UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 1O-KSB

         Annual report pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                  For the Fiscal Year Ended: December 31, 2002

                          Commission File No. 000-26446

                           DYNAMIC IMAGING GROUP, INC.
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)

                Florida                           65-0903895
        ------------------------      ---------------------------------
        (State of Incorporation)      (IRS Employer Identification No.)

                             3428 North Ocean Blvd.
                            Fort Lauderdale, FL 33008
               --------------------------------------------------
               (Address of principal executive offices) (zip code)

                      Issuer's Telephone No. (954) 564-1133
                                             --------------

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

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

                          Common Stock, $.001 par value

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for twelve months ended December 31, 2002: $1,342,689.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant based upon the average bid and asked prices of such stock, at April
15, 2003 was $1,104,437

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 51,802,360 shares of common stock, as
of March 31, 2003.

                       Documents Incorporated by Reference
                -------------------------------------------------
                                      NONE

Transitional Small Business Disclosure Format:  No

<PAGE>
                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                           DYNAMIC IMAGING GROUP, INC.

                                                                            PAGE
PART I

Item 1.  Description of Business..............................................3

Item 2.  Description of Property..............................................9

Item 3.  Legal Proceedings....................................................9

Item 4.  Submission of Matters to a Vote of Security Holders..................9


PART II

Item 5.  Market for the Registrant's Common Equity and
         Related Stockholder Matters..........................................9

Item 6.  Management's Discussion and Analysis or Plan of Operations..........11

Item 7.  Financial Statements................................................20

Item 8.  Changes in and Disagreements on Accounting and
         Financial Disclosure................................................20


PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act...................20

Item 10. Executive Compensation..............................................21

Item 11. Security Ownership of Certain Beneficial Owners and Management......23

Item 12. Certain Relationships and Related Transactions......................24

Item 13. Exhibits and Reports of Form 8-K....................................24

Item 14. Controls and Procedures.............................................25


SIGNATURES...................................................................25

CERTIFICATIONS...............................................................26

                                       2
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS
         -----------------------

BACKGROUND

         Dynamic Imaging Group, Inc. was incorporated under the laws of the
State of Florida in January 1999. Through our wholly-owned subsidiary, Dynamic
Imaging Group, Inc., a Colorado corporation, we are engaged in the sale and
rental of portable show displays, accessories and graphics, all of which are
used in the trade show and trade exhibition industry.

         During January 1999, all of the issued and outstanding common stock of
Dynamic Imaging Group, Inc. (Colorado) was exchanged for all of the issued and
outstanding common stock of Dynamic Imaging Group, Inc. (Florida). Dynamic
Imaging Group, Inc. (Colorado) was incorporated under the laws of Colorado in
March 1998. The purpose of the stock exchange was to have the parent company
organized under Florida laws.

         During May of 2000, Dynamic Imaging Group, Inc purchased Peerless
Solutions, Inc though a stock exchange Agreement, and changed the name to Digi
eSolutions offering a full array of Internet products, hosting, domain name
registration, small and large web site development, staff augmentation and
accounting and financial software for every business.

         On March 1, 2002, the Company acquired 100% of the outstanding common
stock of Hi Tech Expos, Ltd. d/b/a Twenty First Century Promotions, an Arizona
corporation ("TFCP"), in exchange for 4,941,175 shares of the Company's
common stock. TFCP is a trade show marketing and management firm located in
Scottsdale, Arizona. The number of shares issued may be increased in the event
the Company acquires an additional corporation. The Company has not entered into
a definitive agreement with the additional corporation and it is not known at
this time whether the additional corporation will be acquired. The Company
accounted for this acquisition using the purchase method of accounting. The
purchase price exceeded the fair value of net liabilities assumed by $581,635.
The excess has been applied to goodwill. TFCP is a trade show promotion company
presently engaged in several men's expos known as "Big Boys and Their Toys".
Currently, we have "Big Boys and Their Toys" expos planned for June 2003 in
Phoenix, AZ, October 2003 in Dallas, TX, December 2003 in Fort Lauderdale, FL,
and May 2004 in Palm Beach, FL.

         On May 23, 2002, the Company acquired certain assets and liabilities of
Silver Star Management, Inc., a Florida corporation ("SSM") in exchange for
7,000,000 shares of the Company's common stock and a note payable of $50,000.
SSM is an automobile engineering and small parts manufacturing company. The
Company accounted for this acquisition using the purchase method of accounting.
The purchase price was $575,000 exceeding the fair value of the net assets
acquired by $125,000. The excess has been applied to goodwill. We changed the
name of SSM to Florida Motor Corporation ("FMC"). FMC is a Hialeah, FL based
automotive company specializing in the development and the design of innovative
and cost-effective vehicles. FMC intends to create, assemble and is looking for
distribution joint ventures in a number of developing countries.

         During January 2003, we agreed to purchase WHADDAYAWANT Interactive and
Entertainment LLC through a cash and stock agreement. WHADDAYAWANT developed and
implemented a unique niche market business utilizing Hollywood style special
effects and technologies and applying these principles to exhibits, displays,
and event for the purpose of promotion and marketing.

                                        3
<PAGE>

         We maintain a Web site at http://www.digiusa.net. The information
contained on our Web site is not incorporated by reference in this report, and
you should not consider it a part of this report. Our Annual Report on Form
10-KSB, Quarterly Reports on Form 10-QSB, and any amendments to those reports
are available free of charge on our Web site as soon as reasonably practicable
after they are filed with, or furnished to, the Securities and Exchange
Commission.

THE INDUSTRY

         Our market analysis shows that during the past decade companies have
realized the importance of displaying their products through trade shows,
conventions, company meetings and the Internet. As a result, our management
believes that the show and exhibition display industry and the Internet business
have substantial growth potential both domestically and internationally. Adding
our own Trade Show Promotion Company will allow our divisions to bundle many of
the products we sell together.

         The show and exhibition display system and accessory market is a
rapidly growing industry, both domestically and internationally. The trade show
and exhibition industry and the internet eSolutions market are experiencing a
dramatic change. Indices reveal that the growth rate of these industries has far
exceeded expectations both domestically and internationally. They are two of the
fastest growing businesses on the globe to enter the new millennium. From
1981-1990 the exhibition industry showed an increase of 72%. However, the 3,289
trade shows scheduled in 1989 is a diminutive number when compared to the 13,185
events of 2000 with 140 million attendees and 150 million companies exhibiting
using in excess of 501,904,000 square feet of exhibit space in 2000. The
increase of 9,896 exhibitions represents a growth rate of over 300%.

         Additionally, through the acquisition of Hi Tech, we have entered into
the trade show marketing and management business. Trade show exhibitors pay a
fixed price per square foot of booth space. In addition, we receive revenues
from attendee fees at trade shows and conferences and from exhibitor
sponsorships of promotional media.

THE TRADE SHOW DISPLAY MARKET

         Recently, several companies have commenced manufacturing portable show
displays and marketing the displays directly to the end user. Analysis conducted
by our management revealed that the average company would use a show display
only two to three times a year and that in some cases, it was cost prohibitive
to purchase, transport and assemble its own show displays. Also, our analysis
indicated that most companies participated in one trade show lasting three to
four days per year, placing a burden on them as they incurred an initial
purchase cost and additional follow-up storage charges. We also determined that
many companies will pass up the opportunity to participate in smaller regional
shows and exhibitions due to the prohibitive cost of transporting and assembling
the display systems.

         Based on these findings, we created a new approach: renting show
displays. We believe we can cater to the trade show participant who does not
want the burden of purchasing, shipping and assembling its own display units.
Our proprietary methods enable us to price our rental units below the current
daily rental market price, which we believe promotes repeated rentals. We
anticipate favorable pricing based on our ability to locate exhibitors through
our own network of distributors who can secure rentals from other exhibitors on
a periodic basis.

                                        4
<PAGE>

THE E-SOLUTIONS MARKET

         The market for electronic commerce is largely composed of retail to
consumer. According to Jupiter Communications, "$9 Billion was spent online
during November and December of 1999." With the everyday increase in broadband
access, digital distribution will be much more feasible, not to mention the
highest penetration rate of any online demographic. This audience is the first
that will be compelled to purchase wares in a digital environment. Aficionados
of the Internet are raised in the age of the World Wide Web, making Internet
distribution in tune with their lifestyle.

