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, 2000
Commission file number:                     0-26449



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


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




                           3418 North Ocean Boulevard
                         Fort Lauderdale, Florida 33308
                    (Address of principal executive offices)
                                   (Zip code)

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


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



Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of June 30, 2000:  6,873,585 shares of common stock,  $.001 par
value per share.


<PAGE>





                           DYNAMIC IMAGING GROUP, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED June 30, 2000
                                      INDEX



                                                                            Page

PART I - FINANCIAL INFORMATION

 Item 1 - Consolidated Financial Statements

   Consolidated Balance Sheet (Unaudited)
     June 30, 2000......................................................       2
   Consolidated Statements of Operations (Unaudited)
     For the Three and Six Months Ended June 30, 2000 and 1999..........       3
   Consolidated Statements of Cash Flows (Unaudited)
     For the Six Months Ended June 30, 2000 and 1999....................       4

   Notes to Consolidated Financial Statements...........................     5-8

 Item 2 - Management's Discussion and Analysis or Plan
            of Operations...............................................    9-11


PART II - OTHER INFORMATION

 Item 1 - Legal Proceedings.............................................      12

 Item 2 - Changes in Securities and Use of Proceeds.....................      12

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

 Item 6 - Exhibits and Reports on Form 8-K..............................      12

 Signatures.............................................................      13

<PAGE>

                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2000
                                   (Unaudited)




                                     ASSETS


CURRENT ASSETS:
  Accounts Receivable                                                 $  86,366
  Subscription Receivable                                                 7,500
  Inventories                                                            26,037
                                                                        -------
    Total Current Assets                                                119,903

PROPERTY AND EQUIPMENT - Net                                            136,792
MARKETABLE EQUITY SECURITIES                                             24,000
DUE FROM RELATED PARTIES                                                 31,600
GOODWILL - Net                                                          172,813
SECURITY DEPOSITS                                                         2,990
                                                                        -------
    Total Assets                                                      $ 488,098
                                                                        =======

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Note Payable                                                        $  50,000
  Accounts Payable and Accrued Expenses                                 398,832
  Accrued Salaries                                                      198,502
  Customer Deposits                                                      16,749
  Due to Related Party                                                   25,000
                                                                        -------
    Total Current Liabilities                                           689,083
                                                                        -------

STOCKHOLDERS' DEFICIT:
  Preferred Stock (No Par Value; 5,000,000 Shares
    Authorized; No Shares Issued and Outstanding)                             -
  Common Stock ($.001 Par Value; 50,000,000 Shares Authorized;
    6,873,585 Shares Issued and Outstanding)                              6,874
  Additional Paid-in Capital                                          1,949,977
  Accumulated Deficit                                                (2,157,836)
                                                                     -----------
    Total Stockholders' Deficit                                        (200,985)
                                                                     -----------
    Total Liabilities and Stockholders' Deficit                       $ 488,098
                                                                     ===========



                See notes to consolidated financial statements
                                       -2-
<PAGE>

                DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>



                                                            For the Three Months            For the Six Months
                                                                Ended June 30,                 Ended June 30,
                                                          -------------------------      ------------------------
                                                             2000           1999            2000          1999
                                                          ---------       ---------      ---------      ---------

<S>                                                       <C>             <C>            <C>            <C>

NET SALES                                               $  200,493       $ 144,393      $ 418,302      $ 190,272

COST OF SALES                                               86,442          95,968        181,617        108,443
                                                          ---------       ---------      ---------      ---------

GROSS PROFIT                                               114,051          48,425        236,685         81,829
                                                          ---------       ---------      ---------      ---------

OPERATING EXPENSES:
    Consulting Fees                                         57,060               -        131,670              -
    Contract Labor                                          61,004          44,439        122,912         80,208
    Depreciation and Amortization                            7,187           2,000         12,187          3,000
    Professional Fees                                       19,477           9,151         37,265         15,566
    Rent                                                    27,847          16,614         55,454         31,878
    Salaries                                               114,679         124,700        232,196        234,575
    Other Selling, General and Administrative              114,177          58,135        235,797        170,138
                                                          ---------       ---------      ---------      ---------

      Total Operating Expenses                             401,431         255,039        827,481        535,365
                                                          ---------       ---------      ---------      ---------

LOSS FROM OPERATIONS                                      (287,380)       (206,614)      (590,796)      (453,536)

