U. S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_______________

FORM 10-KSB



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15

For the fiscal year ended December 31, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_______________

Commission File Number: 000-30498

DDS TECHNOLOGIES USA, INC.



|Nevada                   | 13-4253546                              
|------------------------ | ----------------------------------------
|(State of incorporation) | (I.R.S. Employer
    Identification No.)



150 East Palmetto Park Road, Suite 510, Boca Raton, Florida
33432

561-750-4450 
(Registrant's telephone number)

Securities registered pursuant to Section 12(b)

Securities registered pursuant to Section 12(g) of the
Act: Common Stock, par value $.0001 per share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year. $0

The aggregate market value of the 11,958,303 shares of voting stock held by
non-affiliates of the registrant was approximately $26,906,181, based upon the
closing sale price of the common stock on March 22, 2004 of $2.25 per share as
reported by the OTC Electronic Bulletin Board. The calculation of such market
value should not be construed as an admission or conclusion by the registrant
that any person is in fact an affiliate of the registrant.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.



|CLASS        | OUTSTANDING AS OF
    MARCH 22, 2004
|------------ | ------------------------------------
|Common Stock | 18,558,303                          



Transitional Small Business Disclosure Format (check one) Yes
[ ] No [ X ].









DDS TECHNOLOGIES USA, INC.

Cautionary Statement Regarding Forward-Looking Statements
  and Future Prospects

This Annual Report on Form 10-KSB, and other public statements by the
Company, includes forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 (the "1933 Act"), as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions that may cause our actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by the use of the words "expect", "estimate",
"project", "intend", "plan," "will," "should," "could," "would," "anticipate,"
"believe," or the negative of such words and similar expressions. Factors that
might cause our actual results, levels of activity, performance or achievements
to differ from those expressed or implied in the forward-looking statements
include, among others, the risk factors described under the caption "Risk
Factors" in Item 1 in this Annual Report. Additional factors are described in
the Company's other public reports filed with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made. The Company
undertakes no obligation to publicly release the result of any revision of these
forward-looking statements to reflect events or circumstances after the date
they are made or to reflect the occurrence of unanticipated events.

In this annual report "Company," "we," "us," "our" and "DDS" refer to DDS
Nevada and its subsidiaries, including DDS Delaware and DDS Holdings. The terms
"licensor" and "HSF" refer to High Speed Fragmentation NV, a Netherlands company
which licenses the dry disaggregation technology to us.

i





DDS
TECHNOLOGIES USA, INC.

TABLE OF CONTENTS

|                                                                                   | Page                                                                                                   
|---------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
|Cautionary Statement Regarding Forward-Looking Statements and
    Future Prospects | i                                                                                                      
|PART I                                                                             |                                                                                                        
|                                                                                   |                                                                                                        
|                                                                                   | Item 1. Business                                                                                       
|                                                                                   | Item 2. Description Of Properties                                                                      
|                                                                                   | Item 3. Legal Proceedings                                                                              
|                                                                                   | Item 4. Submission Of Matters To A Vote Of Security Holders                                            
|                                                                                   |                                                                                                        
|PART II                                                                            |                                                                                                        
|                                                                                   |                                                                                                        
|                                                                                   | Item 5. Market For Registrant's Common Equity And Related Stockholder
    Matters                      
|                                                                                   | Item 6. Management's Discussion And Analysis Of Financial Condition Or
    Plan Of Operations          
|                                                                                   | Item 7. Financial Statements                                                                           
|                                                                                   | Item 8. Changes In And Disagreements With Accountants On Accounting And
    Financial Disclosures      
|                                                                                   | Item 8A. Controls And Procedures                                                                       
|                                                                                   |                                                                                                        
|PART III                                                                           |                                                                                                        
|                                                                                   |                                                                                                        
|                                                                                   | Item 9. Directors, Executive Officers, Promoters And Control Persons of the
    Company;
    Compliance
|                                                                                   |                                                                                                        
|                                                                                   | Item 10. Executive Compensation                                                                        
|                                                                                   | Item 11. Security Ownership Of Certain Beneficial Owners And Management                                
|                                                                                   | Item 12. Certain Relationships And Related Transactions                                                
|                                                                                   | Item 13. Exhibits, Financial Statement Schedules And Reports On Form 8-K                               
|                                                                                   | Item 14. Principal Accountant Fees and Services                                                        
|                                                                                   |                                                                                                        
|Signatures                                                                         | 25                                                                                                     
|                                                                                   |                                                                                                        



ii



PART I

ITEM 1. BUSINESS

General

We are a Nevada corporation, the address of our principal executive office is
150 East Palmetto Park Road Suite 510 Boca Raton, Florida 33432, and our
telephone number at that address is (561) 750-4450.

We hold the North, South and Central American, Caribbean (excluding Cuba) and
African rights to the sale and distribution of dry disaggregation technology
("Dry Disaggregation System technology"), permitting the dry separation of
agricultural products which can be sorted according to various properties, and
which may have applications across numerous industries.

To date, we have entered into a memorandum of understanding with Ingenio
Riopaila S.A. and Central Castilla S.A., one the largest sugar refiners in South
America, for DDS to employ its proprietary technology process to convert biomass
waste into consumable nutrients for sale to a variety of industries and a letter
of intent with Florida's Natural, a large orange juice processor to process
orange pumice.

We have also entered into a Pre-Formation Agreement with Xethanol Inc. ("Xethanol"),
an emerging company in the biomass waste-to-ethanol industry. The agreement
contemplates a joint venture between our Company and Xethanol to utilize our Dry
Disaggregation System technology to convert solid municipal waste into
intermediate products for further processing into ethanol or for direct sale.
The Company's first machines will be delivered to Xethanol's plant in Iowa in
April 2004 in furtherance of this joint venture. Under the agreement with
Xethanol, each plant will be owned by a limited liability company (a "Project
LLC") which will be separately capitalized with an intended 50% ownership
interest for each of the Company and Xethanol. We will lease the machines to the
Project LLC on a "most-favored nation" basis plus a royalty to be determined
with the Company receiving a greater royalty on products made from
non-fermentable sugars that can only be processed using the Company's
technologies. The Pre-Formation Agreement provides that the Project LLCs will
employ their own staffs with the operations to be supervised by a Board of
Managers consisting of four members, two designated by each of the Company and
Xethanol. Mr. Christopher d'Arnaud-Taylor, CEO of Xethanol, will serve as the
joint venture's CEO and we will designate the Chairman. Since Xethanol's plant
is already operational, no additional working capital is needed at this point
with respect to the Project LLCs. However, as we add more of our machines
employing the Dry Disaggregation System technology, peripheral parts will have
to be purchased to operate our machines in the plants. Thus, the joint venture
will likely be required to seek further funding in order to pay for these
peripheral parts.

The joint venture will be undertaking a completely new business for both the
Company and Xethanol and it can be expected that the joint venture will be
subject to all of the risks and uncertainties of a start-up business, including
the need to establish customer and supplier relationships which are not yet
fully in place. If the Project LLCs do not generate operating cash flow, the
Company may not receive dividends on its interest in the Project LLCs and may
have difficulty recovering the lease payments and royalties owing under the
leases. Nevertheless, the Company will be responsible for the capital outlays to
purchase the machines and the ongoing royalties to High Speed Fragmentation NV
("HSF"), a Netherland company and the licensor of the Dry Disaggregation System
technology to us.

We are currently a development stage company with no revenues to date. We have
never been subject to any bankruptcy, receivership or similar proceedings. Since
we are principally the sales and marketing arm of the licensor of the
proprietary technology, HSF, we currently have a total of 7 employees, all of which are full time
employees and dedicated to either administration or sales.

Our business commenced in July 2002 when our founders formed DDS Holdings,
Inc. to acquire rights to the patented Dry Disaggregation System technology. The
founders and our initial investors subsequently acquired control of Black
Diamond Industries, Inc., a Florida corporation, in a reverse takeover
transaction on November 14, 2002. Thereafter, Black Diamond Industries, Inc.
reincorporated into Delaware and changed its name to DDS Technologies USA, Inc.
("DDS Delaware"). On April 4, 2003, the holders of approximately 88% of the
outstanding shares of DDS Delaware exchanged their shares for shares
representing approximately 97% of the shares of Fishtheworld Holdings, Inc., a
Florida corporation, which then effected a reincorporation merger into the State
of Nevada and changed the name of the corporation to DDS Technologies USA, Inc.
("DDS Nevada"). It is the intention of DDS Nevada's management that DDS Nevada
and DDS Delaware merge so that DDS Holdings will become a direct wholly-owned
subsidiary of DDS Nevada and the holders of DDS Delaware will become
stockholders of DDS Nevada.

1



Description of Business

We intend to commercialize certain technology which has been licensed by HSF
and one of our principal stockholders. The license agreement was originally with
DDS Technologies Ltd., a United Kingdom company. DDS Technologies Ltd.
subsequently entered into an assignment and assumption agreement with the
Company pursuant to which all of DDS Technologies Ltd.'s rights and obligations
were assigned to HSF. The license provides for the exclusive North, South,
Central American and Caribbean (excluding Cuba) and African rights to the
pending patent, # 02425336.1, which was filed with the European patent office on
May 28, 2002. The patent relates to the Longitudinal Micrometric Separator For
Classifying Solid Particulate Materials. The license agreement also covers other
related technologies of HSF. The terms of the agreement required DDS Holdings,
Inc., to pay at the time of signing $500,000 and 3,500,000 shares of the common
stock of DDS Holdings, which was subsequently exchanged for 3,500,000 shares of
our common stock in the share exchange transaction with DDS Holdings and Black
Diamond Industries, Inc. The license agreement also calls for us to pay a
royalty to HSF as follows:

| | a) | 49% of the net
    profits derived from the sale of products embodying the licensed technology;                                                                                                                                                      
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                      
| | b) | 24% of the net profits derived from the licensing and rental of
        products embodying the licensed technology;                                                                                                                                  
| |    |                                                                                                                                                                                                                                                      
| | c) | 49% of net profits derived by from the sale of materials that are
        produced by machines embodying the licensed technology and subsequently
        sold for use in producing pharmaceutical additive, cosmetics or other
        products; and
| |    |                                                                                                                                                                                                                                                      
| | d) | 2% of the net profits derived
    from any source related to the licensed technology be donated to charity.                                                                                                                                          

HSF has completed a test facility near Padova, Italy. This facility has been
constructed to introduce prospective clients to the technology in operation. The
clients will be invited to process their raw materials, as per their own
specifications and requirements, in order to obtain an accurate accounting of
their potential benefits.

During the year of 2003, the principal shareholders of DDS Technologies Ltd.,
the initial licensor of the Dry Disaggregation System technology, took action to
transfer the intellectual property rights associated with the licensed
technology to a new entity, HSF. The effect of this transfer was to re-align the
shareholder interests in the licensor. Subsequent to this reorganization, the
Company entered into a new license agreement with HSF and obtained an
indemnification from Engineer Manola, a director of the Company, for any adverse
impact the reorganization may have on the Company. The Company is aware of a
shareholder dispute affecting HSF which would affect the ownership of HSF. The
Company had been pro-active in attempting to effect a resolution of the issues
so as to assure that the Company is not adversely impacted by this dispute.
However, there can be no assurance that the internal issues affecting the
licensor will not have an adverse impact on the Company.

Description of the Dry Disaggregation System Technology

The Dry Disaggregation System technology is the result of years of research,
which began in 1964 by a prestigious group of technical research analysts and
scientists of the alimentary field. Engineer Umberto Manola, the founder of DDS
Technologies Ltd. and HSF and a director and principal stockholder of the
Company, has developed a system of "disaggregation" of structures, called
"crushing to collision," through which the fragments of matter, both organic and
inorganic, endure violent accelerations and decelerations, which cause the
disaggregation of the structure. The particles are separated as a function of
their specific weight. The technology and its end result is understood by the
food industries, both for human and for animal consumption, to have a tremendous
value both economically and nutritionally. Management believes that the results
obtained utilizing the Dry Disaggregation System technology are unattainable
with any other currently available technology, since all available methods
interact with the matter modifying (in some cases drastically) the natural
property of the product originally introduced. Although research on the
technology began over 35 years ago, only in the last few years has it been
developed by Engineer Manola to the point of potential commercial application.
Engineer Manola has filed with the European Patent Office an application
covering the central aspects of the technology, which has been assigned to HSF,
which in turn, has licensed the technology to us. Engineer Manola and HSF have
conducted the research and development related to the technology and have borne
the principal costs. Although the Company has incurred substantial costs with
respect to testing the machines employing the Dry Disaggregation System
technology, we do not consider these costs to be research and development
related and to date, we have not incurred any research and development costs.

By separating the various components of agricultural
materials (protein, starch, fiber, etc.) the technology offers versatility and
economic gains for processors. Many waste materials that were once thought too
expensive to process can be economically converted to usable products.

Potential Applications and Marketing Plan

We intend to initially concentrate our marketing/sales efforts on four market
segments in which we believe that we

2



can achieve quick penetration. These four markets are:

Ethanol. Our technology process could have significant applications in
the biomass waste-to-ethanol industry. This industry includes corn stover other
waste streams currently not usable. Our process allows us to convert solid waste
and other organic waste matters into starch and other consumable nutrients. The
primary outputs from this process are fermentable sugars and starches. These
sugars and starches are employed as feedstock in ethanol plants producing
ethanol and several co-products including cellulose. Given the optimal nature of
the feedstock created from our technology, significant amounts of ethanol can be
produced in diminished time allotments. Our technology offers environmental
benefits by utilizing waste materials which would otherwise be left in the
fields contributing to carbon dioxide emissions. We have entered into a
Pre-Formation Agreement with Xethanol, an emerging company in the biomass
waste-to-ethanol industry. The agreement contemplates a joint venture between
our Company and Xethanol to utilize our Dry Disaggregation System technology to
convert solid municipal waste into intermediate products for further processing
into ethanol or for direct sale.

Animal Feed. Our technology could have application in the market for both
livestock and domestic pets. Preliminary tests have indicated that the livestock
and pet industries can achieve cost savings in excess of twenty percent of their
raw material cost. The technology allows the feed products, derived from a
variety of raw materials, to be tailored to the specific nutritional
requirements of each different type of animal.

Flour Processors, The Bakery Industry, Cereal Processors And Pasta Companies.
These industries would have a keen interest in a technology, which could offer a
product with uniform glutens and yeast reactions while using a less expensive
grain product. Our technology allows processors to obtain higher yields of flour
by removing (separating) excess bran and ash. This technology would be of great
interest to an industry that typically operates on small profit margins.

Citrus. HSF's demonstration facility in Parma, Italy has shown superior
results in the extraction of citrus oils and other by-products to existing
methods. We have had a number of discussions with California and Florida citrus
producers that have indicated an interest in duplicating the efforts being
undertaken in Sicily, Italy to convert the pumice that is a by-product of the
oranges into saleable product. The potential profits, which could be generated
by the added recycling of the leftovers/by-products may be substantial. The
process would resolve an enormous problem created by the leftovers of the citrus
industry. We have entered into a letter of intent with the Florida's Natural
Producers with respect to converting the leftover pumice they produce from
orange processing into saleable product.

Our technology has potential application in a number of other industries
which are under consideration such as the Pharmaceutical and Nutrition
industries. Enhancement of bioavailability and higher yields will reduce costs
and provide more effective delivery of nutritional and medicinal substances. We
believe that our technology has significant potential benefits in producing low
carb and no carb ingredients for the food industry.

Our intended customers are relatively large food processors. While we have
had significant discussions with a number of these potential customers, selling
to these companies involves a relatively long sales cycle with significant due
diligence and testing on the part of the customers. Even though the system is in
commercial operation in Europe, as of the date of this prospectus, we have no
agreements for the sale or lease of our equipment and there can be no assurance
that we will achieve profitable operations.

Revenue Model

Our business plan contemplates that we will lease machinery employing the Dry
Disaggregation System technology or enter into joint venture or strategic
partner arrangements in which we will retain an equity interest in the profits
from the sale of products processed with our machinery. We believe that this
method of commercialization will yield quicker market acceptance and in the
long-term provide higher cash flow and profits to the Company. However, while we
are in discussions with a number of potential customers, we do not have any
lease or joint venture contracts to date and we may be required to alter our
revenue model if we are unsuccessful in reaching such agreements. In addition,
our preferred revenue model will require us to obtain substantial additional
financing. Since our expected customers are relatively large and creditworthy,
and because we will not hold equipment in inventory prior to obtaining a
contract, we believe we will be able to obtain such financing on terms that will
provide a reasonable return to us. Nevertheless, if we are unable to finance the
purchase of equipment we may need to revise our business model or reduce our
expectations. Since we intend to purchase equipment from HSF, we have not been
engaged in any research and development activities to date except for our
involvement in testing of the equipment.

3



Manufacturing

We do not anticipate manufacturing the equipment ourselves but rather intend
to purchase the equipment from HSF. In the license agreement with HSF, HSF has
agreed to manufacture equipment on our behalf and to maintain the sale price to
us during the term of the license. Based upon current conditions, we believe
that within several months HSF will be able to supply us with up to four to six
machines per month. While we have certain rights to manufacture the equipment in
the event that HSF is unable to meet our production requirements, in such event
we may have difficulty meeting our manufacturing requirements and this could
have an adverse effect on our financial results.