DYNAMIC IMAGING'S SHOW DISPLAYS AND GRAPHICS

         Dynamic Imaging's name brand displays are manufactured for us by Jemco
Displays. Our displays are lightweight and can be easily assembled without tools
in approximately 15 minutes. The display system is an aluminum frame structure
which is designed to expand to an overall width of 100 inches by a height of 89
inches. Our frame includes a self-aligning magnetic set of plastic bars designed
to attach to the frame for handing the center and radius end caps. The three
center panels of our frame are approximately 27" wide and 89" high and are made
of plastic with a fabric covering. The radius end caps are approximately 29"
wide by 89" high. The center panels and end caps are attached to the frame by
plastic panel hooks and magnetic strips. The display's frame also supports
lighting, shelves, signage and various other interchangeable lightweight
products.

         Dynamic Imaging produces large format photographic imaging on the Durst
Lambda system, a specialized processing system. Our clients include wholesalers,
resellers and advertising agencies. Our photo images are produced not only for
use on our trade show display systems, but are also used for wall advertisements
and lightbox fixtures for permanent usage, as well as book covers and handouts
associated with these displays.

         Fabric, photo panels and various graphics, which are also supplied by
us, easily attach to the display's frame by magnetic strips strategically
located on the panels. Our graphics available for use with our displays are
laser generated, true photographic, continuous tone process, which create the
capability to transform a 24" by 24" poster into a 10' X 10' foot mural while
keeping the image sharp and clear. Management believes this process improves on
the inkjet and electrostatic process at a much-reduced cost and turnaround time.
The displays come with molded plastic shipping cases with built-in wheels for
easy transporting. The shipping cases convert to a matching podium table for the
display.

DYNAMIC IMAGING E-SOLUTIONS

         Digi eSolutions is to expand the client base in the areas of premier,
business based Internet solutions, highly qualified staff augmentation, web
hosting, and domain name registration. This will be accomplished internally by
adding additional sales, recruiting, and technical personnel and externally by
offering supplemental services to current clients, forming partnerships with
other companies, obtaining referrals from our growing list of satisfied clients,
participation in technical trade shows, and using the Dynamic Imaging Group's
network of sales professionals.

                                       5
<PAGE>

         Our management team will work with the existing distribution network of
the parent company to instill sufficient knowledge as to facilitate a referral
to this division. While accomplishing this, the company plans to work to
increase its current client base as well as form joint ventures with other
companies. Other Internet companies create websites, but do not have the ability
to offer more extensive solutions such as the Great Plain's Dynamics product.
Utilizing Dynamic Imaging Group's graphic capabilities, the company will target
clients with existing web sites and offer them upgrades including graphic
design, video and animation. Dynamic Imaging Group, Inc. will utilize its
sponsorship and affiliation with computer and technology exhibitions nationally
to promote the eSolutions division through participation in tradeshows annually.
The Company has assembled a team of independent translators that will help
facilitate the Company's vision of creating sites and solutions in English,
Spanish, portuguese, German, French, Japanese and Mandarin.

TWENTY FIRST CENTURY PROMOTIONS

         Twenty First Century has expanded its existing Men's Expo into three
markets for the year 2003 and four markets for year 2004, with shows taking
place in Phoenix, AZ, Fort Lauderdale, FL, Dallas, TX and West Palm Beach, FL.
With these show the sales teams will be able to expose all the DIGI products to
an additional 1,000 clients/companies this year alone.

FLORIDA MOTOR CORP.

         Florida Motor Corp. is completing the research and development of its
first vehicle the COYOTE 4X4 and the inception of the COYOTE 4X4 Kit. The
Company expects to commence sales of the kits though its distribution network
and corporate sales.


WHADDAYAWANT INTERACTIVE AND ENTERTAINMENT

         WHADDAYAWANT Interactive and Entertainment with its customized and
innovative exhibit format has successfully moved from single use, specialized
customers to a diverse clientele with cross marketing potential WHADDAYAWANT has
gained the reputation for creating the "one of a kind", "Cooler than Cool"
environment for product and service promotions.

WARRANTIES

         Dynamic Imaging warrants to the purchaser, on a no time limit basis, to
repair or replace (at our option), the frame provided. This warranty is provided
only with sales and not with rentals. All electrical parts and components are
covered for a period of one year from the date of purchase. The conditions of
the warranty are that the unit shall have been employed under conditions of
normal use and service, there can be no evidence of tampering and improper
handling and that other relevant information relating to the unit be provided to
Dynamic Imaging. Graphics are excluded from our warranty. Our primary supplier
of frame displays is Jemco Displays, which provides us and our customers with a
comparable product warranty. Other display suppliers provide similar warranties.
In view of the sturdy nature of the materials provided, we do not believe that
full replacement would be necessary for a majority of circumstances as repairs
could be handled by either ourselves, our distribution personnel, Jemco Display
or other suppliers. To date, we have not received requests for any returns or
requests under our warranty.

                                       6
<PAGE>

DISTRIBUTION

         We distribute our goods and services through our network of authorized
dealers which have franchise affiliations with Adventures in Advertising.
Adventures in Advertising have approximately 300 franchised dealers in North
America. We also have the rights to distribute to the Sign A Rama franchises as
in previous years but are no longer the sole distributor for trade show displays
with them.

         Display products to be sold will be either manufactured to order or
shipped from available inventory directly to the dealer. Display products
subject to rental will be supplied from inventory and shipped to the dealer for
the term of the rental. Upon the conclusion of the rental term, the display will
be picked up and returned to inventory.

MARKETING PHILOSOPHY AND STRATEGY

         We intend to expand our Trade Show Production Company to multiple
venues throughout the country allowing our show display, automotive, interactive
and eSolutions marketing and sales teams to benefit from the many new leads
generated by these shows. We also will gear our operations to local companies
with display and Website needs and small trade shows that cater to individuals,
as well as to create product awareness to enhance sales and rentals through our
Website and existing distribution network.

COMPETITION

         We estimate that there are approximately 15 major manufacturers of
pop-up display systems worldwide. Our leading competitors are Skyline, Nomadic,
Abex and Expo Design, all of which are engaged in direct sales. We believe that
there are presently no national competitors offering rental service other than
independent local competitors scattered throughout the United States in local
areas. The unique format and production style of Twenty First Century Promotions
along with choosing venues that are compatible with the theme of the Trade show
being promoted will enhance their success.

         The traditional method of marketing trade show displays and graphics
has included the following: direct sales by the manufacturer, exhibitions at
trade shows and conventions, national and local advertising. National and local
advertising includes direct mail, trade and industry-specific magazines and
regional yellow pages have been successfully used as marketing vehicles.

         Historically, the display system industry and the eSolution industry
has been fragmented, largely because companies within it cater to distinct
customer bases with specialized needs. We believe that Dynamic Imaging is one of
the first companies to standardize its product line so that it can be marketed
to a broader customer base throughout the United States as well as in
international markets. We also believe that Dynamic Imaging is one of the few
suppliers of display systems and accessories which offers a national marketing
network to bring products and related services to the public. Smaller entities,
on the other hand, do not have this marketing network capability and must rely
upon their own local, limited marketing methods. We believe that our
distribution system provides us with cost-efficiencies as well as convenience
and ease of use for our customers.

                                       7
<PAGE>

         Our strengths include promotion of our own Trade Shows, our efficient
network of dealers and outlets which makes our products and services available
to the consumer in a broad range of geographic markets. In addition, we believe
that departmental arrangements allow us to provide a broader range of services
as well as cost-efficiencies to our customers. In our judgment, the greater
challenge we face is the unpredictable fluctuation in demand for rental or
direct purchases of display systems. This unpredictability imposes a strain on
our ability to maintain an adequate inventory to satisfy the needs of the
marketplace especially during peak periods.

         We also compete for venues, sponsorships, exhibitors and show attendees
in the trade show and conference marketplace. This market is also highly
fragmented. In 2003, approximately 2,500 trade shows are expected to be held in
the United States and Canada. About 1,500 independent companies and industry
associations are expected to produce these shows, according to industry sources.
Because our industry is relatively easy to enter, additional competitors may
enter these markets. Our trade shows and conferences generally compete on the
basis of:

        - the availability of attractive venues and dates;

        - the ability to provide events that meet the needs of particular market
          segments;

        - the ability to attract qualified attendees; and

        - the ability to provide high-quality show services, exhibition space,
          and attractive marketing and sponsorship opportunities.

