SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10K-SB
          Annual report pursuant to section, section 13 or 15(d) of the
                         Securities Exchange Act of 1934
    For the fiscal year ended April 30,2003. Commission file number 000-33285

                           DYNAMIC INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)
<TABLE>
                     Nevada                                                        11-3563216
---------------------------------------------------------------            --------------------------------
 (State or other jurisdiction of incorporation or organization)         (I.R.S. Employer Identification Number)
<S>                                                                     <C>
         58 Second Avenue, Brooklyn, New York                                            11215
---------------------------------------------------------                       -----------------
         (Address of Principal Executive Offices)                                    (Zip Code)
</TABLE>
         Registrant's telephone number, including Area Code:     (718) 369-4160
                                                              ------------------

        Securities to be registered pursuant to Section 12(b) of the Act:
                                                         None

        Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock (par value $.001 per share)
                                 Title of Class


Indicate by check mark whether the issuer (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 twelve (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 ninety (90) days.
Yes [X] No []

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

The  aggregate  market  value of voting and  non-voting  common  equity  held by
non-affiliates of the Issuer: Indeterminate - No existing market

The number of shares outstanding of Issuer's Common Stock as of July 29,2003:
4,418,258

Transitional Small Business Disclosure Format: Yes [] No [X]


Revenues for the most recent fiscal year: $ 7,441,000

                                     Page 1
<PAGE>

                                Table of Contents
<TABLE>
<S>                                                                          <C>
Part I
Item 1.Description of Business                                                3

Item 2.Properties                                                             7

Item 3.Legal Proceedings                                                      7

Item 4.Submission of Matters to a Vote of Security Holders                    7

Part II
Item 5.Market Price of Company's Common Equity and
           Related Stockholder Matters                                        7

Item 6.Management's Discussion and Analysis of Financial
           Condition and results of Operations                                8

Item 7. Financial Statements and Supplementary Data                          14


Item 8.Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                               14

Part III
Item 9.Directors and Executive officers of the Company                       14
Item 10.Executive compensation                                               15
Item 11.Security ownership of certain beneficial owners and
             Management                                                      16
Item 12.Certain Relationships and Related Transactions                       16

Part IV
Item 13.Exhibits on Form 10K                                                 18
Item 14. Controls and Procedures                                             18
Signatures                                                                   19
Certifications                                                              20-21

Index to Exhibits                                                            22
</TABLE>

                                     Page 2
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Statements contained herein, which are not historical facts, are forward-looking
statements.   Forward-looking   statements   involve   a  number  of  risks  and
uncertainties  including,  but not limited to, general economic conditions,  the
Company's  ability to  complete  development  and then market its  products  and
competitive factors and other risk factors detailed herein.

Background of Registrant

Dynamic  International,  Inc. (the  "Company") was formed on August 31,2000 as a
wholly owned  company of Dynamic  International  Ltd.  ("Ltd.").  Pursuant to an
Equity  Transfer  and  Reorganization   Agreement  dated  August  10,2000,  (The
"Agreement") by and among Ltd., certain of its shareholders, Emergent Management
Company,  LLC  ("Emergent"),  and several  holders of  membership  interests  in
Emergent  Ventures,  LLC (an affiliate of Emergent) Ltd.  transferred all of its
assets to the Company.  In addition,  the Company assumed all of the liabilities
of  Ltd.  (other  than  outstanding  bank  debt  in  the  amount  of  $250,000).
Immediately following such transfer of assets and the assumption of liabilities,
Ltd. transferred to its shareholders, on a pro-rata basis, all of the issued and
outstanding shares of common stock of the Company (4,418,258 shares).

Business of Registrant

The Company,  a Nevada  corporation,  is engaged in the design and  marketing of
sports bags and luggage,  which are marketed  primarily  under the licensed name
JEEP(TM) and under its own name, Polaris Expedition(TM). The Company's objective
is to  become a  designer  and  marketer  of goods  that are  associated  with a
free-spirited lifestyle and leisure time.

Products

Sports  Bags/Luggage  - The  Company's  line  of  sports  bags/luggage  consists
primarily of duffel bags, weekend bags, garment bags, suitcases, pilot cases and
flight  attendant  wheeled  cases.  Some of the models are equipped  with wheels
and/or retractable handles.


Design and Development

The Company has been granted a number of design  patents with respect to certain
of its products. See "Intellectual  Property--License  Agreements".  The Company
employs  a  designer  on  a  full-time  basis  for  the  design  of  its  sports
bags/luggage  products.  During the most recent  fiscal  year the Company  spent

                                     Page 3
<PAGE>
approximately  $103,000 on design  activities,  including  fees to designers and
patent  attorneys.  The Company may, from time to time,  utilize the services of
consultants for product and package design.

The Company's products are manufactured in China and Sri Lanka which in the most
recent fiscal year accounted for approximately  70%, 30%,  respectively,  of the
Company's products. Orders for sports bags/luggage require a period of 90 to 120
days  before  they  are  shipped.   The  Company  ordinarily  has  its  products
manufactured based on purchase orders and it has no long-term relationships with
any of its  manufacturers.  The Company believes that, if necessary,  it will be
able to obtain its products from firms  located in other  countries at little if
any  additional  expense.  As  a  consequence,  the  Company  believes  that  an
interruption  in deliveries by a  manufacturer  located in a particular  country
will  not  have a  material  adverse  impact  on the  business  of the  Company.
Nevertheless,  because  of  political  instability  in a  number  of the  supply
countries,   occasional  import  quotas  and  other  restrictions  on  trade  or
otherwise,  there can be no  assurance  that the Company  will at all times have
access to a sufficient supply of merchandise


Sales and Marketing

The Company sells its products on a wholesale basis only. The Company's products
are  sold  to  discount  stores,  mass  merchants,  department  stores,  luggage
specialty stores and sporting goods stores.  For the fiscal year ended April 30,
2003, Sears Roebuck & Co., JC Penney,  BJ'S Wholesale Club and Kohl's Department
Stores  accounted  for 25%,  20%, 15% and 13%,  respectively,  of the  Company's
revenue.  No  other  customer  accounted  for  more  than  10% of the  Company's
revenues.  For the fiscal  year ended  April 30,  2003,  sales of the  Company's
sports bags/luggage products accounted for 100% of the Company's revenues.

The Company sells its products  primarily through  independent sales agents on a
commission-only basis. The Company currently engages 4 sales agents either on an
individual basis or through independent sales organizations.  The Company has no
long-term  arrangements  with  any of  its  agents.  The  Company  usually  pays
commissions  ranging  from .5% to 5% of the net  sales  price  of its  products.
Although the Company believes that its sales agents sell products exclusively on
behalf of the Company,  there are no agreements  that prohibit them from selling
competing products.

In  addition,  on a small  scale,  the  Company  markets  existing  products  to
retailers  for resale  under their own private  labels.  Currently,  the Company
delivers  to Kohl's  Department  Stores.  Although  the scope of this  marketing
effort is currently limited,  the Company intends to try to expand the number of
private label  transactions.  No assurance can be given that its efforts in this
area will be successful.


Competition
The Company's sports  bags/luggage  products compete with products designed by a
number of the largest companies in the industry,  including Samsonite,  Sky Way,
American Tourister. Ricardo and High Sierra The Company believes that because of
its concentration on the upscale  lifestyle and more specialized  leisure market
that are associated with the trademark JEEP(TM),  it will be able to continue to
grow its sports  bags/luggage  business.  The Company's larger  competitors have
access to greater financial  resources.  Accordingly,  there can be no assurance
that the Company will be able to  effectively  compete  with these  companies as
well as with other smaller entities.

                                     Page 4
<PAGE>

Intellectual Property--License Agreements
The  Company   owns  the   trademark   Polaris   Expedition(TM),U.S.   Trademark
Registration  Number  2,417,987.This  trademark is used on a  collection  of the
Company's backpacks, duffel bags and upright Pullmans.

The Company owns the U.S.  Design  Patent for a Wheeled  Backpack.  U.S.  Design
Patent  Number US D448,  161 S. This  patent is for the  ornamental  design of a
wheeled backpack.


License  Agreements - The Company sells a number of its products  under licensed
names. The Company has entered into licensee  agreements,  which provide for the
use of various trade names, as follows:

Jeep - Under an agreement dated January 8, 1993, as amended by letter  amendment
dated May 10,2002,  between the Company and the Daimler Chrysler Corporation (as
so amended, the "Jeep Agreement"), the Company was granted the exclusive license
to use the names JEEP, WRANGLER and RENEGADE in connection with the manufacture,
sale and distribution of sports  bags/luggage  products.  The current expiration
date of the Jeep  Agreement  is December  31,  2005.  Under the  agreement,  the
Company  must pay the  greater of 6% of net Jeep sales or minimum  royalties  of
$240,000, $300,000, $350,000 and $350,000,  respectively, for the calendar years
2002,2003,2004, and 2005. In addition, the Company must pay 1% of net Jeep sales
as an advertising fee.


Adolfo- Under an agreement  dated September  1,2000,  between the Company and 3L
Associates, the Company was granted the exclusive license to use the Adolfo name
in connection with the manufacture, sale and distribution of sports bags/luggage
products. The Adolfo agreement, which was renewable until March 2007, expired on
March 31, 2003.  Under the agreement,  the company must pay the greater of 6% of
net Adolfo  sales or minimum  payments of $25,000 for each annual  period  until
March 2003.  The Company  notified the licensor that the Company does not intend
to renew the  agreement.  A dispute has arisen,  however,  because the licensor
believes the Company's  notification  of  termination  was  insadequate.  In any
event,  however, the maximum exposure under the terms of the licensing agreement
is approximately $200,000.

