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, 2004
Commission file number:                     0-26449



                               GREENTECH USA, INC.
                ---------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Florida                                        65-0824805
    -------------------------              -------------------------------
   (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization)              Identification No.)




                               6500 NW 15th Avenue
                         Fort Lauderdale, Florida 33309
                -----------------------------------------------
                    (Address of principal executive offices)
                                   (Zip code)

                                 (954) 545-8181
               ---------------------------------------------------
              (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 March 31, 2004, 5,409,856 shares of common stock,
$.001 par value per share.


<PAGE>

                               GREENTECH USA, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED MARCH 31, 2004
                                      INDEX



<TABLE>
<CAPTION>
<S>                                                            <C>

PART I - FINANCIAL INFORMATION

      Item 1 - Consolidated Financial Statements

      Consolidated Balance Sheet (Unaudited)
                  March 31, 2004 and December 31, 2003(Audited)...3
      Consolidated Statements of Operations (Unaudited)
                  For the Three Ended
                  March 31, 2004 and 2003.........................4
      Consolidated Statements of Cash Flows (Unaudited)
                  For the Three Months Ended
                  March 31, 2004 and 2003.........................5

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

      Item 2 - Management's Discussion and Analysis of
               Financial Condition and Results of Operations......11-14

      Item 3 - Controls and Procedures............................14

PART II - OTHER INFORMATION

      Item 1 - Legal Proceedings.............................    14

      Item 2 - Changes in Securities.........................    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..............    15

      Signatures.............................................    15

      Certifications.........................................    16,17

</TABLE>







                                       -2-


<PAGE>


GREENTECH USA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------  --------------
<TABLE>
<CAPTION>

                                                   March 31,      December 31,
                                                     2004             2003
                                                 (UNAUDITED)       (AUDITED)
<S>                                            <C>               <C>
ASSETS

CURRENT
Cash                                            $    -           $    -
Accounts receivable                              1,067,795        684,191
Inventories                                            921            921
Due from related parties                            43,223         16,278
--------------------------------------------------------------- -------------

Total Current Assets                             1,111,939        701,390
-----------------------------------------------------------------------------

INVESTMENTS                                      2,153,499      2,153,499
-----------------------------------------------------------------------------

FIXED - AT COST
Property and equipment - net                        40,280         45,693
-----------------------------------------------------------------------------

OTHER - AT COST
Goodwill                                           502,000        502,000
Patents                                          1,000,000            -
-----------------------------------------------------------------------------

Total Other Assets                               1,502,000        502,000
-----------------------------------------------------------------------------

Total Assets                                   $ 4,807,718     $3,402,582
-----------------------------------------------------------------------------
</TABLE>


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


<PAGE>


GREENTECH USA, INC. AND SUBSIDIARIES
(FORMERLY Greentech GROUP, INC.)
CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2003
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                  March 31,      December 31,
                                                     2004             2003
                                                 (UNAUDITED)       (AUDITED)

<S>                                             <C>              <C>
LIABILITIES AND SHAREHOLDER EQUITY

LIABILITIES

CURRENT
Bank indebtedness                               $ 452,391    $   544,015
Accounts payable and accrued charges              261,165        186,498
Accrued salaries                                   20,234         21,234
Payroll taxes payable                             153,414        149,041
Notes payable                                     200,161      1,143,122
Due to related parties                             25,845         15,638
----------------------------------------------------------------------------

Total Current Liabilities                       1,113,210      2,059,548
----------------------------------------------------------------------------


SHAREHOLDER EQUITY
Preferred stock, no par value, authorized
  - 4,000,000,
 - issued and outstanding - none                   -                -
Series A Convertible preferred stock,
    no par value,
 authorized - 6,000,000, issued and outstanding
 - 282,000(December 31, 2003)                     28,200         28,200
Series C preferred stock issuable
            (5,714,892 shares)                     5,715            -
Common stock, authorized - 100,000,000,
   par value $ .001
 - issued and outstanding - 5,409,856
     (December 31, 2003 - 4,697,838)               5,410          4,698
Common stock issuable - 973,275 shares
        (December 31, 2003 - 967,460)                973            967
Additional paid in capital                    10,737,028      8,466,742
Deficit                                       (7,058,818)    (7,133,573)
Unrealized loss on investment                    (24,000)       (24,000)
----------------------------------------------------------------------------

Total Shareholder Equity                       3,694,508      1,343,034
----------------------------------------------------------------------------

