's development stage activities consist of evaluating potential
merger candidates and raising additional financing.

Risks and Uncertainties

Readers should  carefully  consider the risks  described below in evaluating the
Company's business. The following risks and uncertainties are not the only risks
and uncertainties facing the Company.

We have an accumulated  deficit due to substantial losses incurred over the last
nine years

Since July 1996 we have operated with  substantial  losses from  operations  and
have an  accumulated  deficit of  $70,768,536  as of June 30, 2005.  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 procure and market commercially acceptable products.  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.   Our  financial
performance  may make it difficult for potential  sources of capital to evaluate
the viability of our business to date and to assess its future viability.

We currently have no operations.

The Company was  unsuccessful in its operations and terminated  those operations
in December  2003.  Our previous  business  operations  were limited and did not
result in (i)  significant  revenues,  (ii) the  accumulation  of a  significant
dollar amount of assets,  or (iii) in earnings.  Because of a lack of resources,
we were unable to fund the costs of complying with our filing requirements under
Section 13 of the Securities Exchange Act of 1934, as amended. In November 2003,
Dauphin's  Board of Directors,  as then  constituted,  considered and approved a
plan to discontinue  all operations  effective  January 1, 2004, and to seek out
potential merger and or acquisition candidates.

The Company's ability to continue as a going concern is questionable

Because of recurring  operating losses,  the excess of current  liabilities over
current  assets,  the  stockholders'  deficit,  and  negative  cash  flows  from
operations,  there is substantial  doubt about the Company's ability to continue
as a going concern.  The Company's  continuation as a going concern is dependent
on attaining  profitable  operations,  restructuring its debt  obligations,  and
obtaining  additional  outside  financing.  The Company  has funded  losses from
operations in the current year  primarily from the issuance of debt and the sale
of the Company's restricted common stock in private placement transactions,  and
will  require  additional  funding  from these  sources  to  sustain  its future
operations.  The Company  anticipates  that the issuance of debt and the sale of
the Company's  restricted common stock will continue to fund operating losses in
the  short-term but there is no assurance that the Company will be successful in
obtaining additional capital or financial resources.

Planned transaction with GeoVax may not be completed

On January 20, 2006,  Dauphin  signed a definitive  Agreement and Plan of Merger
(the "Merger") whereby the Company's wholly owned subsidiary, GeoVax Acquisition
Corp., would merge with and into GeoVax.  Upon completion of the Merger,  GeoVax
would survive the Merger as a wholly owned subsidiary of Dauphin.  GeoVax, Inc.,
a Georgia  biotechnology  company,  was  established  to  develop,  license  and
commercialize  the manufacture and sale of human vaccines for diseases caused by
HIV-1 (Human  Immunodeficiency  Virus) and other infectious  agents.  The Merger
shall become effective upon, among other things, an affirmative vote of approval

                                       9


                            Dauphin Technology, Inc.
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                      THE RESULTS OF OPERATIONS - CONTINUED
                                   (Unaudited)

from  each  companies'  shareholders.  There  is no  assurance  that  we will be
successful in finalizing  this  transaction.  If the  transaction  is completed,
there  is  no  assurance  that  the  surviving   company  will  be  economically
successful.  Regardless of the outcome with GeoVax,  we may not be successful in
finding any suitable merger or acquisition  candidate.  If we are not successful
in finding any suitable  candidate,  it would raise  substantial doubt as to our
ability to continue any operations.

Funding Requirements

In order to continue its planned transaction, the Company must obtain additional
funding.  The Company has no source of working  capital  except the  prospect of
obtaining new equity or debt  financing.  We have no revenues and therefore rely
solely on obtaining  either equity or debt financing.  The Company must continue
to sell equity or find another source of operating  capital until its operations
are  profitable.  While the Company's  financial  statements  have been prepared
under the  assumption  that the Company will  continue as a going  concern,  the
independent registered public accounting firm's report on the Company's 2004 and
2005 financial  statements,  included an explanatory  paragraph  relating to the
substantial doubt as to the Company's ability to continue as a going concern.

The Company does not have sufficient  shares of common stock  authorized to meet
its obligations

Currently,  we do not have enough  authorized shares of common stock to issue to
holders of options and warrants, as well obligations pursuant to our convertible
loans and  convertible  debentures.  This deficiency in the number of authorized
shares  of common  stock can only be  rectified  by an  affirmative  vote of the
majority of our  shareholders to amend our Articles of  Incorporation to reflect
an  increased  number of  authorized  shares of  common  stock.  There can be no
assurance  that our  shareholders  will  approve an amendment to our Articles of
Incorporation.

