United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB


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



For the fiscal quarter ended:               March 31, 2002
Commission file number:                     0-26449



                           DYNAMIC IMAGING GROUP, INC.
             (Exact name of registrant as specified in its charter)


         Florida                                       65-0903895
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)                Identification No.)




                           3428 North Ocean Boulevard
                         Fort Lauderdale, Florida 33308
                    (Address of principal executive offices)
                                   (Zip code)

                                 (954) 564-1133
              (Registrant's telephone number, including area code)


Indicate by check mark whether 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 the number of shares outstanding of each of the registrant's classes of
common stock, as of April 30, 2002: 12,486,857 shares of common stock, $.001 par
value per share.

<PAGE>
                           DYNAMIC IMAGING GROUP, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED March 31, 2002
                                      INDEX

                                                                            Page

PART I - FINANCIAL INFORMATION

      Item 1 - Consolidated Financial Statements

      Consolidated Balance Sheet (Unaudited)
         March 31, 2002........................................................3

      Consolidated Statements of Operations (Unaudited)
         For the Three Months Ended March 31, 2002 and 2001....................4

      Consolidated Statements of Cash Flows (Unaudited)
         For the Three Months Ended March 31, 2002 and 2001....................5

      Notes to Consolidated Financial Statements............................6-10

      Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations...............................11-13


PART II - OTHER INFORMATION

      Item 1 - Legal Proceedings..............................................13

      Item 2 - Changes in Securities and use of Proceeds...................13-14

      Item 3 - Default upon Senior Securities.................................14

      Item 4 - Submission of Matters to a Vote of Security Holders............14

      Item 6 - Exhibits and Reports on Form 8-K...............................14

      Signatures..............................................................14


                                       -2-
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2002
                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS:
    Cash .........................................................  $    26,621
    Accounts Receivable (Net of Allowance
        for Doubtful Accounts of $65,000) ........................       12,639
    Inventories ..................................................        1,780
    Prepaid Expenses .............................................        8,793
                                                                    -----------

        Total Current Assets .....................................       49,833

PROPERTY AND EQUIPMENT - Net .....................................       85,476

MARKETABLE EQUITY SECURITIES .....................................        2,000
DUE FROM RELATED PARTY ...........................................        7,271
GOODWILL .........................................................      581,635
SECURITY DEPOSITS ................................................        1,425
                                                                    -----------

        Total Assets .............................................  $   727,640
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Notes and Debenture Payable ..................................  $   453,681
    Accounts Payable and Accrued Expenses ........................      279,811
    Accrued Salaries .............................................      201,866
    Payroll Taxes Payable ........................................       79,514
    Customer Deposits ............................................       41,118
    Due to Related Party .........................................      370,422
                                                                    -----------

        Total Current Liabilities ................................    1,426,412
                                                                    -----------

STOCKHOLDERS' DEFICIT:
    Preferred Stock (No Par Value; 4,000,000 Shares
        Authorized; No Shares Issued and Outstanding) ............            -
   Series A Convertible Preferred Stock (No Par Value;
        6,000,000 Shares Authorized; 508,250 Shares Issued
        and Outstanding) .........................................       50,825
    Common Stock ($.001 Par Value; 50,000,000 Shares Authorized;
        12,486,857 Shares Issued and Outstanding ) ...............       12,487
    Common Stock Issuable (22,654,170 Shares) ....................       22,654
    Additional Paid-in Capital ...................................    3,759,265
    Accumulated Deficit ..........................................   (4,522,003)
    Less: Unrealized Loss on Investment ..........................      (22,000)
                                                                    -----------

        Total Stockholders' Deficit ..............................     (698,772)
                                                                    -----------

        Total Liabilities and Stockholders' Deficit ..............  $   727,640
                                                                    ===========

          See accompanying notes to consolidated financial statements.
                                        3
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                        For the Three Months
                                                           Ended March 31,
                                                    ----------------------------
                                                        2002            2001
                                                    ------------    ------------
NET SALES .......................................   $     80,232    $    99,044

COST OF SALES ...................................         22,405         10,470
                                                    ------------    -----------