Total Liabilities and Shareholder Equity     $ 4,807,718     $3,402,582
----------------------------------------------------------------------------
</TABLE>


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

<PAGE>


                                      -3-

                      GREENTECH USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                               For the Three Months
                                                    Ended
                                                  March 31,
                                ------------------------------------------
                                                  2004          2003
                                ------------------------------------------
<S>                                           <C>          <C>
REVENUE                                       $   759,805     $    463,110

COST OF SALES                                     135,818          211,592
                                               ----------        ---------

GROSS MARGIN                                      623,987          251,518
                                               ----------        ---------

OPERATING EXPENSES:
Advertising and Promotion                          16,981           13,318
Consulting Fees                                    60,335           27,759
Contract Labor                                     84,515           34,391
Depreciation & Amortization                         5,413           35,946
Professional Fees                                  16,205            3,000
Rent and Occupancy                                 29,828           24,487
Salaries and Benefits                              68,665           44,300
Selling, General and
   Administrative                                 160,622          163,655
                                               ----------        ---------

Total Operating Expenses                          442,564          346,856
                                               ----------        ---------

INCOME(LOSS) FROM OPERATIONS                      181,423          (95,338)

OTHER EXPENSES:
Interest and finance costs                        106,669           43,439
                                               ----------        ---------

NET INCOME(LOSS)                              $    74,754       $ (138,777)
                                               ==========         ========

Weighted Average Common
 Stock Outstanding                              5,167,300        53,724,607
                                               ==========        ==========

Net Earnings(Loss) per Share -
 Basic and Diluted                            $      .014       $    (0.000)
                                                =========         =========
</TABLE>

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


                                      -4-
<PAGE>


                      GREENTECH USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                               For the Three Months
                                                    Ended
                                                  March 31,
                                ------------------------------------------
                                                  2004          2003
                                ------------------------------------------

<S>                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income(Loss)                                $   74,754    $ (138,777)
    Adjustments to Reconcile Net Loss to
    Net Cash Flows Used in Operating Activities:
      Depreciation                                       5,413        35,946
      Issuance of stock for services                    40,000          -
      Beneficial Interest Expense Recognized
      for Conversion of Debt for Common Stock              -          17,744
    (Increase) Decrease in:
      Accounts receivable                             (383,604)      (15,497)
      Inventories                                          -             453
      Due from related parties                         (26,944)      (21,000)
    Increase (Decrease) in:
      Accounts payable and accrued charges              74,667        41,381
      Accrued salaries                                  (1,000)        7,000
      Payroll taxes payable                              4,373         5,650
      Customer deposits                                    -          23,327
      Due to related parties - net of repayment         10,206        12,630
                                                     ---------      --------

Net Cash Flows Used in Operating
           Activities                                 (202,135)      (31,143)
                                                     ---------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquistion of patent - net                        (50,000)          -
     Acquisition of Property and Equipment                 -          (4,606)
                                                     ---------      --------

Net Cash Flows Used in Investing Activities            (50,000)       (4,606)
                                                     ---------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net Proceeds from Notes Payable(1)                343,759        63,744
                                                     ---------      --------

Net Cash Flows Provided by Financing Activities        343,759        63,744
                                                     ---------      --------

Net (Decrease) Increase in Cash                         91,624       27,995

Cash and bank indebtedness - Beginning of Period      (544,015)       48,046
                                                     ---------      --------

Cash and bank indebtedness - End of Period          $ (452,391)    $  41,571
                                                     =========      ========
(1) Converted to Preferred Stock
</TABLE>


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

                                      -5-
<PAGE>

                      GREENTECH USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                               March 31, 2004
                                   (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, 2003 and notes  thereto
contained in the Report on Form 10-KSB of Greentech USA, Inc. (the "Company") as
filed with the Securities and Exchange Commission. The results of operations for
the three  months  ended March 31, 2004 are not  necessarily  indicative  of the
results for the full fiscal year ending December 31, 2003.

     As reflected in the accompanying  consolidated  financial  statements,  the
Company  incurred net losses since  inception  of  $7,058,818,  has cash used in
operations  of $ 202,135 for the three months ended March 31, 2004,  has working
capital of $ 407,896 of which  $875,000  was settled by payment of stock and not
cash  leaving a real  working  capital  deficiency  of $ 467,104 as at March 31,
2004, 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 Company has been
rearranging  it's  current  note debt by  exchanging  such debt for  stock.  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.  The
Company 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.