OTHER EXPENSES:
    Interest Expense                                        76,987               -         76,987              -
                                                          ---------       ---------      ---------      ---------

NET LOSS                                                $ (364,367)      $(206,614)     $(667,783)     $(453,536)
                                                          =========       =========      =========      =========

BASIC AND DILUTED:
    Net Loss Per Common Share                           $    (0.06)      $   (0.04)     $   (0.11)     $   (0.08)
                                                          =========       =========      =========      =========

    Weighted Common Shares Outstanding                    6,192,074       5,551,550      6,049,693      5,431,369
                                                          =========       =========      =========      =========
</TABLE>
                 See notes to consolidated financial statements
                                       -3-
<PAGE>

                        DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                                  For the Six Months
                                                                                    Ended June 30,
                                                                           --------------------------------
                                                                              2000                 1999
                                                                           -----------          -----------
<S>                                                                        <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                                 $ (667,783)          $ (453,536)
  Adjustments to Reconcile Net Loss to Net Cash Flows
    Used in Operating Activities:

      Depreciation and Amortization                                            12,187                3,000
      Recognition of  Officers Compensation on Donated Services                     -               60,000
      Common Stock Issued for Services                                        128,251                2,000
      Interest Expense Recognized for Issuance of Common Stock                 75,000                    -

      (Increase) Decrease in:
       Accounts Receivable                                                    (58,580)              (8,238)
       Inventories                                                            (20,574)                   -
       Due from Related Parties                                                57,541             (159,607)
       Security Deposits                                                            -               (1,000)

      Increase (Decrease) in:
       Accounts Payable and Accrued Expenses                                   99,501              222,847
       Accrued Salaries                                                       126,002                    -
       Customer Deposits                                                         (690)               5,082
                                                                           -----------          -----------
Net Cash Flows Used in Operating Activities                                  (249,145)            (329,452)
                                                                           -----------          -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash from Acquisition                                                         1,276                    -
  Acquisition of Property and Equipment                                       (15,981)             (96,286)
                                                                           -----------          -----------
Net Cash Flows Used in Investing Activities                                   (14,705)             (96,286)
                                                                           -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in Subscriptions Receivable                                         30,500                    -
  Proceeds from Issuance of Common Stock                                      205,000              425,485
  Due to Related Party                                                         25,000               (7,408)
                                                                           -----------          -----------
Net Cash Flows Provided by Financing Activities                               260,500              418,077
                                                                           -----------          -----------

Net Increase (Decrease ) in Cash                                               (3,350)              (7,661)

Cash - Beginning of Period                                                      3,350               10,047
                                                                           -----------          -----------
Cash - End of Period                                                       $        -           $    2,386
                                                                           ===========          ===========
SUPPLEMENTAL INFORMATION:
  Cash Paid During Year for:
    Interest and Taxes                                                     $        -           $        -
                                                                           ===========          ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of Common Stock for Acquisition                                   $  175,000           $        -
                                                                           ===========          ===========
Issuance of Common Stock for Subscription Receivable                       $        -           $  382,000
                                                                           ===========          ===========
Issuance of Common Stock for Marketable Equity Securities                  $   24,000           $        -
                                                                           ===========          ===========
Details of Acquisition:
   Fair value of assets                                                    $   26,777           $        -
    Liabilities                                                                  (377)                   -
    Common stock issued                                                       (26,400)                   -
                                                                           -----------          -----------
   Net cash paid for acquisition                                           $        -           $        -
                                                                           ===========          ===========
</TABLE>

                 See notes to consolidated financial statements
                                      -4-


<PAGE>


                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (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, 1999 and notes  thereto
contained  in the Report on Form  10-KSB of Dynamic  Imaging  Group,  Inc.  (the
"Company") as filed with the Securities and Exchange Commission.  The results of
operations for the six months ended June 30, 2000 are not necessarily indicative
of the results for the full fiscal year ending December 31, 2000.

The accompanying consolidated financial statements have been prepared on a going
concern basis,  which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.  Since its inception,  the Company
has continued to suffer  recurring  losses from operations  that to date,  total
$2,157,836.  At June 30,  2000,  the  Company had a working  capital  deficit of
$569,180.  These factors among others may indicate the Company will be unable to
continue as a going concern for a reasonable  period of time.  The  accompanying
consolidated financial statements do not include any adjustments relating to the
outcome of this uncertainty.