GROSS PROFIT ....................................         57,827         88,574
                                                    ------------    -----------

OPERATING EXPENSES:
    Consulting Fees .............................              -         98,037
    Contract Labor ..............................          7,694         35,783
    Depreciation and Amortization ...............          7,350         12,375
    Professional Fees ...........................          9,400          6,133
    Rent ........................................         20,215         16,074
    Salaries ....................................         43,083        140,615
    Other Selling, General and Administrative ...         70,606         37,334
                                                    ------------    -----------

        Total Operating Expenses ................        158,348        346,351
                                                    ------------    -----------

LOSS FROM OPERATIONS ............................       (100,521)      (257,777)

OTHER EXPENSES:
     Interest Expense ...........................         86,112         14,782
                                                    ------------    -----------

        Total Other Expenses ....................         86,112         14,782
                                                    ------------    -----------

NET LOSS ........................................       (186,633)      (272,559)

     Attribution of beneficial conversion
        feature on preferred stock ..............        (12,459)             -
                                                    ------------    -----------

NET LOSS PER COMMON SHARES ......................   $   (199,092)   $  (272,559)
                                                    ============    ===========


BASIC AND DILUTED:
      Net Loss Per Common Share .................   $      (0.01)   $     (0.03)
                                                    ============    ===========

      Weighted Common Shares Outstanding ........     26,106,172      9,001,665
                                                    ============    ===========

              See accompanying notes to consolidated financial statements.
                                           4

<PAGE>
                   DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                           For the Three Months
                                                              Ended March 31,
                                                          ----------------------
                                                             2002        2001
                                                          ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss ...........................................  $(186,633)  $(272,559)
    Adjustments to Reconcile Net Loss to Net Cash Flows
        Used in Operating Activities:
           Depreciation ................................      7,350      12,375
           Common Stock and Options Issued for Services           -      98,037
           Beneficial Interest on Note Payable .........     72,987           -
           (Increase) Decrease in:
             Accounts Receivable .......................     (6,113)    (17,953)
             Inventories ...............................      2,013      (5,466)
             Due from Related Parties ..................        253       2,498
           Increase (Decrease) in:
              Accounts Payable and Accrued Expenses ....      5,633      10,430
              Accrued Salaries .........................     16,999     124,617
              Payroll Taxes Payable ....................      7,155       1,510
              Customer Deposits ........................     21,469           -
              Due to Related Party .....................    (24,028)          -
                                                          ---------   ---------
Net Cash Flows Used in Operating Activities ............    (82,915)    (46,511)
                                                          ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash from Acquisition ..............................     20,918           -
    Acquisition of Property and Equipment ..............       (854)          -
                                                          ---------   ---------
Net Cash Flows Used in Investing Activities ............     20,064           -
                                                          ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from Related Parties .....................          -      33,889
     Decrease in Bank Overdraft ........................          -      (5,772)
     Proceeds from Note and Debenture Payable ..........     78,482       7,300
     (Increase) Decrease in Subscriptions Receivable ...     10,000           -
     Proceeds from Issuance of Preferred Stock .........        990           -
     Proceeds from Issuance of Common Stock ............          -      10,000
                                                          ---------   ---------
Net Cash Flows Provided by Financing Activities ........     89,472      45,417
                                                          ---------   ---------
Net Increase (Decrease ) in Cash .......................     26,621      (1,094)
Cash - Beginning of Year ...............................          -       2,360
                                                          ---------   ---------
Cash - End of Year .....................................  $  26,621   $   1,266
                                                          =========   =========
SUPPLEMENTAL INFORMATION:
   Cash Paid During Year for:
       Interest and Taxes ..............................  $       -   $       -
                                                          =========   =========
Issuance of Common Stock for Acquisition ...............  $ 252,000   $       -
                                                          =========   =========
Issuance of Common Stock in Exchange for Debt ..........  $ 149,201   $       -
                                                          =========   =========
Details of Acquisition:
   Fair value of assets ................................  $  15,297   $       -
                                                          =========   =========
    Liabilities ........................................  $ 365,850   $       -
                                                          =========   =========
    Common stock issued ................................  $ 252,000   $       -
                                                          =========   =========
   Net cash paid for acquisition .......................  $  20,918   $       -
                                                          =========   =========