Competition

As of the date of this prospectus, we are unaware of any competitor which is
focused on similar methods of increasing yields in food processing. However,
there are numerous methods of increasing raw material yields using dissimilar
processes and we will need to show attractive cost-savings to our customers in
order to compete effectively. This is especially true given our new entry into
this industry.

Patents and Proprietary Protection

We rely on a combination of our licensed patent, licenses, trade secrets and
know-how to establish and protect our proprietary rights to our technologies and
products. We have obtained an exclusive North, South, Central American and
Caribbean (excluding Cuba) rights to the pending patent, # 02425336.1, which was
filed with the European patent office on May 28, 2002. DDS Technologies is in
the process of filing worldwide protection and has filed in Japan and the United
States. The patent relates to the Longitudinal Micrometric Separator For
Classifying Solid Particulate Materials. The license agreement also covers other
related technologies of HSF. Until such patent is issued we are particularly
sensitive to the protection of trade secrets. It is our policy to require our
customers, executive and technical employees, consultants and other parties to
execute confidentiality agreements. These agreements prohibit disclosure of
confidential information to third parties except in specified circumstances.
These agreements also generally provide that all confidential information
relating to our business is the exclusive property of the Company.

Governmental Regulations

We are subject to various state and federal laws, regulations and guidelines
relating to safe working conditions and sales practices. While our customers are
generally subject to extensive regulation by the U.S. Food and Drug
Administration, which may affect their specifications for products supplied by
the Company, the Company's products and operations are not directly subject to
such regulation. Furthermore, our operations are such that we are not directly
subject to any local, state or federal environmental laws.

Risk Factors

An investment in the shares of our common stock involve a high degree of
risk. You should carefully consider the following factors and other information
presented or incorporated by reference in this prospectus before deciding to
invest in our common stock. The risks and uncertainties described below are not
the only ones we face. Additional risks and uncertainties not presently known to
us may also impair our operations and business. If we do not successfully
address any one or more of the risks described below, there could be a material
adverse effect on our financial condition, operating results and business. We
cannot assure you that we will successfully address these risks.

RISKS RELATED TO OUR
BUSINESS

Development Stage Company

We are in the development stage and our proposed operations are subject to
all of the risks inherent in the establishment of a new business enterprise
including the absence of an operating history. The likelihood of our success
must be considered in light of the problems, expenses, difficulties,
complications, and delays frequently encountered in connection with the
formation of a new business and the competitive environment in which we will
operate. We have had no operating revenues to date and there can be no assurance
of future revenues. As a result of the start-up nature of our business and the
fact that we will incur start-up expenses, we may be expected, at least
initially, to sustain operating losses.

4



No Assurances of Revenue or Profitability

We anticipate that our primary sources of revenue will come from leasing
equipment employing Dry Disaggregation System technology or from joint ventures
employing such technology. There can be no assurance that we will be able to
realize contracts with the target companies to provide our technology or
products. Although we have two letters of intent and have an agreement in
principle for our first purchase orders for machines, as of the date of this
prospectus, no contracts have been executed by us that will provide a reasonable
assurance of revenues.

Dependence on High Speed Fragmentation NV

We rely HSF for continued licensing to us of their technology incorporating
the patent pending Dry Disaggregation System technology to us pursuant to our
contractual arrangements with them. Umberto Manola, who holds indirectly 45% of
the outstanding shares of HSF, is on our Board of Directors.

The interest of HSF may differ from ours and yours and HSF could violate our
agreements with them by, among other things, failing to continue to develop the
technology or failing to continue to license to us in the jurisdictions we
currently hold the rights to the sale and distribution of the technology.

If HSF violates our agreements with them, we may have to resort to litigation
to enforce our rights. The litigation could result in the disruption of our
business, diversion of our resources and the incurrence of substantial costs.

We also rely upon HSF to continue to develop our Dry Disaggregation System
technology to prosecute and protect our licensed patents, and to manufacture the
equipment that will be leased or sold by us. However, research to develop and
litigation to protect our licensed technology are time consuming and expensive.
Furthermore, litigation to protect patents is ineffective in certain countries.
If HSF fails to continue to develop their technology or protect related patents,
there will be a material adverse effect on our financial condition and results
in operations.

Need for Additional Capital

The development of our business may require significant additional capital in
the future to, among other things, fund our operations, acquire machines to
lease or employ in joint ventures and finance future acquisitions and
investments. We have historically relied upon private sales of our equity to
fund our operations. There can be no assurance, however, that these sources of
financing, or alternative sources will be available on terms favorable to us, or
at all. Our ability to obtain additional financing will be subject to a number
of factors, including market conditions, our operating performance and investor
sentiment. These factors may make the timing, amount, terms and conditions or
additional financings unattractive to us. If we are unable to raise additional
capital, our growth could be impeded.

Unproven Business Model

Our business plan, based on a new technology, is relatively unproven. The
market for the Dry Disaggregation System technology is new. Our business plan
depends upon obtaining revenues generated from market acceptance of the
technology. The sale of equipment incorporating this technology is an unproven
business. Many of our potential target customers may not have considered how dry
disaggregation technology may benefit them. They may not find the technology
beneficial to their businesses. To be successful, we must market the technology
so that it achieves market acceptance by our targeted potential customers.

Dependence on Management, Need to Recruit Additional Personnel

To date, we have depended upon the efforts of Mr. Ben Marcovitch, Ms. Kerin
Franklin and Mr. Joseph Fasciglione, our chairman, chief operating officer and
chief financial officer, respectively, and outside consultants. On October 30,
2003 we appointed Mr. Spencer L. Sterling to be our chief executive officer.
Other than with Mr. Sterling and Ms. Franklin, we do not have any employment or
other agreements with our key personnel, nor do we have any "key-person"
insurance on them. In addition, if we are to be successful, we will need to
recruit additional management depth as well as sales, marketing and technical
personnel. While we believe that we will be able to recruit such personnel, we
cannot provide any assurance to that effect.

5



Application of the Licensed Technology

Our success is based, in part, on our ability to discover new markets and
applications of Dry Disaggregation System technology, which customers will want
to employ. As a result, we continue to invest in market development in order to
enable us to identify new markets and applications of the technology to meet
consumer demands. Despite investments and efforts in this area, our development
may not result in the discovery of new markets and applications, which will be
accepted by our potential customers.

Thinly-Traded Stock

Our common stock is "thinly-traded" on the OTCBB, meaning that
the number of persons interested in purchasing our common stock at or near
ask prices at any given time may be relatively small or non-existent. This
situation is attributable to a number of factors, including the fact that we are
a small company which is relatively unknown to stock analysts, stock brokers,
institutional investors and others in the investment community that generate or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an
unproven development stage company such as ours or purchase or recommend the
purchase of our shares until such time as we became more seasoned and viable. As
a consequence, there may be periods of several days or more when trading
activity in our common stock is minimal or non-existent. We cannot give any
assurance that a broader or more active public trading market for our common
stock will develop or be sustained, or that current trading levels will be
sustained. Due to these conditions, we can give no assurance that holders of our
common stock will be able to sell their shares at or near ask prices or at all
if they desire to liquidate their shares.

Penny Stock Securities Law Considerations

Our common stock is considered penny stock and subject to the penny stock rules
under the Securities Exchange Act of 1934. The penny stock rules require
broker-dealers to take steps under certain circumstances prior to executing any
penny stock transactions in customer accounts. A broker must advise the
purchaser of penny
stock of the lowest offer and highest bid. A broker or dealer must disclose the
broker's compensation for penny stock transactions. A broker who recommends
penny stocks to persons other than established customers must make a special
written suitability determination and receive the purchaser's prior agreement.
The effect of these regulations may be to delay transactions in stocks that are
penny stocks. This could have an adverse impact on the market liquidity for our
common stock.

Volatility of Common Stock Price

The market price of our common stock may be highly volatile, as has been the
case with the securities of many other small capitalization companies. Since the
first trading activity of our common stock on April 10, 2003 through March 22,
2004 the price of our stock has fluctuated from a low of $2.00 to a high of
$8.45 per share.

Furthermore, the securities markets in general have experienced a high level
of price and volume volatility and the market prices of securities for many
companies, particularly small capitalization companies, have experienced wide
fluctuations which have not necessarily been related to the operating
performances or underlying asset values of such companies. The market price of
our common stock may also continue to experience wide fluctuations in the
future.

INDUSTRY RISK

Technological Advances by Competitors

We face competition due to technological advances by competitors employing
alternative methods of processing byproducts of agricultural processes, however,
to date we do not know of any competing technologies. Although the Dry
Disaggregation System technology employs a unique process, many other companies
have substantially greater resources than us and may develop competing
technology using alternative processes.

In addition to maintaining our relationship with HSF and relying on them to
continue developing the Dry Disaggregation System technology, in order to remain
competitive we need to continue to strive to promote the advantages of the
technology over others in the market. However, if a competitor introduces a
competitively successful technology, it could have a material adverse effect on
our business, results of operations or financial condition.

6



Agricultural Risk

Many of our potential customers for Dry Disaggregation System technology are
in the agricultural industry, and thus, the demand for the technology is subject
to a variety of agricultural risks. Extreme weather conditions, disease, insects
and pests can materially and adversely affect the quality and quantity of
agricultural products produced by some of our potential customers. There can be
no assurance that these factors will not affect a substantial portion of our
production facilities in any year and have a material adverse effect on our
business, results of operations or financial conditions.

Foreign Market Risks

In addition to the North American rights, we hold the Central American, South
American, Caribbean (excluding Cuba) and African rights to the Dry
Disaggregation System technology. When we do business in these markets, we will
be subject to all of the risks generally associated with doing business in
foreign markets. Risks, such as those arising from burdensome local government
regulation, uncertain legal environments limiting our legal protections,
fluctuations in local and U.S. dollar exchange rates and differences in local
business practices all could impose additional costs to us when doing business
in these foreign markets, which may have adverse effect on the results of our
operations or financial condition.

ITEM 2. DESCRIPTION OF
PROPERTIES

The Company owns no real property and currently leases all of its office
space. The Company leases the office space that houses its executive offices in
Boca Raton, Florida, totaling approximately 1950 square feet. The lease expires
in January 2007. The Company uses this facility for its executive, marketing,
administrative, finance and management personnel.

ITEM 3. LEGAL PROCEEDINGS

There are currently no legal proceedings pending to which the Company is a
party or to which any of its properties is subject.  However, the Company
has received a potential claim from two shareholders alleging that the Company
failed to register their shares for resale in the Company's last registration
statement, filed on Form S-1 under the Securities Act of 1933, as amended (the
"1933 Act") on November 12, 2003 and an amendment thereto on December 13, 2003.
In addition, these shareholders have alleged that they were induced erroneously
into surrendering shares of DDS Holdings, Inc. in connection with the
reorganization into Black Diamond Industries, Inc. Although the Company believes
that it has defenses to these alleged actions, the Company is attempting to
reach an amicable settlement for these claims. There can be no assurance that
these disputes will be favorably resolved, if at all, or that these claims will
not have a material adverse affect on the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's security holders during
the fourth quarter of the year ended December 31, 2003.

PART II

ITEM 5. MARKET FOR
COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Price Range of Common Stock

Our common stock is traded on the OTC Bulletin Board under the symbol
"DDSU.OB." The first trading activity in our common stock was April 10, 2003.
The following table sets forth the high and low sales prices per share of our
common stock for the periods indicated.

|Quarter Ended          |   | High |   | Low 
|---------------------- | - | ---- | - | ----
|June 30, 2003          | $ | 7.00 | $ | 3.00
|September 30, 2003     | $ | 7.75 | $ | 5.10
|December 31, 2003      | $ | 7.60 | $ | 6.00
|Through March 22, 2004 | $ | 5.90 | $ | 2.25



The high and low prices in the table reflect inter-dealer prices, without
retail mark-up, markdown or commission and may not represent actual
transactions.

7



Stockholders

The approximate number of holders of record of our common stock as of March
22, 2004 is 155, inclusive of those brokerage firms and/or clearing houses
holding shares of common stock for their clientele (with each such brokerage
house and/or clearing house being considered as one holder).

Dividends

We have not declared or paid any dividends on our shares of common stock . We
intend to retain future earnings, if any, that may be generated from our
operations to finance our future operations and expansion and do not plan for
the reasonably foreseeable future to pay dividends to holders of our common
stock . Any decision as to the future payment of dividends will depend on our
results of operations and financial position and such other factors as our Board
of Directors in its discretion deems relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the securities we have issued through equity
compensation plans:



|                                                                   | Number of securities to be issued upon exercise of
    outstanding options, warrants and rights
    (a) | Weighted - average exercise price of outstanding options,
    warrants and rights
    (b) | Number of securities remaining available for future
    issuance under equity compensation plans (excluding securities reflected in
    column (a))
    (c)
|------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation
    plans approved by security holders         | n/a                                                                                                     | n/a                                                                                       | n/a                                                                                                                                                        
|Equity compensation
    plans not approved by security holders (1) | 1,350,000                                                                                               | 6.37                                                                                      | 1,650,000                                                                                                                                                  
|Total                                                              | 1,350,000                                                                                               | 6.37                                                                                      | 1,650,000                                                                                                                                                  



(1) The Company intends to submit its 2003 Stock Option Plan to its
  shareholders at its next annual meeting of shareholders.

Recent Sales of Unregistered Securities

On October 22, 2003 we completed a private placement with certain investors
pursuant to which we raised $5,426,018 in exchange for (i) the issuance of
904,334 shares of our common stock and (ii) warrants providing the right to
holders to purchase up to an additional 452,167 shares of common stock at $8.00
per share, exercisable until October 22, 2006.

8

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATIONS
Background

DDS Technologies USA, Inc. (formerly Fishtheworld Holdings, Inc.) and
subsidiary is a development stage company with no revenues since its inception
on July 17, 2002. The Company has been engaged in the process of obtaining the
license rights and exclusive marketing rights for a Dry Disaggregation System
technology for North, South and Central America, the Caribbean (excluding Cuba)
and Africa.
On November 14, 2002, Black Diamond Industries, Inc., ("Black Diamond") a
public Florida corporation, conducting no business other than to seek a suitable
acquisition partner, acquired all of the outstanding shares of common stock of
DDS Holdings, Inc., a Nevada company pursuant to a securities exchange agreement
dated October 27, 2002. Under the terms of the securities exchange agreement,
the stockholders of DDS Holdings, Inc. agreed to transfer all of the issued and
outstanding shares of common stock in exchange for an aggregate of 12,915,525
shares of common stock, or approximately 93% of Black Diamond. Immediately prior
to, and in conjunction with the transaction, the sole director and officer and
majority shareholder of Black Diamond returned 13,564,350 shares of common stock
to treasury.
In December 2002, the Company changed its name to DDS Technologies USA, Inc.
and reincorporated in the state of Delaware. Under a share exchange agreement
entered into on April 4, 2003, Fishtheworld Holdings, Inc. ("Fishtheworld"), a
public Florida corporation conducting no business other than to seek a suitable
acquisition partner, acquired 88.5% of DDS Technologies USA, Inc. in exchange
for 15,367,255 shares of common stock or approximately 97% of the then issued
and outstanding shares of Fishtheworld. Immediately prior to the share exchange,
the majority shareholder of Fishtheworld returned 8,571,000 shares to treasury
and resigned as the sole director and officer of the company. The members of the
Board of Directors of the Company became members of the Board of Directors of
Fishtheworld.
In May 2003, Fishtheworld changed its name to DDS
Technologies, USA, Inc. and reincorporated in the state of Nevada. Generally
accepted accounting principles in the United States of America require that a
company whose stockholders retain a majority interest in a business combination
be treated as the acquirer for accounting purposes. Since Black Diamond and
Fishtheworld were public shells and DDS Holdings, Inc. is a development stage
company with no revenues, the transactions were treated as recapitalizations of
the Company.
The Company was formed in July 2002 for the purpose of commercializing
certain technology which has been licensed by DDS Technologies Ltd., a United
Kingdom company and a principal stockholder of the Company. The license provides
for the exclusive North, South, Central American and Caribbean (excluding Cuba)
rights to the pending patent, # 02425336.1, which was filed with the European
patent office on May 28, 2002. The patent relates to the Longitudinal
Micrometric Separator For Classifying Solid Particulate Materials. The license
agreement also covers other related technologies of DDS Technologies Ltd.
Management believes that this Dry Disaggregation System technology system is a
unique process, in which fragments of organic and inorganic matter are "crushed
to collision" enduring violent accelerations and decelerations causing the
disaggregation of the structure. This technology and its end results are
believed by the various food manufacturers to have tremendous potential value
both economically and nutritionally. Management believes that the results
obtained utilizing the Dry Disaggregation System technology is unattainable with
any other currently available technology.
The terms of the agreement required the Company to pay at the time of signing
$500,000 and 3,500,000 shares of the common stock of the company, which was paid
in 2002. We subsequently issued an additional 500,000 shares of our common stock
plus cash consideration of $200,000 to DDS Technologies Ltd. for an extension of
the license to Africa, subject to certain exceptions. The license agreement also
requires the Company to pay a royalty to DDS Technologies Ltd. as follows:



| | a) | 49% of the net
    profits derived from the sale of products embodying the licensed technology;                                                                                                                                       
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | 24% of the net
    profits derived from the licensing and rental of products embodying the
    licensed technology;                                                                                                                   
| | c) | 49% of net profits
    derived from the sale of materials that are produced by machines embodying
    the licensed technology and subsequently sold for use in producing
    pharmaceutical additive, cosmetics or other products; and

9



| | d) | 2% of the net
    profits derived from any source related to the licensed technology to be
    donated to charity.
| | -- | ------------------------------------------------------------------------------------------------------------------



Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release No.
60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
consolidated financial condition and operating results, and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Based on this definition, we
have identified the following significant policies as critical to the
understanding of our consolidated financial statements. The preparation of our
consolidated financial statements 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 consolidated
financial statements and the reported amounts of expenses during the reporting
periods. Areas where significant estimation judgments are made and where actual
results could differ materially from those estimates are:

| | A. | The carrying amount of our license.                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                           
| | B. | The assumptions used in calculating the fair value of our stock
        options and warrants issued using the Black-Scholes pricing model.