                                     Page 5
<PAGE>

Management Agreement with Achim Importing Co., Inc.

Pursuant to a Warehousing and Service  Agreement  dated as of September  21,2000
(the "Warehousing  Agreement")  between the Company and Achim Importing Company,
Inc. ("Achim"),  Achim performs certain administrative services on behalf of the
Company. Under the Warehousing Agreement,  Achim assists, among other things, in
the  maintenance  of  financial  and  accounting  books  and  records,   in  the
preparation of monthly financial  accounts  receivable aging schedules and other
reports and in the performance of credit checks on the Company's customers.

In consideration for these services,  Achim receives an annual fee calculated as
a percentage  of the  Company's  invoiced  sales  originating  at the  warehouse
ranging  from 4% of  invoiced  sales  under $30  million  to 3% for sales of $60
million or more. For sales not  originating  at the warehouse,  Achim receives a
service fee in the amount of 1.5% of the Company's  invoiced  sales to customers
and accounts located in the United States if payment is made by letter of credit
and 1% if such  customers  and accounts are located  outside the United  States,
irrespective of manner of payment.

In  addition,  under  the  Warehousing  Agreement,  Achim  provides  warehousing
services  consisting  of  receiving,  shipping  and  storing  of  the  Company's
merchandise.  The Company pays Achim a monthly fee of 3% of its  invoiced  sales
originating  at the  warehouse in  connection  with these  warehousing  services
performed by Achim under the  Warehousing  Agreement.  As part of this agreement
the Company applies an offset for certain shared expenses.

The Warehousing Agreement has a term of two years and is automatically renewable
for additional one-year periods unless written notice of termination is given at
least six  months  prior to the  commencement  of a renewal  period.  During the
fiscal year ended April 30, 2003, the Company charged  operations  approximately
$406,000 in fees.

Pursuant to a Security  Agreement dated as of January 2,2001 between the Company
and  Achim,   Achim  has  perfected  its  security  interest  in  the  accounts,
collateral,  documents,  general  intangibles,  instruments and inventory of the
Company.  This security agreement is intended to secure amounts due to Achim for
purchases  of  inventory  Achim has made for the  Company,  for which  Achim has
charged the Company without  markup,  and for advances of working capital to the
Company. As of April 30,2003 the balance due to Achim was $2,901,000.

Achim is  wholly  owned by  Marton  B.  Grossman,  the  Company's  Chairman  and
President.

Employees

As of July 15,2003, the Company employed 7 persons, of whom three were executive
officers,   two   were   engaged   in   sales   and   two   were   involved   in
operations-warehousing   and  shipping.  None  of  the  Company's  employees  is
represented by a union and no work stoppages have occurred.

                                     Page 6
<PAGE>

ITEM 2. PROPERTIES

The Company  occupies  4,500 square feet of office  space,  located at 58 Second
Avenue,  Brooklyn,  New York.  The  property  is leased by Achim from C&F Second
Avenue.  Since Achim is the lessee,  Achim makes the  property  available to the
Company on an at-will  basis.  In  addition,  the  Company  occupies  space in a
warehouse located at 1600 Livingston  Avenue,  North Brunswick,  New Jersey. The
Company  occupies  space in this  warehouse  on an as  needed  basis and at will
basis.  The property is leased by Achim from 1600 Rt.1,  LLC. See PART I ITEM 1.
DESCRIPTION OF BUSINESS  "Management  Agreement with Achim  Importing Co., Inc."
and PART III ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

ITEM 3. LEGAL PROCEEDINGS

     Under an  agreement  dated  September  1, 2000,  between the Company and 3L
     Associates, the Company was granted the exclusive license to use the Adolfo
     name in connection with the  manufacture,  sale and  distribution of sports
     bags\ luggage  products.  The Adolfo  agreement,  which was renewable until
     March 31,2007,  expired on March 31,2003. The Company notified the licensor
     that the  Company  does not intend to renew the  agreement.A  dispute  has
     arisen,  however,  because the licensor believes the Company's notification
     of termination was insadequate. In any event, however, the maximum exposure
     under the terms of the licensing agreement is approximately $200,000.

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

            Not applicable.


                                     PART II

ITEM 5. MARKET  PRICE OF  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
     MATTERS

The  Company's  common  shares do not trade  publicly.  As of July 29,  2003,the
Company  had  4,418,258  shares  of  Common  Stock  outstanding  held  by  1,348
shareholders of record,  all of which shares may be sold pursuant to Rule 144 of
the Securities Act of 1933, as amended. The Company does not have any options or
warrants outstanding.


The  Company  has not paid a cash  dividend  on its Common  Stock.  The  Company
intends  to  retain  all  earnings  for the  foreseeable  future  for use in the
operation and expansion of its business and,  accordingly,  the Company does not
contemplate paying any cash dividends on its Common Stock in the near future.

                                     Page 7
<PAGE>

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

Statements contained herein, which are not historical facts, are forward-looking
statements.   Forward-looking   statements   involve   a  number  of  risks  and
uncertainties  including,  but not limited to, general economic conditions,  the
Company's  ability to  complete  development  and then market its  products  and
competitive factors and other risk factors detailed herein.

Dynamic  International,  Inc. (the  "Company") was formed on August 31,2000 as a
wholly  owned  company  of  Dynamic  International  Ltd.  Pursuant  to an Equity
Transfer and Reorganization Agreement dated August 10,2000. (The "Agreement") by
and among Ltd., certain of its shareholders,  Emergent Management  Company,  LLC
("Emergent"),  and several holders of membership interests in Emergent Ventures,
LLC (an  affiliate  of  Emergent),  Ltd.  transferred  all of its  assets to the
Company.  In addition the Company  assumed all of the liabilities of Ltd. (other
than outstanding bank debt in the amount of $250,000).

General
The following  discussion  should be read in conjunction  with the  Consolidated
Financial Statements and related notes thereto of the Company included elsewhere
herein.

The Company's auditors have indicated,  in their report dated July 22,2003, that
there is substantial  doubt regarding our ability to continue as a going concern
as a result an  accumulated  deficit of  approximately  $6,200,000  and  working
capital deficiency of approximately $1,100,000 at April 30,2003. The Company did
generate cash from operations of  approximately  $608,000 and $1,379,000 for the
fiscal years ended April 30,2003 and 2002,  respectively.  However,  the Company
used the cash to repay  amounts due to Achim during the fiscal years ended April
30,2003 and 2002 of  approximately  $589,000 and $1,399,000,  respectively.  The
Company also  recorded net  decreases in cash for the years ended April  30,2003
and 2002 of approximately $1,000 and $21,000,  respectively. In 2003 the Company
had a profit of $318,000  however,  there can be no assurance that  management's
plan will  continue to be  successful  .The  Company  will need to continue  and
possibly add to its  borrowing  facility  with an affiliate  unless  alternative
funding  can be  arranged.  These  factors  raise  substantial  doubt  about the
Company's ability to continue as a going concern.

Results of  Operations  for the Fiscal Year Ended April 30, 2003 Compared to the
Fiscal Year Ended April 30, 2002.

Sales for the fiscal year ended April 30,  2003,decreased by $160,000 or 2.1% to
$7,441,000 from $7,601,000 for the fiscal year ended April 30, 2002.  During the
fiscal year ended April 30, 2003, sales to Kohl's Department  Stores,  Mervyn's,
Meijer, Inc., and Sears Roebuck decreased by approximately  $562,000,  $474,000,
$392,000 and $123,000,  respectively.  These decreases were partially  offset by
increased sales to JC Penney's of approximately  $1,453,000.  Allowances granted
to  customers  were 12.1% of net sales for the fiscal year ended  April  30,2003
compared to 9.6% for the fiscal year ended April 30,2002.  This increase was due
primarily to allowances  given to JC Penney and Mervyn's for the introduction of
new products of $100,000 and $30,000, respectively.

The  Company's  gross profit of  $2,243,000  for the fiscal year ended April 30,
2003 was $514,000 higher than the gross profit of $1,729,000 for the fiscal year
ended April 30,2002.  The gross profit, as a percentage of sales,  improved from
22.74% in fiscal 2002 to 30.14% in 2003.  These increases are the result of cost
containment  measures  and  improved  pricing for  merchandise  purchased in the
Peoples Republic of China.

                                     Page 8

<PAGE>

Operating expenses,  exclusive of interest expense, of $1,774,000 for the fiscal
year  ended  April  30,  2003 were  $420,000  less than  operating  expenses  of
$2,194,000  for  the  fiscal  year  ended  April  30,  2002.  This  decrease  is
represented approximately by changes in the following expenses:

                                    Increase
                                   (Decrease)
<TABLE>
<S>                                <C>
Royalty Expense                        ($308,000)
Shipping Fees                            $24,000
Salesman Salaries                      ($130,000)
Travel Expenses                         ($31,000)
Show Expenses                            $33,000
Insurance                               ($14,000)
Other Corporate Expenses                  $6,000
</TABLE>

Royalty  expenses  decreased  by $308,000  due  primarily  to the accrual of the
balance of minimum  royalties due to Connelly  Synergy  Systems LLC,  during the
fiscal year ended April  30,2002.  Shipping  fees  increased by $24,000 due to a
decrease in direct  shipments  to  customers  during the fiscal year ended April
30,2003.Direct  shipments  incur  shipping  fees at a lower  rate than  domestic
warehouse sales. Salesman salaries and travel expenses decreased by $130,000 and
$31,000,  respectively,  due primarily to the  elimination of a sales  position.
Show Expenses  increased by $ 33,000 because the company attended a luggage show
in March of 2003 that it had not attended in the prior  fiscal  year.  Insurance
expense  decreased by $14,000 due to lower insurance  premiums.  Other corporate
expenses  increased  by $6,000  including  an  increase  in legal fees which was
offset by a decrease in telephone expenses.