          See accompanying notes to consolidated financial statements.
                                        5
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION AND GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). The accompanying consolidated
financial statements for the interim periods are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the financial
position and operating results for the periods presented. The consolidated
financial statements include the accounts of the Company and its subsidiaries.
All significant intercompany accounts and transactions have been eliminated.
These consolidated financial statements should be read in conjunction with the
financial statements for the year ended December 31, 2001 and notes thereto
contained in the Report on Form 10-KSB of Dynamic Imaging Group, Inc. (the
"Company") as filed with the Securities and Exchange Commission. The results of
operations for the three months ended March 31, 2002 are not necessarily
indicative of the results for the full fiscal year ending December 31, 2002.

As reflected in the accompanying consolidated financial statements, the Company
incurred net losses since inception of $4,522,003, has cash used in operations
of $82,915 for the three months ended March 31, 2002, has a working capital
deficiency of $1,376,579 at March 31, 2002, is in default on notes payable, and
has unpaid payroll taxes. The ability of the Company to continue as a going
concern is dependent on achieving profitable operations and obtaining additional
equity and/or debt financing. Management's plans include finding additional
revenue sources and the seeking of merger candidates. The Company also needs
financing to complete its plans and will pursue obtaining funding through
private placements of debt or equity offerings. There can be no assurance that
the Company's efforts will be successful. The consolidated financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.

The Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis. The
Company's primary source of liquidity has been from the cash generated by its
operations and through the private placement of equity and debt securities.
During January 2001, the Company drastically reduced its costs and expenses by
reducing staff, consolidating office space, and reducing administrative
functions. These actions were necessary due to the recurring losses and lack of
cash resources. The Company is presently reevaluating its business structure and
is planning to either obtain capital required to resume normal business
operations or to acquire complimentary businesses in exchange for shares of the
Company's common stock. However, there can be no assurance that the Company will
be successful in achieving profitability or acquiring additional capital or that
such capital, if available, will be on terms and conditions favorable to the
Company. Based upon its current restructuring efforts, the Company believes it
will generate sufficient cash flow through operations, additional cost reduction
measures, and external sources of capital to continue to meet its obligations in
a timely manner.

NOTE 2- LOSS PER SHARE

Basic earnings per share is computed by dividing net loss by weighted average
number of shares of common stock outstanding during each period. Diluted loss
per share is computed by dividing net loss by the weighted average number of
shares of common stock, common stock equivalents and potentially dilutive
securities outstanding during each period. Diluted loss per common share is not
presented because it is anti-dilutive.

                                       -6-
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (UNAUDITED)

NOTE 3 - ACQUISITIONS

On March 1, 2002, the Company acquired 100% of the outstanding common stock of
Hi Tech Expos, Ltd. d/b/a Twenty First Century Promotions, an Arizona
corporation ("Hi Tech"), in exchange for 4,941,175 shares of the Company's
common stock. Hi Tech is a trade show marketing and management firm located in
Scottsdale, Arizona. The number of shares issued may be increased in the event
Registrant acquires an additional corporation. Registrant has not entered into a
definitive agreement with the additional corporation and it is not known at this
time whether the additional corporation will be acquired. The Company accounted
for this acquisition using the purchase method of accounting. The purchase price
exceeded the fair value of net liabilities assumed by $581,635. The excess has
been applied to goodwill.

The following unaudited pro forma consolidated results of operations have been
prepared as if the acquisition had occurred as of the following periods:

                                     Three Months Ended      Three Months Ended
                                       March 31, 2002          March 31, 2001

Net Revenues .....................       $  80,232              $   99,044
Net Loss .........................       $(203,157)             $ (272,559)
Net Income per Share from
  continuing operations ..........       $    (.01)             $     (.03)
                                         =========              ==========

Pro forma data does not purport to be indicative of the results that would have
been obtained had these events actually occurred at the beginning of the periods
presented and is not intended to be a projection of future results.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company advanced funds to certain companies affiliated through common
ownership. The advances are non-interest bearing and are payable on demand. At
March 31, 2002, advances to these companies amounted to $7,271.