         In addition, in our trade show and conference business, we compete with
many industry associations and, in several countries, the trade show and
conference hall owner and operator may also be a competitor.

         The worldwide automotive industry is affected significantly by a number
of factors over which we have little control, including general economic
conditions. In the United States, the automotive industry is a
highly-competitive, cyclical business that has a wide variety of product
offerings. In any year, industry demand depends largely on general economic
conditions, the cost of purchasing and operating cars, and the availability and
cost of credit and fuel. Industry demand for kit cars also reflects the fact
that cars are durable items that people generally can wait to replace.

GOVERNMENTAL REGULATION

         The worldwide automotive industry is also affected significantly by a
substantial amount of costly governmental regulation. In the United States, for
example, governmental regulation has arisen primarily out of concern for the
environment, for greater vehicle safety, and for improved fuel economy. Many
governments also regulate local content and/or impose import requirements as a
means of creating jobs, protecting domestic producers, or influencing their
balance of payments.

EMPLOYEES

         Dynamic Imaging currently has 16 employees, six of whom are involved in
sales and clerical 3 involved in IT, 2 involved in graphics and 5 of whom are
involved in management. No employees are presently represented by any labor
unions. We believe our relations with employees to be good, however additional
employees will need to be recruited to meet our growth projections.

                                       8
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY
         -----------------------

         We maintain our executive office, sales and warehouse facility at 3428
North Ocean Boulevard, Fort Lauderdale, Florida 33308. We lease our executive
offices, sales facility and warehouse facility at the rate $3,275 per month.
Additionally, we lease our manufacturing facilities in Hialeah, Florida under a
two year operating lease with monthly payments of approximately $3,000.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

         There are no material legal proceedings filed, or to Dynamic Imaging's
knowledge, threatened against it.

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

         None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
         ------------------------------------------------------

         Our common stock is traded on the OTC Bulletin Board under the symbol
DYIG. The following table sets forth the range of high and low closing sale
price as reported by the OTC Bulletin Board for our common stock for the fiscal
quarters indicated. The OTC Bulletin Board quotations represent quotations
between dealers without adjustment for retail mark-up, markdowns or commissions
and may not represent actual transactions.

         Quarter Ended               HIGH BID          LOW BID
         -----------------------------------------------------
         March 31, 2001                0.56              0.09
         June 30, 2001                 0.15              0.03
         September 30, 2001            0.32              0.04
         December 31, 2001             0.18              0.04

         March 31, 2002                0.12              0.05
         June 30, 2002                 0.19              0.06
         September 30, 2002            0.19              0.06
         December 31, 2002             0.09              0.04
         April 11, 2003                0.35              0.04

Dividend Policy

         No dividends have been paid on the shares of our common stock, and we
do not anticipate the payment of cash dividends in the foreseeable future. We
anticipate that, for the foreseeable future any profit we report will be devoted
to our future operations and that cash dividends would not be paid to our
shareholders.

         As of April 16, 2003 there were approximately 244 registered holders of
record of the Company's common stock

RECENT SALES OF UNREGISTERED SECURITIES

         The following discussion details securities sold by us during the last
fiscal year which were not registered under the provisions of the Securities Act
of 1933.

                                       9
<PAGE>

         The Company conducted an offering of Series A Convertible Preferred
Stock which began in October 2001. The shares were offered without registration
under the Securities Act of 1933 pursuant to the exemption from registration
under Regulation S. 498,350 shares were sold to 44 individual investors for a
net price of $.10 per share. Stein Morgan International, Ltd. was Distribution
Agent for the offering. The purchasers acknowledged that the shares were not
registered under the Securities Act of 1933 and could not be sold except
pursuant to registration or an exemption. During the year ended December 31,
2002, the Company issued an additional 9,900 shares of its Series A Convertible
Preferred Stock for proceeds of $990 or $.10 per share.

         The following shares of common stock were issued without registration
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933. The shares contain a legend restricting transfer without compliance
with the registration provisions of the Securities Act of 1933 or an exemption
therefrom.

         During fiscal 2001, the Company issued 1,600,000 shares of restricted
common stock for proceeds of $49,000. During fiscal 2001, the Company issued
1,653,170 shares of common stock in exchange for professional services rendered.
These shares were valued at a fair market value amount ranging from $.04 to $.20
per share, for an aggregate of $152,452 and were charged to operations. During
June 2001, the Company issued 325,000 shares of common stock for debt amounting
to $13,000. The shares were valued at $.04 per share.

         During December 2001, the Company agreed to issue 7,952,900 restricted
shares of its common stock in full satisfaction of accrued salaries and debt
amounting to $318,116. These shares were valued at $.04 per share, the fair
values at the date of issuance. As of December 31, 2001, the shares had not been
issued. The shares are included in common stock issuable at December 31, 2001.

         In connection with the termination of certain employment agreements
with certain Company officers and former officers, the Company's issued
3,500,000 shares of common stock. These shares were valued at a fair market
value of $.04 per share, for an aggregate of $140,000 and charged to operations.
As of December 31, 2001, the shares had not been issued, such shares were issued
during 2002.

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

During January through June 2002, the Company borrowed additional funds under a
loan agreement amounting to $77,987. On March 2002, the lender converted loans
aggregating $125,201 into 6,260,095 of common stock.

During February 2002, the Company issued 400,000 shares of common stock in
exchange for debt of $24,000.

In May 2002, the Company issued 11,452,900 shares of common stock previously
issuable.

On May 23, 2002, the Company acquired certain assets and liabilities of SSM, in
connection with this acquisition 7,000,000 shares of the Company's common stock
were to be issued as part of the purchase price. At December 31, 2002, these
shares have not been issued and are included in common stock issuable.

In July 2002, a lender converted loans aggregating $50,000 into 2,500,000 shares
of common stock.

                                       10
<PAGE>

On September 30, 2002, the Company issued 6,838,153 shares of common stock for
debt of $340,234. As of December 31, 2002, 3,505,820 of these shares have not
been issued and are included in common stock issuable at December 31, 2002.

In November 2002, a lender converted loans aggregating $24,004 into 1,200,180
shares of common stock.

On December 17, 2002 the Company issued 950,000 shares of its restricted common
stock to four employees for services rendered. The Company valued these shares
at the fair market value on the date of issuance or $66,500 ($0.07 per share);
the Company has recorded such amount as compensation.

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

GENERAL OVERVIEW

         Dynamic Imaging Group, Inc. (the Company) was formed in March 1998 and
is engaged in the sale, marketing and rental of portable show displays,
accessories graphics, Internet solutions through an independent network of
outlets throughout the United States and the placement of the Companies own
Trade show's "Big Boys And Their Toys" in multiple markets throughout the United
States and the sales, assembly, and R&D of its own vehicles. The Company
maintains its principal business operations in Fort Lauderdale, Florida.

         Management believes acquisitions and the continuing development of new
areas of expertise will position the Company to increase its revenue base and
move toward its current goals of becoming a leading Trade Show Promotion
Company, display and graphics company, and Internet solutions provider, and kit
car provider through the continued offering of expanded products and services to
a larger customer network.

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

         On March 1, 2002, we acquired 100% of the outstanding common stock of
Hi Tech Expos, Ltd. d/b/a Twenty First Century Promotions, an Arizona
corporation ("TFCP"), in exchange for 4,941,175 shares of the Company's common
stock. TFCP is a trade show marketing and management firm located in Scottsdale,
Arizona.

         On May 23, 2002, the Company acquired certain assets and liabilities of
Silver Star Management, Inc., a Florida corporation ("SSM") in exchange for
7,000,000 shares of the Company's common stock and a note payable of $50,000.
SSM is an automobile engineering and small parts manufacturing company. The
Company formed and operates this subsidiary under the name Florida Motor
Corporation.

         We completed our 2002 SOUTH FLORIDA Men's Expo - "Big Boy's and Their
Toys Show," which took place October 18-20 in Fort Lauderdale. The Fort
Lauderdale show was our second Expo this year; the first event took place in
Phoenix on June 21-23. Big Boys and Their Toys Men's Expo is presently scheduled
in Phoenix (June 6-8, 2003), in Dallas (October 4-6, 2003), and in Fort
Lauderdale (December 5-7, 2003), with dates in Denver, Chicago, and West Palm
Beach, Fla. pending for 2003 and 2004.