We believe the following is among the most critical accounting policies that
impact our consolidated financial statements. We suggest that our significant
accounting policies, as described in our consolidated financial statements in
the Summary of Significant Accounting Policies and Organization, be read in
conjunction with this Management's Discussion and Analysis of Financial
Condition or Plan of Operations:

| | A. | We evaluate impairment of our long-lived assets by applying the
        provisions of Statement of Financial Accounting Standards ("SFAS") No. 144. In applying those provisions, we have not
        recognized any impairment  losses on our long-lived assets.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Year Ended December 31, 2003

Results of Operations

From July 17, 2002 (inception) through December 31, 2003 we have incurred an
accumulated deficit of $5,078,124. To date, we have yet to achieve revenues.
During the twelve months ended December 31, 2003 we incurred a net loss of
$4,670,321 in comparison to a net loss of $407,803 for the prior period from
July 17, 2002 (inception) through December 31, 2002. There are several factors
for the increase in the net loss. During 2003 the Company entered into various
agreements for services where common stock and warrants were used for payment.
These transactions resulted in approximately $1,400,000 in charges to expenses.
During 2003 the Company also entered into a settlement by issuing company shares
resulting in a $465,000 charge to expenses. Salaries and related benefits
increased by $233,000 over the 2002 period, since there was no such expense in
the prior period. Additionally the Company incurred merger costs of $200,000 in
2003 with no such related costs in 2002. Finally, 2002 only reflects expenses
for a five month period since it's inception in July. We anticipate that losses
from operations will continue for the remainder of the year 2004 primarily due
to the relatively long sales cycle and significant due diligence and testing on
the part of the customers. Testing includes the preparation of various sample
products for processing using our proprietary technology process through our
testing facility and submitting our analysis of results to third party labs for
independent verification as well as reviewing the results with the prospective
client. However, if we are not able to successfully implement our business
model, we may not be able to achieve profitability.

We have marketed our technology to various large U.S. and Latin American
companies resulting in some letters of intent and have recently signed one
contract and anticipate that other contracts may be signed soon. The contract
signed is a joint venture arrangement for the processing of corn waste into
fermentable sugars for the production of ethanol. However there can be no
assurance that the Dry Disaggregation System technology will achieve market
acceptance or that sufficient revenues will be generated to allow us to operate
profitably.

10



Liquidity and Capital Resources

We have funded our losses to date and license acquisitions through the
private placements of our common stock and financing from accredited investors.
We believe that we can continue to do so until we achieve positive cash flow
from operations. During the fiscal year ended December 31, 2003, we also paid an
additional $200,000, and issued 500,000 shares of our common stock, for the
extension of our license into Africa. During this period we raised net proceeds
of $8,041,960 from the sale of 3,007,048 shares of our common stock. As a result
of our net loss, and the payment of the additional license fee our cash balance
at December 31, 2003 was $1,174,281. While we believe that we can continue to
raise capital, there can be no assurance of this.

Plan of Operations

For the fiscal year ended December 31, 2003, our plan of operation focused on
three primary objectives:

| | 1. | Raising capital through two private offerings;                                                                                                                                                                  
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Working with HSF to test the Dry Disaggregation System
    technology; and                                                                                                                                      
| | 3. | Finding customers to lease machinery which employs the Dry
    Disaggregation System technology or enter into joint venture or strategic
    partner arrangements with them based on their use of our machinery.

During 2004, we intend to continue our capital raising efforts. The research
and development with respect to the machines employing the Dry Disaggregation
System technology is complete and during 2004, our focus will be on delivering
the machines to customers and commencement of commercial operations. Our cash
balance as of December 31, 2003 was $1,174,281. Based on our current costs and
expenses for operations, and without the purchase of additional machines, we can
operate for a further five months with our current cash balance. The Company
expects to purchase and deploy at least six machines during the year of 2004,
four of which have already been purchased. We may purchase more machines
depending on the demand we see from our customers. At December 31, 2003, the
Company had made payments of approximately $4,000,000 to HSF towards the
purchase of the four machines and our capital needs for each additional machine
we may purchase will be $1,000,000 per machine. We expect to hire 2 additional
employees during the year of 2004. In addition to the revenues we anticipate
during 2004 as a result of leasing the machinery to customers, we will require
substantial amounts of capital financing.

Off-Balance Sheet Arrangements

None.

Recent Accounting Pronouncements

In January 2003 (and as revised in December 2003) the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities", an
interpretation of Accounting Research Bulletin ("ARB") No. 51, "Consolidated
Financial Statements". Interpretation No. 46 addresses consolidation by business
enterprises of variable interest entities, which have one or both of the
following characteristics: (i) the equity investment at risk is not sufficient
to permit the entity to finance its activities without additional subordinated
support from other parties, which is provided through other interest that will
absorb some or all of the expected losses of the entity; (ii) the equity
investors lack one or more of the following essential characteristics of a
controlling financial interest: the direct or indirect ability to make decisions
about the entities activities through voting rights or similar rights; or the
obligation to absorb the expected losses of the entity if they occur, which
makes it possible for the entity to finance its activities; the right to receive
the expected residual returns of the entity if they occur, which is the
compensation for the risk of absorbing the expected losses.

Interpretation No. 46,
as revised, also requires expanded disclosures by the primary
beneficiary (as defined) of a variable interest entity and by an enterprise that
holds a significant variable interest in a variable interest entity but is not
the primary beneficiary. Interpretation No. 46, as revised, applies to small
business issuers no later than the end of the first reporting period that ends
after December 15, 2004.  This effective date includes those entities to
which Interpretation No. 46 had previously been applied.  However, prior to
the required application of Interpretation No. 46, a public entity that is a
small business issuer shall apply Interpretation 46 or this Interpretation to
those entities that are considered to be special-purpose entities no later than
as of the end of the first reporting period that ends after December 15, 2003.  Interpretation No. 46 may be applied
prospectively with a cumulative-effect adjustment as of the date on which it is
first applied or by restating previously issued financial statements for one or
more years with a cumulative-effect adjustment as of the beginning of the first
year restated.

11



In June 2003, the FASB
issued an Exposure Draft for a proposed SFAS entitled "Qualifying Special Purpose
Entities ("QSPE") and Isolation of Transferred Assets", an amendment of SFAS No.
140 ("The Exposure Draft"). The Exposure Draft is a proposal that is subject to
change and as such, is not yet authoritative. If the proposal is enacted in its
current form, it will amend and clarify SFAS 140. The Exposure Draft would
prohibit an entity from being a QSPE if it enters into an agreement that
obligated a transferor of financial assets, its affiliates, or its agents to
deliver additional cash or other assets to fulfill the special-purposes entity's
obligation to beneficial interest holders.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
changes in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be accounted for similarly. This statement is
effective for contracts entered into or modified after June 30, 2003 and all of
its provisions should be applied prospectively.

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
changes the accounting for certain financial instruments with characteristics of
both liabilities and equity that, under previous pronouncements, issuers could
account for as equity. The new accounting guidance contained in SFAS No. 150
requires that those instruments be classified as liabilities in the balance
sheet.

SFAS No. 150 affects the issuer's accounting for three types of freestanding
financial instruments. One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other assets. A
second type includes put options and forward purchase contracts, which involves
instruments that do or may require the issuer to buy back some of its shares in
exchange for cash or other assets. The third type of instruments that are
liabilities under this Statement is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to a variable
such as a market index, or varies inversely with the value of the issuers'
shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

Most of the provisions of Statement 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements". The remaining provisions of this Statement are consistent
with the FASB's proposal to revise that definition to encompass certain
obligations that a reporting entity can or must settle by issuing its own
shares. This Statement shall be effective for financial instruments entered into
or modified after May 31, 2003 and otherwise shall be effective at the beginning
of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.

Management does not expect the implementation of these recent pronouncements
to have a material effect on the Company's consolidated financial position or
results of operations.

ITEM 7. FINANCIAL STATEMENTS

Financial information required in response to this Item 7 of Form 10-KSB is
set forth at pages F-1 through F-23 of this annual report.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

None.

ITEM 8A. CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Company's management,
including its Chief Executive Officer and its Chief Financial Officer, the
Company conducted an evaluation of its disclosure controls and procedures as
such term is defined under Rule 13a-15(e) promulgated under the Securities Act
of 1934, as amended, as of the end of the reporting period. Based on such
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded

12



that the Company's disclosure controls and procedures are effective. There
have been no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced above.

PART III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
COMPANY; COMPLIANCE
WITH SECTION 16(

Background of Directors and Executive Officers

The following is a description of the business experience of each of our
directors and executive officers:

Spencer L. Sterling

Spencer L. Sterling, aged 69, joined the company as President, Chief
Executive Officer and Director in October 2003. Prior to joining us Mr. Sterling
held senior management positions with the Ford Motor Company in South Africa,
Australia, Canada, Europe and the United States; and with the Sigma Motor
Corporation, a wholly owned subsidiary of the Anglo American Corporation in
South Africa.

Mr. Sterling was a senior management member of Ford Motor Company's Engine
Division, in Detroit. During this time, he spearheaded the building of strategic
manufacturing facilities for the company in Mexico and Taiwan. He was Managing
Director of the Sigma Motor Corporation that merged with Ford South Africa, in
1985, to form the South African Motor Corporation (SAMCOR). Mr. Sterling was
appointed Group Managing Director and Chairman of subsidiaries. In 1992 he was
appointed Chairman of the SAMCOR Board and a Director of The Anglo American
Industrial Corporation.

Mr. Sterling has served as President of the National Association of
Automobile Manufacturers of South Africa (NAAMSA), President of the South
African Chamber of Business and is a former member of the Corporate Forum, a
society for senior businessmen. He has been awarded an Honorary Professorship in
the Faculty of Engineering by the University of Pretoria and has served on the
Council of the University and on the Advisory Council, Faculty of Engineering,
of the University of Stellenbosch in South Africa.

Mr. Sterling is a graduate of Maritzburg College and holds a BSc. degree in
Metallurgy and Engineering from Pretoria University and an MBS from the Wits
Graduate School of Business in South Africa.

Kerin Franklin

Kerin Franklin, aged 38, joined the Company in May 2003 as Chief Operating
Officer. Prior to joining us, Ms. Franklin was General Manager and CEO of
FoodWave (a start-up business involving new technology in milling and grinding
food stuff) and Senior Vice President of Research and Development and QA for
Frontier Natural Brands (2001 to 2003), Vice President of Research and
Development, Celestial Seasonings Inc., (1999 to 2001 and 1995 to 1998) and
Senior Director of Research and Development, the Daily Wellness Company. Ms.
Franklin has an M.S. Degree in Food Science and Human Nutrition from Colorado
State University.

Joseph Fasciglione

Joseph Fasciglione, aged 51, joined the Company in October 2002. Prior to
joining us he held the position of President of Alliance Financial Services, a
financial consulting company providing services to small and medium sized
businesses. From 1998 until 2000 Mr. Fasciglione was employed as a business
analyst for AT&T Wireless Services where he provided financing analysis related
to local cluster operations. From 1995 to 1997, Mr. Fasciglione acted as
Director of Business Operations for AT&T Wireless Services during which time he
held primary responsibility for budget preparations, forecasting and various
financial analysis. From 1993 until 1994, Mr. Fasciglione acted as Operations
Manager also for AT&T Wireless Services. From 1990 to 1992, he held the position
of CFO for Professional Reimbursement Solutions of Dallas, Texas, where he was
responsible for all financial and administrative functions for a large closely
held operation. From 1983 until 1990, Mr. Fasciglione held at different times
the positions of Regional Business Manager & Controller, Assistant

13



Controller
and Manager of Budgeting and Internal Reporting for Metromedia Paging of Dallas,
Texas. From 1981 until 1983 he acted as Corporate Accounting Manager for Homequity Relocation Services, Inc. of Wilton, Connecticut. Mr. Fasciglione
acted as Corporate Budget manager for Frank B. Hall & Company, Inc., a major
international commercial insurance brokerage firm from 1979-1981 and as Senior
Internal Auditor for Levitt Homes, Inc. from 1976 until 1979. Mr. Fasciglione
also served as a Staff Auditor for Grant Thornton Accountants and Management
Consultants from 1975 to 1976. Mr. Fasciglione holds a BBA in Accounting from
Iona College, New Rochelle, New York, and a CPA designation from New York.

Ben Marcovitch

Ben Marcovitch, aged 69, joined the Company as Chief Executive Officer and
Director at its inception. Mr. Marcovitch is Chairman and CEO of Gemini Capital
Partners, a Financial Services firm, established in the UK. From 1996 to 1998,
Mr. Marcovitch acted as a private investor and financial advisor. From 1994 to
1996, Mr. Marcovitch acted as Chairman and CEO of Triumph Investments Co., a
portfolio management firm. From 1986 to 1995, he acted as a Chairman and CEO of
GNP Products, Inc, a publicly trade Food Products Company which manufactured and
distributed food products throughout the United States. Prior to GNP, from 1970
to 1982, Mr. Marcovitch successively acted as Chairman and President of Belgium
Standards, CEO of Western, Allebee Oil & Gas Inc., CEO of Sogevox Inc., and CEO
Sanitary Refuse Co.

From 1963 to 1983 Mr. Marcovitch acted as CEO and President of Budget Fuels
Inc., in Montreal Canada, which distributed refined petroleum products. From
1959 to 1963, he acted as Vice President of HY Grade Fuels, Montreal, Canada,
and was responsible for coordinating the buying, marketing, service and
distribution of fuel in Montreal. He is a member of the Canadian Petroleum Club,
Montreal Chamber of Commerce, Bnai Brith Organizations and various business
organizations.

Umberto Manola

Umberto Manola, aged 73 joined the Board of Directors in August 2002. Mr.
Manola is a researcher in biological techniques for the treatment of cereals. He
concentrates on systems for the dehumidification and extraction of basic
molecular elements (organic active principles) which allow for zero
environmental impact. Currently he collaborates with several well-known research
institutes in analyzing nutritional applications in different geographical
areas.

Mr. Manola holds patents in the methodology of air separation, methodology of
molecular division and the methodology of micronization in double tandem. Mr.
Manola is the inventor and patent holder of the technology under license by DDS
Technologies. Mr. Manola is a stockholder in DDS Technologies. Under the license
agreement, DDS Technologies is entitled to nominate one director to the Board of
Directors. Mr. Manola is DDS Technologies' nominee.

Mr. Manola holds a Diploma of Abteilun engineer from St. Wales, and a Degree
in milling technology, from Turin, Italy (Laurea in tecnica molitoria a Torino).

Dr. Jacques DeGroote

Jacques DeGroote, aged 77, joined the Board of Directors in August 2002. Dr.
DeGroote has acted as a private consultant offering financial and economic
advice and representation in negotiations from 1994 to the present. Dr. DeGroote
currently assists a number of companies in various capacities. From 1973 to 1994
Dr. DeGroote served as Executive Director of the International Monetary Fund.
Dr. DeGroote also served as Executive Director of the World Bank (IBRD), the
International Finance Corporation (IFC) and the International Development
Association (IDA) from 1975 to 1991.

During his tenure as joint Executive Director for the World Bank and
International Monetary Fund, Dr. DeGroote's constituency included Belgium,
Austria, Luxemburg, Turkey, Belarus, the Czech Republic, Hungary, Karskhstan,
the Slovak Republic and Slovenia. As a member of the Executive Board of the IMF,
Dr. DeGroote made special contributions to the preparation and negotiation of
stabilization programs for Turkey, Hungary and Czechoslovakia, which aided the
transition of these countries from command economies to capital driven
economies. Dr. DeGroote was also instrumental in reforming the IMF's system of
compensatory financing. As a member of the Executive Board of the World Bank he
made special contributions to the acceptance of non-project related lending,
specialty oriented projects, and the involvement of the World Bank in the
Private Sector.