                                       -6-

<PAGE>

                      GREENTECH USA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                               March 31, 2004
                                   (UNAUDITED)


NOTE 2 - ACQUISITIONS


     On March 11,  2004,  the  Company  acquired a unique  patent  from  Housing
Innovations  for $  1,000,000  which was paid for with cash of $ 50,000  and the
balance payable  consisting of 23,750 Series C Preferred stock which has a 10 to
1 conversion right. The patent involves a process to manufacture plastic housing
units for use in the construction industry.

NOTE 3 - 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, 2004, advances to these companies amounted to $43,223.

     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, 2004,  amounts due to these  related  parties  amounted to
$25,845.

     Included in accounts receivable is $875,000 due from Information Architects
Corporation a company controlled by Perceptre,  LLC which is owned by Greentech.
This  amount  was paid by the  issuance  of  12,500,000  shares  of  Information
Architect's stock in May 2004.

     Included in gross  revenue is $ 455,000  earned from  services  provided to
Information Architects Corporation

NOTE 4 - PROPERTY AND EQUIPMENT

     At March 31, 2004,  property and  equipment  and related  accumulated
depreciation consisted of the following:
<TABLE>

<S>                                                     <C>
Furniture and fixtures                                   $        19,297
Machinery and Equipment                                           62,372
Displays                                                          77,679
Leasehold Improvements                                            10,032
                                                          ---------------
                                                                 169,380
Less: Accumulated depreciation                                  (129,100)
                                                          ---------------

Total                                                    $        40,280
                                                          ===============
</TABLE>

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,
2004, the Company held only available-for-sale securities, which are reported at
fair value which the Company  estimated as $0, with unrealized  gains and losses
excluded  from  earnings and reported as a separate  component of  stockholders'
equity.

                                      -7-
<PAGE>


                  GREENTECH USA, INC AND SUBSIDIARIES
               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                               March 31, 2004
                                   (UNAUDITED)


NOTE 6 - CONVERTIBLE NOTE AND LOAN PAYABLE

     In  January  2004  the  Company   issued  a   convertible   debenture   for
approximately  $927,000 in advances by an individual.  Additional  advances have
been made and will be  included.  The total of  advances by this  individual  is
$1,286,719 as at March 31, 2004.  The individual has agreed to convert this debt
to convertible preferred Series C stock of the Company.


NOTE 7 - SEGMENT INFORMATION

     Information  with  respect to these  reportable  business  segments for the
three months ended March 31, 2004 and 2003 is as follows:

       For the three Months Ended March 31, 2004
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
             Trade Show                               Automobile &
             Displays &    E-Commerce                  Small Part  Consolidated
              Graphics     Solutions    Trade Show    Manufacturing     Total
--------------------------------------------------------------------------------
<S>          <C>            <C>          <C>          <C>          <C>
Net Revenues   $753,887      $5,918       $   -         $  -          $ 759,805
             ==========  ============     ========    ========    ==============

Net(Loss)
  Income      $ 92,401     $5,667      $(24,209)     $   895        $    74,754
             ==========  ============    =========    ========    =============

Total Asset  $4,687,429    $ 83,033     $  37,137     $    119       $4,807,718
             =========== ============    =========    ========    =============
</TABLE>

For the three Months Ended March 31, 2003
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
             Trade Show                               Automobile &
             Displays &    E-Commerce                  Small Part  Consolidated
              Graphics     Solutions    Trade Show    Manufacturing     Total
--------------------------------------------------------------------------------
<S>          <C>           <C>           <C>          <C>            <C>
Net Revenues  $358,400      $104,710      $  -        $     -         $463,110
           ===========    ==========    ==========    ===========    ==========

Net (Loss)
 Income       $(87,013)     $ 63,262      $(32,681)      $(82,345)   $(138,777)
           ===========    ==========    ==========    ===========    ==========

Total
 Assets       $168,455       $74,301      $600,712       $516,716    $1,360,184
           ===========    ==========    ==========    ===========    ==========
</TABLE>


                                       -8-
<PAGE>

                      GREENTECH USA, INC AND SUBSIDIARIES
               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                               March 31, 2004
                                   (UNAUDITED)

NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

     In November 2002, the FASB issued FASB  Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others"  (FIN 45).  FIN 45  requires  that upon
issuance of a guarantee,  a guarantor  must  recognize a liability  for the fair
value  of an  obligation  assumed  under  a  guarantee.  FIN  45  also  requires
additional  disclosures  by a  guarantor  in its  interim  and annual  financial
statements  about  the  obligations   associated  with  guarantees  issued.  The
recognition  provisions  of FIN 45 are effective  for any  guarantees  issued or
modified after December 31, 2002. The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002.  The  adoption of this  pronouncement  is not  expected to have a material
effect on the earnings or financial position of the Company.