Interest  expense for the fiscal year ended April 30, 2003  decreased  by $1,000
from the fiscal year ended April 30, 2002.

Interest  expense-  related  party  for the  fiscal  year  ended  April  30,2003
decreased by $79,000 to $136,000  from  $215,000 for the fiscal year ended April
30,2002.  This  decrease is due to reduced  interest  rates and the reduction of
amount due to Achim Importing Company, Inc. ("Achim").

The Company's pretax income of $318,000 for the fiscal year ended April 30, 2003
represents  a  $1,014,000  change from a pretax loss of $696,000  for the fiscal
year ended April 30, 2002.

Management  has projected a business  plan which it believes is  realistic,  and
which,  projects  revenues to decrease by  approximately  7% and gross margin to
remain relatively consistent with the fiscal year ended April 30,2003. This will
result in a decrease in net income and the need for continued  financial support
from Achim.  No assurances  can be given that any of these  anticipated  results
will actually be achieved.

                                     Page 9
<PAGE>

The  following  table  sets  forth the  result  of  operations  for the  periods
discussed above.
<TABLE>
<S>                                                       <C>                       <C>
                                                              Fiscal Year             Fiscal Year
                                                                 Ended                   Ended
                                                           April 30, 2003            April 30, 2002
Gross Sales                                                   $8,343,000              $8,334,000
 Allowances                                                     (902,000)               (733,000)
                                                              ------------             -----------
Net Sales                                                     $7,441,000              $7,601,000
Cost of Goods
Sold                                                           5,198,000              $5,872,000
                                                              ------------             -----------

Gross Margin                                                   2,243,000               1,729,000
         As a Percentage of Net Sales                           30.14%                   22.74%


Operating Expenses                                             1,774,000               2,194,000
Interest                                                          15,000                  16,000
Interest- related party                                          136,000                 215,000
                                                              ------------            -----------
                                                               1,925,000               2,425,000

Pretax Income (Loss)                                            $318,000               ($696,000)


</TABLE>

Results of  Operations  for the Fiscal Year Ended April 30, 2002 Compared to the
Fiscal Year Ended April 30, 2001.

Sales for the fiscal year ended April 30,  2002,decreased by $1,925,000 or 20.0%
to $7,601,000  from  $9,526,000 for the fiscal year ended April 30, 2001.  Sales
for the fiscal  year ended  April  30,2001  included  the sale of the  Company's
exercise  products,   under  an  agreement  with  Bollinger   Industries,   L.P.
(Bollinger),  (See PartI Item 3 Legal  Proceedings) for approximately  $871,000.
After  excluding the sale to Bollinger  from the Company's  sales for the fiscal
year ended April  30,2001,  the company's  sales for the fiscal year ended April
30,2002 decreased by $1,054,000 or 12.2%. During the fiscal year ended April 30,
2002,  sales to Kohl's  Department  Stores  Sears  Roebuck and Office Depot Inc.
decreased by  approximately  $1,176,000,  $677,000 and  $241,000,  respectively.
These  decreases were offset by increased sales to Mervyn's (a new customer) and
BJ'S  Wholesale  Club of  approximately  $911,000  and  $169,000,  respectively.
Allowances granted to customers were 9.6% of net sales for the fiscal year ended
April  30,2002  compared  to 10.4% for the  fiscal  year  ended  April  30,2001.
Allowances  for the  fiscal  year ended  April  30,2001  included  approximately
$224,000  in  allowances  granted  to  Bollinger  for the sale of the  Company's
exercise  products which equaled  approximately  2.4% of the net sales. This was
offset by increases in allowances  granted to Mervyn's of approximately  1.5% of
net sales for the fiscal year ended April 30,2002.

The  Company's  gross profit of  $1,729,000  for the fiscal year ended April 30,
2002 was $301,000 less than the gross profit of  $2,029,000  for the fiscal year
ended April 30,2001.

The gross profit percentage improved from 21.3% in fiscal 2001 to 22.74 in 2002.
Sales for the  fiscal  year  ended  April  30,  2001,  included  the sale of the
Company's exercise products, under an agreement with Bollinger Industries,  L.P.
(Bollinger),  for  approximately  $871,000.  The sale of the Company's hand held
exercise product line to Bollinger in June 2000 was at cost, generating no gross
margin.  After excluding the sale to Bollinger,  the gross margin for the fiscal
year ended April 30,2001 was 23.3%.

                                     Page 10
<PAGE>

Operating expenses,  exclusive of interest expense, of $2,194,000 for the fiscal
year  ended  April  30,  2002 were  $754,000  less than  operating  expenses  of
$2,948,000  for  the  fiscal  year  ended  April  30,  2001.  This  decrease  is
represented approximately by changes in the following expenses:

                                        Increase
                                       (Decrease)
<TABLE>
<S>                                     <C>
Royalty Expense                         $200,000
Shipping Fees                          ($175,000)
Salesman Salaries                       ($43,000)
Salesman Commissions                   ($118,000)
Travel expenses                         ($33,000)
Promotional and Selling Materials      ($460,000)
Office Salaries                         ($23,000)
Legal Fees                              ($60,000)
Depreciation                            ($26,000)
Other Corporate Expenses                ($20,000)
</TABLE>

Royalty  expenses  increased  by $200,000  due  primarily  to the accrual of the
balance of minimum royalties due to Connelly Synergy Systems LLC,. Shipping fees
and salesman commissions decreased by $175,000 and $118,000 respectively, due to
the lower sales  volume  during the fiscal year ended  April  30,2002.  Salesman
salaries  decreased  by $43,000 due  primarily  to a reduction in salary for one
employee.  Travel  expenses  decreased  by $33,000  because of reduced  overseas
travel.  Promotional and selling expenses decreased by $460,000 due primarily to
the write off of Latin American marketing expenses  associated with the Rotaflex
System (SEE PART I Item 1  Intellectual  Property)  during the fiscal year ended
April 30,2001.  Office salaries decreased by $23,000 due to the elimination of a
position.  Legal fees  decreased  by $60,000 due to the  Company's  formation in
August of 2000 for which legal  expenses  were  incurred in the previous  fiscal
year.   Depreciation  expense  decreased  by  $26,000  due  to  reduced  capital
expenditures. Other corporate expenses decreased by $20,000 including reductions
in payroll taxes and telephone expenses.

Interest  expense for the fiscal year ended April 30, 2002  decreased by $11,000
from the fiscal year ended April 30, 2001.

Interest  expense-  related  party  for the  fiscal  year  ended  April  30,2002
decreased by $78,000 to $215,000  from  $293,000 for the fiscal year ended April
30,2001.  This  decrease is due to reduced  interest  rates and the reduction of
amount due to Achim Importing Company, Inc. ("Achim").

The  Company's  pretax loss of $696,000 for the fiscal year ended April 30, 2002
represents  a $542,000  change from a pretax loss of  $1,238,000  for the fiscal
year ended April 30, 2001.

With the  sale of the  exercise  equipment  line,  management  has  focused  its
marketing  efforts toward the sale and  distribution of the sports  bags/luggage
products.  Management  has  projected  a  business  plan  which it  believes  is
realistic,  and which,  projects  revenues and gross margin to remain relatively
consistent  with the fiscal year ended April 30,2002.  This will result in a net
loss and the need for continued  financial support from Achim. No assurances can
be given that any of these anticipated results will actually be achieved.

                                    Page 11
<PAGE>
The  following  table  sets  forth the  result  of  operations  for the  periods
discussed above.
<TABLE>
<S>                                                     <C>                        <C>
                                                          Fiscal Year               Fiscal Year
                                                             Ended                     Ended
                                                         April 30, 2002            April 30, 2001
Gross Sales                                               $8,334,000                 $10,519,000
 Allowances                                                 (733,000)                   (993,000)
                                                        ------------                 -----------
Net Sales                                                 $7,601,000                  $9,526,000
Cost of Goods
Sold                                                       5,872,000                   7,496,000
                                                        ------------                 -----------

Gross Margin                                               1,729,000                   2,030,000
         As a Percentage of Net Sales                        22.74%                      21.31%


Operating Expenses                                         2,194,000                   2,948,000
Interest                                                      16,000                      27,000
Interest- related party                                      215,000                     293,000
                                                        ------------                 -----------
                                                           2,425,000                   3,268,000
Pretax Loss                                                $(696,000)                $(1,238,000)

</TABLE>
Liquidity and Capital Resources

Management Plan of Operations

Management  has projected a business  plan which it believes is  realistic,  and
which,  projects  revenues to decrease by  approximately  7% and gross margin to
remain relatively consistent with the fiscal year ended April 30,2003. This will
result in a decrease in net income and the need for continued  financial support
from Achim.  Achim has  purchased  inventory for the Company and has charged the
Company  for the  invoiced  amount  without  markup.  Pursuant  to an  unwritten
understanding,  Achim  arranges for the issuance,  by its financial  lender,  of
letters of credit in favor of the Company's overseas suppliers, thereby enabling
the Company to finance the purchases of its  inventory.  Achim has also advanced
working capital to the Company. As of April 30,2003 the balance due to Achim was
$2,901,000.  Achim has not entered into any agreements,  formal or informal,  to
fund the Company's operations for the next twelve months. However, no assurances
can be given that any of these anticipated results will actually be achieved.