14



From April 1971 to November 1973 Dr. DeGroote headed the Research Department
of the National Bank of Belgium, with the rank of Deputy Director. From May 1969
to November 1973 he acted as Financial Counselor of the Belgium Delegation to
the OECD in Paris. He headed several working groups, examining the first
proposal for a multilateral agency guaranteeing private investments. From March
1966 to May 1969 Dr. DeGroote acted as Economic Advisor to the Republic of Zaire
and Advisor to the Governor of the National Bank of Zaire. He was responsible
for Zaire's economic rehabilitation, and for negotiations with the IMF, the
World Bank and the U.S. government. The 1967 program resulted in the only period
of growth of the Zairian economy since Independence (1968-1971), and is cited by
the IMF and World Bank as one of the most successful stabilization efforts ever
undertaken under their aegis. During this period Dr. DeGroote was also in charge
of Zaire's negotiations for nationalizing and reactivating Gecamines (the former
Union Miniere).

From July 1965 to March 1966 Dr. DeGroote acted as Financial Counselor of the
Belgium Delegation to the OECD in Paris. From May 1963 to July 1965 he acted as
Advisor to the Foreign Department of the National Bank of Belgium, represented
Belgium in the Ossala group which was formed to study the creation of a new
reserve instrument and submitted the first proposals favoring a collective unit
to be created by the IMF, which led to the SDR. From April 1960 to May 1963 he
was Assistant to the Belgium Executive Director of the International Monetary
Fund and World Bank in Washington. From January 1957 to April 1960, Dr. DeGroote
served as Attachè at the National Bank of Belgium, where his responsibilities
included negotiation of the payment agreements with the countries of Eastern
Europe. During the first few months of 1960, he served as secretary of the
committee preparing the Belgian-Zairian Economic Round Table. Dr. DeGroote is a
stockholder in DDS Technologies, which holds a significant interest in DDS and,
as a result, he will hold ownership in the Company following the Exchange
Transaction.

Dr. DeGroote's academic history includes, from July 1955 to January 1957,
acting as Assistant at the University of Cambridge (United Kingdom) and
Assistant at the University of Louvain. From 1963 to 1992 Dr. DeGroote held the
position of Professeur Ordinaire in the Economics Department of the University
of Namur (Belgium) where he taught courses on money and credit, monetary
mechanisms and institutions, and current problems of international finance. From
1963 to 1973, Dr. DeGroote held the position of Professeur Extraordinaire at the
University of Louvain. From 1957 to 1960 and from 1963 to 1965 he also acted as
a Lecturer at the Catholic University of Lille where he taught courses on
structural economics and the history of economic thought.

Dr. DeGroote holds a D. Juris from University of Louvain, Belgium, an M.A.
Economics from Cambridge University, United Kingdom a Licencie en Sciences
Economiques from Louvain University, Belgium and a Licencie en Sciences
Politiques et Administratives from Louvain University, Belgium.

Dr. DeGroote is highly decorated and holds the Grand Officer of the Order of
Leopold I (Belgium), Grand Officer of the Order of Orange-Nassau, (Luxembourg),
Commander of the Order of Merit of Austria, Commander of the Order of
Luxembourg, Red Star of the Hungarian People with Gold Palm, Officer of the
Order of Zaire.

Dr. DeGroote also contributes his time as Director of the Belgian-American
Educational Foundation, founded in 1921, to sponsor exchanges between U.S. and
Belgian universities, and from 1980 to 1989, as a member of the jury of the King
Baudevin Foundation's biannual prize for important contributions to the struggle
against poverty or underdevelopment.

Leo Paul Koulos

Leo Paul Koulos, aged 70, joined the Board in October 2003. Prior to the sale
of his company, Mr. Koulos was President and Chief Executive Officer of National
Coupon Redemption Service, Inc., a national clearinghouse for manufacturers'
cents-off coupons and, served as Chairman and Chief Executive Officer of Coupon
Processing Associates, Inc., of Texas, and its Mexican affiliate, Enlace Vital,
S.A. de. C.V. Mr. Koulos is currently Chairman of International Outsourcing
Services, LLC, its successor company. Mr. Koulos received a Bachelor's degree
from the University of San Francisco. Mr. Koulos serves on the Board of
Directors of Zindart, Ltd., a leading, publicly traded, manufacturer of
high-quality, die-cast and injection-molded products. He also sits on the
Advisory Board of Chinavest, Inc., an investment banking firm.

Previously, Mr. Koulos was a Board member of Synergex Corporation, a major
national wholesaler of pharmaceuticals which was acquired by Bergen Brunswig and
was a founding director of The Pacific Bank, N.A. in San Francisco, a publicly
traded banking institution.

15



James R. von der Heydt

James R. von der Heydt, aged 51, joined the Board of Directors in October
2003. From 2002 to present, Mr. von der Heydt has served as a president and
founder of Inno-Ventures, LLC, a consulting firm dedicated to strategic planning
and capital raising for life science start-ups. Prior to foundry of
Inno-Ventures, LLC, Mr. von der Heydt held a number of senior executive
positions with Ralston Purrance company including Executive Vice President,
Global R & D and New Products (2001 - 2002), Executive Vice President, Business
Development and Worldwide Innovation (1996 - 2001), and Executive Vice
President, Pet Food Marketing and R & D (1994-1996). Mr. von der Heydt is Vice
President, Humane Society of Missouri and is a member of the Board of Trustees
of the St. Louis Zoo and the Center for Business Ethics at St. Louis University.

Dr. Marc Mallis, M.D.

Dr. Mallis, aged 53, joined the Board of Directors in August 2002. Dr. Mallis
is a principal with Retina Vitreous Associates of Florida Agia, Mallis and
Pautler P.A. Inc., from 1980 to the present, where he is engaged in the practice
of medicine with a specialty in ophthalmology.

Dr. Mallis graduated from New York Medical College and attended the
Ophthalmology Course of Stanford University School of Medicine. Dr. Mallis
interned at Geisinger Medical Center, Department of Ophthalmology in Danville,
Pennsylvania, performed his residency at New York Medical College, Department of
Ophthalmology, Valhalla, New York, and received a Vitreo-Retinal fellowship at
Ohio State University, Columbus, Ohio.

SECTION 16(

Under Section 16(a) of the Securities Exchange Act of 1934, directors and
executive officers of the Company and persons who beneficially own more than 10%
of the Company's common stock, are required to make certain filings on a timely
basis with the Securities and Exchange Commission. Reporting persons are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms filed by them. Based on its review of the copies of Section 16(a)
forms received by it, and on written representations from reporting persons
concerning the necessity of filing a Form 5 - Annual Statement of Changes in
Beneficial Ownership, the Company believes that, during the fiscal year ended
December 31, 2003, all filing requirements applicable to reporting persons were
met, except that the directors failed to timely file reports with respect to
option grants in October 2003.

Audit Committee

The Company has an audit committee established by the Board of Directors. The
committee consists of Leo Paul Koulos, Dr. Jacques DeGroote and Dr. Marc Mallis.
Each of the members of the audit committee meets the independence and experience
requirements of the applicable laws and regulations including the Sarbanes-Oxley
Act.Our board of directors has determined that no members of the audit
committee currently meet the definition of "audit committee financial expert",
as defined under Item 401(e) of Regulation S-B of the Securities Exchange Act of
1934. Although we continue to search for a financial expert to serve on our
audit committee, we have not found a suitable candidate to date in our
geographic area. We believe that the current members of our audit committee
provide an acceptable level of business and financial experience and expertise.

The audit committee makes recommendations concerning the engagement of
independent auditors, reviews with the independent auditors the plans and
results of the audit engagement, approves professional services provided by the
independent auditors, reviews the independence of the independent auditors,
considers the range of audit and non-audit fees and reviews the adequacy of the
Company's internal accounting controls. The audit committee met once during the
fiscal year ended December 31, 2003 with all members present at each meeting.
During the fiscal year ended December 31, 2003, we did not have a compensation
committee, with the entire Board of Directors acting on compensation matters,
nor a corporate governance committee. On March 20, 2004, the Board of Directors
established a compensation committee and a separate corporate governance
committee, both consisting of Leo Paul Koulos, James R. von der Heydt and Dr.
Marc Mallis.

16



Code of Ethics

The Company has adopted a Code of Ethics which applies to the Company's
officers, directors and employees and is attached as an exhibit to this annual
report.

ITEM 10. EXECUTIVE COMPENSATION



SUMMARY COMPENSATION TABLELong-Term CompensationAnnual Compensation
    Awards
    PayoutsName and Principal Position
    (a)
    Year
    (b)
    Salary
    ($)
    (c)
    Bonus
    ($)
    (d)
    Other Annual Compen-sation
    ($)
    (e)
    Restricted Stock Award(s)
    ($)
    (f)
    Securities Under-lying Options
    (3)
    (g)
    LTIP Payouts
    ($)
    (h)
    All Other Compen-sation
    ($)
    (i)Ben Marcovitch
    2003
    80,500Former Chairman of the
    Board and President (1)
    2002
    7,000Spencer L. Sterling
    President and Chief Financial Executive Officer (2)
    2003
    25,000
    
    28,900
    
    400,000John Gundlach
    2003
    0Former Chief
    Executive Officer and President (3)
    2002
    0




| | (1) | Mr. Marcovitch served as President since inception (July
2002) until October 30, 2003 and continued to serve as Chairman until
April 1, 2004 when he resigned.  Mr. Marcovitch continues to serve as a
Director.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Mr. Sterling has been serving as President and Chief Executive officer since
October 30, 2003.                                                                                                                  
| | (3) | Mr. Gundlach served as President of Fishtheworld prior to
the share exchange with the Company in April 2003.                                                                                                    

Stock Option Plan

The Company has established a Stock Option Plan (the "Plan") to attract,
retain and motivate key employees, to provide an incentive for them to achieve
long-range performance goals and to enable them to participate in the long-term
growth of the Company. Options granted under the Plan may include non-qualified
stock options as well as incentive stock option intended to qualify under
Section 422A of the Internal Revenue Code. The aggregate number of shares that
may be issued under the Plan or exercise of options must not exceed three
million shares. Each stock option agreement specifies when all or any
installment of the option becomes exercisable.

In May and October 2003, the Company granted stock options to two executive
employees. The Company applies Accounting Principles Board ("APB") Opinion 25,
Accounting for Stock Issued to Employees, and related interpretations in
accounting for option granted to employees. Under APB Opinion 25, if the
exercise price of the Company's employee stock options equals or exceeds the
market price of the underlying stock on the date of grant, no compensation cost
is recognized. For the option granted in May 2003, the exercise price of each
option equaled the market price of the Company's stock on the date of grant and
an option expires in 10 years. For the option granted in October 2003, the
exercise price of each option granted equaled the market price of the Company's
stock on the date of grant and the options are fully vested three years from the
date of grant.

17



In October 2003, the Company also granted stock options to the members of its
Board of Directors. Each member was issued as compensation for their services, a
stock option to purchase 50,000 shares at an exercise price of $8.00 per share.

Employment Agreements

On October 30, 2003 we entered into an employment agreement with Spencer
Sterling as President and Chief Executive Officer. For his services, Mr.
Sterling will be compensated with an initial annual base salary of $150,000. Mr.
Sterling's salary will be increased $25,000 per year for every increase in our
revenue of $50,000,000 per year, up to a maximum of $300,000 per year.
Additionally, Sterling is eligible to receive an annual bonus at the discretion
of the Board of Directors.

Mr. Sterling will be permitted to participate in pension, profit sharing,
bonus, life insurance, medical and other employee benefit programs offered by
us. He is additionally granted pursuant to the Plan the option to purchase up to
400,000 shares of our common stock at an exercise price of $7.00 per share.
Options accepted shall not be one hundred percent vested until three years from
the date of grant. As Mr. Sterling is relocating from South Africa to the United
States, we have afforded Mr. Sterling a one time allowance of $25,000 to assist
him in the move. Upon his termination for "Good Reason" or other than "For
Cause" under the agreement, Mr. Sterling will be paid a one lump sum severance
payment equal to his basic compensation, including his salary, bonuses and
benefits, for the greater of 18 months or until October 2008.

In May 2003, we entered into an employment agreement with
Kerin Franklin as our Chief Operating Officer. For her services, Ms. Franklin
will be compensated with an annual base salary of $84,000 and is eligible to
receive an annual bonus at the discretion of the Board of Directors. Ms.
Franklin is also entitled to a commission, payable quarterly, equal to 5% of the
prior quarter's net cash receipts attributable to business she secured.

Ms. Franklin will be permitted to participate in pension, profit sharing,
bonus, life insurance, medical and other employee benefit programs offered by
us. She is additionally granted pursuant to the Plan, the option to purchase up
to 600,000 shares of our common stock at an exercise price of $5.00 per share.
Franklin will also be offered an office allowance for expenses. Upon her
termination for "Good Reason" or other than "For Cause" under the agreement, Ms.
Franklin will be paid a one lump sum severance payment equal to her basic
compensation, including her salary, bonuses and benefits, for the greater of 18
months or until May 15, 2008.





OPTION GRANTS IN LAST FISCAL YEAR(Individual Grants)Name
    (a)
    Number of Securities Underlying Options Granted (=)
    (b)
    Percent Of Total Options Granted to Employees In Fiscal
    Year
    (c)
    Exercise Price
    (S/Sh)
    (d)
    Expiration Date
    (e)Ben Marcovitch
    Former
    Chairman of the Board and President (1)
    50,000
    4.8%
    8.00Spencer L. Sterling
    President and Chief Financial Executive Officer (2)
    50,000
    _________
    
    400,000
    4.8%
    _________
    
    
    38.1%
    8.00
    ________
    
    
    7.00
    10/31/2010
    _________
    10/30/2000John Gundlach
    Former Chief
    Executive Officer and President (3)
    n/a
    n/a
    n/a
    n/a




|(1) | Mr. Marcovitch served as President since inception (July
2002) until October 30, 2003 and continued to serve as Chairman until
April 1, 2004 when he resigned.  Mr. Marcovitch continues to serve as a
Director.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Sterling has been serving as President and Chief Executive officer since
October 30, 2003.                                                                                                                  
|(3) | Mr. Gundlach served as President of Fishtheworld prior to
the share exchange with the Company in April 2003.                                                                                                    

18



AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
    FINANCIAL YEAR-END
    OPTION VALUESName
    (a)
    Shares Acquired on Exercise (#)
    (b)
    Value Realized ($)
    
    (c)
    Number of Securities Underlying Unexercised Options at
    FY-End (#) Exercisable/Unexercisable
    (d)
    Value of Unexercised In-The-Money Options At FY-End ($)
    Exercisable/Unexercisable
    (e)Ben Marcovitch
    Former
    Chairman of the Board and President (1)
    0
    -
    0 / 50,000
    0 / 0Spencer L. Sterling
    President and Chief Financial Executive Officer (2)
    0
    -
    0 / 450,000
    0 / 0John Gundlach
    Former Chief
    Executive Officer and President (3)
    n/a
    n/a
    n/a
    n/a




|(1) | Mr. Marcovitch served as President
since inception (July 2002) until October 30, 2003 and continued to serve as
Chairman until April 1, 2004 when he resigned.  Mr. Marcovitch
continues to serve as a Director.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Sterling has been serving as President and Chief
Executive officer since October 30, 2003.                                                                                                                  
|(3) | Mr. Gundlach served as President of Fishtheworld prior to
the share exchange with the Company in April 2003.                                                                                                    

ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of Capital Stock

The following table sets forth information regarding beneficial ownership of
our capital stock as of March 22, 2004 for:

| | (i)   | each person, or group of affiliated persons, known by us to
            own beneficially
            5% or more of our capital stock;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                      
| | (ii)  | each of our directors;                                                                                                               
| |       |                                                                                                                                      
| | (iii) | each of our named executive officers; and                                                                                            
| |       |                                                                                                                                      
| | (iv)  | all directors and executive officers as a group;                                                                                     

The percentage of beneficial ownership is based on 18,558,303 shares of our
common stock outstanding as of March 22, 2004.

Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. In computing the number of shares beneficially owned by
a person and the percentage of ownership of that person, (i) shares of common
stock subject to options held by that person that are currently exercisable or
become exercisable within 60 days of March 22, 2004 are considered to be
beneficially owned by such person and (ii) shares of common stock which can be
acquired upon the exercise of all outstanding warrants within 60 days of March
22, 2004 are considered to be beneficially owned by such person. Such shares,
however, are not deemed outstanding for the purpose of computing the percentage
ownership of any other person.

19





Shares Beneficially Owned (1)Common StockName
    # of Shares
    % of TotalSpencer L. Sterling
    (President, Chief Executive Officer and Director)
    c/o DDS Technologies USA, Inc.
    150 E. Palmetto Park Road, Suite 510
    Boca Raton, FL 33432
    0
    0%






Joseph
    Fasciglione 
    (Secretary, Treasurer and Chief Financial Officer)
    150 E. Palmetto Park Road, Suite 510
    Boca Raton, FL 33432
    100,000
    *%Kerin Franklin
    (Chief Operating Officer)
    c/o DDS Technologies USA, Inc.
    150 E. Palmetto Park Road, Suite 510
    Boca Raton, FL 33432
    550,000 (2)
    3.0%Ben Marcovitch
    (Director)
    c/o DDS Technologies USA, Inc.
    150 East Palmetto Park Road, Suite 510
    Boca Raton, FL 33432
    800,000
    4.3%Umberto Manola (3)
    
    (Director)
    c/o DDS Technologies USA, Inc.
    150 East Palmetto Park Road, Suite 510
    Boca Raton, FL 33432
    4,000,000
    21.6%Dr. Jacques
    DeGroote 
    (Director)
    c/o DDS Technologies USA, Inc.
    150 E. Palmetto Park Road, Suite 510
    Boca Raton, FL 33432
    0
    0%Dr. Marc Mallis (4)
    (Director)
    2975 Rolling Woods Drive
    Palm Harbor, FL 34683
    and
    Mallis Limited Partnership (4)
    2975 Rolling Woods Drive
    Palm Harbor, FL 34683
    1,150,000
    6.2%James R. von der
    Heydt
    (Director)8820 Ladue Road
    Ladue, MO 81324
    0
    0% 20  Leo Paul Koulos
    (Director)
    601 California Street
    Suite 1150
    San Francisco, CA 94108
    0
    0%Mr. Mrs. Lee Rosen
    (5)
    17405 Loch Lomond Way
    Boca Raton, FL. 33496
    1,179,000
    6.4%Directors and Executive Officers
    as a Group
    6,600,000
    34.5%




* Less than 1% of the outstanding shares of common stock of the Company.