                                       11
<PAGE>

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001.

REVENUES

         Net sales for the year ended December 31, 2002 were $1,342,689 as
compared to net sales of $417,960 for the year ended December 31, 2001. The
increase in sales of $924,729 was substantially due to our acquisition of Hi
Tech Expos, Ltd. d/b/a Twenty First Century Promotions. During the years ended
December 30, 2002 and 2001, net revenues by segment were as follows:

               Trade Show                           Automobile and
              Displays and  E-Commerce               Small Part     Consolidated
                Graphics    Solutions   Trade Show  Manufacturing       Total
              ------------  ----------  ----------  -------------   ------------
2002
Net Revenues    $478,548     $271,975    $592,166      $   -         $1,342,689
              ============  ==========  ==========  =============   ============

2001
Net Revenues    $281,739     $136,221    $   -         $   -           $417,960
              ============  ==========  ==========  =============   ============

         For the year ended December 31, 2002, we increased revenues from our
trade show displays and graphics business to $478,548 from net revenues of
$281,739 for the year ended December 31, 2001, an increase of $196,809. The
increase was attributable to our increased marketing efforts. Additionally,
revenues from our E-Commerce Solutions segment increased $135,754.

COST OF SALES

         Cost of sales for the year ended December 31, 2002 was $233,763 or 17%
of our revenues. During the year ended December 31, 2001 our cost of sales was
$110,144 or 26% of our revenues. The decrease in our cost of sales is
attributable to the acquisition of our 21st Century subsidiary and its higher
margins due to the service oriented nature of its business.

OPERATING EXPENSES

         Advertising and promotion related primarily to our trade show segment
and amounted to $463,343 for the year ended December 31, 2002.

         Consulting fees were $69,672 for the year ended December 31, 2002 as
compared to $158,202 for the year ended December 31, 2001. During the year ended
December 30, 2002, substantially all of our consulting fees were incurred from
the issuance of common stock for services. These shares were valued at the fair
values and charged to consulting fees.

         Contract labor expenses include costs and commissions related to our
sales force that is comprised of both direct employees of the Company (included
in salaries) and independent sales representatives. Contract labor also includes
costs of certain individuals related to administration and purchasing who are
engaged on a contractual basis. Contract labor expenses were $161,331 for the
year ended December 31, 2002 as compared to $66,056 for the year ended December
31, 2001. The increase in contract labor is attributable to the use of
additional independent contractors and sales representatives for our tradeshow
segment.

                                       12
<PAGE>

         Depreciation and amortization expense was $90,410 for the year ended
December 31, 2002 as compared to $193,171 for the year ended December 31, 2001 a
decrease of $102,761. This decrease was due to a write down of goodwill on our
Digi E-Solutions subsidiary of approximately $146,000 during 2001.

         Professional fees were $54,183 for the year ended December 31, 2002 as
compared to $43,105 for the year ended December 31, 2001. The increase of
$11,078 is attributable to the fact that we incurred additional legal and
accounting fees in connection with the acquisitions of our newest subsidiaries.

         Rent expense was $119,112 for the year ended December 31, 2002 as
compared to $61,015 for the year ended December 31, 2001. The increase of
$58,097 was due to additional office rent and rentals of facilities hosting our
21st Century trade show productions.

         Salaries were $139,909 for the year ended December 31, 2002 as compared
to $472,526 for the year ended December 30, 2001. The decrease of $332,617 was
directly attributable to the reduction in our sales force and the amendment of
employment agreements with officers of the Company.

         Selling, general and administrative expenses, which include travel and
entertainment, insurance, auto, telephone and other expenses were $565,390 for
the year ended December 31, 2002 as compared to $487,004 for the year ended
December 31, 2001. The increase of $78,386 is directly attributable to our
acquisition of Hi Tech Expos, Ltd. Such increase includes costs associated with
our Men's Expo, "Big Boys & Their Toys" such as equipment and facility rentals.

OTHER EXPENSES

         Interest expense was $651,325 for the year ended December 31, 2002 as
compared to $106,442 for the year ended December 31, 2001 an increase of
$544,883. This increase was due to recording beneficial interest of $470,218
related to convertible notes payable as well as additional interest related to
an increase in our borrowing on this convertible debenture.

         As a result of the foregoing factors, we incurred net losses of
$1,205,749 or ($.03) per share for the year ended December 31, 2002 as compared
to a net loss of $1,283,650 or ($.11) per share for the year ended December 31,
2001.

LIQUIDITY AND CAPITAL RESOURCES

         Since our inception, we have incurred losses of $5,541,119. Our
operations have been funded by the sale of common stock with gross proceeds of
approximately $1,000,000 since inception. Additionally, we signed convertible
debentures and note agreements and borrowed approximately $890,000 from third
parties and related parties. These funds were used for working capital and
capital expenditures.

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

                                       13
<PAGE>

         During the year ended December 31, 2002, our operating cash requirement
was $458,584 attributable to a net loss of $1,205,744, an increase in our
operating assets of $72,687 mitigated by non-cash charges for depreciation of
$90,410, beneficial interest on notes payable and Series A Preferred stock of
$543,205, and compensation related to the issuance of common stock for services
rendered of $66,500, and an increase in accounts payable and accrued expenses
and other liabilities of $119,737 due to non-payment. Our remaining cash flow
was primarily funded by net proceeds from notes payable of $543,204 and proceeds
from preferred stock of $10,000 during the year ended December 31, 2002.

CRITICAL ACCOUNTING POLICIES

         A summary of significant accounting policies is included in Note 1 to
the audited financial statements included in this Annual Report on Form 10-KSB.
We believe that the application of these policies on a consistent basis enables
us to provide useful and reliable financial information about our operating
results and financial condition.

         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 and
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 may differ from those estimates.

         We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

REVENUE RECOGNITION

         Revenues from display sales are recognized upon shipment to the
customer. Revenues from graphic sales are recognized upon job completion. We
record revenues from display rentals when the rentals are completed and billed.

         Revenues from our trade-show marketing subsidiary, Hi-Tech, recognizes
revenues upon the completion of the trade show for which its customer have paid.
Additionally, Hi-Tech recognizes revenues from paid attendance at its trade
shows upon receipt.

         Revenues from our automobile and parts manufacturing division are
recognized upon shipment to its customers.

STOCK-BASED COMPENSATION

         Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), encourages, but does not require,
companies to record compensation cost for stock-based employee compensation
plans at fair value. The Company has chosen to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
related Interpretations. Accordingly, compensation cost for stock options is
measured as the excess, if any, of the estimated fair value of the Company's
stock at the date of the grant over the amount an employee must pay to acquire
the stock. The Company has adopted the "disclosure only" alternative described
in SFAS 123 and SFAS 148, which require pro forma disclosures of net income and
earnings per share as if the fair value method of accounting had been applied.

                                       14
<PAGE>

RECENT PRONOUNCEMENTS

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

         In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." The standard requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for fiscal years beginning after June 15, 2002. The adoption of SFAS
No. 143 is not expected to have a material impact on the Company's consolidated
financial statements.

         Statement No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" supercedes Statement No. 121 "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121").
Though it retains the basic requirements of SFAS 121 regarding when and how to
measure an impairment loss, SFAS 144 provides additional implementation
guidance. SFAS 144 excludes goodwill and intangibles not being amortized among
other exclusions. SFAS 144 also supercedes the provisions of APB 30, "Reporting
the Results of Operations", pertaining to discontinued operations. Separate
reporting of a discontinued operation is still required, but SFAS 144 expands
the presentation to include a component of an entity, rather than strictly a
business segment as defined in SFAS 131, Disclosures about Segments of an
Enterprise and Related Information.

         SFAS 144 also eliminates the current exemption to consolidation when
control over a subsidiary is likely to be temporary. This statement is effective
for all fiscal years beginning after December 15, 2001. The implementation of
SFAS 144 did not have a material effect on the Company's financial position,
results of operations or liquidity.

         Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections" ("SFAS 145")
updates, clarifies, and simplifies existing accounting pronouncements. Statement
No. 145 rescinds Statement 4, which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. As a result, the criteria
in Opinion 30 will now be used to classify those gains and losses. Statement 64
amended Statement 4, and is no longer necessary because Statement 4 has been
rescinded. Statement 44 was issued to establish accounting requirements for the
effects of transition to the provisions of the motor Carrier Act of 1980.
Because the transition has been completed, Statement 44 is no longer necessary.

                                       15
<PAGE>

         Statement 145 amends Statement 13 to require that certain lease
modifications that have economic effects similar to sale-leaseback transactions
be accounted for in the same manner as sale-leaseback transactions. This
amendment is consistent with FASB's goal requiring similar accounting treatment
for transactions that have similar economic effects. This statement is effective
for fiscal years beginning after May 15, 2002. The adoption of SFAS 145 on
October 1, 2002 did not have a material impact on the Company's financial
position, results of operations or liquidity.

         Statement No. 146, "Accounting for Exit or Disposal Activities" ("SFAS
146") addresses the recognition, measurement, and reporting of cost that are
associated with exit and disposal activities that are currently accounted for
pursuant to the guidelines set forth in EITF 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to exit an Activity
(including Certain Cost Incurred in a Restructuring)," cost related to
terminating a contract that is not a capital lease and one-time benefit
arrangements received by employees who are involuntarily terminated - nullifying
the guidance under EITF 94-3. Under SFAS 146, the cost associated with an exit
or disposal activity is recognized in the periods in which it is incurred rather
than at the date the Company committed to the exit plan. This statement is
effective for exit or disposal activities initiated after December 31, 2002 with
earlier application encouraged. The adoption of SFAS 146 is not expected to have
a material impact on the Company's financial position, results of operations or
liquidity.

         In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, Accounting for Stock-Based Compensation - Transition and
Disclosure. Statement 148 provides alternative methods of transition to
Statement 123's fair value method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of Statement 123 and APB
Opinion No. 28, Interim Financial Reporting, to require disclosure in the
summary of significant accounting policies of the effects of an entity's
accounting with respect to stock-based employee compensation on reported net
income and earnings per share in annual and interim financial statements.
Statement 148's amendment of the transition and annual disclosure requirements
of Statement's 123 are effective for fiscal years ending after December 15,
2002. Statement 148's amendment of the disclosure requirements of Opinion 28 is
effective for interim periods beginning after December 15, 2002.

FACTORS THAT MAY AFFECT FUTURE RESULTS

         You should carefully consider the following risks in evaluating our
Company. The risks described below are not the only ones that we face.
Additional risks that we do not yet know of or that we currently think are
immaterial may also impair our business operations. Our business, operating
results or financial condition could be materially adversely affected by any of
the following risks. The trading price of our common stock could decline due to
any of these risks, and you may lose all or part of your investment. You should
also refer to the other information set forth in this Report, including our
financial statements and the related notes.

         We caution readers that certain important factors may affect our actual
results and could cause those results to differ significantly from any
forward-looking statements made in this report or otherwise made by or on behalf
of the Company.

                                       16
<PAGE>

         We have negative working capital. Primarily due to losses from
operations. We had a negative working capital of $1,458,744 at December 31, 2002
and have continued to need cash for operations.

         Our accountants have issued a going concern opinion due to the lack of
capital. Because of the uncertainties in our ability to satisfy our future
capital needs, our auditors' report on our financial statements for the year
ended December 31, 2002 contains an explanatory paragraph about our ability to
continue as a going concern.

         We may need additional capital to be successful, which will potentially
dilute the value of shares of shareholders. We need substantial capital to
execute our business plan. To finance our operations to date, we have relied on
private offerings of common stock and loans. The terms, on which we may obtain
additional financing, including the exercise of the outstanding options may
dilute the existing shareholders investments, or otherwise adversely affect
their position. It is also possible that we will be unable to obtain the
additional funding we need as and when we need it. If we were unable to obtain
additional funding as and when needed, we could be forced to curtail our
operations.

         Our assets are subject to a lien, and if judgments are entered and
enforced, it may shut down our operations. We have granted a lien on all of our
assets in connection with a financing transaction. We are current in the
repayment obligation. Unless we are successful in repaying this obligation, our
business may be shut down if these creditors are able to collect on their
judgments.

         There are many competitors in our markets and we may not be able to
compete effectively against them. There are many companies that sell trade show
displays and graphics. Additionally, there are numerous trade show event
companies and other event coordinators that compete for ticket sales and
exhibitor participation. Most of these companies compete with us for business.
We expect competition to continue to increase as there are no substantial
barriers to entry into our market. Increased competition could result in
reductions in the fees we receive for our services, lower margins or loss of
clients. Any of these occurrences could materially and adversely affect our
business, financial condition and results of operations. Competition is also
likely to increase significantly, not only as new entities enter the market, but
also as current competitors expand their services.

         Our ability to compete depends on a number of factors, many of which
are outside of our control. These factors include ease of use, timing and market
acceptance of new and enhanced services, and level of sales and marketing
efforts.

         Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, existing
relationships with major vendors and trade show arenas and may have
significantly greater financial, technical and marketing resources than we do.
This may allow them to devote greater resources than we can to the development
and promotion of their services. These competitors may also engage in more
extensive development efforts, undertake more far-reaching marketing campaigns
and adopt more aggressive pricing policies. Our competitors may develop services
that are equal or superior to those we provide or that achieve greater market
acceptance and brand recognition than we achieve. We may not be able to compete
successfully or competitive pressures may have a material adverse effect on our
business, results of operations and financial condition.

                                       17
<PAGE>

         Our business has been concentrated with a few suppliers. We are been
reliant on a single vendor for the majority of our trade show display product.
Consequently, our success is materially dependent on its relationship with this
vendor and its continued viability.

         Our success is based on increasing demand for our products and
services. We depend on the continued demand for our trade show display products,
our web and Internet solutions, and public interest in the trade shows that we
offer. We cannot assure you that our business strategy will be successful or
that we will successfully address these risks or difficulties. If we should fail
to adequately address any of these risks or difficulties, our business would
likely suffer.

         We rely on our senior management and will be harmed if any or all of
them leave. Our success is dependent on the efforts, experience and
relationships of Roland Breton and other essential staff. If any of these
individuals become unable to continue in their role, our business or prospects
could be adversely affected. Although we have entered into an employment
agreement with each of our executive officers, we cannot assure you that such
individuals will continue in their present capacity for any particular period of
time.

         There is only a limited public market for our shares, and if an active
market does not develop, investors may have difficulty selling their shares.
There is a limited public market for our common stock. We cannot predict the
extent to which investor interest in us will lead to the development of an
active trading market or how liquid that trading market might become. If a
liquid trading market does not develop or is not sustained, it may be difficult
for investors to sell shares of our common stock at a price that is attractive.
As a result, an investment in our common stock may be illiquid and investors may
not be able to liquidate their investment readily or at all when he/she desires
to sell.

         Fluctuations in our operating results may adversely affect our stock
price and purchasers of our shares of common stock may lose all or a portion of
their investment. Historically, there has been volatility in the market price
for our common stock. Our quarterly operating results, changes in general
conditions in the economy, the financial markets, or other developments
affecting us or our competitors, could cause the market price of our common
stock to fluctuate substantially. We expect to experience significant
fluctuations in our future quarterly operating results due to a variety of
factors. Factors that may adversely affect our quarterly operating results
include:

o        the announcement or introduction of new products by us and our
         competitors;

o        our ability to retain existing clients and attract new clients at a
         steady rate, and maintain client satisfaction;

o        the amount and timing of operating costs and capital expenditures
         relating to expansion of our business and operations;

o        general economic conditions and economic conditions specific to the
         healthcare industry.

                                       18
<PAGE>

         As a result of these factors, in one or more future quarters, our
operating results may fall below the expectations of securities analysts and
investors. In this event, the market price of our common stock would likely be
materially adversely affected.

         If the selling shareholders all elect to sell their shares of our
common stock at the same time, the market price of our shares may decrease. It
is possible that the selling shareholders will offer all of the shares for sale.
Further, because it is possible that a significant number of shares could be
sold at the same time, the sales, or the possibility thereof, may have a
depressive effect on the market price of our common stock.