     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 148,  Accounting  for  Stock-Based  Compensation  - Transition and
Disclosure.   Statement  148  provides  alternative  methods  of  transition  to
Statement  123's  fair  value  method of  accounting  for  stock-based  employee
compensation.  It also amends the disclosure provisions of Statement 123 and APB
Opinion  No. 28,  Interim  Financial  Reporting,  to require  disclosure  in the
summary  of  significant  accounting  policies  of the  effects  of an  entity's
accounting  with respect to stock-based  employee  compensation  on reported net
income  and  earnings  per share in annual  and  interim  financial  statements.
Statement 148's amendment of the transition and annual  disclosure  requirements
of  Statement's  123 are  effective  for fiscal years ending after  December 15,
2002. Statement 148's amendment of the disclosure  requirements of Opinion 28 is
effective for interim periods beginning after December 15, 2002. The adoption of
the  disclosure  provisions of Statement 148 as of March 31, 2004 did not have a
material impact on the Company's financial condition or results of operations.

     In  January  2003,  the FASB  issued  Interpretation  No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling  financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable  interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective  immediately for all arrangements entered into
after January 31, 2003. The Company does not have any variable interest entities
created after  January 31, 2003.  For those  arrangements  entered into prior to
January  31,  2003,  the FIN 46  provisions  are  required  to be adopted at the
beginning of the first interim or annual period  beginning  after June 15, 2003.
The Company has not identified any variable  interest  entities to date and will
continue to evaluate whether it has variable  interest entities that will have a
significant  impact  on its  consolidated  financial  position  and  results  of
operations.

     In  January  2003,  the EITF  finalized  a  consensus  on Issue No.  02-16,
"Accounting by a Customer (Including a Reseller) for Cash Consideration Received
from a Vendor." The Task Force  concluded that cash  consideration  in excess of
specific identifiable costs, including sales incentives,  allowances, discounts,
coupons, rebates and price reductions, when meeting certain criteria, constitute
a reduction in vendor price, and should therefore be reflected as a reduction in
cost of sales when the related merchandise is sold. The EITF concluded that this
literature  should be applied to new  arrangements,  including  modifications of
existing  arrangements,  entered into after  December 31, 2002.  We adopted EITF
02-16 as of January 1, 2003. The adoption of EITF 02-16 had an immaterial impact
on our consolidated financial position and results of operations.

     In April 2003,  SFAS No. 149,  "Amendment  of Statement  133 on  Derivative
Financial  Instruments and Hedging  Activities," was issued and is effective for
contracts  entered into or modified after June 30, 2003,  except as stated below
and for hedging  relationships  designated  after June 30, 2003.  The changes in
this  Statement  improves  financial  reporting by requiring that contracts with
comparable  characteristics  be accounted for  similarly.  In  particular,  this
Statement (1) clarifies under what  circumstances a contract with an initial net
investment meets the characteristic of a derivative  discussed in paragraph 6(b)
of  Statement  133,  (2)  clarifies  when  a  derivative  contains  a  financing
component, (3) amends the definition of an underlying guarantee to conform it to
language  used  in FASB  Interpretation  No.  45,  "Guarantor's  Accounting  and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of Others" and (4) amends certain other  existing  pronouncements.
The Company does not believe this Statement  will have a material  effect on its
results of operations or financial position.


                                       -9-
<PAGE>

                      GREENTECH USA, INC AND SUBSIDIARIES
               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                               March 31, 2004
                                   (UNAUDITED)

NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS(continued)

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." This
statement  establishes  standards  for how an  issuer  classifies  and  measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  This statement is effective for financial  instruments  entered into or
modified  after May 31, 2003,  and  otherwise is effective for the first interim
period beginning after June 15, 2003, with certain exceptions.  We plan to adopt
SFAS No. 150 in the second quarter of Fiscal 2004. We do not expect the adoption
of SFAS No.  150 to have a  significant  impact  on our  consolidated  financial
position or results of operations.





                                      -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  that 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.

     We have  increased  staff to handle  the  increased  management  charges to
Information   Architects  and  the  increase   business  from  displays  without
increasing other costs significantly. 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.