(1)        Unless otherwise stated, all shares of common stock are directly held with
sole voting and dispositive power.

(2)        Kerin Franklin holds options to purchase 600,000 shares of common stock of
the Company at an exercise price of $5.00 per share, of which 550,000 options
are exercisable within 60 days after March 22, 2004. None of such 550,000
options have been exercised as of March 22, 2004 and are subject to the public
sale restrictions and requirements of Rule 701 under the Securities Act.

(3)        DDS Technologies Ltd. holds the patent for a Dry Disaggregation System
technology which is licensed by the Company. Umberto Manola and Dr. Jacques
DeGroote, who both serve on the Board of Directors of the Company, hold 60% and
2% of the outstanding shares of common stock of DDS Technologies Ltd.
respectively.

(4)        Dr. Marc Mallis, MD is the General Partner of The Mallis Limited Partnership
and serves on the Board of Directors of the Company. Shares held by The Mallis
Limited Partnership are owned beneficially by Dr. Mallis.

(5)        Of these 1,179,000 shares of common stock of the Company, 604,000 shares are
owned by Lee Rosen and 575,000 shares are owned of record by Julia Rosen. Lee
Rosen is a founder of, and consultant to, the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth hereafter, there have been no material transactions,
series of similar transactions or currently proposed transactions during 2002,
or subsequent thereto to which we or any of our subsidiaries was or is to be a
party, in which the amount involved exceeds $60,000 and in which any director or
executive officer or any security holder who is known to us to own of record or
beneficially more than 5% of our common stock, or any member of the immediate
family of any of the foregoing persons, had a material interest.

As described under "Business of the Company," we have a license agreement
with HSF, of which Mr. Manola, one of our directors is a principal stockholder.
Dr. Mallis has participated in a number of our private placement transactions.
Lee Rosen, a founder of the Company, provides consulting services to the Company
pursuant to a consulting agreement dated March 30, 2004 and expiring on June,
2010 with compensation of $15,000 per month. This replaces a consulting
agreement dated October 1, 2002 whereby Mr. Rosen provided consulting services
to the Company for compensation of $30,000 per month.

On
April 1, 2004, Ben Marcovitch, the former Chief Executive
Officer and President of the Company, resigned as an employee of the
Company and as Chairman, while remaining on its Board of Directors. Pursuant to the consulting
agreement between Mr. Marcovitch and the Company of the same date, Mr.
Marcovitch agrees to serve as consultant of commercial development opportunities
and will be paid $15,000 per month.

21



Indebtedness Of Management

No officer, director or security holder known to us to own of record or
beneficially more than 5% of our common stock or any member of the immediate
family of any of the foregoing persons is indebted to the Company. However, in
conjunction with the license agreement with DDS Technologies LTD., we loaned DDS
Technologies Ltd. $235,000 which is now past due. We expect this loan will be
offset against payments owed by us to DDS Technologies, Ltd. or HSF.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Financial Statements Incorporated by Reference

The Company's financial statements and the report of Weinberg & Company, P.A.
which are set forth in the contents to the Consolidated Financial statements on
pages F-1 through F-23 of this annual report are filed as a part of this annual
report.



|Page   |  | Financial Statement or Report                                                                                                                                                                                                                                                                                              
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|F-3    |  | Independent Auditors' Report                                                                                                                                                                                                                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                                            
|F-4    |  | Consolidated Balance Sheet as of December 31, 2003                                                                                                                                                                                                                                                                         
|       |  |                                                                                                                                                                                                                                                                                                                            
|F-5    |  | Consolidated Statements of Operations for the year ended
    December 31, 2003 and for the periods from July 17, 2002 (inception) through
    December 31, 2002, the two months ended December 31, 2002, July 17, 2002
    (inception) through October 31, 2002 and July 17, 2002 (inception) through
    December 31, 2003
|       |  |                                                                                                                                                                                                                                                                                                                            
|F-6-7  |  | Consolidated Statement of Stockholders' Equity for the
    period from July 17, 2002 (inception) through December 31, 2003                                                                                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                            
|F-8    |  | Consolidated Statements of Cash Flows for the year ended
    December 31, 2003 and for the periods from July 17, 2002 (inception)
    through December 31, 2002, the two months ended December 31, 2002, July 17,
    2002 (inception) through October 31, 2002 and July 17, 2002 (inception)
    through December 31, 2003
|       |  |                                                                                                                                                                                                                                                                                                                            
|F-9-23 |  | Notes to Consolidated Financial Statements as of December
    31, 2003                                                                                                                                                                                                                                                     



22



Exhibits

The exhibits, which are set forth in the Exhibit Index, are as follows:



Exhibit
    
    Description3.1
    
    Articles of Incorporation of DDS Technologies USA, Inc.3.2
    
    By-laws of DDS Technologies USA, Inc.10.1
    
    Registration Rights Agreement by and among DDS Technologies USA, Inc. and
    certain shareholders (incorporated by reference to Exhibit 10.2 of the
    Company's Form 8-K filed July 15, 2003).10.2
    
    Securities Exchange Agreement by and among Fishtheworld Holdings, Inc., a
    Florida corporation, and the shareholders of DDS Technologies USA, Inc., a
    Delaware corporation (incorporated by reference to Exhibit 10.3 of the
    Company's Schedule 13D filed April 14, 2003).10.3
    
    Agreement and Plan of Merger by and between Fishtheworld, Inc. and DDS
    Technologies USA, Inc. (incorporated by reference to Exhibit 2.3 to the
    Company's Form 8-K filed on June 6, 2003).10.4
    
    Share Purchase Agreement by and among the Company and Worthington Growth
    L.P., CD Investment Partners Ltd., EDJ Limited, Porter Partners, L.P., Nob
    Hill Capital Partners L.P., Adams Select and Choice Investment Management,
    Omicron Master Trust dated June 30, 2003 (incorporated by reference to
    Exhibit 10.1 to the Company's Form 8-K filed July 15, 2003).10.5
    
    Registration Rights Agreement by and among the Company and Worthington
    Growth L.P., CD Investment Partners Ltd., EDJ Limited, Porter Partners,
    L.P., Nob Hill Capital Partners L.P., Adams Select and Choice Investment
    Management, Omicron Master Trust (incorporated by reference to Exhibit 10.2
    tp the Company's Form 8-K filed on July 15, 2003).10.6
    
    Securities Purchase Agreement by and among the Company and Platinum Partners
    Value Arbitrage Fund L.P., Dolphin Offshore Partners LP, Torrey Pines Master
    Fund, Crescent International Ltd., Castle Creek Technology Partners LLC,
    Choice Investment Management, Vertical Ventures Investment LLC, Otape
    Investments LLC, CD Capital, Paul J. Duggan, Storestreet LP, Greenwich
    Growth Fund Ltd., Omicron Master Fund, Micro Capital Fund Ltd., Micro
    Capital Fund LP, dated October 22, 2003 (incorporated by reference to
    Exhibit 10.2 to the Company's Form 8-K filed October 24, 2003).10.7
    
    Registration Rights Agreement by and among the Company and Platinum Partners
    Value Arbitrage Fund L.P., Dolphin Offshore Partners LP, Torrey Pines Master
    Fund, Crescent International Ltd., Castle Creek Technology Partners LLC,
    Choice Investment Management, Vertical Ventures Investment LLC, Otape
    Investments LLC, CD Capital, Paul J. Duggan, Storestreet LP, Greenwich
    Growth Fund Ltd., Omicron Master Fund, Micro Capital Fund Ltd., Micro
    Capital Fund LP (incorporated by reference to Exhibit 10.2 to the Company's
    Form 8-K filed on October 24, 2003).10.8
    
    Employment agreement by and between DDS Technologies USA, Inc. and Spencer
    Sterling dated October 31, 2003.10.9
    
    Employment agreement by and between DDS Technologies USA, Inc. and Kevin
    Franklin dated May 15, 2003.10.10
    
    Form of First Amended and Restated
    Consulting Services Agreement, by and between DDS Technologies USA, Inc., a
    Nevada corporation, and Lee Rosen.10.11
    
    Form of Consulting Services
    Agreement, by and among DDS Technologies USA, Inc., a Nevada corporation,
    and Ben Marcovitch.14.1
    
    Code of Ethics. 23  21.1
    
    Subsidiaries of the Company.31.1
    
    Certification of Chief Financial
    Officer, pursuant to Rule 13a-14(a).31.2
    
    Certification of Chief Executive
    Officer, pursuant to Rule 13a-14(a).32.1
    
    Certifications of Chief Executive
    Officer and Chief Financial Officer, pursuant to 19 U.S.C. Section 1350, as adopted pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002.




Reports on Form 8-K in the Fourth Quarter of 2003

On October 24, 2003, we filed a current report on Form 8-K to report our
completion of a private placement pursuant to which we raised $5,426,000.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)            Audit Fees

The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for our audits of our
consolidated financial statements as of June 30, 2003 and December 31, 2003 and
for the periods then ended, and reviews of our consolidated financials
statements included in our Form 10-KSBs and 10-QSBs, or services that are
normally provided by the accountants in connection with statutory and regulatory
filings or engagements for those fiscal years were:

2003:         $63,000 Weinberg & Company, P.A.

2002:         $0.

The aggregate fees billed in each of the last two fiscal
years for assurance and related services by the principal accountants that are
reasonably related to the performance of the audit and review of our
consolidated financial statements and are not reported in the preceding
paragraph that relate to reviews of the Company's SEC Registration Statements
were:

2003:         $27,500 Weinberg & Company, P.A.

2002:         $0.

24



















DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003









F-1











DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)







CONTENTS



|PAGE  | F-3              | INDEPENDENT AUDITORS' REPORT                                                                                                                                                                                                                                                                                               
|----- | ---------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                  |                                                                                                                                                                                                                                                                                                                            
|PAGE  | F-4              | CONSOLIDATED BALANCE SHEET AS OF DECEMBER
    31, 2003                                                                                                                                                                                                                                                                     
|      |                  |                                                                                                                                                                                                                                                                                                                            
|PAGE  | F-5              | CONSOLIDATED STATEMENTS OF OPERATIONS FOR
    THE YEAR ENDED DECEMBER 31, 2003 AND FOR THE PERIODS FROM JULY 17, 2002
    (INCEPTION) THROUGH DECEMBER 31, 2002, THE TWO MONTHS ENDED DECEMBER 31,
    2002, JULY 17, 2002 (INCEPTION) THROUGH OCTOBER 31, 2002 AND JULY 17, 2002
    (INCEPTION) THROUGH DECEMBER 31, 2003
|      |                  |                                                                                                                                                                                                                                                                                                                            
|PAGES | F-6, F-7         | CONSOLIDATED STATEMENT OF STOCKHOLDERS'
    EQUITY FOR THE PERIOD FROM JULY 17, 2002 (INCEPTION) THROUGH DECEMBER 31,
    2003                                                                                                                                                                                             
|      |                  |                                                                                                                                                                                                                                                                                                                            
|PAGE  | F-8              | CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
    THE YEAR ENDED DECEMBER 31, 2003 AND FOR THE PERIODS FROM JULY 17, 2002
    (INCEPTION) THROUGH DECEMBER 31, 2002, THE TWO MONTHS ENDED DECEMBER 31,
    2002, JULY 17, 2002 (INCEPTION) THROUGH OCTOBER 31, 2002 AND JULY 17, 2002
    (INCEPTION) THROUGH DECEMBER 31, 2003
|      |                  |                                                                                                                                                                                                                                                                                                                            
|PAGES | F-9 through F-23 | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    AS OF DECEMBER 31, 2003                                                                                                                                                                                                                                                     







F-2









INDEPENDENT AUDITORS' REPORT



To the Board of Directors and shareholders of:
  DDS Technologies U.S.A., Inc. and Subsidiary



We have audited the accompanying consolidated balance sheets
of DDS Technologies U.S.A., Inc. (formerly Fishtheworld Holdings, Inc.) and
Subsidiary as of December 31, 2003, and the related consolidated statements of
operations, stockholders' equity and cash flows for the year ended December 31,
2003, and for the periods from July 17, 2002 (inception) through December 31,
2002, the two months ended December 31, 2002, July 17, 2002 (inception) through
October 31, 2002 and July 17, 2002 (inception) through December 31, 2003. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.



We conducted our audits in accordance with the auditing
standards generally accepted in the United States of America. Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement.
An audit includes examining on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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 consolidated financial statements
referred to above present fairly, in all material respects, the consolidated
financial position of DDS Technologies U.S.A., Inc. (formerly Fishtheworld
Holdings, Inc.) and Subsidiary as of December 31, 2003, and the consolidated
results of their operations, and their cash flows for the year ended December
31, 2003 and for the periods from July 17, 2002 (inception) through December 31,
2002, the two months ended December 31, 2002, July 17, 2002 (inception) through
October 31, 2002 and July 17, 2002 (inception) through December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.





WEINBERG & COMPANY, P.A.



Boca Raton, Florida
February 3, 2004

F-3



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED BALANCE SHEET

|ASSETS                                                                                                       
|-------------------------------------------------------------------------------------------------------------
|                                                                                                             
|                                                                                                             
|                                                                                                             
|CURRENT ASSETS                                                                                               
|Cash                                                                                                         
|Prepaid expenses                                                                                             
|Total Current Assets                                                                                         
|                                                                                                             
|FIXED ASSETS, NET                                                                                            
|LICENSE                                                                                                      
|DEPOSIT ON PURCHASE OF
    MACHINERY                                                                         
|OTHER ASSETS                                                                                                 
|                                                                                                             
|TOTAL ASSETS                                                                                                 
|                                                                                                             
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                         
|                                                                                                             
|CURRENT LIABILITIES                                                                                          
|Accrued payroll taxes                                                                                        
|Accrued professional fees                                                                                    
|Accrued expenses                                                                                             
|Total Current Liabilities                                                                                    
|                                                                                                             
|COMMITMENTS AND CONTINGENCIES                                                                                
|                                                                                                             
|STOCKHOLDERS' EQUITY                                                                                         
|Preferred stock, $.0001 par value,
    1,000,000 shares authorized, no shares issued 
  and outstanding      
|Common stock, $.0001 par value,
    25,000,000 shares authorized, 18,538,303 shares
   issued and outstanding
|Additional paid-in capital                                                                                   
|Deferred consulting expense                                                                                  
|Note receivable - related party                                                                              
|Interest receivable - related party                                                                          
|Deficit accumulated during
    development stage                                                             
|Total Stockholders' Equity                                                                                   
|                                                                                                             
|TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY                                                               



See accompanying notes to the consolidated financial
statements.

F-4



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                           |   | For the Year Ended December 31, 2003 |   | For the Period From
    July 17, 2002 (Inception) Through December 31, 2002 |   | For the Two Months Ended December 31, 2002 |   | For the Period From
    July 17, 2002 (Inception) Through October 31, 2002 |   | For the Period From
    July 17, 2002 (Inception) Through December 31, 2003
|-------------------------------------------------------------------------- | - | ------------------------------------ | - | --------------------------------------------------------------------------- | - | ------------------------------------------ | - | -------------------------------------------------------------------------- | - | ---------------------------------------------------------------------------
|                                                                           |   |                                      |   |                                                                             |   |                                            |   |                                                                            |   |                                                                            
|REVENUES                                                                   | $ | -                                    | $ | -                                                                           | $ | -                                          | $ | -                                                                          | $ | -                                                                          
|                                                                           |   |                                      |   |                                                                             |   |                                            |   |                                                                            |   |                                                                            
|EXPENSES                                                                   |   |                                      |   |                                                                             |   |                                            |   |                                                                            |   |                                                                            
|Professional fees                                                          |   | 3,673,263                            |   | 325,217                                                                     |   | 167,982                                    |   | 157,235                                                                    |   | 3,998,480                                                                  
|General and administrative                                                 |   | 566,892                              |   | 82,586                                                                      |   | 42,241                                     |   | 40,345                                                                     |   | 649,478                                                                    
|Salaries and related taxes                                                 |   | 233,240                              |   | -                                                                           |   | -                                          |   | -                                                                          |   | 233,240                                                                    
|Merger costs                                                               |   | 200,000                              |   | -                                                                           |   | -                                          |   | -                                                                          |   | 200,000                                                                    
|Total Expenses                                                             |   | 4,673,395                            |   | 407,803                                                                     |   | 210,223                                    |   | 197,580                                                                    |   | 5,081,198                                                                  
|                                                                           |   |                                      |   |                                                                             |   |                                            |   |                                                                            |   |                                                                            
|INTEREST INCOME                                                            |   | 3,074                                |   | -                                                                           |   | -                                          |   | -                                                                          |   | 3,074                                                                      
|                                                                           |   |                                      |   |                                                                             |   |                                            |   |                                                                            |   |                                                                            
|NET LOSS                                                                   | $ | (4,670,321)                          | $ | (407,803)                                                                   | $ | (210,223)                                  | $ | (197,580)                                                                  | $ | (5,078,124)                                                                
|                                                                           |   |                                      |   |                                                                             |   |                                            |   |                                                                            |   |                                                                            
|NET LOSS PER SHARE - BASIC
    AND 
   DILUTED                             | $ | (0.26)                               | $ | (0.03)                                                                      | $ | (0.01)                                     | $ | (0.02)                                                                     |   |                                                                            
|                                                                           |   |                                      |   |                                                                             |   |                                            |   |                                                                            |   |                                                                            
|WEIGHTED AVERAGE
  NUMBER OF SHARES
   OUTSTANDING - BASIC 
   AND DILUTED |   | 17,640,864                           |   | 12,062,493                                                                  |   | 14,277,091                                 |   | 10,799,965                                                                 |   |                                                                            

See accompanying notes to the consolidated financial
statements.