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 is presently  developing its infrastructure and ramping up operations of
its business in order to  eventually  achieve  profitable  operations.  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 business plan, the Company believes it will generate sufficient cash
flow through  operations and external sources of capital to continue to meet its
obligations in a timely manner.

NOTE 2- LOSS PER SHARE

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






                                       -5-
<PAGE>


                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (UNAUDITED)



NOTE 3 - DUE FROM RELATED PARTY

The Company advanced funds to a company affiliated through common officers.  The
advances are non-interest  bearing and are payable on demand.  At June 30, 2000,
advances to this company amounted to $31,600.

NOTE 4 - ACQUISITIONS

During January 2000, the Company acquired 100% of the outstanding  stock of Digi
of Fort  Lauderdale,  Inc. in exchange for 33,000 shares of Company stock with a
fair value of $26,400.  The Company is accounting for this acquisition using the
purchase method of accounting.  The purchase price equaled the fair value of net
liabilities assumed. The results of operations of Digi of Fort Lauderdale,  Inc.
are  included in the  accompanying  financial  statements  from  January 1, 2000
(effective date of acquisition) to June 30, 2000. Digi of Fort Lauderdale,  Inc.
commenced operations subsequent to June 30, 1999. Therefore, unaudited pro forma
consolidated  results of operations have not been presented.  Subsequent to June
30, 2000, the Company sold 50% of its interest in Digi of Fort Lauderdale,  Inc.
to a third party. See Note 9 - Subsequent Event for additional information.

On May 15 2000, the Company  acquired 100% of the outstanding  stock of Peerless
Solutions,  Inc. (Peerless) in exchange for 350,000 shares of Company stock with
a fair value of $175,000. As part of the acquisition,  Peerless changed its name
to DIGI eSolutions, Inc. (eSolutions). In addition to these shares, the Peerless
shareholders  shall be entitled  to receive  from the Company no later than June
30, 2003, his or her  proportionate  shares of contingent shares of common stock
of the Company.  Said shares shall bear a restrictive  Rule 144 legend according
to the Securities Act of 1933. The number of contingent  shares is determined by
dividing the Contingent Sum by the Stipulated Value. The Contingent Sum is equal
to Five (5) times the average annual net earnings of DIGI eSolutions  determined
for each of the following  thirteen (13) and twelve (12) month periods beginning
on May 1, 2000 and ending on May 31, 2003.  Peerless provides  businesses with a
wide range of e-commerce services including  development of business to business
applications,  state of the art web technology and staff augmentation  services.
The Company is  accounting  for this  acquisition  using the purchase  method of
accounting. The purchase price exceeded the fair value of net assets acquired by
$175,000.  As of May 15, 2000,  eSolutions  did not have assets,  liabilities or
operations.  The excess has been applied to goodwill and is being amortized on a
straight-line  basis  over 10  years.  For the  quarter  ended  June  30,  2000,
amortization expense amounted to $2,187.

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,
2000, the Company held only available-for-sale securities, which are reported at
fair value with unrealized  gains and losses excluded from earnings and reported
as a separate component of stockholders' deficit.  At June 30, 2000, their is no
unrealized gain or loss recognized.


                                       -6-
<PAGE>


                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (UNAUDITED)



NOTE 6 - NOTE PAYABLE

The Company  has a note  payable to an  unaffiliated  third  party.  The note is
non-interest bearing, non-collateralized, and is payable on April 1, 2000. As of
June 30,  2000,  the note  payable to this third party  amounted to $50,000.  In
connection with this note payable,  the Company issued 50,000  restricted common
shares in 1999. The value of the consideration,  $40,000 based on the fair value
price per share of $.80,  was  reflected  as  interest  expense  and  charged to
operations  in the year ended  December 31,  1999.  If the note is not repaid on
April 1, 2000,  a penalty of 50,000  shares per month shall be paid to the third
party. During the quarter ended June 30, 2000, the Company issued 150,000 shares
of common stock in  accordance  with this  penalty.  These shares were valued at
approximately  $.50 per share,  the fair values.  As of August 1, 2000, the note
had not been repaid.


NOTE 7- STOCKHOLDERS' EQUITY (DEFICIT)

Preferred Stock

The Company is authorized to issue 5,000,000 shares of Preferred Stock with such
designations,  rights and  preferences as may be determined from time to time by
the Board of Directors.

Common Stock

During January 2000, the Company issued 80,000 shares of restricted common stock
for $40,000 in cash and marketable equity securities with a fair market value of
$24,000.