Certain shareholders of the Company and a company related through common
ownership from time to time, advanced funds to the Company for operations. These
amounts are non-interest bearing, non-collateralized, and are payable on demand.
As of March 31, 2002, amounts due to these related parties amounted to $370,422.

NOTE 5 - MARKETABLE EQUITY SECURITIES

Marketable equity securities are classified into one of three categories:
trading, available-for-sale, or held-to-maturity. Trading securities are
acquired and held principally for the purpose of selling them in the near term.
Held-to-maturity securities are those securities that the Company has the
ability and intent to hold to maturity. All other securities not included in the
trading and held-to-maturity categories are available-for-sale securities.
Management determines the appropriate classifications of marketable equity
securities at the time they are acquired and evaluates the continuing
appropriateness of the classification at each balance sheet date. At March 31,
2002, the Company held only available-for-sale securities, which are reported at
fair value with unrealized gains and losses excluded from earnings and reported
as a separate component of stockholders' deficit.

                                       -7-
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (UNAUDITED)

NOTE 6 - STOCKHOLDERS' DEFICIT

Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock with
such designations, rights and preferences as may be determined from time to time
by the Board of Directors.

In October 2001, 6,000,000 shares of the Company's authorized but undesignated
preferred stock was designated as Series A Convertible Preferred Stock ("Series
A Stock"). During the fourth quarter of 2001, the Company issued 498,350 shares
of its Series A Stock to certain accredited investors in a private offering for
proceeds of $49,835 or $.10 per share. During the quarter ended March 31, 2002,
the Company issued an additional 9,900 shares of its Series A Stock for proceeds
of $990 or $.10 per share.

One year after the issuance of the Series A Stock, each share of Series A Stock
is convertible into that number of shares of common stock equal to the number of
shares of Series A Stock being converted time $1.50 divided by the market price
of common stock, which is the average of the highest closing bid and lowest
closing asked price of the common stock for the ten (10) trading days, as
defined, immediately preceding the conversion date.

The beneficial conversion feature present in the issuance of the Series A Stock
as determined on the date of issuance of the Series C Stock totaled $49,835 and
was treated as a reduction in earnings available (increase in loss attributable)
to common stockholders over the period from the date of issuance of the Series A
Stock to the earliest date such shares may be converted. Holders of Series A
Stock are not entitled to receive dividends. Additionally, Series A Stock has no
voting power.

Common Stock

On March 1, 2002, the Company acquired 100% of the outstanding Common Stock of
Hi Tech Expos, Ltd. d/b/a Twenty First Century Promotions, an Arizona
corporation, in exchange for 4,941,175 shares of the Company's common stock. The
number of shares issued may be increased in the event the Company acquires an
additional corporation. The Company has not entered into a definitive agreement
with the additional corporation and it is not known at this time whether the
additional corporation will be acquired. As of March 31, 2002, the shares had
not been issued and are included in common stock issuable at March 31, 2002.

During January through March 2002, the Company borrowed additional funds under a
loan agreement amounting to $77,987. On March 2002, the lender converted loans
aggregating $125,201 into 6,260,095 of common stock. As of March 31, 2002, the
shares had not been issued and are included in common stock issuable at March
31, 2002.

During February 2002, the Company issued 400,000 shares of common stock in
exchange for debt. As of March 31, 2002, the shares had not been issued. The
shares are included in common stock issuable at March 31, 2002.

                                       -8-
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (UNAUDITED)

NOTE 7 -COMPREHENSIVE INCOME

The Company uses Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income." This pronouncement sets forth requirements for
disclosure of the Company's comprehensive income and accumulated other
comprehensive items. In general, comprehensive income combines net income and
"other comprehensive items," which represent certain amounts that are reported
as components of stockholders' equity in the accompanying balance sheet,
including foreign currency translation adjustments. For the nine months ended
September 30, 2001, the Company had no comprehensive income.