The Company  believes  that events that began with the  terrorist  attack in the
United  States on  September  11,  2001 are having a negative  impact on travel.
Consequently,  the Company  believes that  consumer  demand for luggage has been
reduced.  As a result,  the Company  currently expects that sales of its luggage
products  will likely be  negatively  impacted for at least the near term. It is
not practicable to quantify the extent of any downturn at this time.

                                    Page 12
<PAGE>

Fiscal Year ended April 30, 2003

Operating Activities

During  the  fiscal  year ended  April 30,  2003,  cash  provided  by  operating
activities amounted to $608,000. This was the result of net income, decreases in
inventory  and prepaid  expenses  and other  assets of  $318,000,  $307,000  and
$59,000,  respectively.  These  increase  in cash were  offset by an increase in
accounts  receivable and a decrease in accounts  payable and accrued expenses of
$73,000 and $9,000, respectively.

Investing Activities

Cash of $21,285 was used to purchase an automobile.

Financing Activities
The Company has received  substantial  financial  support  from Achim.  Achim is
wholly owned by Marton B. Grossman, the Chairman and President of the Company.
Cash of  $588,000  was used to pay Achim  during  the fiscal  year  ended  April
30,2003.  Advances from Achim are due upon demand and are non-interest  bearing.
In  order to  record  the  fair  value  of the  cost of  funds in the  Company's
financial statements,  the Company records interest on the unpaid balance due to
Achim at the JPMorgan  Chase prime rate plus 1%. The amount of interest  accrued
for the fiscal year ended April 30, 2003 was $136,000.

Fiscal Year ended April 30, 2002

Operating Activities

During  the  fiscal  year ended  April 30,  2002,  cash  provided  by  operating
activities amounted to $1,379,000.  This was the result of decreases in accounts
receivable  and  inventory  of $540,000  and  $1,379,000,  respectively,  and an
increase in accounts payable and accrued  expenses of $189,000.  These increases
in cash were  offset by the net loss and an  increase  in other  current  assets
$696,000 and $38,000, respectively.

Financing Activities
The Company has received  substantial  financial  support  from Achim.  Achim is
wholly owned by Marton B. Grossman, the Chairman and President of the Company.
Cash of  $1,399,000  was used to pay Achim  during the fiscal  year ended  April
30,2002.  Advances from Achim are due upon demand and are non-interest  bearing.
In  order to  record  the  fair  value  of the  cost of  funds in the  Company's
financial statements,  the Company records interest on the unpaid balance due to
Achim  at the  JPMorgan  Chase  prime  rate  plus 1%.  The  amount  of  interest
accruedfor  the fiscal year ended April 30, 2002 was $215,000,  which offset the
amounts paid to Achim.

Seasonality and Inflation

The Company's  business is highly  seasonal  with higher sales  typically in the
second and third  quarter of the fiscal year as a result of  shipments of sports
bags/luggage related to the holiday season.

Management  does not believe that the effects of inflation  will have a material
impact on the Company, nor is it aware of changes in prices of material or other
operating  costs or in the selling  price of its products and services that will
materially affect the Company's profits.

                                    Page 13
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA

The financial  statements are included herein  immediately  before the signature
page.


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

      None.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Officers and Directors

The officers and directors of the Company are as follows:
<TABLE>
         Name                       Age      Position
<S>      <C>                        <C>      <C>
         Marton B. Grossman         72       Chairman and President
         Isaac Grossman             41       Vice Chairman, Treasurer and Secretary
         William P. Dolan           50       Vice President--Finance
         Thomas Cahill              63       Vice President--Sales
</TABLE>

Marton B.  Grossman  has been the Chairman  and Chief  Executive  Officer of the
Company  since  August  2000.  For the past 35 years,  he has been  President of
Achim,  a  privately  held  company  engaged  in the import and export of window
coverings and accessories.  In addition,  he is President of MG Holding Corp., a
privately held financial  holding  company.  Mr. Grossman is the father of Isaac
Grossman,  the Company's Vice Chairman,  Treasurer and Secretary.  Mr.  Grossman
spends approximately 20% of his time working for the Company.

Isaac  Grossman has been the Company's  Vice  Chairman,  Treasurer and Secretary
since August  2000,  and Vice  President  of Achim since 1989.  He is the son of
Marton B. Grossman,  the Company's  Chairman and President.  Mr. Grossman spends
approximately 20% of his time working for the Company.

William P. Dolan has been the  Company's  Vice  President-Finance  since  August
2000. Mr. Dolan graduated from the William Paterson College of New Jersey and is
a Certified Public Accountant.  Prior thereto,  Mr. Dolan held the same position
in the predecessor company since 1987.

Thomas Cahill has been a Vice President--Sales at the Company since September 1,
2002.  Prior thereto,  Mr. Cahill was the Company's Sales Manager since November
2000.

                                    Page 14
<PAGE>

Board of Directors

Each director is elected at the Company's  annual  meeting of  stockholders  and
holds  office  until  the next  annual  meeting  of  stockholders,  or until his
successor is elected and qualified.  At present, the Company's bylaws require no
fewer than one director.  Currently, there are two directors of the Company. The
bylaws  permit the Board of  Directors  to fill any vacancy and the new director
may serve until the next annual meeting of  stockholders  or until his successor
is elected and  qualified.  Officers are elected by the Board of  Directors  and
their  terms  of  office  are,  except  to the  extent  governed  by  employment
contracts, at the discretion of the Board.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the  compensation  paid or accrued by the Company
during the three  fiscal  years ended April 30, 2002 (I) to its Chief  Executive
Officer,  (ii) its  other  two  Executive  Officers  and  (iii)  one  additional
non-Executive Officers whose cash compensation exceeded $100,000 per year in any
such year:
<TABLE>

SUMMARY COMPENSATION TABLE (1) (2)
                          Annual Compensation
Name/Principal            Year                       All Other
Position                  Ended    Salary    Bonus   Compensation (3)
<S>                       <C>     <C>        <C>     <C>
Marton B. Grossman        2003     $0                  $31,200
President & Chairman      2002     $0                  $31,200
                          2001     $0                  $31,200

Isaac Grossman            2003     $0                  $32,240
Director, Treasurer       2002     $0                  $32,240
                          2001     $0                  $32,240

William P. Dolan          2003 $111,302                    $0
Vice- President-Finance   2002 $110,825                    $0
                          2001 $111,673                    $0

Thomas Cahill             2003 $104,162                    $0
Vice President            2002 $ 99,615                    $0
                          2001 $101,885                    $0
</TABLE>
(1) The above  compensation  does not include the use of an automobile and other
personal  benefits,  the total  value of which  does not  exceed as to any named
officer or director or group of executive  officers the lesser of $50,000 or 10%
of such person's or persons' cash compensation.

(2)  Pursuant to the  regulations  promulgated  by the  Securities  and Exchange
Commission,  the table omits  columns  reserved  for types of  compensation  not
applicable to the Company.

(3)  Consists  of  estimated  portion  of the fees  payable  to Achim  under the
Warehousing  Agreement  attributable to Marton B. Grossman and Isaac  Grossman's
activities  performed  on behalf of the  Company.  Marton  Grossman  is the sole
shareholder,  and Isaac  Grossman  is an  employee of Achim See Part III Item 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None of the  individuals  listed  in the  table  above  received  any  long-term
incentive plan awards during the fiscal year

                                    Page 15
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth, as of July 15,2003,  information  regarding the
beneficial  ownership of the  Company's  Common Stock based upon the most recent
information available to the Company for (i) each person known by the Company to
own beneficially more than five (5%) percent of the Company's outstanding Common
Stock, (ii) each of the Company's  officers and directors,  and (iii) all of the
officers and directors of the Company as a group. Each stockholder's  address is
c/o the Company,  58 Second Avenue,  Brooklyn,  New York 11215, unless otherwise
indicated.

                            Shares Owned Beneficially
                                  and of Record

<TABLE>
Name and Address                No. of Shares                % of Total
<S>                             <C>                         <C>
 Marton B. Grossman (1)             2,842,977                      64.4
 Isaac Grossman                             0                       *

 William P. Dolan                         123                       *

All Officers and Directors
  As a group (4persons)             2,843,100                      64.4
* Less than 1%
</TABLE>

(1) Consists of 2,516,614  shares  registered  in the name of Marton B. Grossman
and 326,363 shares held by a charitable  family  foundation (the " Foundation").
Mr. Grossman and his wife are the directors of the Foundation. Marton and Sheila
Grossman disclaim beneficial ownership in the shares held by the Foundation.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to a  Warehousing  Agreement,  Achim  performs  certain  administrative
services  on  behalf of the  Company.  Under the  Warehousing  Agreement,  Achim
assists,  among other things,  in the  maintenance  of financial and  accounting
books and records,  in the preparation of monthly financial accounts  receivable
aging schedules and other reports and credit checks on the Company's customers.

In  consideration  of these  services,  Achim  receives an annual  fee,  payable
monthly,  calculated as a percentage of the Company's invoiced sales originating
at the warehouse  ranging from 4% of invoiced sales under  $30,000,000 to 3% for
sales of $60,000,000 or more.
For sales not originating at the warehouse,  Achim receives a service fee in the
amount of 1.5% of the Company's  invoiced sales to customers and account located
in the  United  States if  payment  is made by  letter of credit  and 1% if such
customers and accounts are located  outside the United States,  irrespective  of
manner of payment.