         Because our stock currently trades below $5.00 per share, and is quoted
on the OTC Bulletin Board, our stock is considered a "penny stock" which can
adversely effect its liquidity. Our common stock does not currently qualify for
listing on the Nasdaq stock market and we do not foresee that we will qualify
for such a listing in the foreseeable future. If our common stock continues to
be quoted on the OTC Bulletin Board, and the trading price of our common stock
remains less than $5.00 per share, our common stock is considered a "penny
stock," and trading in our common stock is subject to the requirements of Rule
15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers
who recommend low-priced securities to persons other than established customers
and accredited investors must satisfy special sales practice requirements. The
broker/dealer must make an individualized written suitability determination for
the purchaser and receive the purchaser's written consent prior to the
transaction.

         SEC regulations also require additional disclosure in connection with
any trades involving a "penny stock," including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock market
and its associated risks. These requirements severely limit the liquidity of
securities in the secondary market because few broker or dealers are likely to
undertake these compliance activities. In addition to the applicability of the
penny stock rules, other risks associated with trading in penny stocks could
also be price fluctuations and the lack of a liquid market.

FORWARD-LOOKING STATEMENTS

         This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. There are certain important factors
that could cause the Company's actual results to differ materially from those
included in such forward-looking statements. When used in this report, the words
"intends," "believes," "anticipates" and similar words are used to identify
these forward looking statements. Some of the important factors which could
cause actual results to differ materially from those projected include, but are
not limited to: the Company's ability to continue to identify and complete
strategic acquisitions to enter new markets and expand existing business;
continued availability of financing to provide additional sources of funding for
future acquisitions; capital expenditure requirements investments; the effects
of competition on products, pricing, and, growth and acceptance of new product
lines through the Company's sales and marketing programs; changes in material
prices from suppliers; uncertainties regarding accidents or litigation which may
arise in the ordinary course of business; and the effects of, and changes in the
economy, monetary and fiscal policies, laws and regulations, inflation and
monetary fluctuations as well as fluctuations in interest rates.

                                       19
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS
         --------------------

         The financial statements are filed herewith following the signatures.

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

         NONE

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
         ---------------------------------------------------------------

         The following table sets forth the names, ages and positions concerning
Dynamic Imaging and ages of our executive officers and directors. Directors will
be elected at our annual meeting of shareholders and serve for one year or until
their successors are elected and qualify. Officers are elected by the board of
directors and their terms of office are, except to the extent governed by
employment contract, at the discretion of the board of directors.

     NAME                     AGE          POSITIONS HELD
     ----                     ---          --------------

Roland L. Breton               53          CEO/President and director

Alfred Tracy III               41          Secretary and director

Mark Graham                    53          Director


         ROLAND L. BRETON has served as CEO since October 2001 and has served as
President and director since March 1998. Between September 1996 and December
1998 Mr. Breton served as Director and President of Olympus Ventures, Inc.
Between November 1995 and September 1996, Mr. Breton was President of Olympus
Mills, Inc., the manufacturing division of Olympus Ventures, Inc. Between
October 1993 and November 1995 he served as Executive Vice President of Madison
Group Associates, Inc., an entertainment and fitness company.

         ALFRED TRACY III has served as secretary and director since September
2001. Mr. Tracy has an extensive background in software engineering, project
management, and program management. Most recently, he has held the position of
Director of Solutions for Technisource Inc. During his tenure at Technisource,
Mr. Tracy was responsible for helping to increase sales from $10 million to its
1999 volume of $146 million. Mr. Tracy received his Bachelor of Science Degree
in Computer Science from The University of North Florida, and a Master of
Science Degree in Computer Science from Florida State University.

         MARK GRAHAM has served as a Director since April 1, 2003. Between 1995
and 2002 Mr. Graham has owned and managed WHATDAYAWANT Interactive and
Entertainment LLC and has extensive background in both the public and private
sector.

                                       20
<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who beneficially own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company's knowledge, all
reports required to be filed were timely filed in fiscal year ended December 31,
2002.

ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

         The following table sets forth information relating to the compensation
paid by Dynamic Imaging during the past three fiscal years to its Chief
Executive Officer and President. Each of the executives agreed to waive his
salary and, consequently, did not earn any compensation during the fiscal year
ended December 31, 1998, 1999. The company was unable to pay executive salaries
during the years 2000, and 2001 and Mr. Breton, Mr. Morgan, and Mr. Tracy have
all opted to accept company stock as payment for their accrued salaries.

                           SUMMARY COMPENSATION TABLE
 ------------------------------------------------------------------------------
                          Annual Compensation      Long-Term Compensation Awards
                       --------------------------    -----------------------
                                                     Annual      Restricted
 Name and Principal                                  Compen-    StockOptions/
      Position         Year     Salary      Bonus    sation       Award(s)
        (a)             (b)       (c)        (d)       (e)          (f)
 ------------------    ----    ---------    -----    -------    ------------
 Roland Breton,        2000    $ 120,000     -0-     120,000       300,000
 President             2001    $  96,000     -0-      96,000       800,000
                       2002    $  48,000     -0-      48,000       500,000

 Alfred Tracy III      2001    $ 116,000     -0-     116,000       500,000
 Secretary             2002    $  20,000     -0-      20,000       500,000

EMPLOYMENT AGREEMENTS

         In February 1998, Mr. Breton and Mr. Morgan entered into five year
employment agreements with Dynamic Imaging, which entitled each of them to
receive an annual base salary of $120,000 plus a bonus equal to 2.5% of Dynamic
Imaging's total revenues for each year of the agreement with a maximum of 10% of
gross profit. Each of the employment agreements also provides for the grant of
options to purchase an aggregate of 1,500,000 shares at an exercise price of
$.80 per share in five equal annual installments each year of employment
commencing February 28, 2000 (for an aggregate of 3,000,000 shares). The options
expire seven years from their date of vesting. The employment agreements also
provide for an expense allowance equal to 10% of the base salary. The agreements
further provide for an increase of at least 10% per year in the base salary
amounts, and include non-compete and confidentiality provisions. The executive
officer agreed to waive his salary for the period from February 1998 to February
1999. As of August 24, 2001 all of the company's executives agreed to a buyout
of their existing contracts leading to the resignation of Mr. Morgan and the

                                       21
<PAGE>

appointment of Mr. Tracy as secretary. On August 31, 2002 Mr. Breton entered
into a one year contract at $48,000 per year with an additional bonus of 30% of
the net profits up to a maximum of $150,000 per year and 6% of the net profit
thereafter. The executive will receive a stock option at par value for 500,000
shares of common. On August 31, 2002, Mr. Tracy entered into a one year contract
at $48,000 per year with an additional bonus of 20% of the net profits up to a
maximum of $120,000 per year and 4% of the net profit thereafter. The executive
will receive a stock option at par value for 500,000 shares of common.

STOCK OPTIONS

<TABLE>
<CAPTION>
                               OPTION/SAR GRANTS IN LAST FISCAL YEAR
 ------------------------------------------------------------------------------------------------
 Individual Grants                               Potential Realizable      Alternative
                                                      Value At                  To
                                               Assumed Annual Rates Of     (f) and (g):
                                                       Stock                Grant Date
                                                Price Appreciation For        Value
                                                       Option
                                                        Term
 ---------------------------------------------------------------------------------------
                                Percent of
                 Number Of    Total Options/
                 Securities    SARs Granted
                 Underlying    To Employees   Exercise Of   Grant Date/
                Options/SARs    In Fiscal      Base Price    Expiration
Name             Granted(#)       Year          (S/Sh)         Date       5%($)   10%($)  Value $
(a)                 (b)            (c)           (d)           (e)         (f)     (g)      (h)
 ------------------------------------------------------------------------------------------------
<S>              <C>               <C>           <C>         <C>           <C>     <C>     <C>
 Gary Morgan       900,000         100%          .80         2005/2010     N/A     N/A     N/A
 ------------------------------------------------------------------------------------------------
 Roland Breton     900,000         100%          .80         2005/2010     N/A     N/A     N/A
 Roland Breton   1,000,000          50%          .001        2005/2010     N/A     N/A     N/A
 ------------------------------------------------------------------------------------------------
 Alfred Tracy    1,000,000          50%          .001        2005/2010     N/A     N/A     N/A
 ------------------------------------------------------------------------------------------------
</TABLE>

         Mr. Breton and Mr. Morgan were granted options to purchase an aggregate
amount of 1,500,000 shares of Dynamic Imaging's common stock each pursuant to
employment agreements. The options are exercisable at $.80 per share, and vest
in five equal annual installments of 300,000 shares beginning on February 28,
2000 and are exercisable for a period of seven years from the date of vesting.
The contracts were terminated with only 900,000 shares vested. The existing
contracts of Mr. Breton and Mr. Tracy include options of 500,000 shares to each
executive at the end of each year.