During January 2000, the Company issued 33,000 shares of restricted common stock
at a fair value price of $.80 in exchange for 100% of the outstanding  shares of
Digi of Fort Lauderdale, Inc.

During the three month period ended March 31, 2000,  the Company  issued  82,000
shares  of  restricted  common  stock  in  exchange  for  professional  services
rendered.  These shares were valued at $.80 to $2.50 per share, the fair values,
and charged to operations.

During  January 2000,  the Company  authorized the issuance of 310,000 shares of
restricted  common  stock  to a third  party at a fair  value  price of $.50 per
share.  The shares had been  issued for net  proceeds  of $155,000.

During March 2000, the Company  issued 10,000 shares of restricted  common stock
for proceeds of $10,000.

On May  15,  2000,  the  Company  entered  into a  stock  exchange  and  plan of
reorganization  agreement  with Peerless  Solutions,  Inc. The Company agreed to
exchange  350,000  shares of its  restricted  common  stock for 100% of Peerless
Solutions,  Inc. These shares were valued at  approximately  $.50 per share, the
fair value at date of issuance.




                                       -7-
<PAGE>


                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2000
                                   (UNAUDITED)


NOTE 7- STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

During June 2000, the Company  issued 150,000 shares of restricted  common stock
as payment of interest  expense on a note  payable.  These shares were valued at
approximately $.50 per share, the fair value at the date of issuance.

During May and June 2000, the Company issued 101,500 shares of restricted common
stock in exchange for professional  services rendered.  These shares were valued
at $.50 per  share,  the fair  value at the date of  issuance,  and  charged  to
operations.

NOTE 8 -COMPREHENSIVE INCOME

The Company uses  Statement of Financial  Accounting  Standards  (SFAS) No. 130,
"Reporting Comprehensive Income." This pronouncement sets forth requirements for
disclosure  of  the  Company's   comprehensive   income  and  accumulated  other
comprehensive  items. In general,  comprehensive  income combines net income and
"other  comprehensive  items," which represent certain amounts that are reported
as  components  of  stockholders'  equity  in the  accompanying  balance  sheet,
including foreign currency  translation  adjustments.  For the six months ending
June 30, 2000, the Company had no comprehensive income.

NOTE 9 - SUBSEQUENT EVENTS

On July 10,  2000,  the Company  issued a  convertible  debenture  and  borrowed
$27,826  from  a  third  party.  The  entire   outstanding  debt  plus  interest
aggregating  $65,000 shall be due and payable on October 10, 2000. The aggregate
debt amounting to $65,000 shall be convertible, at default, at the option of the
lender, into shares of the Company's common stock at a conversion price of $1.00
per share or 65,000 shares.

On  July  1,  2000,  the  Company  sold  50% of its  interest  in  Digi  of Fort
Lauderdale,  Inc. to a stockholder  and former employee and entered into a joint
venture  agreement.  As  consideration,  the sum of $20,000 shall be paid to the
Company. The purchaser surrendered to the Company 10,000 shares of the Company's
stock to be held in the purchaser's  name for six months.  The common shares may
be sold on the open market by the Company at a value equal or greater than $2.00
per share at any time prior to the last day of the sixth month.





                                      -8-

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Results of Operations

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

Six and three months ended June 30, 2000  compared to six and three months ended
June30, 1999.

Net sales for the six and three  months  ended June 30, 2000 were  $418,302  and
$200,493,  respectively,  as compared to net sales for the six and three  months
ended June 30, 1999 of $190,272 and $144,393.  This increase is principally  due
to volume  and rate  increases  in our  existing  markets,  as well as  revenues
associated with new store operations in Miami and Fort Lauderdale, Florida.

For the six and three  months  ended June 30,  2000,  cost of sales  amounted to
$181,617 and $86,442 or 43 % of net sales as compared to $108,443 and $95,968 or
56% and 66 % of net sales,  for the six and three  months  ended June 30,  1999,
respectively.  We recognize a greater  gross profit margin from graphic sales as
compared to display  sales.  Net sales and gross  profits  depend in part on the
volume  and mix of  display  sales,  graphic  sales and  rental  sales.  Graphic
products  have a higher gross margin with a relatively  lower sales  transaction
amount per customer,  while  display sales have a comparably  lower gross profit
margin with a relatively  higher sales transaction  amount per customer.  During
the six months ended June 30, 2000,  displays sales accounted for  approximately
69% of net  sales as  compared  to  approximately  76% of net  sales for the six
months ended June 30, 1999.  Accordingly,  we recognized gross profit margins of
53% for the six and three months ended June 30, 2000 as compared to gross profit
margins  of 44%  and 34% for the six and  three  months  ended  June  30,  1999,
respectively.