NOTE 8 - SEGMENT INFORMATION

The Company operates in two reportable business segments - (1) sale of trade
show displays and graphics, and (2) e-commerce services including development of
business-to-business applications, state of the art web technology and staff
augmentation services. The Company's reportable segments are strategic business
units that offer different products. They are managed separately based on the
fundamental differences in their operations.

Information with respect to these reportable business segments for the three
months ended March 31, 2002 and 2001 is as follows:


                                  For the Three Months Ended March 31, 2002
                                ---------------------------------------------
                                Trade Show
                               Displays and       E-commerce     Consolidated
                                 Graphics         Solutions          Total
                               ------------       ----------     ------------
Net Sales ..................    $  56,017         $  24,215        $  80,232
Costs and Operating Expenses      161,488            19,265          180,753
Interest Expense ...........       86,112                 -           86,112
                                ---------         ---------        ---------
Net (Loss) .................    $(191,583)        $   4,950        $(186,633)
                                =========         =========        =========


                                  For the Three Months Ended March 31, 2001
                                ---------------------------------------------
                                Trade Show
                               Displays and       E-commerce     Consolidated
                                 Graphics         Solutions          Total
                               ------------       ----------     ------------
Net Sales ..................    $  69,903         $  29,141        $  99,044
Costs and Operating Expenses      277,205            79,616          356,821
Interest Expense ...........       14,782                 -           14,782
                                ---------         ---------        ---------
Net (Loss) .................    $(222,084)        $ (50,475)       $(272,559)
                                =========         =========        =========

                                       -9-
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (UNAUDITED)

NOTE 9 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has recently issued several new
accounting pronouncements which may apply to the Company.

Statement No. 141 "Business Combinations" ("SFAS 141") establishes revised
standards for accounting for business combinations. Specifically, the statement
eliminates the pooling method, provides new guidance for recognizing intangible
assets arising in a business combination, and calls for disclosure of
considerably more information about a business combination. This statement is
effective for business combinations initiated on or after July 1, 2001. The
adoption of this pronouncement on July 1, 2001 did not have a material effect on
the Company's financial position, results of operations or liquidity.

Statement No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142") provides
new guidance concerning the accounting for the acquisition of intangibles,
except those acquired in a business combination, which is subject to SFAS 141,
and the manner in which intangibles and goodwill should be accounting for
subsequent to their initial recognition. Generally, intangible assets with
indefinite lives, and goodwill, are no longer amortized; they are carried at
lower of cost or market and subject to annual impairment evaluation, or interim
impairment evaluation if an interim triggering event occurs, using a new fair
market value method. Intangible assets with finite lives are amortized over
those lives, with no stipulated maximum, and an impairment test is performed
only when a triggering event occurs. This statement is effective for all fiscal
years beginning after December 15, 2001. The adoption of SFAS 142 on January 1,
2002 did not have a material effect on the Company's financial position, results
of operations or liquidity.

Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" supercedes Statement No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121").
Though it retains the basic requirements of SFAS 121 regarding when and how to
measure an impairment loss, SFAS 144 provides additional implementation
guidance. SFAS 144 excludes goodwill and intangibles not being amortized among
other exclusions. SFAS 144 also supercedes the provisions of APB 30, "Reporting
the Results of Operations", pertaining to discontinued operations. Separate
reporting of a discontinued operation is still required, but SFAS 144 expands
the presentation to include a component of an entity, rather than strictly a
business segment as defined in SFAS 131, Disclosures about Segments of an
Enterprise and Related Information. SFAS 144 also eliminates the current
exemption to consolidation when control over a subsidiary is likely to be
temporary. This statement is effective for all fiscal years beginning after
December 15, 2001. The adoption of SFAS 144 on January 1, 2002 did not have a
material effect on the Company's financial position, results of operations or
liquidity.

                                      -10-
<PAGE>

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

Results of Operations

This report on Form 10-QSB contains certain forward-looking statements, which
are subject to risks and uncertainties which could cause actual results to
differ materially from those discussed in the forward-looking statements and
from historical results of operations. Among the risks and uncertainties which
could cause such a difference are those relating to our dependence upon certain
key personnel, our ability to manage its growth, our success in implementing the
business strategy, our success in arranging financing where required, and the
risk of economic and market factors affecting the us or our customers. Many of
such risk factors are beyond our control.