F-5

DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFOR THE PERIOD FROM JULY 17, 2002 (INCEPTION) THROUGH DECEMBER 31, 2003

|                                                                                            |  | Common Stock |   | Additional Paid-In Capital |   | Subscriptions Receivable |   | Deferred Consulting Expense |   | Note Receivable Related Party |  | Interest Receivable Related Party |  | Accumulated Deficit |  | Total
|------------------------------------------------------------------------------------------- |  | ------------ | - | -------------------------- | - | ------------------------ | - | --------------------------- | - | ----------------------------- |  | --------------------------------- |  | ------------------- |  | -----
|                                                                                            |  | Shares       |   | Amount                     |   |                          |   |                             |   |                               | 
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Common stock
    issued for cash 
  at inception                                            |  | 10,767,255   | $ | 1,077                      | $ | 957,328                  | $ | -                           | $ | -                             |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Common stock
    issued for license 
  valued at $1.00 per share                            |  | 3,500,000    |   | 350                        |   | 3,499,650                |   | -                           |   | -                             |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Common stock
    issued for cash in
   December 2002 at $1.00 per share                     |  | 100,000      |   | 10                         |   | 99,990                   |   | -                           |   | -                             |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Common stock
    issued for cash in
   January 2003 at $1.00 per share                      |  | 200,000      |   | 20                         |   | 199,980                  |   | -                           |   | -                             |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Common stock
    issued for license in
   January 2003 at $1.00 per share                   |  | 500,000      |   | 50                         |   | 499,950                  |   | -                           |   | -                             |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Note receivable -
    related party in
   February 2003                                     |  | -            |   | -                          |   | -                        |   | -                           |   | -                             |  | (235,000)                         |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Interest
    receivable - related party                                                     |  | -            |   | -                          |   | -                        |   | -                           |   | -                             |  | -                                 |  | (3,074)             |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Common stock
    issued for cash in
   February, March and April 2003 at
   $1.00 per share |  | 800,000      |   | 80                         |   | 799,920                  |   | -                           |   | -                             |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Recapitalization
    for merger in April 
  2003                                            |  | 429,000      |   | 43                         |   | (43)                     |   | -                           |   | -                             |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Common stock
    issued for cash in
   May 2003 at $1.00 per share                          |  | 100,000      |   | 10                         |   | 99,990                   |   | -                           |   | -                             |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Common stock
    subscribed at $1.00 
  per share                                           |  | 1,500,000    |   | 150                        |   | 1,499,850                |   | (1,500,000)                 |   | -                             |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Collection of
    subscription receivable 
  in July 2003                                   |  | -            |   | -                          |   | -                        |   | 500,000                     |   | -                             |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Warrants issued
    for consulting 
  expense in April 2003                                 |  | -            |   | -                          |   | 1,274,848                |   | -                           |   | (1,274,848)                   |  | -                                 |  | -                   |  | -    
|                                                                                            |  |              |   |                            |   |                          |   |                             |   |                               |  |                                   |  |                     |  |      
|Common stock
    issued for cash in 
  July and August 2003 at $3.50 
  per share, net      |  | 502,714      |   | 50                         |   | 1,020,444                |   | -                           |   | -                             |  | -                                 |  | -                   |  | -    

See accompanying notes to the consolidated financial
statements.

F-6



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFOR THE PERIOD FROM JULY 17, 2002 (INCEPTION) THROUGH DECEMBER 31, 2003

|                                                                                 |  | Common Stock |   | Additional Paid-In Capital |   | Subscriptions Receivable |   | Deferred Consulting Expense |   | Note Receivable Related Party |   | Interest Receivable Related Party |   | Accumulated Deficit |   | Total      
|-------------------------------------------------------------------------------- |  | ------------ | - | -------------------------- | - | ------------------------ | - | --------------------------- | - | ----------------------------- | - | --------------------------------- | - | ------------------- | - | -----------
|                                                                                 |  | Shares       |   | Amount                     |   |                          |   |                             |   |                               |  
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|Warrants issued
    with the sale of
   common stock in July and 
   August 2003 |  | -            |   | -                          |   | 563,056                  |   | -                           |   | -                             |   | -                                 |   | -                   |   | -          
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|Common stock
    issued for services 
   in August and September 2003            |  | 175,000      |   | 17                         |   | 1,298,233                |   | -                           |   | (1,298,250)                   |   | -                                 |   | -                   |   | -          
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|Common stock
    issued for settlement                                           |  | 60,000       |   | 6                          |   | 464,994                  |   | -                           |   | -                             |   | -                                 |   | -                   |   | -          
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|Cancellation of
    subscription 
  receivable                                   |  | (1,000,000)  |   | (100)                      |   | (999,900)                |   | 1,000,000                   |   | -                             |   | -                                 |   | -                   |   | -          
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|Common stock
    issued for cash in
   October 2003 at $6.00 per 
   share, net  |  | 904,334      |   | 90                         |   | 2,896,206                |   | -                           |   | -                             |   | -                                 |   | -                   |   | -          
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|Warrants issued
    with the sale of
   common stock in October 2003             |  | -            |   | -                          |   | 1,962,114                |   | -                           |   | -                             |   | -                                 |   | -                   |   | -          
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|Warrants issued
    for consulting
   expense in December 2003                   |  | -            |   | -                          |   | 29,761                   |   | -                           |   | (29,761)                      |   | -                                 |   | -                   |   | -          
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|Options issued
    for consulting services
   in August and November 2003        |  | -            |   | -                          |   | 181,010                  |   | -                           |   | (181,010)                     |   | -                                 |   | -                   |   | -          
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|Amortization of
    deferred consulting
   expenses                              |  | -            |   | -                          |   | -                        |   | -                           |   | 1,427,336                     |   | -                                 |   | -                   |   | -          
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|Net loss:                                                                        |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|July 17, 2002
    (inception) through
   December 31, 2002                       |  | -            |   | -                          |   | -                        |   | -                           |   | -                             |   | -                                 |   | -                   |   | (407,803)  
|Year ended
    December 31, 2003                                                 |  | -            |   | -                          |   | -                        |   | -                           |   | -                             |   | -                                 |   | -                   |   | (4,670,321)
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            
|BALANCE,
    DECEMBER 31, 2003                                                   |  | 18,538,303   | $ | 1,853                      | $ | 16,347,381               | $ | -                           | $ | (1,356,533)                   | $ | (235,000)                         | $ | (3,074)             | $ | (5,078,124)
|                                                                                 |  |              |   |                            |   |                          |   |                             |   |                               |   |                                   |   |                     |   |            

See accompanying notes to the consolidated financial
statements.

F-7



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                |   | For the Year Ended
    December 31, 2003 |   | For the Period From
    July 17, 2002 (Inception) Through December 31, 2002 |   | For the Two Months Ended December 31, 2002 |   | For the Period From
    July 17, 2002 (Inception) Through October 31, 2002 |   | For the Period From
    July 17, 2002 (Inception) Through
    December 31, 2003
|------------------------------------------------------------------------------- | - | ---------------------------------------- | - | --------------------------------------------------------------------------- | - | ------------------------------------------ | - | -------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------
|CASH FLOWS FROM OPERATING
    ACTIVITIES:                                       |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|Net loss                                                                        | $ | (4,670,321)                              | $ | (407,803)                                                                   | $ | (210,223)                                  | $ | (197,580)                                                                  | $ | (5,078,124)                                                                    
|Adjustments to reconcile net loss to net cash used
    in operating activities: |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|Depreciation expense                                                            |   | 3,447                                    |   | 569                                                                         |   | 569                                        |   | -                                                                          |   | 4,016                                                                          
|Amortization of deferred consulting expense                                     |   | 1,427,336                                |   | -                                                                           |   | -                                          |   | -                                                                          |   | 1,427,336                                                                      
|Common stock issued for services                                                |   | 465,000                                  |   | -                                                                           |   | -                                          |   | -                                                                          |   | 465,000                                                                        
|Other non-cash expense                                                          |   | 4,112                                    |   | (4,112)                                                                     |   | (4,112)                                    |   | -                                                                          |   | -                                                                              
|Changes in operating assets and
    liabilities:                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|Due from related party                                                          |   | -                                        |   | -                                                                           |   | 6,000                                      |   | (6,000)                                                                    |   | -                                                                              
|Non-trade receivable                                                            |   | -                                        |   | -                                                                           |   | 10,000                                     |   | (10,000)                                                                   |   | -                                                                              
|Prepaid expenses and other assets                                               |   | (321,871)                                |   | (4,977)                                                                     |   | (4,977)                                    |   | -                                                                          |   | (326,848)                                                                      
|Accrued expenses                                                                |   | 549,879                                  |   | -                                                                           |   | (35,939)                                   |   | 35,939                                                                     |   | 549,879                                                                        
|Net Cash Used In Operating Activities                                           |   | (2,542,418)                              |   | (416,323)                                                                   |   | (238,682)                                  |   | (177,641)                                                                  |   | (2,958,741)                                                                    
|                                                                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|CASH FLOWS FROM INVESTING
    ACTIVITIES:                                       |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|Deposit on purchase of machinery                                                |   | (4,000,976)                              |   | -                                                                           |   | -                                          |   | -                                                                          |   | (4,000,976)                                                                    
|Purchases of fixed assets                                                       |   | (11,317)                                 |   | (16,976)                                                                    |   | (16,976)                                   |   | -                                                                          |   | (28,293)                                                                       
|Acquisition of license                                                          |   | (200,000)                                |   | (500,000)                                                                   |   | -                                          |   | (500,000)                                                                  |   | (700,000)                                                                      
|Note receivable and accrued
    interest -related party                         |   | (238,074)                                |   | -                                                                           |   | -                                          |   | -                                                                          |   | (238,074)                                                                      
|Net Cash Used In Investing Activities                                           |   | (4,450,367)                              |   | (516,976)                                                                   |   | (16,976)                                   |   | (500,000)                                                                  |   | (4,967,343)                                                                    
|                                                                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|CASH FLOWS FROM FINANCING
    ACTIVITIES:                                       |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|Sales of common stock                                                           |   | 8,041,961                                |   | 1,058,404                                                                   |   | 281,692                                    |   | 776,712                                                                    |   | 9,100,365                                                                      
|Net Cash Provided By Financing Activities                                       |   | 8,041,961                                |   | 1,058,404                                                                   |   | 281,692                                    |   | 776,712                                                                    |   | 9,100,365                                                                      
|                                                                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|NET INCREASE IN CASH                                                            |   | 1,049,176                                |   | 125,105                                                                     |   | 26,034                                     |   | 99,071                                                                     |   | 1,174,281                                                                      
|                                                                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|CASH - BEGINNING OF PERIOD                                                      |   | 125,105                                  |   | -                                                                           |   | 99,071                                     |   | -                                                                          |   | -                                                                              
|                                                                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|CASH - END OF PERIOD                                                            | $ | 1,174,281                                | $ | 125,105                                                                     | $ | 125,105                                    | $ | 99,071                                                                     | $ | 1,174,281                                                                      
|                                                                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|Common stock issued for
    license valued at $1.00 per share                   | $ | 500,000                                  | $ | 3,500,000                                                                   | $ | -                                          | $ | 3,500,000                                                                  | $ | 4,000,000                                                                      
|                                                                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|Warrants issued for deferred
    consulting services                            | $ | 1,284,848                                | $ | -                                                                           | $ | -                                          | $ | -                                                                          |   | 1,284,848                                                                      
|                                                                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|Common stock issued for
    deferred consulting expenses                        | $ | 1,308,250                                | $ | -                                                                           | $ | -                                          | $ | -                                                                          |   | 1,308,250                                                                      
|                                                                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|Options issued for deferred
    consulting services                             | $ | 99,636                                   | $ | -                                                                           | $ | -                                          | $ | -                                                                          |   | 99,636                                                                         
|                                                                                |   |                                          |   |                                                                             |   |                                            |   |                                                                            |   |                                                                                
|Common stock issued to
    consultant to settle contract 
  dispute             | $ | 60,000                                   | $ | -                                                                           | $ | -                                          | $ | -                                                                          |   | 60,000                                                                         

See accompanying notes to the consolidated financial
statements.

F-8



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

NOTE 1BACKGROUND AND BASIS OF PRESENTATION



DDS Technologies USA, Inc. (formerly Fishtheworld
    Holdings, Inc.) and subsidiary (the "Company") is a development stage
    company with no revenues since its inception on July 17, 2002. The Company
    has been engaged in the process of obtaining the license rights and
    exclusive marketing rights for North America, Central America, the Caribbean
    (excluding Cuba), South America and Africa for a dry disaggregation system,
    which is a system that converts certain waste into value added products for
    further processing or resale.



Since its inception, the Company has been dependent upon
    the receipt of capital investment to fund its continuing activities. In
    addition to the normal risks associated with a new business venture, there
    can be no assurance that the Company's product development will be
    successfully completed or that it will be a commercial success. The
    Company's ability to execute its business plan will depend on its ability to
    obtain additional financing and achieve a profitable level of operations.
    There can be no assurance that sufficient financing will be obtained. Nor
    can the Company give any assurance that it will generate substantial
    revenues or that its business operations will prove to be profitable.



On November 14, 2002, Black Diamond Industries, Inc.,
    ("Black Diamond") a public Florida corporation, conducting no business other
    than to seek a suitable acquisition partner, acquired all of the outstanding
    shares of common stock of DDS Holdings, Inc., a Nevada company pursuant to a
    securities exchange agreement dated October 27, 2002. Under the terms of the
    securities exchange agreement, the stockholders of DDS Holdings, Inc. agreed
    to transfer all of the issued and outstanding shares of common stock in
    exchange for an aggregate of 12,915,525 shares of common stock, or
    approximately 93% of Black Diamond. Immediately prior to, and in conjunction
    with the transaction, the sole director and officer and majority shareholder
    of Black Diamond returned 13,564,350 shares of common stock to treasury.



In December 2002, the Company changed its name to DDS
    Technologies USA, Inc. and reincorporated in the state of Delaware.



Under a share exchange agreement entered into on April 4,
    2003, Fishtheworld Holdings, Inc. ("Fishtheworld") a public Florida
    corporation conducting no business other than to seek a suitable acquisition
    partner, acquired 88.5% of DDS Technologies USA, Inc. in exchange for
    15,367,255 shares of common stock or approximately 97% of the then issued
    and outstanding shares of Fishtheworld. DDS Technologies USA, Inc. also paid
    a cash consideration of $200,000 to the shareholders of Fishtheworld, which
    has been accounted for as merger costs in the December 31, 2003 statement of
    operations. Immediately prior to the share exchange, the majority
    shareholder of Fishtheworld returned 8,571,000 shares to treasury and
    resigned as the sole director and officer of Fishtheworld. The members of
    the Board of Directors of the Company became members of the Board of
    Directors of Fishtheworld. DDS Technologies USA, Inc. adopted the December
    31st year-end of Fishtheworld.

F-9



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

In May 2003, Fishtheworld changed its name to DDS
    Technologies, USA, Inc. and reincorporated in the state of Nevada. As a
    result of the reincorporation, the Company's par value for its preferred and
    common stock changed to $.0001 per share.



Generally accepted accounting principles in the United
    States of America require that a company whose stockholders retain a
    majority interest in a business combination be treated as the acquirer for
    accounting purposes. Since Black Diamond and Fishtheworld were public shells
    and DDS Holdings, Inc. is a development stage company with no revenues, the
    transactions were treated as recapitalizations of the Company.



NOTE 2     SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES AND ORGANIZATION



(A) Principles of Consolidation



The accompanying consolidated financial statements
    include the accounts of DDS Technologies USA, Inc. and its wholly owned
    subsidiary. All material intercompany accounts and transactions have been
    eliminated.



(B) Fair Value of Financial Instruments



The carrying amounts of the Company's financial
    instruments, including cash, note receivable and accrued liabilities
    approximates their fair value because of their relatively short-term nature.