Consulting  fees were  $131,670  and $57,060 for the six and three  months ended
June 30,  2000,  respectively,  as compared to $-0- for the six and three months
ended June 30,  1999.  The  increase is  primarily  attributable  to  investment
banking  and  other  fees   incurred  in   connection   with  our  stock  sales.
Additionally, during May and June 2000, we issued 101,500 shares of common stock
in exchange for professional and consulting services rendered. These shares were
valued at $.50 per share, the fair value, and charged to consulting fees.

Contract labor expenses include costs and commissions related to our sales force
that is comprised of both direct employees of the Company (included in salaries)
and  independent  sales  representatives.  Contract labor also includes costs of
certain  individuals related to administration and purchasing who are engaged on
a contractual  basis.  Contract labor expenses were $122,912 and $61,004 for the
six and three months ended June 30, 2000,  respectively,  as compared to $80,208
and $44,439 for the six and three months  ended June 30,  1999.  The increase in
contract  labor is  attributable  to our growth and need to support our existing
products  and  service  business as well as to provide  the  infrastructure  for
future growth.





                                      -9-

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


Results of Operations (Continued)

Professional  fees were  $37,265 and $19,477 for the six and three  months ended
June 30, 2000,  respectively,  as compared to $15,566 and $9,151 for the six and
three months ended June 30, 1999. The increase is  attributable to the fact that
we incurred  additional  legal and accounting fees in connection with the filing
of our registration  statement on Form 10-SB, as filed and subsequently amended,
during fiscal 2000.

Rent expense was $55,454 and $27,847 for the six and three months ended June 30,
2000 as compared to $31,878 and $16,614 for the six and three  months ended June
30,  1999.  The increase was directly  attributable  to the  acquisition  of our
wholly owned subsidiary, Digi of Fort Lauderdale, Inc.

Salaries  were $232,196 and $114,679 for the six and three months ended June 30,
2000,  respectively,  as compared to $234,575 and $124,700 for the six and three
months ended June 30, 1999.  Salary figures have remained  comparatively  steady
over the  periods.  We  anticipate  head  count to  remain  consistent.  We will
continue to use contract labor as necessary to complete projects and to generate
sales.

Other selling,  general and  administrative  expenses,  which include travel and
entertainment,  insurance, auto, telephone and other expenses, were $235,797 and
$114,177  for the six and  three  months  ended  June 30,  2000 as  compared  to
$170,138  and  $58,135 for the six and three  months  ended June 30,  1999.  The
increase is primarily  attributable  to increased  sale and  marketing  efforts.
Additional,  we have  incurred  additional  travel  and  entertainment  expenses
related to our SEC filings and stock registration.

Interest  expense was $76,987 for the six and three  months ended June 30, 2000,
respectively,  as compared to $-0- for the six and three  months  ended June 30,
1999. The increase was directly  attributable to our issuance  150,000 shares of
common stock as payment of interest expense on a note payable. These shares were
valued at approximately $.50 per share, the fair values.

As a result of the  foregoing  factors,  we  incurred  losses  of  approximately
$667,783 or ($.11) per share for the six months  ended June 30, 2000 as compared
to a loss of approximately $453,536 or ($.08) per share for the six months ended
June 30, 1999.


LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2000, we had a stockholders'  deficiency of approximately  $201,000.
Since our inception,  we have incurred losses of approximately  $2,158,000.  Our
operations  and growth have been  funded by the sale of common  stock with gross
proceeds of approximately  $880,000 and working capital borrowings  amounting to
$50,000.  Additionally,  on July 10, 2000, we issued a convertible debenture and
borrowed $27,826 from a third party. This entire  outstanding debt plus interest
aggregating  $65,000 shall be due and payable on October 10, 2000. The aggregate
debt amounting to $65,000 shall be convertible, at default, at the option of the
lender, into shares of the Company's common stock at a conversion price of $1.00
per share or 65,000  shares.  These  funds  were used for  working  capital  and
capital expenditures.