During January 2001, we drastically reduced our costs and expenses by reducing
staff, consolidating office space, and reducing administrative functions. These
actions were necessary due to the recurring losses and lack of cash resources.
We are presently reevaluating our business structure and are planning to either
obtain capital required to resume normal business operations or to acquire
complimentary businesses in exchange for shares of our common stock. However,
there can be no assurance that we will be successful in achieving profitability
or acquiring additional capital or that such capital, if available, will be on
terms and conditions favorable to us.

On March 1, 2002, we acquired 100% of the outstanding common stock of Hi Tech
Expos, Ltd. d/b/a Twenty First Century Promotions, an Arizona corporation ("Hi
Tech"), in exchange for 4,941,175 shares of the Company's common stock. Hi Tech
is a trade show marketing and management firm located in Scottsdale, Arizona.
Through our wholly owned subsidiary Twenty First Century Promotions, we have
contracted with The Broward Convention Center in Fort Lauderdale, Florida to
hold a Men's Exp. The Arizona Men's Expo, "Big Boys & Their Toys" enters its 5th
year in Phoenix June 21 - 23, 2002. The event expands outside Arizona for the
first time beginning with the South Florida Men's Expo, "Big Boys & Their Toys"
which will be held October 18-21, 2002 in Fort Lauderdale.

Three months ended March 31, 2002 compared to three months ended March 31, 2001.

Net sales for the three months ended March 31, 2002 were $80,232 as compared to
net sales of $99,044 for the three months ended March 31, 2001. In January 2001,
we reduced our sales force in order to reduce overhead by consolidating sales
administrative functions and to eliminate unprofitable salespersons. As of June
30, 2001, we had one salespersons remaining. As a result of the reduction in our
sales force, net sales for the three months ended March 31, 2002 decreased as
compared to the three months ended March 31, 2001. Additionally, due to a lack
of operating capital, we have decreased our marketing efforts.

Consulting fees were $-0- for the three months ended March 31, 2002 as compared
to $98,037 for the three months ended March 31, 2001. During the three months
ended March 31, 2001, substantially all of our consulting fees were incurred
from the issuance of common stock for services. These shares were valued at the
fair values and charged to consulting fees.

Contract labor expenses include costs and commissions related to our sales force
that is comprised of both direct employees of the Company (included in salaries)
and independent sales representatives. Contract labor also includes costs of
certain individuals related to administration and purchasing who are engaged on
a contractual basis. Contract labor expenses were $7,694 for the three months
ended March 31, 2002 as compared to $35,783 for the three months ended March 31,
2001. The decrease in contract labor is attributable to overhead reduction
measures discussed above.

                                      -11-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (continued)

Results of Operations (Continued)

Three months ended March 31, 2002 compared to nine months ended March 31, 2001
(Continued)

Professional fees were $9,400 for the three months ended March 31, 2002 as
compared to $6,133 for the three months ended March 31, 2001. The increase is
attributable to the fact that we incurred additional legal and accounting fees
in connection with the acquisition of our newest subsidiary.

Rent expense was $20,215 for the three months ended March 31, 2002 as compared
to $16,074 for the three months ended March 31, 2001.

Salaries were $43,083 for the three months ended March 31, 2002 as compared to
$140,615 for the three months ended March 31, 2001. The decrease was directly
attributable to the reduction in our sales force and the amendment of employment
agreements with officers of the Company.

Other selling, general and administrative expenses, which include travel and
entertainment, insurance, auto, telephone and other expenses were $70,606 for
the three months ended March 31, 2002 as compared to $37,334 for the three
months ended March 31, 2001.

Interest expense was $86,112 for the three months ended March 31, 2002 as
compared to $14,782 for the three months ended March 31, 2001. During the three
months ended March 31, 2002, we recorded beneficial interest of $72,987 related
to convertible notes payable

As a result of the foregoing factors, we incurred losses of $186,633 or ($.01)
per share for the three months ended March 31, 2002 as compared to a net loss of
$272,559 or ($.03) per share for the three months ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have incurred losses of approximately $4,522,003. Our
operations have been funded by the sale of common stock with gross proceeds of
approximately $1,000,000 since inception. Additionally, we signed convertible
debentures and note agreements and borrowed approximately $400,000 from third
parties and related parties. These funds were used for working capital and
capital expenditures.