                                       22
<PAGE>

OPTION EXERCISES AND HOLDINGS

         The following table sets forth information with respect to the exercise
of options to purchase shares of common stock during the fiscal year ended
December 31, 2002, of each person named in the summary compensation table and
the unexercised options held as of the end of the 2002 fiscal year.
<TABLE>
<CAPTION>
                  AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                         OPTION/SAR VALUES
 ------------------------------------------------------------------------------------------------
                                                                 Number of           Value Of
                                                                 Securities         Unexercised
                                                                 Underlying         In-The-Money
                                                                Unexercised         Options/SARs
                                                               Options/SARs          At Fiscal
                                 Shares                     At Fiscal Year-End       Year-End
                               Acquired On        Value         Exercisable/        Exercisable/
          Name                  Exercise        Realized       Unexercisable        Unexercisable
 ------------------------------------------------------------------------------------------------
<S>                                <C>             <C>           <C>                     <C>
 Gary Morgan, director             N/A             N/A           900,000/0               N/A
 ------------------------------------------------------------------------------------------------
 Roland Breton, CEO/President      N/A             N/A       1,400,000/500,000           N/A
 ------------------------------------------------------------------------------------------------
 Alfred Tracy III Secretary        N/A             N/A        500,000/500,000            N/A
 ------------------------------------------------------------------------------------------------
</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

         The following table sets forth information as of April 15, 2003, with
respect to the beneficial ownership of shares of common stock by (i) each
officer and director, (ii) each person or entity known by Dynamic Imaging to be
the owner of more than 5% of the outstanding shares of common stock, or to be
and (iii) all officers and directors as a group. The address of each person is
c/o Dynamic Imaging Group, Inc., 3428 North Ocean Boulevard, Fort Lauderdale,
Florida 33308. There were 50,140,027 shares of Dynamic Imaging's common stock
issued and outstanding as of April 16, 2003.

                                                         Approximate
                                                         Percentage of
                                    No. of            Outstanding Shares
 Name                               Shares            Beneficially Owned
 -----                              ------            ------------------

 Gary R. Morgan ................   6,353,000                11.40%
 Roland L. Breton ..............   7,208,791                13.00%
 Mark Graham ...................   5,150,000                 9.25%
 Alfred Tracy ..................   3,812,195                 6.85%
 William D. Rath ...............   4,369,387
 Gary Glava ....................   6,237,841

                                  ==========                ======
 All Officers and Directors
 as a Group (4 persons)           22,523,986                42.40%

                                       23
<PAGE>

         Gary Morgan is a director of Dynamic Imaging. His ownership includes
5,453,000 shares of common stock held by NRP Partners, Inc., a corporation which
Mr. Morgan serves as President. Also includes options to purchase 900,000 shares
of common stock exercisable at a purchase price of $.80 per share, which options
became exercisable February 28, 2002 which vest in three equal annual
installments commencing February 28, 2000 and are exercisable for a period of
seven years from the date of vesting.

         Roland Breton is CEO/President and director. His ownership includes
1,616,666 shares of common stock held by his spouse and two children and
5,092,125 shares of the Company's common stock held by A.R. Fortune, a
corporation controlled by his spouse. Mr. Breton disclaims beneficial ownership
of the shares owned by his spouse, children and A.R. Fortune. His ownership also
includes options to purchase 900,000 shares of common stock exercisable at a
purchase price of $.80 per share, which options became exercisable February 28,
2000 which vest in three equal annual installments commencing February 28, 2002,
and are exercisable for a period of seven years from the date of vesting and the
options on 500,000 shares that became available in September 2002. Does not
include the options on 500,000 shares that become available in September 2003.

         Alfred Tracy III is Secretary and director. His ownership includes
2,812,199 shares of common stock held by his father. Mr. Tracy disclaims
beneficial ownership of the shares owned by his father. His ownership also
includes the options on 500,000 shares that became available in September 2002.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

         Certain officers of the Company advanced the Company funds for
operations. At December 31, 2002, the Company owed these related parties
$160,586. These amounts are non-interest bearing, non-collateralized, and are
payable on demand.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

(a)      EXHIBITS

         EXHIBITS   DESCRIPTION OF DOCUMENT
         --------   -----------------------

           3.1      Articles of Incorporation of Dynamic Imaging Group, Inc.*

           3.2      Bylaws of Dynamic Imaging Group, Inc.*

          10.1      Employment Agreement between Dynamic Imaging Group, Inc. and
                    Roland Breton dated August 31, 2001.*

          10.2      Employment Agreement between Dynamic Imaging Group, Inc. and
                    Alfred Tracy III dated August 31, 2001.*

          10.3      Lease Agreement between Dynamic Imaging Group, Inc. and
                    Luisa Certain and Maria Certain dated November 19, 1998.*

          10.4      Lease Agreement between Dynamic Imaging Group, Inc. and
                    Luisa Certain and Maria Certain dated May 1, 1998.*

          10.5      Agreement with Hi Tech Expos, Ltd., d/b/a Twenty First
                    Century Promotions dated March 1, 2002.**

                                       24
<PAGE>

          23.1      Subsidiaries.*

          99.1      Certifications
         ---------
         *          Incorporated by reference to this Exhibit No. on Registrants
                    Registration Statement on Form 10-SB.

         **         Incorporated by reference to this Exhibit No. on Registrants
                    Form 8-K filed on April 12, 2002.

(b)      REPORTS ON FORM 8-K

         Form 8-K filed on April 12, 2002 pursuant to Item 2.
         Form 8-K filed on April 25, 2003 pursuant to Item 4.

ITEM 14. CONTROLS AND PROCEDURES

         Within the 90 days prior to the filing of this report, the Company
carried out an evaluation under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as defined in Rule 13a-14(c) under
the Securities Exchange Act of 1934. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective. There were not any
significant changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        DYNAMIC IMAGING GROUP, INC.

April 24, 2003                          By: /s/ Roland L. Breton
                                            --------------------
                                            Roland L. Breton
                                            Chief Executive Officer

         In accordance with the Exchange Act, this Report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

April 24, 2003                          By: /s/ Roland L. Breton
                                            ----------------------
                                            Roland L. Breton
                                            Director

April 24, 2003                          By: /s/ Alfred Tracy III
                                            ----------------------
                                            Alfred Tracy III
                                            Director and Secretary

April 24, 2003                          By: /s/ Gary Morgan
                                            ----------------------
                                            Gary Morgan
                                            Director

                                       25
<PAGE>
                                 CERTIFICATION

I, Roland Breton, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of Dynamic Imaging Group,
Inc.;

2. Based on my knowledge, this annual 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 annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;

4. The registrant's other certifying officer 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 registrant, including its consolidated
    subsidiaries, is made know to us by others within those entities,
    particularly during the period in which this annual 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
    Annual Report (the "Evaluation Date");

    (c) Presented in this Annual 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 officer 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:

    (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 officer and I have indicated in this Annual
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: April 24, 2003                    /s/ Roland Breton
                                        Roland Breton
                                        Chairman, Chief Executive Officer and
                                        Principle Accounting Officer

                                       26
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2002 and 2001


                                    CONTENTS


Report of Independent Certified Public Accountants...........................F-2

Consolidated Financial Statements:

    Consolidated Balance Sheet...............................................F-3

    Consolidated Statements of Operations....................................F-4

    Consolidated Statement of Changes in Stockholders' Deficit...............F-5

    Consolidated Statements of Cash Flows....................................F-6

Notes to Consolidated Financial Statements...........................F-7 to F-21


                                       F-1
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors
Dynamic Imaging Group, Inc. and Subsidiaries
Fort Lauderdale, Florida