                                    Page 16
<PAGE>

In  addition,  under  the  Warehousing  Agreement,  Achim  provides  warehousing
services  consisting  of  receiving,  shipping  and  storing  of  the  Company's
merchandise.  The Company pays Achim a monthly fee of 3% of its  invoiced  sales
originating  at the  warehouse in  connection  with these  warehousing  services
performed by Achim under the Warehousing  Agreement.  The Company  believes that
the terms of each transaction, under the agreement, are at least as favorable to
the Company as those it would expect to negotiate with unrelated parties.

The Warehousing Agreement has a term of two years and is automatically renewable
for additional one-year periods unless written notice of termination is given at
least six  months  prior to the  commencement  of a renewal  period.  During the
fiscal year ended April 30, 2003, the Company accrued approximately  $406,000 in
fees under the Warehousing Agreement.

Achim is  wholly  owned by  Marton  B.  Grossman,  the  Company's  Chairman  and
President.

Pursuant to a Security  Agreement dated as of January 2,2001 between the Company
and  Achim,   Achim  has  perfected  its  security  interest  in  the  accounts,
collateral,  documents,  general  intangibles,  instruments and inventory of the
Company.  This security agreement is intended to secure amounts due to Achim for
purchases  of  inventory  Achim has made for the  Company,  for which  Achim has
charged the Company without  markup,  and for advances of working capital to the
Company. As of April 30,2003 the balance due to Achim was $2,901,000.

The Company  occupies  4,500 square feet of office  space,  located at 58 Second
Avenue,  Brooklyn,  New York.  The  property  is leased by Achim from C&F Second
Avenue.  Since Achim is the lessee,  Achim makes the  property  available to the
Company on an at-will  basis.  In  addition,  the  Company  occupies  space in a
warehouse located at 1600 Livingston  Avenue,  North Brunswick,  New Jersey. The
Company  occupies  space in this  warehouse  on an as  needed  basis and at will
basis.  The property is leased by Achim from 1600 Rt.1, LLC. Other than the fees
payable by the Company under the Warehousing Agreement, the Company pays no rent
for the property.  See Part I ITEM 1. BUSINESS "Management  Agreement with Achim
Importing Co., Inc". and ITEM 2. DESCRIPTION OF PROPERTIES.

Marton B. Grossman,  President of the Company, and Isaac Grossman,  Treasurer of
the Company, perform operational and administrative duties as obligated by their
positions.  The executive compensation table (See Part iii Item 111) lists other
compensation for the fiscal year ended April 30,2003 of $31,200 and $32,240, for
Marton B. Grossman and Isaac Grossman,  respectively. This compensation consists
of  estimated  portion  of the fees  payable  to  Achim  under  the  Warehousing
Agreement  attributable  to Marton B. Grossman and Isaac  Grossman's  activities
performed on behalf of the Company.

                                    Page 17
<PAGE>

Item 13. EXHIBITS AND REPORTS ON FORM 8K


3.   Exhibits

     The Index to Exhibits  following the Signature Page indicates the exhibits,
     which are being filed herewith,  and the exhibits,  which are  incorporated
     herein by reference.

(b)  Reports on Form 8-K

     No  Reports on Form 8-K were  filed  during the last  quarter of the fiscal
     year ended April 30, 2003.


Item 14. CONTROLS AND PROCEDURES

The Company  maintains  disclosure  controls and procedures that are designed to
ensure that information  required to be disclosed in the Company's filings under
the  Securities  Exchange Act of 1934 is  recorded,  processed,  summarized  and
reported  within the periods  specified in the rules and forms of the Securities
and Exchange Commission. Such information is accumulated and communicated to the
Company's management,  including its Chief Executive Officer and Chief Financial
Officer,   as  appropriate,   to  allow  timely  decisions   regarding  required
disclosure. The Company's management,  including the Chief Executive Officer and
the Chief Financial Officer, recognizes that any set of controls and procedures,
no matter how well designed and operated,  can provide only reasonable assurance
of achieving the desired control objectives.

Within 90 days prior to the filing date of this annual report on Form 10KSB, the
Company  has  carried  out an  evaluation,  under the  supervision  and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive   Officer  and  the  Company's   Chief  Financial   Officer,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based on such evaluation, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective.

There were no significant changes in the Company's internal controls or in other
factors which could significantly  affect the controls subsequent to the date of
their evaluation.

                                    Page 18
<PAGE>

                                   SIGNATURES


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

                           DYNAMIC INTERNATIONAL, Inc.



                           By: /s/ Marton B. Grossman
                               ------------------------
                               Marton B. Grossman
                             Chairman and President

Dated: 29th day of July 2003



Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below as of the 29th day of July, 2003 by the following  persons
on behalf of Registrant and in the capacities indicated.

Name                                           Date



/s/ Marton B. Grossman                            July 29,2003
----------------------
Marton B. Grossman
Chairman and President





/s/ Isaac Grossman                                July 29,2003
------------------
Isaac Grossman
Vice Chairman, Treasurer & Secretary




/s/ William P. Dolan
--------------------                              July 29,2003
William P. Dolan
Vice President--Finance
(Chief Financial & Accounting Officer)

                                    Page 19
<PAGE>
CERTIFICATION

I,   Marton B. Grossman, hereby certify that:

1.   I have reviewed this annual report on Form 10-KSB of Dynamic  International
     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 registrant as of, and for, the periods presented in this report.

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a.   Designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrar,   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 registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     report (the "Evaluation Date"); and

c.   Presented  in the report our  conclusions  about the  effectiveness  of the
     disclosure  controls  and  procedures  based  on our  evaluation  as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

a.   All  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls;  and b.
     Any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     report whether there were  significant  changes in internal  controls or in
     other factors that could significantly  affect internal controls subsequent
     to the date of our most recent evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.


Date:  July 29, 2003

/s/ Marton B. Grossman
-----------------------
Marton B. Grossman, CEO

                                    Page 20
<PAGE>

CERTIFICATION

I,   William P. Dolan, hereby certifies that:

1.   I have reviewed this annual report on Form 10-KSB of Dynamic  International
     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 registrant as of, and for, the periods presented in this report.

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a.   Designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrar,   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 registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     report (the "Evaluation Date"); and

c.   Presented  in the report our  conclusions  about the  effectiveness  of the
     disclosure  controls  and  procedures  based  on our  evaluation  as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

a.   All  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls;  and b.
     Any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     report whether there were  significant  changes in internal  controls or in
     other factors that could significantly  affect internal controls subsequent
     to the date of our most recent evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.


Date:  July 29, 2003

/s/ William P. Dolan
-----------------------
William P. Dolan, CFO

                                    Page 21
<PAGE>
                           DYNAMIC INTERNATIONAL, INC.

                              FINANCIAL STATEMENTS
                                       AND
                                AUDITORS' REPORT

                   FOR THE YEARS ENDED APRIL 30, 2003 AND 2002

<PAGE>

                                    CONTENTS


<TABLE>

                                                                                                        Page
<S>                                                                                                     <C>
AUDITORS' REPORTS                                                                                       F-1

FINANCIAL STATEMENTS

     Balance Sheet as of April 30, 2003                                                                 F-2
     Statements of Operations for the Years Ended April 30, 2003 and 2002                               F-3

     Statements of Stockholders' Deficit for the Years Ended
         April 30, 2003 and 2002                                                                        F-4
     Statements of Cash Flows for the Years Ended April 30, 2003 and 2002                               F-5

     Notes to Financial Statements                                                                    F-6-F-16
</TABLE>
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT




To the Board of Directors and Shareholders
Dynamic International, Inc.


We have audited the accompanying balance sheet of Dynamic International, Inc. as
of April 30,  2003,  and the related  statements  of  operations,  stockholders'
equity (deficit),  and cash flows for each of the two years ended April 30, 2003
and 2002.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Dynamic International,  Inc. as
of April 30, 2003, and the results of its operations and its cash flows for each
of the two years  ended April 30, 2003 and 2002 in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company  has an  accumulated  deficit and a working
capital deficiency at April 30,2003. These factors raise substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  described in Note 2. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.




Garden City, New York                    /s/ Israeloff, Trattner & co, P.C.
July 22,2003                                 Israeloff, Trattner & Co, P.C.
                                             Certified Public Accountants

                                       F-1
<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                                  BALANCE SHEET

                                 APRIL 30, 2003

<TABLE>
<S>                                  <C>                                        <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                                                        $   36,648
     Accounts receivable, less allowance for
        doubtful  accounts of $360,000                                            1,021,193
     Inventories                                                                  1,429,017
     Other current assets                                                            31,099
                                                                                     ------

              Total Current Assets                                                2,517,957
                                                                                  ---------

PROPERTY AND EQUIPMENT
     Tools and Dies                                                                  74,383
     Furniture and Equipment                                                        115,291
                                                                                   --------

              Total Cost                                                            189,674

     Less:    Accumulated depreciation                                             (138,274)
                                                                                   --------

              Property and Equipment - Net                                           51,400
                                                                                   --------

OTHER ASSETS                                                                          1,000
                                                                                   --------

              TOTAL ASSETS                                                 $      2,570,357
                                                                                  =========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable and accrued expenses                                   $      764,330
     Amounts due affiliated company                                               2,901,291
                                                                                  ---------

              Total Current Liabilities                                           3,665,621
                                                                                  ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Common stock - par value $.001 per share; authorized
         50,000,000 shares; issued 4,418,258 shares                                   4,419
     Additional paid-in capital                                                   5,119,796
     Accumulated deficit                                                         (6,219,476)
                                                                                 ----------
                                                                                 (1,095,261)
     Less:    Cost of 540 shares of treasury stock                                       (3)
                                                                                -----------

              Total Stockholders' Deficit                                        (1,095,264)
                                                                                -----------

              TOTAL LIABILITIES AND STOCKHOLDERS'
                 DEFICIT                                                     $    2,570,357
                                                                                ===========
</TABLE>
                 See accompanying notes to financial statements.