(C) Fixed Assets



Office and computer equipment are recorded at cost and
    are depreciated using the straight-line method over their estimated life of
    five years. The cost of additions and betterments are capitalized, and
    repairs and maintenance costs are charged to operations in the periods
    incurred. When depreciable assets are retired or sold, the cost and related
    allowances for depreciation are removed from the accounts and the gain or
    loss is recognized.



(D) License



The license is recorded at its acquisition cost as
    described in Note 5. Under the terms of the agreement, the license has a
    20-year life, which expires in May 2022, and will be amortized over the
    expiration term when the Company commences operations which generate
    revenues.



(E) Use of Estimates



The preparation of the consolidated financial statements
    in conformity with accounting principles generally accepted in the United
    States of America requires management to make

F-10



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

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



(F) Impairment of Long-Lived Assets



In August 2001, the Financial Accounting Standards Board
    ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
    144, Accounting for the Impairment or Disposal of Long-Lived Assets.
    This pronouncement superceded SFAS No. 121, Accounting for the Impairment
    of Long-Lived Assets and Long-Lived Assets to be Disposed of and was
    required to be adopted on January 1, 2002. SFAS No. 144 retained the
    fundamental provisions of SFAS No. 121 as it related to assets to be held
    and used and assets to be sold. SFAS No. 144 requires impairment losses to
    be recorded on assets to be held and used by the Company when indicators of
    impairment are present and the undiscounted cash flows estimated to be
    generated by those assets are less than the carrying amount of the assets.
    When an impairment loss is required for assets to be held and used by the
    Company, the related assets are adjusted to their estimated fair value. Fair
    value represents the amount at which an asset could be bought or sold in a
    current transaction between willing parties, that is, other than a forced or
    liquidation sale.



The estimation process involved in determining if assets
    have been impaired and in the determination of fair value is inherently
    uncertain because it requires estimates of current market yields as well as
    future events and conditions. Such future events and conditions include
    economic and market conditions, as well as availability of suitable
    financing to fund acquisition and development activities. The realization of
    the Company's revenue producing assets is dependent upon future uncertain
    events and conditions, and accordingly, the actual timing and amounts
    realized by the Company may be materially different from their estimated
    value.



The Company's management believes there is no impairment
    of its long-lived assets as the estimate of future undiscounted cash flows
    exceeds the carrying amount of the assets.



(G) Loss Per Common Share

Net loss per common share (basic and diluted) is based on
    the net loss divided by the weighted average number of common shares
    outstanding during each period. Common stock equivalents were not included
    in the calculation of diluted loss per share as their effect would be anti-dilutive.

F-11







DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

(H) Income Taxes



Deferred tax assets and liabilities are recognized for
    the future tax consequences attributable to differences between the
    financial statement carrying amounts of existing assets and liabilities and
    their respective tax bases. Deferred tax assets and liabilities are measured
    using enacted tax rates expected to apply to taxable income in the years in
    which those temporary differences are expected to be recovered or settled.
    The effect on deferred tax assets and liabilities of a change in tax rates
    is recognized in income in the period that includes the enactment date.



(I) Stock-Based Compensation



The Company accounts for its stock-based employee
    compensation plans using the intrinsic value based method, under which
    compensation cost is measured as the excess of the stock's market price at
    the grant date over the amount an employee must pay to acquire the stock.
    Stock options and warrants issued to non-employees are accounted for using
    the fair value based method, under which the expense is measured as the fair
    value of the security at the date of grant based on the Black-Scholes
    pricing model.



(J) Recent Accounting Pronouncements



In January 2003, (as revised in December 2003) The
    Financial Accounting Standards Board ("FASB") issued Interpretation No. 46,
    "Consolidation of Variable Interest Entities", an interpretation of
    Accounting Research Bulletin ("ARB") No. 51, "Consolidated Financial
    Statements". Interpretation No. 46 addresses consolidation by business
    enterprises of variable interest entities, which have one or both of the
    following characteristics: (i) the equity investment at risk is not
    sufficient to permit the entity to finance its activities without additional
    subordinated support from other parties, which is provided through other
    interest that will absorb some or all of the expected losses of the entity;
    (ii) the equity investors lack one or more of the following essential
    characteristics of a controlling financial interest: the direct or indirect
    ability to make decisions about the entities activities through voting
    rights or similar rights; or the obligation to absorb the expected losses of
    the entity if they occur, which makes it possible for the entity to finance
    its activities; the right to receive the expected residual returns of the
    entity if they occur, which is the compensation for the risk of absorbing
    the expected losses.



Interpretation No. 46, as revised, also requires expanded
    disclosures by the primary beneficiary (as defined) of a variable interest
    entity and by an enterprise that holds a significant variable interest in a
    variable interest entity but is not the primary beneficiary.



Interpretation No. 46, as revised, applies to small
    business issuers no later than the end of the first reporting period that
    ends after December 15, 2004. This effective date includes those

F-12



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

entities to which Interpretation 46 had previously been
    applied. However, prior to the required application of Interpretation No.
    46, a public entity that is a small business issuer shall apply
    Interpretation 46 or this Interpretation to those entities that are
    considered to be special-purpose entities no later than as of the end of the
    first reporting period that ends after December 15, 2003.



Interpretation No. 46 may be applied prospectively with a
    cumulative-effect adjustment as of the date on which it is first applied or
    by restating previously issued financial statements for one or more years
    with a cumulative-effect adjustment as of the beginning of the first year
    restated.



In June 2003, the FASB issued an Exposure Draft for a
    proposed SFAS entitled "Qualifying Special Purpose Entities ("QSPE") and
    Isolation of Transferred Assets", an amendment of SFAS No. 140 ("The
    Exposure Draft"). The Exposure Draft is a proposal that is subject to change
    and as such, is not yet authoritative. If the proposal is enacted in its
    current form, it will amend and clarify SFAS 140. The Exposure Draft would
    prohibit an entity from being a QSPE if it enters into an agreement that
    obligated a transferor of financial assets, its affiliates, or its agents to
    deliver additional cash or other assets to fulfill the special-purposes
    entity's obligation to beneficial interest holders.



In April 2003, the FASB issued SFAS No. 149, "Amendment
    of Statement 133 on Derivative Instruments and Hedging Activities". SFAS No.
    149 amends and clarifies financial accounting and reporting for derivative
    instruments, including certain derivative instruments embedded in other
    contracts (collectively referred to as derivatives) and for hedging
    activities under SFAS No. 133, "Accounting for Derivative Instruments and
    Hedging Activities". The changes in SFAS No. 149 improve financial reporting
    by requiring that contracts with comparable characteristics be accounted for
    similarly. This statement is effective for contracts entered into or
    modified after December 31, 2003 and all of its provisions should be applied
    prospectively.



In May 2003, the FASB issued SFAS No. 150, "Accounting
    For Certain Financial Instruments with Characteristics of both Liabilities
    and Equity". SFAS No. 150 changes the accounting for certain financial
    instruments with characteristics of both liabilities and equity that, under
    previous pronouncements, issuers could account for as equity. The new
    accounting guidance contained in SFAS No. 150 requires that those
    instruments be classified as liabilities in the balance sheet.



SFAS No. 150 affects the issuer's accounting for three
    types of freestanding financial instruments. One type is mandatorily
    redeemable shares, which the issuing company is obligated to buy back in
    exchange for cash or other assets. A second type includes put options and
    forward purchase contracts, which involves instruments that do or may
    require the issuer to buy back some of its shares in exchange for cash or
    other assets. The third type of

F-13



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

instruments that are liabilities under this Statement is
    obligations that can be settled with shares, the monetary value of which is
    fixed, tied solely or predominantly to a variable such as a market index, or
    varies inversely with the value of the issuers' shares. SFAS No. 150 does
    not apply to features embedded in a financial instrument that is not a
    derivative in its entirety.

Most of the provisions of Statement 150 are consistent
    with the existing definition of liabilities in FASB Concepts Statement No.
    6, "Elements of Financial Statements". The remaining provisions of this
    Statement are consistent with the FASB's proposal to revise that definition
    to encompass certain obligations that a reporting entity can or must settle
    by issuing its own shares. This Statement shall be effective for financial
    instruments entered into or modified after May 31, 2003 and otherwise shall
    be effective at the beginning of the first interim period beginning after
    June 15, 2003, except for mandatorily redeemable financial instruments of a
    non-public entity, as to which the effective date is for fiscal periods
    beginning after December 15, 2004.



Management does not expect the implementation of these
    recent pronouncements to have a material effect on the Company's
    consolidated financial position or results of operations.



(K) Concentrations



The Company maintains the majority of its cash balances
    in a financial institution located in Boca Raton, Florida. The balance in
    the institution is insured by the Federal Deposit Insurance Corporation up
    to $100,000. At December 31, 2003, the Company's uninsured cash amounted to
    $1,174,075.



NOTE 3     NOTE RECEIVABLE - RELATED PARTY



In February 2003 the Company entered into a $235,000
    short-term loan agreement with DDS Technologies LTD, a United Kingdom
    corporation. DDS Technologies LTD is an approximate 22% stockholder of the
    Company. The loan was for a maximum period of ninety days to be repaid with
    interest at a rate of 1.57% per annum. In the event that DDS Technologies
    LTD failed to repay the full amount due within 120 days, the Company had the
    right to demand issuance of shares of DDS Technologies LTD amounting to ten
    percent of their issued and outstanding shares. The Company has not demanded
    payment on the note nor have they demanded the issuance of shares of common
    stock of DDS Technologies LTD. Both parties have
    agreed to apply the amount due on the note to future purchases of equipment
    from DDS Technologies LTD. As DDS Technologies LTD is a significant
    stockholder of the Company, the note and interest receivable have been
    presented as a component of stockholders' equity in the accompanying
    consolidated balance sheet at December 31, 2003. During 2003, the note
    receivable, license agreement and common stock ownership in the Company was
    transferred from DDS Technologies LTD to High Speed Fragmentation BV ("HSF"),
    a private limited liability Netherland company.



F-14



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

NOTE 4     FIXED ASSETS



As of December 31, 2003 fixed assets consist of:





| | Computer equipment            | $ | 23,311 
| | ----------------------------- | - | -------
| | Office equipment              |   | 4,982  
| |                               |   | 28,293 
| | Less accumulated depreciation |   | (4,016)
| |                               |   |        
| | Fixed Assets, Net             | $ | 24,277 





Depreciation expense for the year ended December 31, 2003
    and for the period from July 17, 2002 (inception) through December 31, 2002
    amounted to $3,447 and $569, respectively.



NOTE 5     LICENSE



On August 29, 2002, the Company (the licensee) entered
    into an exclusive license agreement with DDS Technologies LTD. The initial
    license agreement, which expires on May 28, 2022, provides for the exclusive
    North, South, Central American and Caribbean (excluding Cuba) rights to the
    pending patent, #02425336.1, which was filed with the European patent office
    on May 28, 2002. The patent relates to the Longitudinal Micrometric
    Separator for Classifying Solid Particulate Materials. The terms of the
    agreement required the Company to pay at the time of signing $500,000 and
    3,500,000 shares of the common stock of the Company, which were paid during
    2002.



For the year ended December 31, 2003, the Company paid an
    additional $200,000 and issued an additional 500,000 shares of common stock
    valued at $1.00 per share to DDS Technologies LTD. for an extension of the
    license to include Africa, subject to certain exceptions. The 4,000,000
    shares of common stock owned by DDS Technologies LTD represents
    approximately a 22% ownership in the Company. During 2003, DDS Technologies
    LTD transferred its rights and obligations relating to the note receivable,
    license agreement and common stock ownership to HSF (See Note 3).



In accordance with the agreement, the Company is required
    to pay the licensor: (1) 49% of the net profits derived from the sale of
    products embodying the technology, (2) 24% of the
    net profits derived from the licensing and rental of products embodying the
    technology, and (3) 49% of the net profits derived from the sale of
    materials that are produced by machines embodying the technology and
    subsequently sold for use in producing certain value added products.
    Additionally, the Company is required to pay 2% of the net profits derived
    in (1) through (3) above to a charity designated by the licensor.

F-15



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2003

NOTE 6     DEPOSIT ON PURCHASE OF MACHINERY

The Company is in the process of negotiating a Sale and
    Purchase Agreement with HSF to purchase a total of eleven disaggregation
    machines at a price for each machine of euros 700,000 (approximately
    $764,610 US Dollars) Pursuant to the draft agreement, the Company has
    advanced a non-refundable deposit of $4,000,976 towards the purchase,
    delivery and installation of the initial five units on order. The Company is
    not committed to purchase the remaining six machines. The balance of the
    units will be ordered based on future sales requirements. This agreement is
    expected to be finalized during the second quarter of 2004.



NOTE 7     RELATED PARTY TRANSACTIONS



For the year ended December 31, 2003 and for the period
    from July 17, 2002 (inception) through December 31, 2002 the Company
    incurred consulting expenses of $537,000 and $67,000, respectively from
    stockholders of the Company. Also see Notes 3, 5 and 6 for additional
    related party transactions.



NOTE 8     INCOME TAXES



No provision for Federal and state income taxes has been
    recorded as the Company has start up costs and net operating loss
    carryforwards of approximately $5,000,000 to offset any future taxable
    income. Such carryforwards begin to expire in 2022. Under the Tax Reform Act
    of 1986, the amounts of and benefits from net operating losses and capital
    losses carried forward may be impaired or limited in certain circumstances.
    Events, which may cause limitations in the amount of net operating losses
    that the Company may utilize in any one year, include, but are not limited
    to, a cumulative ownership change of more than 50% over a three-year period.



The deferred tax asset as of December 31, 2003,
    consisting primarily of the tax effect of net operating loss carryforwards
    amounted to approximately $1,700,000. The Company has provided a full
    valuation allowance on the deferred tax asset as of December 31, 2003 to
    reduce such deferred tax assets to zero, as it is management's belief that
    realization of such amounts is not considered more likely than not.



NOTE 9     STOCK OPTIONS



The Company has established a Stock Option Plan (the
    "Plan") to attract, retain and motivate key employees, to provide an
    incentive for them to achieve long-range performance goals and to enable
    them to participate in the long-term growth of the Company. Options granted
    under the Plan may include non-qualified stock options as well as incentive
    stock option intended to qualify under Section 422A of the Internal Revenue
    Code. The aggregate number of shares that may be issued under the Plan or
    exercise of options must not exceed three million shares.

F-16



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

Each stock option agreement specifies when all or any
    installment of the option becomes exercisable.



In May and October 2003, the Company granted stock
    options to two executive employees. The Company applies Accounting
    Principles Board ("APB") Opinion 25, Accounting for Stock Issued to
    Employees, and related interpretations in accounting for option granted to
    employees. Under APB Opinion 25, if the exercise price of the Company's
    employee stock options equals or exceeds the market price of the underlying
    stock on the date of grant, no compensation cost is recognized. For the
    option granted in May 2003, the exercise price of each option equaled the
    market price of the Company's stock on the date of grant and an option
    expires in 10 years. For the option granted in October 2003, the exercise
    price of each option granted equaled the market price of the Company's stock
    on the date of grant and the options are fully vested three years from the
    date of grant.



In October 2003, the Company also granted stock options
    to the members of its Board of Directors. Each member was issued as
    compensation for their services, a stock option to purchase 50,000 shares at
    an exercise price of $8.00 per share.



SFAS No. 123, Accounting for Stock-Based Compensation, as
    amended by SFAS No. 148, Accounting for Stock-Based Compensation -
    Transition and Disclosure, requires the Company to provide pro forma
    information regarding net income and earnings per share for each period
    presented as if compensation cost for the Company's stock options had been
    determined in accordance with the fair value based method prescribed in SFAS
    No. 123. The Company estimates the fair value of each stock option at the
    grant date by using the Black-Scholes option pricing model with the
    following weighted average assumptions used for the grants in May 2003; no
    dividend yield for all years; expected volatility of 74%; risk-free interest
    rate of 3%, and an expected life of 5 years.



