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:               June 30, 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 June 30, 2004, 8,890,316 shares of common stock,
$.001 par value per share.


<PAGE>

                               GREENTECH USA, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED JUNE 30, 2004
                                      INDEX



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

PART I - FINANCIAL INFORMATION

      Item 1 - Consolidated Financial Statements

      Consolidated Balance Sheet (Unaudited)
                  June 30, 2004 and December 31, 2003(Audited)...3
      Consolidated Statements of Operations (Unaudited)
                  For the Six Months Ended
                  June 30, 2004 and 2003.........................4
      Consolidated Statements of Cash Flows (Unaudited)
                  For the Six Months Ended
                  June 30, 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>

                                                   June 30,      December 31,
                                                     2004             2003
                                                 (UNAUDITED)       (AUDITED)
<S>                                            <C>               <C>
ASSETS

CURRENT
Cash                                            $   99,268       $    -
Marketable securities                            2,526,986            -
Accounts receivable                                803,639        684,191
Inventories                                            921            921
Due from related parties                           222,873         16,278
Prepaid expenses                                     1,442            -
--------------------------------------------------------------- -------------

Total Current Assets                             3,655,129        701,390
-----------------------------------------------------------------------------

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

FIXED - AT COST
Property and equipment - net                        43,286         45,693
-----------------------------------------------------------------------------

OTHER - AT COST
Goodwill                                         1,519,191        502,000
Patents                                          1,000,000            -
-----------------------------------------------------------------------------

Total Other Assets                               2,519,191        502,000
-----------------------------------------------------------------------------

Total Assets                                   $ 8,371,105     $3,402,582
-----------------------------------------------------------------------------
</TABLE>


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


<PAGE>



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

                                                  June 30,      December 31,
                                                     2004             2003
                                                 (UNAUDITED)       (AUDITED)

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

LIABILITIES

CURRENT
Bank indebtedness                             $   420,212    $   544,015
Accounts payable and accrued charges              456,074        186,498
Accrued salaries                                   20,234         21,234
Payroll taxes payable                             160,209        149,041
Notes payable                                     416,693      1,143,122
Due to related parties                             24,055         15,638
----------------------------------------------------------------------------

Total Current Liabilities                       1,497,477      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
            (5,794,892 shares)                     5,795            -
Common stock, authorized - 100,000,000,
   par value $ .001
 - issued and outstanding - 8,890,316
     (December 31, 2003 - 4,697,838)               8,890          4,698
Common stock issuable -
        (December 31, 2003 - 967,460)               -               967
Additional paid in capital                    12,037,040      8,466,742
Deficit                                       (6,984,922)    (7,133,573)
Unrealized gain(loss) on investments           1,778,625        (24,000)
----------------------------------------------------------------------------

Total Shareholder Equity                       6,873,628      1,343,034
----------------------------------------------------------------------------

Total Liabilities and Shareholder Equity     $ 8,371,105     $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          For the Six Months
                                Ended                       Ended
                               June 30,                    June 30,
                      ----------------------------------------------------
                          2004         2003           2004          2003
                      ----------------------------------------------------
<S>                    <C>          <C>          <C>          <C>
REVENUE                $ 1,083,290  $  583,080   $ 1,843,095   $ 1,046,190

COST OF SALES              164,495     120,489       300,313       332,081
                        ----------    --------    ----------     ---------

GROSS MARGIN               918,795     462,591     1,542,782       714,109
                        ----------    --------    ----------     ---------

OPERATING EXPENSES:
Advertising and Promotion   16,855     114,115        33,836       127,433
Consulting Fees            543,600       8,702       603,935        36,461
Contract Labor              72,318     117,721       156,833       152,112
Depreciation                 5,559      33,145        10,972        69,091
Professional Fees           26,842       9,500        43,047        12,500
Rent and Occupancy          43,924      39,903        73,752        64,390
Salaries and Benefits       41,711     327,728       110,376       372,028
Selling, General and
   Administrative           76,693     219,136       237,315       382,791
                        ----------   ---------    ----------     ---------

Total Operating Expenses   827,502     869,950     1,270,066     1,216,806
                        ----------   ---------    ----------     ---------

INCOME(LOSS) FROM
 OPERATIONS                 91,293    (407,359)      272,716      (502,697)

OTHER EXPENSES:
Interest expense             6,232     191,302       112,901       234,741
Writedown of subsidiary     11,165        -           11,165          -
                        ----------   ---------    ----------     ---------