                                       F-2

<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                            STATEMENTS OF OPERATIONS

                   FOR THE YEARS ENDED APRIL 30, 2003 AND 2002
<TABLE>
                                                                For the Years Ended
                                                                     April 30,
<S>                                                  <C>                  <C>
                                                           2003                  2002
                                                     ------------------    ---------------


Net Sales                                            $  7,441,006          $     7,600,790

Cost of Sales                                           5,198,358                5,871,332
                                                       ----------------          ---------

         Gross profit                                   2,242,648                1,729,458
                                                        ---------                ---------

Operating Expenses
     Royalty expense                                      366,785                  675,179
     Research and development                                   -                    1,255
     Shipping expense                                     542,493                  515,538
     Selling expense                                      490,253                  661,706
     Advertising and promotion                            105,050                   61,049
     General and administrative                           262,659                  275,034
     Depreciation and amortization                          6,705                    4,080
     Interest and bank charges                             15,165                   16,399
     Interest - related party                             135,974                  215,132
                                                          -------                  -------

         Total operating expenses                       1,925,084                2,425,372
                                                        ---------                ---------

         Income (loss) before income
              taxes (benefit)                             317,564                 (695,914)

Income tax (benefit) expense                                    -                        -
                                                   --------------                ---------

         Net income (loss)                             $  317,564                $(695,914)
                                                          -------                 ========

Basic and Diluted Income (Loss) Per Share              $      .07     $               (.16)
                                                       ----------                =========

Weighted Average Number of Shares                       4,417,718                4,417,718
                                                        =========                =========

</TABLE>
                 See accompanying notes to financial statements.

                                       F-3

<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                       STATEMENTS OF STOCKHOLDERS' DEFICIT

                   FOR THE YEARS ENDED APRIL 30, 2003 AND 2002

<TABLE>
                                                          Additional                                                   Total
                                          Common            Paid-In          Accumulated        Treasury           Stockholders'
                                           Stock            Capital            Deficit            Stock               Deficit
                                      ---------------  ----------------  -----------------   -----------------  ------------------
<S>                                   <C>              <C>               <C>                 <C>                <C>
Balance - May 1, 2001                   $       4,419     $   5,119,796    $    (5,841,126)        $       (3)      $    (716,914)


Net loss for the year ended
    April 30,2002                                  -                 -            (695,914)                 -            (695,914)
                                             --------     -------------      --------------        ----------       --------------

 Balance - April 30, 2002                       4,419         5,119,796         (6,537,040)                (3)         (1,412,828)

Net Income for the year ended
    April 30,2003                                  -      -                        317,564                  -             317,564
                                             --------     --------------        ----------         ----------       --------------

Balance - April 30, 2003                       $4,419        $5,119,796        $(6,219,476)        $       (3)        $(1,095,264)
                                          ===========        ==========        ===========         ===========        ============
</TABLE>

                 See accompanying notes to financial statements

                                       F-4
<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                            STATEMENTS OF CASH FLOWS

                   FOR THE YEARS ENDED APRIL 30, 2003 AND 2002
<TABLE>
                                                           2003                  2002
                                                     --------------        ----------
<S>                                                  <C>                   <C>
CASH FLOWS FROM OPERATING
    ACTIVITIES
       Net Income (loss)                                  $317,564         $ (695,914)
                                                          --------          ---------
       Adjustments to reconcile net income
          (loss) to net cash used by operating activities:
              Depreciation and amortization                  6,705              4,080
               Changes in assets and liabilities:
                 Accounts receivable                       (72,574)           540,325
                 Inventories                               306,873          1,379,470
                 Prepaid expenses and
                    other current assets                    58,848            (37,687)
                     Accounts payable and
                    accrued expenses                        (8,949)           188,514
                                                      ------------          ---------

                 Total adjustments                         290,903          2,074,702
                                                      ------------          ---------

                 Net cash provided by
                    operating activities                   608,467          1,378,788
                                                           -------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES

       Purchase of property and equipment                  (21,285)            -
                                                          --------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES

       Amounts due affiliated company                     (588,540)        (1,399,324)
                                                       -----------        -----------


NET DECREASE IN CASH                                        (1,358)           (20,536)

CASH - beginning                                            38,006             58,542
                                                        ----------        -----------
CASH - end                                              $   36,648      $      38,006
                                                         =========           ========

                       SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest                                   $  15,165           $ 16,399
                                                       -----------            -------
Cash Paid for Income Taxes                               $     775           $    300
                                                       -----------            -------
</TABLE>

                 See accompanying notes to financial statements

                                       F-5
<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED APRIL 30,2003 AND 2003


1.   FORMATION OF DYNAMIC INTERNATIONAL, INC.

     Dynamic  International,  Inc. ("the Company") was formed on August 31, 2000
     as a wholly owned subsidiary of Dynamic International,  Ltd. ("Ltd." and/or
     "Predecessor"). Pursuant to an Equity Transfer and Reorganization Agreement
     dated  August 10,  2000,  by and among Ltd.,  certain of its  shareholders,
     Emergent  Management  Company,  LLC  ("Emergent")  and  several  holders of
     membership  (equity)  interests in Emergent  Ventures LLC, the  Predecessor
     transferred all of its assets to the Company on August 30, 2000.  Moreover,
     all of its liabilities  (other than  outstanding bank debt in the amount of
     $250,000)  were  assumed by the Company,  on August 30,  2000.  Immediately
     following  the transfer of assets and  assumptions  of  liabilities  by the
     Company, Ltd. transferred to its shareholders,  on a pro-rata basis, all of
     the issued shares of common stock of the Company.

     Subsequently,  Ltd. issued an aggregate of 39,755,178  shares of its common
     stock,  representing a 90% equity  interest in Ltd., to the several members
     of Emergent  Ventures,  a Delaware limited  liability  company,  previously
     unrelated  to  Ltd.,  that  had  theretofore  engaged  in the  business  of
     acquiring  equity interests in technology  businesses.  In exchange for the
     issuance  of  these  shares,  Ltd.  received  all of the  then  outstanding
     membership interests in Emergent Ventures.

2.   GOING CONCERN

     The Company's  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. As disclosed in the financial
     statements,  the  Company  has  an  accumulated  deficit  of  approximately
     $6,200,000 and a working capital  deficiency of  approximately  $1,100,000.
     These  factors  raise  substantial  doubt  about the  Company's  ability to
     continue as a going concern.

     Management's  plans rely, to a substantial  extent,  on the availability of
     funding of its cash flow needs, by its affiliate.  In addition,  management
     plans to continue to reduce operating expenses and to target revenue growth
     with large customers,  which management  believes will result in profitable
     operations  and positive cash flows.  In 2003 the Company had net income of
     $318,000,  however,  there can be no assurance that management's plans will
     continue to be successful.  Additionally,  the Company believes that events
     that began with the terrorist  attack in the United States on September 11,
     2001 continue to have a negative impact on travel. Consequently, management
     believes that  consumer  demand for luggage has been and may continue to be
     reduced and, as a result,  expects that sales of its luggage  products will
     likely  be  negatively  impacted  for at  least  the near  term.  It is not
     practicable  at this  time to  quantify  the  extent of any  downturn.  The
     financial  statements  do  not  include  any  adjustments  relating  to the
     recoverability  and  classification  of recorded assets, or the amounts and
     classification  of  liabilities  that might be  necessary  in the event the
     Company cannot continue in existence.

                                       F-6

<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED APRIL 30, 2003 AND 2002




3.   Summary of Significant Accounting Policies

     Nature of Operations

     The Company designs and markets related sports bags and luggage,  which are
     marketed  primarily  under the licensed name JEEPTM and under its own names
     Santa FeTM, Polaris ExpeditionTM and SPORTS GEARTM. The Company's objective
     is  to  become  a  designer  and  marketer  of  goods,   domestically   and
     internationally,  that are associated  with a  free-spirited  lifestyle and
     leisure time.



     Cash and Cash Equivalents

     The Company  considers  all highly  liquid  investments  with a maturity of
     three months or less when purchased to be cash equivalents.

     Inventories

     Inventories  consist  principally  of finished  goods and are stated at the
     lower of cost; first-in, first-out method, ("FIFO") or market.

     Property, Equipment and Depreciation

     Property and equipment are stated at cost.  Depreciation  is computed using
     accelerated  methods  over the  estimated  useful  lives of the  respective
     assets.  Expenditures for maintenance and repairs,  which do not improve or
     extend the life of the  respective  assets,  are expensed  currently  while
     major repairs are  capitalized.  Estimated useful lives used in calculating
     depreciation are as follows:

              Tools and Dies                           5 Years
              Furniture and Equipment                  5 Years to 7 Years

     Advertising and Promotion

     Advertising  and  promotion  expenses  are charged to  operations  when the
     advertising first takes place.

                 See accompanying notes to financial statements

                                       F-7
<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED APRIL 30, 2003 AND 2002


3.   Summary of Significant Accounting Policies (CONTINUED)

     Revenue

     Revenue is  recognized  when the goods have been shipped to and accepted by
     the  customer.  The Company's  return  policy is for defective  merchandise
     only.