Under the accounting provisions of SFAS No. 123, as
    amended by SFAS No. 148, the Company's net loss and net loss per common
    share would have been as follows:





For the Year Ended
      December 31, 2003Net loss
      As Reported
      $
      4,670,321Pro Forma
      $
      5,776,232Net loss per common
      As Reported
      $
      (.26)share - basic and diluted
      Pro Forma
      $
      (.33)






F-17





DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

A summary of the status of the Company's option plans as
    of December 31, 2003 and the changes during the period ending on that date
    is presented below:





| |                                                                                    |   | Shares    |   | Weighted Average Exercise Price
| | ---------------------------------------------------------------------------------- | - | --------- | - | -------------------------------
| |                                                                                    |   |           |   |                                
| | Outstanding at inception                                                           |   | -         | $ | -                              
| | Granted                                                                            |   | 1,350,000 | $ | 6.37                           
| | Forfeited                                                                          |   | -         | $ | -                              
| | Outstanding at December 31,
    2003                                               |   | 1,350,000 | $ | 6.37                           
| |                                                                                    |   |           |   |                                
| | Options exercisable at
    December 31, 2003                                       |   | 450,000   |   |                                
| |                                                                                    |   |           |   |                                
| | Weighted average fair value
    of options granted to
   employees during the year | $ | 3.20      |   |                                





The following table summarizes information about the
    stock options outstanding at December 31, 2003:





| | Options Outstanding |                | Options Exercisable
| | ------------------- | -------------- | -------------------
| |                     | Exercise Price |                    
| |                     |                |                    
| | $                   | 5.00           |                    
| | $                   | 7.00           |                    
| | $                   | 8.00           |                    



NOTE 10     SALES OF COMMON STOCK AND INVESTMENT
BANKING AGREEMENT



|(A) | On April 23, 2003, the Company entered into a one-year
    agreement with a consulting company for investment banking and other related
    services. Pursuant to this agreement, the Company issued to the consulting
    company a stock purchase warrant exercisable for a period of five years to
    acquire 500,000 shares of the Company's common stock at an exercise price of
    $6.50 per share. The warrant was valued using the Black-Scholes pricing
    model and resulted in a fair value of $1,274,848. The amount is being
    amortized over the life of the agreement resulting in consulting expense of
    $849,899 for the year ended December 31, 2003. The remaining unamortized
    balance of $424,949 is presented in the accompanying condensed consolidated
    balance sheet as a contra to equity which is included in deferred consulting
    expense.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-18



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

The agreement also provides that when the consulting
      company serves as a placement agent for the issuance and sale of
      securities, the Company will pay 10% of the money raised and also issue
      warrants to purchase common stock equal to 5% of the number of shares of
      common stock sold. The exercise price of the warrants will be the same
      price that the investors purchased the common stock for. In connection
      with the stock sold in the year ended December 31, 2003, the Company paid
      a $743,550 in commissions to the consulting company and issued stock
      purchase warrants in July and October of 2003 exercisable for three years
      to acquire 25,000 and 36,000 shares, respectively of the Company's common
      stock at an exercise price of $7.00 and $8.00 per share, respectively. The
      warrants were valued using the Black-Scholes pricing model and resulted in
      a fair value of $56,002 and $142,585, respectively. The value of the
      warrants is included in additional paid-in capital.



|(B) | In April and June 2003, the Company signed
    various subscription agreements for the sale of 1,500,000 shares of common
    stock at $1.00 per share aggregating $1,500,000. On July 23, 2003, the
    Company collected $500,000 in connection with the subscriptions receivable.
    In October 2003, the Company cancelled the remaining subscription agreement
    due to non-payment and is subsequently cancelled the related shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(C) | In July and August 2003, the Company
    entered into stock purchase agreements with several accredited investors for
    additional equity capital. The Company raised a total of $1,759,500
    ($1,583,550 net of commissions). The agreements provide for the purchase of
    the Company's common stock at $3.50 per share plus warrants equal to
    one-half of the number of shares purchased. The warrants are exercisable at
    any time for a period of 3 years at an exercise price of $7.00 per share.
    The total shares issued were 502,714 and warrants for another 251,357
    shares. The warrants were valued using the Black-Scholes pricing model and
    resulted in a fair value of $563,056. The net proceeds of $1,583,550 were
    allocated between the fair value of the warrants issued with the common
    stock ($563,056) and the common stock ($1,020,494). The Company granted
    registration rights to the investors and incurred penalties for late
    registration (See Note 12(B)).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(D) | On October 17, 2003 the Company entered
    into stock purchase agreements with several accredited investors for the
    sale of common stock. The Company sold 904,334 shares and raised a total of
    $5,426,004 ($4,858,410 net of commissions). The agreement provides for the
    purchase of Company shares at $6.00 per share plus warrants equal to
    one-half of the number of shares purchased. The warrants are exercisable at
    any time for a period of three years at a strike price of $8.00 per share.
    The total shares issued were 904,334 and warrants for another 452,167
    shares. The warrants were valued using the Black-Scholes pricing model and
    resulted in a fair value of $1,962,114. The net proceeds of $4,858,410 were
    allocated between the fair value of the warrants issued with the common
    stock ($1,962,114) and the common stock ($2,896,206).                                                                                                                     



F-19





DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2003

NOTE 11     CONSULTING AND MARKETING AGEEMENTS



On August 14, 2003 the Company entered into a one-year
    agreement with a marketing company. As part of the agreement, the marketing
    company will be responsible to provide business advisory and various other
    investment and marketing services. For these services, the Company is paying
    monthly cash consideration of $5,000. In addition, the Company will issue
    10,000 shares of restricted common stock per quarter. The first 10,000
    shares were issued upon signing the agreement and 10,000 shares are due to
    be issued at December 31, 2003. Based on the closing market price of the
    Company's common stock on the contractual dates of the agreement, $126,564
    was expensed to consulting fees for the year ended December 31, 2003 and
    $74,500 is included in accrued professional fees at December 31, 2003 for
    the shares due. The Company further agreed to issue 35,000 stock options per
    quarter with a strike price of $8.00 per share, expiring 3 years from the
    date of grant. The Company issued 35,000 stock options for the quarter ended
    September 30, 2003 and 35,000 options for the quarter ended December 31,
    2003. The Company estimates the fair value of the stock options at the grant
    date by using the Black-Scholes option-pricing model with the following
    weighted average assumptions: no dividend yield for all years; expected
    volatility of 77%; risk-free interest rate of 3% and an expected life of 3
    years, resulting in a fair value of $181,010. The amount is being amortized
    over the life of the agreement resulting in consulting expense of $122,823
    for the year ended December 31, 2003. The remaining unamortized balance of
    $58,187 is presented in the consolidated balance sheet as deferred
    consulting expense.



On August 15, 2003 the Company entered into a six-month
    agreement with an investment consulting company. As part of the agreement,
    this consulting company will disseminate information about the Company to
    its investors, brokerage firms and others in the financial community. As
    compensation for these services, the Company paid cash consideration of
    $10,000 upon signing and will pay $5,000 per month thereafter. In addition
    the Company has issued 15,000 restricted shares of the Company's common
    stock. Based on the closing market price of the Company's common stock on
    date of agreement, the Company has recognized $57,931 in consulting fee
    expense for the year ended December 31, 2003, and has deferred $19,320 of
    expenses.



On September 12, 2003 the Company entered into a one-year
    agreement with a financial consulting firm. As part of the agreement, the
    consulting firm will provide analytical review of the Company's financial
    information and will assist the Company as its financial advisor and
    investment banker. As compensation for these services, the Company has
    issued 100,000 restricted shares of common stock. Based on the closing
    market price of the Company's common stock on the date of the agreement, the
    Company has recognized $225,725 in

F-20



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

consulting fee expense for the year ended December 31,
    2003 and has deferred $548,275 of expenses.



On September 19, 2003 the Company entered into a one-year
    agreement with an individual. As part of the agreement, the individual will
    provide a list of names of potential investors as well as provide other
    services for the Company. As compensation for these services the Company has
    issued 50,000 shares of restricted common stock. Based on the closing market
    price of the Company's common stock on the date of the agreement, the
    Company has recognized $115,174 in consulting fee expense for the year ended
    December 31, 2003, and has deferred $279,826 of expenses.



On December 8, 2003 the Company entered into an
    eight-month agreement with a marketing company. As part of the agreement,
    the marketing company will be responsible to provide business advisory and
    various other investment and marketing services. For these services, the
    Company is paying monthly cash consideration of $5,000. In addition, the
    Company is contractually committed to issue warrants for the purchase of
    10,000 shares of common stock at an exercise price of $9.00 per share. The
    warrants are exercisable until December 7, 2005. The warrants were valued
    using the Black-Scholes pricing model and resulted in a fair value of
    $29,761. The amount is amortized over the life of the agreement resulting in
    consulting expense of $3,720 for the year ended December 31, 2003. The
    remaining unamortized balance of $26,041 is presented in the consolidated
    balance sheet included in deferred consulting expense. As of February 3,
    2004, the warrants have not been issued. In February 2004, the Company also
    will issue warrants for the purchase of an additional 50,000 shares at an
    exercise price of $9.00, exercisable until February 8, 2006.



NOTE 12     COMMITMENT AND CONTINGENCIES



(A) Lease Commitment



The Company leases its office space under a
    non-cancelable operating lease agreement for a five-year term ending in
    December 2007. Minimum future lease payments for the next four years are as
    follows:





Years Ending December 31.2004
    $
    54,1802005
    
    55,7882006
    
    57,4082007
    
    14,760$
    182,136






F-21



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

Rent expense for the year ended December 31, 2003 and for
    the period from July 17, 2002 (inception) through December 31, 2002 amounted
    to $44,027 and $0, respectively.



(B) Contingencies



The Company granted registration rights to certain
    investors in the July 2, 2003 private placement of securities (See Note
    10(C)). Under those rights, if the Company did not file a registration
    statement within 45 days of closing, the Company owes the investors an
    aggregate of approximately $13,000 per month in penalties. The Company began
    incurring those penalties on August 16, 2003. The registration statement was
    filed on November 12, 2003. The Company has accrued $37,611 of penalties for
    the year ended December 31, 2003, which are included in accrued expenses at
    December 31, 2003.



(C) Litigation



The Company is a defendant in a lawsuit whereby the
    plaintiff contends that it is entitled to a commission for allegedly
    procuring financing for a transaction. The Company filed a Motion to Dismiss
    the plaintiff's complaint, which has not yet been set for hearing. The
    plaintiff seeks damages totaling $175,584 plus interest from December 31,
    2002. The Company believes the suit is without merit and is vigorously
    defending its position. In the opinion of management, this suit will not
    have a material effect on the Company's consolidated financial position or
    results of operations.

The Company has received a potential claim from two
    shareholders alleging that the Company failed to register their shares for
    resale in the Company's last registration statement, filed on Form S-1 under
    the Securities Act of 1933, as amended on November 12, 2003
    and an amendment thereto on December 13, 2003.  In addition, these
    shareholders have alleged that they were induced erroneously into
    surrendering shares of DDS Holdings, Inc. in connection with the
    reorganization into Black Diamond Industries, Inc.  Although the
    Company believes that it has defenses to these alleged actions, the Company
    is attempting to reach an amicable settlement for these claims.  There
    can be no assurance that these disputes will be favorably resolved, if at
    all, or that these claims will not have a material adverse effect on the
    Company.  The Company does not believe a provision is necessary at
    December 31, 2003 for this matter.



NOTE 13     SETTLEMENT AGREEMENT



In October 2003, the Company settled a contract dispute
    with a consultant by issuing 60,000 shares of common stock. The settlement
    value was $465,000 and was determined based on the closing price of the
    Company's common stock on the settlement date. The amount is included in
    professional fees in the accompanying consolidated statements of operations
    for the year ended December 31, 2003.



NOTE 14     OTHER AGREEMENTS



On August 1, 2003, the Company entered into a
    Pre-Formation agreement with an Iowa ethanol producer. Under the terms of
    this agreement, a limited liability company will be formed to work together
    to convert corn stover and other waste materials into intermediate products
    for further processing into ethanol for resale. The Company will install one
    of its dry disaggregation technology units in the ethanol producer's
    facility in Iowa.



On September 12, 2003, the Company entered into a
    one-year Letter of Intent with a Florida Cooperative of citrus growers.
    Under the terms of this letter, the cooperative will lease space

F-22



DDS TECHNOLOGIES USA, INC.
(FORMERLY FISHTHEWORLD HOLDINGS, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003

in its facility without charge and the Company will
    install one of its dry disaggregation technology units for the processing of
    citrus pomace into feed by-products.



NOTE 15     SUBSEQUENT EVENT



On January 9, 2004, the Company entered into a Memorandum
    of Understanding ("MOU") with a large Colombian sugar producer. Under the
    terms of the MOU, a joint venture pilot program will be developed in which
    the Company will provide and install one of its dry disaggregation
    technology unit for the production on ethanol in the sugar producer's
    facility in Colombia.



F-23



SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

| | DDS TECHNOLOGIES
    USA, INC.
| | ------------------------------
| |                               
| | By:                           
| |                               

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.

|SIGNATURE                      | TITLE                          | DATE          
|------------------------------ | ------------------------------ | --------------
|                               |                                |               
|/s/ SPENCER L.
    STERLING    | President, Chief
    Executive | April 14, 2004
|Spencer L. Sterling            | Officer, Director              |               
|                               |                                |               
|/s/ JOSEPH
    FASCIGLIONE     | Chief Financial
    Officer,   | April 14, 2004
|Joseph Fasciglione             |                                |               
|                               |                                |               
|/s/ BEN
    MARCOVITCH         | Director                       | April 14, 2004
|Ben Marcovitch                 |                                |               
|                               |                                |               
|/s/ UMBERTO
    MANOLA         | Director                       | April 14, 2004
|Umberto Manola                 |                                |               
|                               |                                |               
|/s/ LEO PAUL
    KOULOS        | Director                       | April 14, 2004
|Leo Paul Koulos                |                                |               
|                               |                                |               
|/s/ JAMES R. VON
    DER HEYDT | Director                       | April 14, 2004
|James R. von der
    Heydt     |                                |               
|                               |                                |               
|/s/ DR. MARC
    MALLIS, M.D.  | Director                       | April 14, 2004
|Dr. Marc Mallis,
    M.D.      |                                |               



25



EXHIBIT INDEX



|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1 *   |  | Articles of Incorporation of DDS Technologies USA, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.2 *   |  | By-laws of DDS Technologies USA, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.1 *  |  | Registration Rights Agreement by and among DDS Technologies USA, Inc. and
    certain shareholders (incorporated by reference to Exhibit 10.2 of the
    Company's Form 8-K filed July 15, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.2 *  |  | Securities Exchange Agreement by and among Fishtheworld Holdings, Inc., a
    Florida corporation, and the shareholders of DDS Technologies USA, Inc., a
    Delaware corporation (incorporated by reference to Exhibit 10.3 of the
    Company's Schedule 13D filed April 14, 2003).                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.3 *  |  | Agreement and Plan of Merger by and between Fishtheworld, Inc. and DDS
    Technologies USA, Inc. (incorporated by reference to Exhibit 2.3 to the
    Company's Form 8-K filed on June 6, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.4 *  |  | Share Purchase Agreement by and among the Company and Worthington Growth
    L.P., CD Investment Partners Ltd., EDJ Limited, Porter Partners, L.P., Nob
    Hill Capital Partners L.P., Adams Select and Choice Investment Management,
    Omicron Master Trust dated June 30, 2003 (incorporated by reference to
    Exhibit 10.1 to the Company's Form 8-K filed July 15, 2003).                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.5 *  |  | Registration Rights Agreement by and among the Company and Worthington
    Growth L.P., CD Investment Partners Ltd., EDJ Limited, Porter Partners,
    L.P., Nob Hill Capital Partners L.P., Adams Select and Choice Investment
    Management, Omicron Master Trust (incorporated by reference to Exhibit 10.2
    tp the Company's Form 8-K filed on July 15, 2003).                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.6 *  |  | Securities Purchase Agreement by and among the Company and Platinum Partners
    Value Arbitrage Fund L.P., Dolphin Offshore Partners LP, Torrey Pines Master
    Fund, Crescent International Ltd., Castle Creek Technology Partners LLC,
    Choice Investment Management, Vertical Ventures Investment LLC, Otape
    Investments LLC, CD Capital, Paul J. Duggan, Storestreet LP, Greenwich
    Growth Fund Ltd., Omicron Master Fund, Micro Capital Fund Ltd., Micro
    Capital Fund LP, dated October 22, 2003 (incorporated by reference to
    Exhibit 10.2 to the Company's Form 8-K filed October 24, 2003).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.7 *  |  | Registration Rights Agreement by and among the Company and Platinum Partners
    Value Arbitrage Fund L.P., Dolphin Offshore Partners LP, Torrey Pines Master
    Fund, Crescent International Ltd., Castle Creek Technology Partners LLC,
    Choice Investment Management, Vertical Ventures Investment LLC, Otape
    Investments LLC, CD Capital, Paul J. Duggan, Storestreet LP, Greenwich
    Growth Fund Ltd., Omicron Master Fund, Micro Capital Fund Ltd., Micro
    Capital Fund LP (incorporated by reference to Exhibit 10.2 to the Company's
    Form 8-K filed on October 24, 2003).                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.8 *  |  | Employment agreement by and between DDS Technologies USA, Inc. and Spencer
    Sterling dated October 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.9 *  |  | Employment agreement by and between DDS Technologies USA, Inc. and Kevin
    Franklin dated May 15, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.10   |  | Form of First Amended and Restated
    Consulting Services Agreement, by and between DDS Technologies USA, Inc., a
    Nevada corporation, and Lee Rosen.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.11   |  | Form of Consulting Services Agreement,
    by and among DDS Technologies USA, Inc., a Nevada corporation, and Ben
    Marcovitch.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|14.1    |  | Code of Ethics.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21.1 *  |  | Subsidiaries of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|31.1    |  | Certification of Chief Financial
    Officer, pursuant to Rule 13a-14(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|31.2    |  | Certification of Chief Executive
    Officer, pursuant to Rule 13a-14(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|32.1    |  | Certifications of Chief Executive
    Officer and Chief Financial Officer, pursuant to 19 U.S.C. Section 1350, as adopted pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

* Incorporated by reference to the corresponding Exhibit filed with the
Company's Registration Statement on Form S-1, as amended (Reg. No.





































26