NET INCOME(LOSS)        $   73,896  $ (598,661)  $   148,650    $ (737,438)
                        ==========   =========    ==========      ========

Weighted Average Common
 Stock Outstanding       8,766,904  59,845,100    7,080,556     56,785,285
                        ==========  ==========   ==========     ==========

Net Earnings(Loss) per Share -
 Basic and Diluted      $    .008  $      (.01)  $      .02   $     (0.013)
                        =========   ==========    =========      =========
</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 Six Months
                                                    Ended
                                                  June 30,
                                ------------------------------------------
                                                  2004          2003
                                ------------------------------------------

<S>                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income(Loss)                                $  148,650    $ (737,438)
    Adjustments to Reconcile Net Loss to
    Net Cash Flows Used in Operating Activities:
      Depreciation                                      10,972        69,091
      Issuance of stock for services                   542,600       150,000
      Beneficial Interest Expense Recognized
      for Conversion of Debt for Common Stock              -         181,647
    (Increase) Decrease in:
      Marketable securities                           (724,361)         -
      Accounts receivable                             (119,448)     (106,326)
      Inventories                                          -             453
      Due from related parties                        (205,595)         (650)
    Increase (Decrease) in:
      Accounts payable and accrued charges             269,576        71,661
      Accrued salaries                                  (1,000)       27,700
      Payroll taxes payable                             11,168        12,180
      Customer deposits                                    -          59,174
      Due to related parties - net of repayment         19,417        75,695
                                                     ---------      --------

Net Cash Flows Used In Operating
           Activities                                  (48,021)      (196,061)
                                                     ---------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of patent - net                       (50,000)          -
     Acquisition of Property and Equipment - net        (7,798)       (7,341)
                                                     ---------      --------

Net Cash Flows Used in Investing Activities            (57,798)       (7,341)
                                                     ---------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net change in Notes Payable(1)                    328,890       168,046
                                                      ---------      -------

Net Cash Flows Provided by(Used In) Financing
          Activities                                   328,890       168,046
                                                     ---------      --------

Net (Decrease) Increase in Cash                        223,071       (35,356)

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

Cash and bank indebtedness - End of Period          $ (320,944)    $  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
                               June 30, 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  $7,039,030,  has cash provided
used in operations  of $ 48,021 for the six months ended June 30, 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
                               June 30, 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.

     On April 30, 2004,  the Company  acquired all of the stock of Sterling Fine
Arts,  Inc.("Sterling") for $ 1,000,000. The Company is to issue 80,000 Series C
Preferred stock which has a 10 to 1 conversion right and assumption of $ 200,000
of debt. Sterling is a company that does contract and specialty printing.

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
June 30, 2004, advances to these companies amounted to $223,873.

     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 June 30, 2004,  amounts due to these  related  parties  amounted to
$196,139.

     Included in accounts receivable is $610,000 due from Information Architects
Corporation a company controlled by Perceptre,  LLC which is owned by Greentech.

     Included in gross  revenue is $ 910,000  earned from  services  provided to
Information Architects Corporation

NOTE 4 - PROPERTY AND EQUIPMENT

     At June 30, 2004,  property and  equipment  and related  accumulated
depreciation consisted of the following:
<TABLE>

<S>                                                     <C>
Furniture and fixtures                                   $        19,297
Machinery and Equipment                                           70,937
Displays                                                          77,679
Leasehold Improvements                                            10,032
                                                          ---------------
                                                                 177,945
Less: Accumulated depreciation                                  (134,659)
                                                          ---------------

Total                                                    $        43,286
                                                          ===============
</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 June 30,
2004, the Company held only available-for-sale securities, which are reported at
fair value which the Company estimated as $2,526,986,  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
                               June 30, 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  was
$1,286,719  as at  March  31,  2004.  These  advances  have  been  converted  to
convertible preferred Series C stock of the Company.