     In  March  2004  the  Company   acquired  a  unique   patent  from  Housing
Innovations.  This patent is to be used in connection  with the  manufacture  of
modular  plastic  housing  for the home  construction  industry  and could  have
tremendous potential for the future if the Company can raise sufficient funds to
undertake the manufacture of the modular units.

Critical Accounting Policies

     Our financial  statements and accompanying notes are prepared in accordance
with generally accepted  accounting  principles in the United States.  Preparing
financial  statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities,  revenue and expenses. These
estimates  and  assumptions   are  affected  by  management's   applications  of
accounting  policies.  Critical  accounting  policies for Greentech USA includes
revenue recognition and accounting for stock based compensation.

     We recognize  revenues  from  display  sales and other  product  sales upon
shipment to the customer.  Revenues from graphic sales are  recognized  upon job
completion.  The Company records  revenues from display rentals when the rentals
are completed  and billed.  Additionally,  we recognize  revenues from our men's
expo such as ticket  sales and  display  space when the show is  completed;  any
prepaid items are deferred until the completion of the event.

     The Company uses SFAS No. 123,  "Accounting for Stock-Based  Compensation,"
which permits  entities to recognize as expense over the vesting period the fair
value of all stock-based  awards on the date of grant.  Alternatively,  SFAS No.
123 also allows  entities to continue to apply the provisions of APB Opinion No.
25 and provide pro forma net income and pro forma earnings per share disclosures
for employee  stock option grants as if the  fair-value-based  method defined in
SFAS No. 123 has been applied.  The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions
of SFAS No. 123.

     Three months ended March 31, 2004  compared to Three months ended March 31,
2003.

Gross Revenue

     Net sales for the three  months  ended  March  31,  2004 were  $759,805  as
compared to net sales of $463,110 for the three months ended March 31, 2003. The
increase in revenue is mainly due to management and administration  fees charged
to Information Architects Corp a related entity.

                                      -11-

<PAGE>


Operating Expenses

     Advertising  and promotion was $16,981 for the three months ended March 31,
2004 as compared to $13,318 for the three  months  ended March 31,  2003.  This
increase is due to our  continuing  efforts to  increase  the sales of our trade
show display and graphics division.

     Consulting  fees were  $60,335 for the three months ended March 31, 2004 as
compared to $27,759 for the three months ended  September  30, 2002.  During the
three months ended March 31, 2004, substantially all of our consulting fees were
incurred from the outsource  graphic design  services for our trade show display
division.

     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 $84,515 for the
three months ended  March 31, 2004 as compared to $34,391 for the three months
ended  March 31, 2003. The increase in contract labor is  attributable  to a
reclassification  of certain  individuals who do contract work for the Company
as opposed to being employees.

     Depreciation  for the  three  months  ended  March 31,  2004 was  $5,413 as
compared to $35,945 for the comparable  period of 2003. The decrease is directly
attributable to the sale of certain of the assets of the automotive division.

     Professional fees were $16,205 for the three months ended March 31, 2004 as
compared to $3,000 for the three months  ended March 31,  2003.  The increase is
attributable to the fact that we had additional accounting costs for the period.

     Rent and  occupancy  costs which  includes  utilities  for the three months
ended March 31,  2004 was  $29,287 as  compared to $24,487 for the three  months
ended March 31, 2003 The increase is soley due to additional office rentals.


                                      -12-

<PAGE>

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

     Salaries were $68,665 for the three months ended March 31, 2004 as compared
to $44,300 for the three months ended March 31, 2003.  This  increase was due to
increased sales personnel for our displays and graphics subsidiaries.

     Selling,  general and  administrative  expenses,  which include  travel and
entertainment,  insurance,  auto, telephone and other expenses were $160,622 for
the three months  ended  March  31, 2004 as compared to $163,655 for the three
months  ended   March  31,  2003.

    Other  Expenses

     Interest and finance  costs were  $106,669 for the three months ended March
31,  2004 as  compared to $43,439  for the three  months  ended March 31,  2003.
During the three months ended March 31, 2004, we recorded no beneficial interest
as compared with $17,744 for the three months ended March 31, 2003. The increase
in this three month period is solely due to the costs paid for obtaining  future
financing for the Company.  These costs had to be paid upfront.  The anticipated
financing in this connection has not been finalized at this point in time.


LIQUIDITY AND CAPITAL RESOURCES

     Since our inception, we have incurred losses of $7,058,818.  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  $3,500,000 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 do not
believe that we have sufficient  liquidity to meet all of our cash  requirements
for the next twelve  months,  however,  through cost  reductions  and  increased
marketing  efforts together with additional  proceeds from common stock sales we
believe we will  offset a portion of our cash flow  shortfall.  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.