Shareholders may suffer dilution from the exercise of existing options, warrants
and convertible notes; the terms upon which we will be able to obtain additional
equity capital could be adversely affected

Our  common  stock may  become  diluted if any of the  outstanding  warrants  to
purchase our common stock are exercised.  The total number of shares that may be
issued pursuant to the outstanding warrants is 1,704,999 at June 30, 2005 and is
presently 700,000.

It is likely  that our shares  will be subject to  substantial  price and volume
fluctuations  due to a number  of  factors,  many of which  will be  beyond  our
control

The securities  markets have recently  experienced  significant price and volume
fluctuations.   The   market   prices   and   volume   of   securities   of  and
development-stage companies have been especially volatile. Market volatility and
other market conditions could reduce the market price for our shares.  Our stock
price has fluctuated in the past and could continue to do so in the future. Your
investment  in the  Company's  stock could lose value.  Some of the factors that
could significantly affect the market price of the Company's stock are discussed
in these Risk Factors and elsewhere in this report, and also include: variations
in  quarterly  financial  results;  changes in  political,  economic  and market
conditions  either  generally or  specifically  to  particular  industries;  and
fluctuations in stock prices  generally,  particularly with respect to the stock
prices for other biotechnology  companies. A significant drop in our stock price
could  expose us to the risk of  securities  class  action  lawsuits.  Defending
against such lawsuits could result in substantial costs and divert  management's
attention  and  resources.  An  unfavorable  outcome of such a matter may have a
material  adverse  impact on the  business,  results  of  operations,  financial
position, or liquidity.

General Economic and Other Conditions

The  Company's  business  may be  adversely  affected  from time to time by such
matters as changes in general economic,  business and international  conditions,
prices  and costs,  technological  developments  and other  factors of a general
nature.

We have not paid any dividends and have no  expectation  of paying  dividends in
the foreseeable future

We have not declared,  paid, or distributed  any cash dividends on our shares in
the past, nor are any cash dividends  contemplated  in the  foreseeable  future.
There is no assurance that our  operations  will generate any profits from which
to pay cash dividends.  Even if profits are generated through  operations in the
future,  our  present  intent is to retain any such  profits  for  acquisitions,
product development,  production and marketing,  and for general working capital
requirements.

                                       10



                            Dauphin Technology, Inc.
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                      THE RESULTS OF OPERATIONS - CONTINUED
                                   (Unaudited)

Our shares are not widely traded

There is only a limited market for our shares.  If a large portion of the shares
eligible for immediate resale after  registration  were to be offered for public
resale within a short period of time,  the current public market would likely be
unable to absorb such shares.  This could result in a  significant  reduction in
current market prices.  There can be no assurance that investors will be able to
resell shares at the price they paid for the shares or at any price.

Our shares are subject to special trading rules relating to "penny stocks" which
restrict trading

Our shares are covered by an SEC rule that  imposes  additional  sales  practice
requirements  on  broker-dealers  who sell "penny  stock" to persons  other than
certain  established  customers.  For  transactions  covered  by the  rule,  the
broker-dealer  must obtain  sufficient  information from the customer to make an
appropriate  suitability  determination,  provide  the  customer  with a written
statement  setting forth the basis of the determination and obtain a signed copy
of the suitability statement from the customer.  The rule may affect the ability
of  broker-dealers  to sell our shares and also may affect your  ability to sell
shares in the secondary market.


Item 3. CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures designed to ensure that financial
information  required to be disclosed in our reports filed under the  Securities
Exchange Act of 1934,  as amended (the Exchange  Act),  is recorded,  processed,
summarized,  and  reported  within  the  required  time  periods,  and that such
information is accumulated and  communicated  to our  management,  including our
Chief Executive Officer and Chief Financial  Officer,  as appropriate,  to allow
for timely decisions regarding disclosure.

In  connection  with the  completion of its audit of, and issuance of its report
on, our consolidated  financial statements for the year ended December 31, 2004,
Tanner LC identified deficiencies that existed in the design or operation of our
internal control over financial  reporting that it considered to be "significant
deficiencies" or "material  weaknesses." The Public Company Accounting Oversight
Board ("PCAOB") has defined "significant deficiency" as a control deficiency, or
a combination  of control  deficiencies,  that  adversely  affects the company's
ability to initiate,  authorize,  record,  process, or report external financial
data reliably in accordance with generally accepted  accounting  principles such
that  there  is more  than a remote  likelihood  that  the  misstatement  of the
company'   annual   or   interim   financial   statements   that  is  more  than
inconsequential  will  not be  detected.  The  PCAOB  has  defined  a  "material
weakness"  as  a   "significant   deficiency  or   combination   of  significant
deficiencies  that  results  in more than a remote  likelihood  that a  material
misstatement  of the  annual  or  interim  financial  will not be  prevented  or
detected."