NOTE 7 - SEGMENT INFORMATION

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

       For the Six Months Ended June 30, 2004
<TABLE>
<CAPTION>


                              Net            Net          Total
                            Revenue       Income(Loss)    Assets
---------------------------------------------------------------------------
<S>                     <C>            <C>            <C>
Trade show displays
 & Graphics              $ 1,720,824     $  145,333     $ 8,214,339

E-Commerce Solutions          39,374         38,951         111,017

Printing & reproduction       82,897         (1,155)         37,903

Trade shows                     -           (35,374)          7,727

Automotive                      -               895             119
                           ----------     ---------      ----------

Totals                   $ 1,843,095     $  148,650     $ 8,371,105
                          ==========     ==========      ==========
</TABLE>

For the Six Months Ended June 30, 2003
<TABLE>
<CAPTION>


                              Net            Net          Total
                            Revenue       Income(Loss)    Assets
---------------------------------------------------------------------------
<S>                     <C>            <C>            <C>
Trade show displays
 & Graphics              $   662,770     $ (698,926)     $  772,769

E-Commerce Solutions         165,758         85,144          16,988

Trade shows                  217,662         15,230         280,366

Automotive                      -          (138,886)        266,027
                           ----------     ---------      ----------

Totals                   $ 1,046,190     $ (737,438)    $ 1,336,150
                          ==========     ==========      ==========
</TABLE>

                                       -8-
<PAGE>

                       GREENTECH USA, INC AND SUBSIDIARIES
               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                  June 30, 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 June 30, 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
                                  June 30, 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.

     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.

     Six months ended June 30, 2004  compared to six months ended June 30,
2003.

Gross Revenue

     Net sales for the six  months  ended  June  30,  2004 were  $1,846,095  as
compared to net sales of $1,046,190 for the six 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 of approximately $ 910,000.

                                      -11-

<PAGE>


Operating Expenses

     Advertising  and  promotion  was $33,836 for the six months  ended June 30,
2004 as  compared  to  $127,433  for the six months  ended June 30,  2004.  This
decrease is mainly due to the fact that our trade show  division did not operate
and we have no activity also in the automotive  division since all the assets in
this division were sold in 2003.

     Consulting  fees were  $603,935  for the six months  ended June 30, 2004 as
compared  to $36,461  for the six months  ended  June 30,  2003.  During the six
months ended June 30, 2004,  substantially  all of the consulting fees that were
incurred  resulted from the issuance of common  stock($542,600)  and the balance
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 $156,833 for the
six months  ended June 30, 2004 as compared to $152,112 for the six months ended
June 30, 2003.

     Depreciation for the six months ended June 30, 2004 was $10,972 as compared
to  $69,091  for the  comparable  period  of  2003.  The  decrease  is  directly
attributable to the sale of certain of the assets of the automotive  division in
2003.

     Professional  fees were  $43,047 for the six months  ended June 30, 2004 as
compared  to $12,500 for the six months  ended June 30,  2003.  The  increase is
attributable  to the Company  incurring  certain  legal costs and other  outside
professional services in this period as opposed to the same period in 2003.

     Rent and occupancy costs which includes  utilities for the six months ended
June 30, 2004 was  $73,752 as compared to $64,390 for the six months  ended June
30, 2003 The increase is solely due to additional office rentals.


                                      -12-

<PAGE>

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

     Salaries  were  $110,376 for the six months ended June 30, 2004 as compared
to $372,028 for the six months ended June 30, 2003.  This  substantial  decrease
was due to the fact that the trade show division and automotive division are not
operating and the reliance on outside consultants.

     Selling,  general and  administrative  expenses,  which include  travel and
entertainment,  insurance,  auto, telephone and other expenses were $237,315 for
the six months  ended  June  30, 2004 as compared to $382,791 for the six
months  ended   June  30,  2003.

    Other  Expenses

     Interest and finance  costs were $112,901 for the six months ended June 30,
2004 as compared to $234,741 for the six months ended June 30, 2003.  During the
six months ended June 30, 2004, we recorded no  beneficial  interest as compared
with  $191,302 for the six months ended June 30, 2003.  The decrease in this six
month period is solely due to the fact that in 2003 a large  portion of existing
debt was converted to stock.


LIQUIDITY AND CAPITAL RESOURCES

     Since our inception,  we have incurred losses of approximately  $7,000,000.
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 six months  ended June 30, 2004,  3,519,460  shares of shares of
the Company's  restricted  common stock was issued to various  consultants  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:   August 19, 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. I am 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 my  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to me 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 my  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. I have disclosed, based on my 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: August 19, 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 six months ended June 30, 2004, as filed with the Securities
and Exchange  Commission on the date hereof (the  "Report"),  I, Roland  Breton,
Chief Executive and Principal  Financial and 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
August 19, 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-