     Promotional Allowances

     Based on a discretionary policy,  management grants to certain major retail
     customers  promotional  allowances  to  successfully  market the  Company's
     products.  Promotional  allowances  are  primarily  targeted to the cost of
     displays,  advertising  and  other  promotional  incentives.  The  cost  of
     promotional  allowances  are accrued at the time that related  revenues are
     recognized and are estimated based upon current arrangements with customers
     as well as certain assumptions based on the Company's prior experience with
     customers. Promotional allowances are included as a reduction of net sales.

     Research and Development Costs

     Research and development  costs are expensed as part of operating  expenses
     as incurred.

     INCOME (Loss) Per Share

     Basic  earnings per share are  calculated by dividing net income or loss by
     the weighted average number of common shares  outstanding  during the year.
     Diluted earnings per share reflects the potential dilution that could occur
     if dilutive  securities  and other  contracts  to issue  common  stock were
     exercised  or  converted  into common  stock or resulted in the issuance of
     common stock that then shared in the Company's  earnings.  Diluted loss per
     share does not consider the  potentially  dilutive  securities on an "as if
     converted"  basis, as the effect of their inclusion would be anti-dilutive.
     Securities that could  potentially  dilute earnings per share in the future
     are disclosed in Note 7.

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the  reported  amounts of assets and  liabilities,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  and the  reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

                                      F-8
<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED APRIL 30,2003 AND 2003

3.   Summary of Significant Accounting Policies (CONTINUED)


     Impairment

     Certain  long-term  assets of the  Company  are  reviewed  when  changes in
     circumstances  require  as to  whether  their  carrying  value  has  become
     impaired,  pursuant to  guidance  established  in  Statement  of  Financial
     Accounting  Standards  ("SFAS") No. 121,  "Accounting for the Impairment of
     Long-Lived  Assets and for Long-Lived Assets to be Disposed Of." Management
     considers  assets to be impaired if the carrying  value  exceeds the future
     projected  cash flows from  related  operations  (undiscounted  and without
     interest  charges).  If impairment  is deemed to exist,  the assets will be
     written  down to fair value.  Management  also  reevaluates  the periods of
     amortization  to  determine  whether  subsequent  events and  circumstances
     warrant revised estimates of useful lives. As of April 30, 2003, management
     expects these assets to be fully recoverable.


     Income Taxes

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

     Fair Value of Financial Instruments

     SFAS No.  107,  "Disclosure  About  Fair Value of  Financial  Instruments,"
     requires  certain  disclosures   regarding  the  fair  value  of  financial
     instruments.  In assessing the fair value of these  financial  instruments,
     the Company has used a variety of methods and assumptions, which were based
     on estimates of market conditions and risks existing at that time. Cash and
     cash  equivalents,   accounts  receivable,  accounts  payable  and  accrued
     expenses, and debt are reflected at cost in the financial statements, which
     approximates  fair  value  because  of the  short-term  maturity  of  these
     instruments.  It is not  practicable  for the Company to estimate  the fair
     value of the amount due to its  affiliate  since there is no quoted  market
     price and the Company can not  estimate  its fair value  without  incurring
     excessive costs.

                                       F-9
<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED APRIL 30,2003 AND 2002


3.   Summary of Significant Accounting Policies (CONTINUED)

     NEW ACCOUNTING PRONOUNCEMENTS

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
     No. 4, 44, and 64,  Amendment  of FASB  Statement  No.  13,  and  Technical
     Corrections.  " For most  companies,  SFAS No. 145 will  require  gains and
     losses on  extinguishments  of debt to be classified as income or loss from
     continuing  operations,  rather than as an extraordinary item as previously
     required.   Extraordinary   treatment   will  be   required   for   certain
     extinguishments as provided in APB Opinion No. 30. SFAS No. 145 also amends
     SFAS No. 13 to require  that  certain  modifications  to capital  leases be
     treated as a  sale-leaseback,  and to modify the  accounting for sub-leases
     when the  original  lessee  remains  a  secondary  obligor.  Companies  are
     required to adopt the  provisions  of SFAS No. 145 in the first  quarter of
     2003. Any gain or loss on  extinguishment of debt that was classified as an
     extraordinary  item in  prior  periods  presented  that  does  not meet the
     criteria in APB Opinion No. 30 for  classification as an extraordinary item
     shall be reclassified. The adoption of SFAS No. 145 is not expected to have
     a  material  impact on the  Company  `s  financial  position  or results of
     operations.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated with Exit or Disposal  Activities,  " which addresses  financial
     accounting  and  reporting  for  costs  associated  with  exit or  disposal
     activities,  and  nullified  Emerging  Issues Task Force Issue No.  94-3. "
     Liability  Recognition for Certain Employee  Termination Benefits and other
     Costs  to  Exit  an  Activity   (including  Certain  Costs  Incurred  in  a
     Restructuring).  "  SFAS  No.  146  required  that a  liability  for a cost
     associated  with  an exit or  disposal  activity  be  recognized  when  the
     liability is incurred. The requirements of SFAS No. 146 apply prospectively
     to activities  that are initiated after December 31, 2002 and, as a result,
     the Company  cannot  reasonably  estimate the impact of adopting  these new
     rules until and unless it undertakes relevant activities in future periods.

     In  November   2002,  the  FASB  issued   Interpretation   ("FIN")  No.  45
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including Indirect  Guarantees of Indebtedness of Others, " which clarifies
     the required  disclosures  to be made by a guarantor  in their  interim and
     annual financial  statements about its obligations under certain guarantees
     that it has issued.  FIN No. 45 also  requires a guarantor  to recognize at
     the  inception  of the  guarantee,  a  liability  for the fair value of the
     obligation  undertaken.  The Company is  required  to adopt the  disclosure
     requirements  of FIN No. 45 for financial  statements  ending  December 31,
     2002.  The  Company  is  required  to adopt  and  accordingly  has  adopted
     prospectively the initial recognition and measurement provisions of FIN No.
     45 for  guarantees  issued or modified  after  December  31, 2002 and, as a
     result, the Company cannot reasonable estimate the impact of adopting these
     new rules  until and unless it  undertakes  relevant  activities  in future
     periods.

                                      F-10
<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED APRIL 30,2003 AND 2002

3.   Summary of Significant Accounting Policies (CONTINUED)

     NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation  - Transition and Disclosure - an amendment of SFAS No. 123. "
     This  Statement  amends  SFAS  No.  123,  "  Accounting  for  Stock - Based
     Compensation  ",  to  provide  alternative  methods  of  transition  for  a
     voluntary  change  to  the  fair  value  based  method  of  accounting  for
     Stock-Based employee compensation.  In addition,  this Statement amends the
     disclosure  requirements of SFAS No. 123 to require prominent disclosure in
     both annual and interim financial statements about the method of accounting
     for stock-based employee  compensation and the effect of the method used on
     reported  results.  The  adoption of SFAS No. 148 is not expected to have a
     material  impact  on the  Company  `s  financial  position  or  results  of
     operations.

     In January 2003,  the FASB issued FIN No. 46, "  Consolidation  of Variable
     Interest Entities, " which clarifies the application of Accounting Research
     Bulletin  No.  51, "  Consolidated  Financial  Statements,  "  relating  to
     consolidation  of  certain  entities.   First,  FIN  No.  46  will  require
     identification  of  the  Company's   participation  in  variable  interests
     entities  ("VIEs"),  which are defined as entities with a level of invested
     equity that is not  sufficient to fund future  activities to permit them to
     operate on a stand  alone  basis,  or whose  equity  holders  lack  certain
     characteristics  of  a  controlling   financial   interest.   For  entities
     identified  as VIEs,  FIN No. 46 sets forth a model to  evaluate  potential
     consolidation  based on an  assessment  of which  party to the VIE, if any,
     bears a majority of the exposure to its expected losses,  or stands to gain
     from a majority of its expected returns. FIN No. 46 also sets forth certain
     disclosures  regarding interests in VIEs that are deemed significant,  even
     if  consolidation  is not required.  As the Company does not participate in
     VIEs, it does not anticipate  that the provisions of FIN No. 46 will have a
     material impact on its financial position or results of operations.

                                      F-11

<PAGE>

                           DYNAMIC INTERNATIONAL, INC

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED APRIL 30,2003 AND 2002


4.   Related Party Transactions

     Pursuant to a Warehouse  and Service  Agreement  dated as of September  21,
     2000 (the "Warehousing  Agreement") between the Company and a related party
     (the "Related  Entity")  wholly owned by a major  stockholder,  the Related
     Entity  provides  occupancy  space  and  performs  certain   administrative
     services on behalf of the Company.  Under the  Warehousing  Agreement,  the
     Related Entity, among other things, assists in the maintenance of financial
     and accounting books and records,  in the preparation of monthly  financial
     accounts   receivable   aging  schedules  and  other  reports  and  in  the
     performance of credit checks on the Company's  customers.  In consideration
     for these  services,  the Related  Entity  receives an annual fee,  payable
     monthly,  calculated  at a  percentage  of  the  Company's  invoiced  sales
     originating  at the warehouse  ranging from 4% of the invoiced  sales under
     $30 million annually to 3% of sales of $60 million or more. For sales which
     do not originate at the warehouse,  the Related  Entity  receives a service
     fee in the amount of 1.5% of the Company's  invoiced sales to customers and
     accounts  located  in the  United  States if  payment  is made by letter of
     credit and 1% if such customers and accounts are located outside the United
     States,   irrespective  of  manner  of  payment.  In  addition,  under  the
     Warehousing  Agreement,  the Related Entity provides  warehousing  services
     consisting   of   receiving,   shipping,   and  storing  of  the  Company's
     merchandise. The Company pays the Related Entity a monthly fee of 3% of its
     invoiced  sales  originating  at the  warehouse  in  connection  with these
     warehousing  services performed by the Related Entity under the Warehousing
     Agreement.  As part of the  Warehousing  Agreement,  the Company applies an
     offset for certain shared expenses.