In  connection  with the  completion of its audit of, and issuance of its report
on, our consolidated  financial statements for the year ended December 31, 2005,
Porter Keadle Moore,  LLP ("PKM")  considered our internal  controls in order to
determine their auditing  procedures for the purpose of expressing their opinion
on the  financial  statements  and  not to  provide  assurance  on our  internal
controls.  PKM noted certain  matters  involving  our internal  controls and our
operation  that  they  consider  to be  reportable  conditions  under  standards
established  by  the  American   Institute  of  Certified  Public   Accountants.
Reportable  conditions  involve matters relating to significant  deficiencies in
the design or operation of the internal  control that, in PKM's judgment,  could
adversely affect our ability to record, process, summarize, and report financial
data consistent with the assertions of management in our financial statements.

The  significant  deficiencies  or material  weakness in our  internal  controls
relate to segregation  of  incompatible  duties,  the timely  reconciliation  of
general ledger accounts,  controls over inventory,  property and equipment, debt
documentation  and derivative  transactions  and accounting for acquisitions and
disposals.  Additionally,  significant  deficiencies or material weakness in our
internal   control  over   accounting  for  derivative   transactions,   certain
disclosures  in the  footnotes to the  financial  statements  was related to the
stock option  disclosures  required by SFAS No. 123R.  We have  disclosed  these
significant  deficiencies  and material  weaknesses  to our Board of  Directors.
Additional effort is needed to fully remedy these  significant  deficiencies and
material  weaknesses and we are continuing our efforts to improve and strengthen
our internal  controls over  financial  reporting.  Our  management and Board of
Directors will continue to work with our  management  and outside  advisors with
the goal to  implement  internal  controls  over  financial  reporting  that are
adequate and effective.


                                       11



                            Dauphin Technology, Inc.
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                      THE RESULTS OF OPERATIONS - CONTINUED
                                   (Unaudited)


(b)  Changes in internal controls and procedures

There has been no change in our internal control over financial reporting during
the second  quarter ended June 30, 2005,  that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                           PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

On March 7, 2006, the Company filed legal action against preferred  shareholders
Stavros N.  Papageorgiou  and Nikolaos S.  Papageorgiou,  their advisor,  Miltos
Louizidis, and the investment banking firm of Crescent International,  Ltd. (the
"Defendants").  The complaint alleges,  among other things,  breaches of various
agreements, fraud, tortious interference,  conspiracy, and breaches of fiduciary
duties by the  Defendants.  Specifically,  Dauphin  alleges that the  Defendants
embarked  upon a scheme to defraud,  tortiously  interfere  with  contracts  and
business  relationships,  and to breach  fiduciary duties in order to steal from
Dauphin and its shareholders certain critical business opportunities,  including
its current efforts to merge with GeoVax, Inc.

On May 15, 2006, the Company and the preferred shareholders agreed to settle all
legal actions  between them. The settlement  confirms the parties'  agreement to
proceed  with the  GeoVax  merger,  based  upon a  conversion  and  exchange  of
preferred   shares   upon   closing   of  the   merger,   on  the   basis  of  a
1-preferred-for-2-common share exchange, as anticipated by the Merger Agreement.
In  addition,   a  convertible   note   representing  a  Company   liability  of
approximately $1.3 million has been cancelled.  On May 16, 2006, an agreed order
was  entered in the  Circuit  Court of Cook  County,  Illinois,  dismissing  all
claims.


Item 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS - None.

Item 3. DEFAULTS UPON SENIOR SECURITIES - None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.

Item 5. OTHER INFORMATION - None.

Item 6 (a). EXHIBITS
31.   Certifications
31.1  Certification of Chief Executive and Chief Financial Officer in accordance
      with  18  U.S.C.  Section 1350, as adopted by Section 302 of the Sarbanes-
      Oxley Act of 2002
32.1  Certification of the  Principal  Executive and Principal Financial Officer
      pursuant to  18  U.S.C. Section  1350, as  adopted  by  Section 906 of the
      Sarbanes-Oxley Act of


                                    SIGNATURE


Pursuant to the  requirements of Section 13 or 15(d) 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.

BY: /s/ Andrew J. Kandalepas
    --------------------------------
         Andrew J. Kandalepas,
         President, Chief Executive and Chief Financial Officer
         (Principal Executive and Financial Officer)

         Date:  June 30, 2006


                                       12

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