We have no other material commitments for capital expenditures. We believe that
we have sufficient liquidity to meet all of our cash requirements for the next
twelve months through cost reductions and increased marketing efforts together
with additional proceeds from common stock sales. A key element of our strategy
is to evaluate opportunities to expand through acquisition of companies engaged
in similar and related complementary businesses. Any additional acquisitions may
require additional capital, although there can be no assurances that any
acquisitions will be completed. Also, we believe that additional funding will be
necessary to expand our market share.

                                      -12-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (Continued)

During the three months ended March 31, 2002, our operating cash requirement was
$82,915 attributable to a net loss of $186,633 mitigated by non-cash charges for
depreciation and amortization of $7,350 and beneficial interest on notes payable
of $72,987, and the increase in accrued salaries due to non-payment. The net
remaining shortfall was primarily funded by proceeds from notes payable of
$78,482 and proceeds from preferred stock of $10,990 during the three months
ended March 31, 2002.

During the three months ended March 31, 2001, our operating cash requirement was
$46,511 attributable to a net loss of $272,559 mitigated by non-cash charges for
depreciation and amortization of $12,375 and stock based compensation of
$98,037, and the increase in accrued salaries due to non-payment. The net
remaining shortfall was primarily funded by the net sale of common stock for
$10,000 and proceeds from notes payable and advances from related parties of
$41,189 received during the three months ended March 31, 2001.

                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         We are not involved in any material litigation

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the quarter ended March 31, 2002, we issued an additional 9,900
         shares of its Series A Stock for proceeds of $990 or $.10 per share.

         On March 1, 2002, we acquired 100% of the outstanding Common Stock of
         Hi Tech Expos, Ltd. d/b/a Twenty First Century Promotions, an Arizona
         corporation, in exchange for 4,941,175 shares of the Company's common
         stock. The number of shares issued may be increased in the event the
         Company acquires an additional corporation. We have not entered into a
         definitive agreement with the additional corporation and it is not
         known at this time whether the additional corporation will be acquired.

         On March 2002, the lender converted loans aggregating $125,201 into
         6,260,095 of common stock.

         During February 2002, we issued 400,000 shares of common stock for
         debt.

         Common Stock

         On March 1, 2002, we acquired 100% of the outstanding Common Stock of
         Hi Tech Expos, Ltd. d/b/a Twenty First Century Promotions, an Arizona
         corporation, in exchange for 4,941,175 shares of the Company's common
         stock. The number of shares issued may be increased in the event the
         Company acquires an additional corporation. The Company has not entered
         into a definitive agreement with the additional corporation and it is
         not known at this time whether the additional corporation will be
         acquired. As of March 31, 2002, the shares had not been issued and are
         included in common stock issuable at March 31, 2002.

                                      -13-
<PAGE>

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS (continued)

         During January through March 2002, we borrowed additional funds under a
         loan agreement amounting to $77,987. On March 2002, the lender
         converted loans aggregating $125,201 into 6,260,095 of common stock. As
         of March 31, 2002, the shares had not been issued and are included in
         common stock issuable at March 31, 2002.

         During February 2002, we issued 400,000 shares of common stock in
         exchange for debt. As of March 31, 2002, the shares had not been
         issued. The shares are included in common stock issuable at March 31,
         2002.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

         We are currently in default on our notes payable with a financial
         institution and other individuals.

Item 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              None

         (b)  Reports of Form 8-K

              We filed an 8-K on April 12, 2002 reporting an acquisition.


                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                           DYNAMIC IMAGING GROUP, INC.

Dated:   May 15, 2002                      By: /s/ Roland Breton
                                               ------------------------
                                               Roland Breton, President

Dated:   May 15, 2002                      By: /s/ Alfred Tracy III
                                               ---------------------------
                                               Alfred Tracy III, Secretary


                                      -14-