     The Warehousing  Agreement,  which was renewed on September 21, 2000, has a
     term of two years and then  automatically  renews  from year to year unless
     written  notice of  termination  is given at least six months  prior to the
     commencement of a renewal  period.  Total  warehousing  and  administrative
     expenses  charged to  operations  were  $405,689 and $382,453 for the years
     ended April 30, 2003 and 2002, respectively..

     In addition, the Related Entity has purchased inventory for the Company and
     has charged the Company for the invoiced amount of the inventory.  Pursuant
     to  an  unwritten  understanding,  the  Related  Entity  arranges  for  the
     issuance,  by its  financial  lender,  of letters of credit in favor of the
     Company's overseas  suppliers,  thereby enabling the Company to finance the
     purchases of its inventory.

     Pursuant to a Security  Agreement  dated as of January 2, 2001  between the
     Company  and the  Related  Entity,  the Related  Entity has  perfected  its
     security interest in all of the Company's assets.

                                      F-12
<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED APRIL 30,2003 AND 2002

4.   Related Party Transactions (continued)

     Amounts due to the Related Entity totaled $2,901,291 at April 30, 2003. The
     amounts are due on demand. The advance bears interest at the JPMorgan Chase
     prime rate plus 1%.  Interest on  advances  recorded  for the fiscal  years
     ended April 30, 2003 and 2002 was $135,974 and $215,132, respectively.

5    INCOME TAXES

     The  Company's  tax liability for the year ended April 30, 2003 of $130,000
     was offset by available net operating losses from prior years. As such, the
     Company recorded no income tax provision for the year.

     As at  April  30,  2003,  the  Company  has  net  deferred  tax  assets  of
     approximately  $ 2,600,000,  which  consists  principally of the income tax
     benefit of net operating loss carry forwards of  approximately  $5,000,000,
     which begin to expire in 2019.  The net assets have been reduced to zero by
     a valuation  allowance due to the uncertainty that the company will be able
     to generate  sufficient  taxable income in the future  necessary to utilize
     these assets.




6.   Commitments and Contingencies

     Royalty Obligations

     The Company has entered into various  royalty,  licensing,  and  commission
     agreements to sell products. Under the agreements minimum aggregate royalty
     payments are as follows: Fiscal Year Ending April 30,

               2004                       $367,000
               2005                       $400,000
               2006                       $283,000
               2007                       $ 50,000
               2008                       $ 33,000

     Royalty  expense  charged to operations  for the years ended April 30, 2003
     and 2002 was  approximately  $367,000 and $675,000,  respectively.  Royalty
     expense  for the year ended  April 30, 2002  included  royalties  that were
     accelerated due to the Company's election to terminate certain  agreements.

                                      F-13

<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED APRIL 30,2003 AND 2002

6.   Commitments and Contingencies (continued)

     Royalty Obligations (coNTINUED)

     Under an  agreement  dated  September  1, 2000,  between the Company and 3L
     Associates, the Company was granted the exclusive license to use the Adolfo
     name in connection with the  manufacture,  sale and  distribution of sports
     bags / luggage products. The expiration date of the agreement was March 31,
     2003. The Company notified the licensor that the Company does not intend to
     renew the agreement.  A dispute has arisen,  however,  because the licensor
     believes the Company's  notification of termination was inadequate.  In any
     event,  however,  the  maximum  exposure  under the terms of the  licensing
     agreement is approximately $200,000.

                                      F-14
<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED APRIL 30, 2003 AND 2002

7.   Major Customers/Seasonality

     During the year ended April 30, 2003,  sales to four major  customers  were
     approximately  73%  ($5,558,000)  of the Company's net sales.  At April 30,
     2003,  accounts  receivable from these customers totaled $914,000 or 90% of
     net accounts receivable.

     During the year ended April 30, 2002,  sales to four major  customers  were
     approximately 69%($5,327,000) of the Company's net sales.


     The Company's  business is highly  seasonal with higher sales  typically in
     the second and third  quarters  of the fiscal  year as a result of sales of
     merchandise related to the holiday season.

8.   Credit Risk/Financial Instruments

     Due to the nature of its  business  and the volume of sales  activity,  the
     Company's cash balance occasionally exceeds the $100,000 protection of FDIC
     insurance.  At April 30,  2003,  there were no such  excess  balances.  The
     Company has not  experienced  any credit  losses  arising  from excess cash
     balances and believes it is not exposed to any significant credit risk from
     cash and cash equivalents.

     The Company routinely assesses the financial strength of its customers and,
     based  upon  factors   surrounding   the  credit  risk  of  its  customers,
     establishes an allowance for uncollectible  accounts and, as a consequence,
     believes that it does not have an accounts  receivable credit risk exposure
     beyond the allowance  provided.  The Company does not require collateral or
     other security to support financial instruments subject to credit risk.

9.  Significant Risks And Uncertainties

     The Company's  luggage products compete with products  designed by a number
     of the largest  companies  in the  industry.  Accordingly,  there can be no
     assurance that the Company will be able to  effectively  compete with these
     companies as well as with other smaller entities.

                                      F-15
<PAGE>

                           DYNAMIC INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED April 30,2003 and 2002

9.  Significant Risks And Uncertainties (CONTINUED)

     Most of the Company's  products are purchased from China and Sri Lanka. The
     Company believes that, if necessary, it will be able to obtain its products
     from  firms  located  in other  countries  at  little,  if any,  additional
     expense.  The Company  believes  that an  interruption  in  deliveries by a
     manufacturer  located  in a  particular  country  will not have a  material
     adverse  impact on the  business of the Company.  Nevertheless,  because of
     political  instability  in a number  of the  supply  countries,  occasional
     import quotas and other restrictions on trade or otherwise, there can be no
     assurance  that the Company  will at all times have access to a  sufficient
     supply of merchandise.


10.  NET INCOME PER COMMON SHARE

     The Company  follows the  provisions  of Statement of Financial  Accounting
Standards  ("SFAS") No. 128, " Earnings Per Share ". In accordance with SFAS No.
128,  net Income per  common  share  amounts  (" Basic  EPS") were  computed  by
dividing net income by the weighted average number of common shares  outstanding
for the period.

The numerators and denominations of the Basic and Diluted EPS computations for
net income are as follows:
<TABLE>
                                                    Year ended                      Year ended
                                                  April 30, 2003                  April 30, 2002
<S>                                             <C>                              <C>
Net Income /(Loss) (numerator)                  $        317,564                  $    (695,914)

Shares (denominator)                                   4,417,718                      4,417,718

Per Share Amount                                $           0.07                  $       (0.16)
</TABLE>

                                      F-16
<PAGE>

EXHIBITS

1.01     Asset Transfer Agreement dated August 31, 2000 by and between
           Dynamic International Ltd. ("Ltd") and the Company*

1.02     Bill of Sale dated August 31, 2000 between Ltd. and the Company*

2.01 Articles of Incorporation and Bylaws*

10.01 Amendment to License Agreement with Spalding and Even flow
       Companies dated October 27, 2000*
10.02 License agreement with 3L Associates dated September 1, 2000*

10.03 Security Agreement dated January 2, 2001 with Achim Importing Co,
       Inc.*

10.04 Warehousing and Service Agreement dated as of September 1, 1996
                         with Achim Importing Co., Inc.*

10.05 Equity Transfer and Reorganization Agreement dated as of August 7
        , 2000 by and among Ltd., Marton B. Grossman, Isaac Grossman,
          Emergent Management Company, LLC and Emergent Ventures, LLC 10.06
Amendment D to the "Jeep" license agreement dated April 19, 2002

10.07 Amendment E to the "Jeep" license agreement dated April 2, 2002

99.1   CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-
           OXLEY ACT OF 2002

99.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-
           OXLEY ACT OF 2002

o    File as exhibits to  Registration  Statement on Form 10-SB file October 30,
     2001

                                    Page 22
<PAGE>

                                  Exhibit 99.1


CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with  the  filing  of  Dynamic  International,  Inc.,  a  Nevada
corporation (the "Company"), on Form 10-KSB for the period ended April 30, 2003,
as filed  with the  Securities  and  Exchange  Commission  (the  "Report"),  the
undersigned,  Marton B. Grossman,  the Chief  Executive  Officer of the Company,
hereby certifies,  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C.ss.1350), that:

(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 results of operations of the Company.

Dated: July 29, 2003

/s/ Marton B. Grossman
----------------------
Marton B. Grossman, CEO

                                    Page 23

<PAGE>
                                  Exhibit 99.2


CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with  the  filing  of  Dynamic  International,  Inc.,  a  Nevada
corporation (the "Company"), on Form 10-_SB for the period ended April 30, 2003,
as filed  with the  Securities  and  Exchange  Commission  (the  "Report"),  the
undersigned,  William  P.  Dolan,  the  CFO of the  Company,  hereby  certifies,
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 (18  U.S.C.ss.1350),
that:

(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 results of operations of the Company.

Dated July 29, 2003

/s/ William P. Dolan
----------------------
William P. Dolan, CFO

                                    Page 24