                                      -13-

<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

     Our Chief Executive Officer and Chief Financial Officer (collectively,  the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for us. Based upon such officers'  evaluation
of these  controls and  procedures  as of a date within 45 days of the filing of
this Quarterly  Report,  and subject to the limitations noted  hereinafter,  the
Certifying  Officers have concluded that our disclosure  controls and procedures
are effective to ensure that information  required to be disclosed by us in this
Quarterly  Report is accumulated and  communicated to management,  including our
principal executive officers as appropriate, to allow timely decisions regarding
required disclosure.

     The Certifying  Officers have also indicated that there were no significant
changes in our  internal  controls  or other  factors  that could  significantly
affect such controls subsequent to the date of their evaluation,  and there were
no  corrective  actions  with regard to  significant  deficiencies  and material
weaknesses.

     Our management,  including each of the Certifying Officers, does not expect
that our disclosure controls or our internal controls will prevent all error and
fraud. A control system, no matter how well conceived and operated,  can provide
only  reasonable,  not absolute,  assurance  that the  objectives of the control
system are met. In  addition,  the design of a control  system must  reflect the
fact that there are resource  constraints,  and the benefits of controls must be
considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control  issues and instances of fraud,  if any,  within a company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Additionally,  controls can be circumvented by the individual
acts of some  persons,  by  collusion  of two or more  people  or by  management
override of the control.  The design of any systems of controls also is based in
part upon certain  assumptions about the likelihood of future events,  and their
can be no assurance  that any design will succeed in achieving  its stated goals
under all potential future conditions.  Over time, control may become inadequate
because of changes in conditions,  or the degree of compliance with the policies
or  procedures  may  deteriorate.  Because of these  inherent  limitations  in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         We are not involved in any material litigation

Item 2.  Changes in Securities


     During the three months ended March 31, 2004,  200,000  shares of shares of
the Company's  restricted  common stock was issued to a consultant at a price of
$0.20 per share.



Item 3. Defaults Upon Senior Securities

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

Item 4.  Submission of Matters to Vote of Security Holders

         None


                                      -14-

<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         31.1     Certification of Chief Executive Officer and Principal
                  Financial Officer Certification under Section 302
         32.1     Certification of Chief Executive Officer and Principal
                  Financial Officer Certification under Section 906

(b) Reports of Form 8-K

                None

                                   SIGNATURES

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

                                     GREENTECH USA, INC.

Dated:   May 18, 2004               By: /s/ Roland Breton
                               ----------------------------------------
                                Roland Breton, Chief Executive Officer
                                 and President








                                      -15-

<PAGE>


                                   CERTIFICATION .........Exhibit 31.1


         I, Roland Breton, certify that:

     1. I have reviewed this Form 10-QSB of Greentech USA, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

     4. The  small  business  issuer's  other  certifying  officer(s)  and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as  defined  in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the small
business issuer and have:

     (a)  designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

     (b) evaluated the effectiveness of the small business  issuer's  disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

     (c)  disclosed  in this  report any change in the small  business  issuer's
internal  control  over  financial  reporting  that  occurred  during  the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially  affect, the small business issuer's internal
control over financial reporting; and

     5. The small  business  issuer's  other  certifying  officer(s)  and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

     (a) all significant  deficiencies and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely to  adversely  affect  the small  business  issuer's  ability  to record,
process, summarize and report financial information; and

     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant  role in the small business  issuer's  internal
control over financial reporting.

Date: May 18, 2004

/s/Roland Breton
President, Principal Financial
and Accounting Officer

                                      -16-

<PAGE>



                                                              Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Form 10-QSB of Greentech USA, Inc.(the "Company") on
Form  10-QSB  for the three  months  ended  March 31,  2004,  as filed  with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Roland
Breton,  Chief  Executive  and  Principal  Accounting  Officer  of the  Company,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

     (1) the Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.




/s/Roland Breton
Roland Breton
Chief Executive, Principal Financial
and Accounting Officer
May 18, 2004

     A signed  original of this  written  statement  required by Section 906, or
other  document  authenticating,   acknowledging,   or  otherwise  adopting  the
signature  that  appears in typed form  within  the  electronic  version of this
written  statement  has been provided to the Company and will be retained by the
Company and  furnished to the  Securities  and Exchange  Commission or its staff
upon request.









(section left blank intentionally)













                                      -17-