                                      -10-

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (Continued)

We have no other material commitments for capital expenditures.  We believe that
we have sufficient  liquidity to meet all of our cash  requirements for the next
twelve months through cost reductions and increased  marketing  efforts together
with additional  proceeds from common stock sales. A key element of our strategy
is to continue to expand our sales force and to evaluate opportunities to expand
through  acquisition of companies  engaged in similar and related  complementary
businesses.  During  May 2000,  we  acquired  100% of the  outstanding  stock of
Peerless  Solutions,  Inc.  (Peerless) in exchange for 350,000 shares of Company
stock  with a fair  value  of  $175,000.  As part of the  acquisition,  Peerless
changed its name to DIGI  eSolutions,  Inc.  (eSolutions).  Esolutions  provides
businesses  with a wide range of e-commerce  services  including  development of
business to business  applications,  state of the art web  technology  and staff
augmentation  services.  We expect eSolutions to generate revenues and cash flow
aggregating  $400,000  during  the  fourth  quarter of the  calendar  year.  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.

During the six months ended June 30, 2000,  our operating cash  requirement  was
$224,145  attributable to a net loss of $667,783  mitigated by non-cash  charges
for  depreciation  and  amortization  of $12,187,  stock based  compensation  of
$128,251  and stock issued for interest  expense of $75,000.  The net  remaining
shortfall  was  primarily  funded by the net sale of common  stock for  $235,500
received  during the six months ended June 30, 2000.  Partially  offsetting this
funding were capital expenditures of $15,981.

During the six months ended June 30, 1999,  our operating cash  requirement  was
$336,860  attributable to a net loss of $453,536  mitigated by non-cash  charges
for depreciation and amortization of $3,000,  stock based compensation of $2,000
and the recognition of officers compensation on donated services of $60,000. The
net remaining shortfall was primarily funded by the net sale of common stock for
$425,485  received  during  the  six  months  ended  June  30,  1999.  Partially
offsetting this funding were capital expenditures related to the acquisitions of
trade show displays to be used in our display rental business of $96,286.


















                                      -11-

<PAGE>


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         We are not involved in any material litigation

Item 2. Changes in Securities and Use of Proceeds

     During January 2000, the Company issued 80,000 shares of restricted  common
stock for $40,000 in cash and marketable  equity  securities  with a fair market
value of $24,000.

     During January 2000, the Company issued 33,000 shares of restricted  common
stock at a fair  value  price of $.80 in  exchange  for 100% of the  outstanding
shares of Digi of Fort Lauderdale, Inc.

     During the three month  period  ended March 31,  2000,  the Company  issued
82,000 shares of restricted  common stock in exchange for professional  services
rendered.  These shares were valued at $.80 to $2.50 per share, the fair values,
and charged to operations.

     During January 2000, the Company  authorized the issuance of 310,000 shares
of  restricted  common  stock to a third party at a fair value price of $.50 per
share. The shares had been issued for net proceeds of $155,000.

     During March 2000,  the Company  issued 10,000 shares of restricted  common
stock for proceeds of $10,000.

     On May 15,  2000,  the Company  entered  into a stock  exchange and plan of
reorganization  agreement  with Peerless  Solutions,  Inc. The Company agreed to
exchange  350,000  shares of its  restricted  common  stock for 100% of Peerless
Solutions,  Inc. These shares were valued at  approximately  $.50 per share, the
fair value at date of issuance.

     During June 2000, the Company  issued  150,000 shares of restricted  common
stock as payment of interest expense on a note payable. These shares were valued
at approximately $.50 per share, the fair value at the date of issuance.

     During May and June 2000,  the Company  issued 101,500 shares of restricted
common stock in exchange for professional  services rendered.  These shares were
valued at $.50 per share, the fair value at the date of issuance, and charged to
operations.

Item 4.  Submission of Matters to Vote of Security Holders

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

                (10.1) Stock  exchange   agreement   and plan of  reorganization
                       with Peerless Solutions, Inc.

                (27)   Financial Data Schedule

         (b)    There were no current reports on Form 8-K filed by us during the
                six months ended June 30, 2000.


                                      -12-

<PAGE>

                                   SIGNATURES


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

                                            DYNAMIC IMAGING GROUP, INC.


Dated:   August 18, 2000                    By:/s/Gary Morgan
                                            -----------------------------------
                                            Gary Morgan, Chief Executive Officer

Dated:   August 18, 2000                    By:/s/Roland Breton
                                            -----------------------------------
                                            Roland Breton, President






                                      -13-
<PAGE>