We have audited the accompanying consolidated balance sheet of Dynamic Imaging
Group, Inc and Subsidiaries as of December 31, 2002, and the related
consolidated statements of operations, changes in stockholders' deficit and cash
flows for the years ended December 31, 2002 and 2001. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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 audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Dynamic
Imaging Group, Inc. and Subsidiaries, as of December 31, 2002, and the
consolidated results of their operations and their cash flows for the years
ended December 31, 2002 and 2001, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has experienced losses from
operations totaling $5,541,119 since inception, has cash used in operations of
$458,584 in 2002, and has a working capital deficiency of $1,437,141 at December
31, 2002. These matters raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regards to these matters are
also described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                        /s/Sherb & Co., LLP
                                        Sherb & Co., LLP
                                        Certified Public Accountants
New York, New York
April 18, 2003

                                       F-2
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2002

                                     ASSETS
CURRENT ASSETS:
    Cash ......................................................     $    48,046
    Accounts Receivable (Net of Allowance for
        Doubtful Accounts of $112,815) ........................          85,777
    Inventories ...............................................             453
                                                                    -----------

        Total Current Assets ..................................         134,276

PROPERTY AND EQUIPMENT - Net ..................................         472,056

MARKETABLE EQUITY SECURITIES ..................................           2,000
GOODWILL ......................................................         706,635
DUE FROM RELATED PARTIES ......................................           9,847
SECURITY DEPOSITS .............................................           4,671
                                                                    -----------

        Total Assets ..........................................     $ 1,329,485
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Notes and Debenture Payable ...............................     $   846,410
    Accounts Payable and Accrued Expenses .....................         347,137
    Accrued Salaries ..........................................          77,234
    Payroll Taxes Payable .....................................         123,645
    Customer Deposits .........................................          16,405
    Due to Related Parties ....................................         160,586
                                                                    -----------

        Total Current Liabilities .............................       1,571,417
                                                                    -----------

STOCKHOLDERS' DEFICIT:
    Preferred Stock (No Par Value; 4,000,000 Shares
        Authorized; No Shares Issued and Outstanding) .........               -
    Series A Convertible Preferred Stock (No Par Value;
        6,000,000 Shares Authorized; 508,250 Shares
        Issued and Outstanding) ...............................          50,825
    Common Stock ($.001 Par Value; 100,000,000 Shares
        Authorized; 43,123,540 Shares Issued and
        Outstanding ) .........................................          43,124
    Common Stock Issuable (10,505,820 Shares) .................          10,506
    Additional Paid-in Capital ................................       5,216,732
    Accumulated Deficit .......................................      (5,541,119)
    Unrealized Loss on Investment .............................         (22,000)
                                                                    -----------

        Total Stockholders' Deficit ...........................        (241,932)
                                                                    -----------

        Total Liabilities and Stockholders' Deficit ...........     $ 1,329,485
                                                                    ===========

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

                                                        For the Years ended
                                                           December 31,
                                                    ---------------------------
                                                        2002           2001
                                                    ------------   ------------

NET SALES ........................................  $  1,342,689   $    417,960

COST OF SALES ....................................       233,763        110,144
                                                    ------------   ------------

GROSS PROFIT .....................................     1,108,926        307,816
                                                    ------------   ------------

OPERATING EXPENSES:
    Advertising and Promotion ....................       463,343              -
    Consulting Fees ..............................        69,672        158,202
    Contract Labor ...............................       161,331         66,056
    Depreciation and Amortization ................        90,410        193,171
    Professional Fees ............................        54,183         43,105
    Rent .........................................       119,112         61,015
    Salaries .....................................       139,909        472,526
    Other Selling, General and Administrative ....       565,390        487,004
                                                    ------------   ------------

        Total Operating Expenses .................     1,663,350      1,481,079
                                                    ------------   ------------

LOSS FROM OPERATIONS .............................      (554,424)    (1,173,263)

OTHER EXPENSES:
     Interest Expense ............................       651,325        106,442
                                                    ------------   ------------

NET LOSS .........................................    (1,205,749)    (1,279,705)

     Attribution of beneficial conversion
        feature on preferred stock ...............             -         (3,945)
                                                    ------------   ------------

NET LOSS AVAILABLE TO COMMON SHAREHOLDERS ........  $ (1,205,749)  $ (1,283,650)
                                                    ============   ============


BASIC AND DILUTED:
        Net Loss Per Common Share ................  $      (0.03)  $      (0.11)
                                                    ============   ============

        Weighted Common Shares Outstanding .......    40,845,797     11,445,129
                                                    ============   ============

          See accompanying notes to consolidated financial statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                           DYNAMIC IMAGING, INC. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                       For the Years Ended December 31, 2002 and 2001

                                                                    Series A
                                                                   Covertrible      Common Stock      Common Stock Issuable
                                                                 Preferred Stock   $.001 Par Value       $.001 Par Value
                                                                 ---------------  ------------------  ---------------------
                                                                 Shares   Amount    Shares    Amount    Shares       Amount
                                                                 -------  ------  ----------  ------  -----------   -------
<S>                                                              <C>      <C>     <C>         <C>      <C>          <C>
Balance at December 31, 2000 ..................................        -  $    -   8,508,687  $8,509            -   $     -

Shares Issued in Connection with Sale of Restricted Stock .....        -       -   1,600,000   1,600            -         -

Shares Issued in Exchange for Services ........................        -       -   1,653,170   1,653            -         -

Shares Issued for Debt ........................................        -       -     325,000     325            -         -

Common Shares Issuable for Services ...........................        -       -           -       -    3,500,000     3,500

Common Shares Issuable for Debt ...............................        -       -           -       -    7,952,900     7,953

Shares Issued in Connection with Sale of Series A Preferred ...  498,350  49,835           -       -            -         -

Beneficial Interest in Connection With Series A Preferred Stock        -       -           -       -            -         -

Issuance of Common  Stock Options .............................        -       -           -       -            -         -

Net Loss ......................................................        -       -           -       -            -         -
                                                                 -------  ------  ----------  ------  -----------   -------

Balance at December 31, 2001 ..................................  498,350  49,835  12,086,857  12,087   11,452,900    11,453

Sale of Series A Preferred Stock ..............................    9,900     990           -       -            -         -

Payment of Subscription Receivable ............................        -       -           -       -            -         -

Common Shares Issued and Issuable for Acquisition .............        -       -   4,941,175   4,941    7,000,000     7,000

Conversion of Notes Payable to Common Stock ...................        -       -  13,692,608  13,693            -         -

Issuance of Common Stock ......................................        -       -  11,452,900  11,453  (11,452,900)  (11,453)

Common Stock Issuable for Debt ................................        -       -           -       -    3,505,820     3,506

Beneficial Interest in Connection With Convertible Debt .......        -       -           -       -            -         -

Common Stock Issued for Services Rendered .....................        -       -     950,000     950            -         -

Net Loss ......................................................        -       -           -       -            -         -
                                                                 -------  ------  ----------  ------  -----------   -------

Balance at December 31, 2002 ..................................  508,250 $50,825  43,123,540 $43,124   10,505,820   $10,506
                                                                 ======= =======  ========== =======  ===========   =======

                                                                                                                 (continued)

                                See accompanying notes to consolidated financial statements.
                                                            F-5A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            DYNAMIC IMAGING, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                        For the Years Ended December 31, 2002 and 2001
                                                          (continued)

                                                                  Additional               Unrealized  Subscrip-     Total
                                                                   Paid-in    Accumulated   Loss on      tion     Stockholders'
                                                                   Capital      Deficit    Investment  Receivable    Deficit
                                                                  ---------   ----------   ----------  ----------  -----------
<S>                                                              <C>         <C>           <C>         <C>        <C>
Balance at December 31, 2000 ..................................  $2,542,926  $(3,055,665)  $(22,000)   $      -    $ (526,230)

Shares Issued in Connection with Sale of Restricted Stock .....      47,400            -          -           -        49,000

Shares Issued in Exchange for Services ........................     150,799            -          -           -       152,452

Shares Issued for Debt ........................................      12,675            -          -           -        13,000

Common Shares Issuable for Services ...........................     136,500            -          -           -       140,000

Common Shares Issuable for Debt ...............................     310,163            -          -           -       318,116

Shares Issued in Connection with Sale of Series A Preferred ...           -            -          -     (10,000)       39,835

Beneficial Interest in Connection With Series A Preferred Stock      47,215            -          -           -        47,215

Issuance of Common  Stock Options .............................      49,000            -          -           -        49,000

Net Loss ......................................................           -   (1,279,705)         -           -    (1,279,705)
                                                                  ---------   ----------    -------    --------    ----------

Balance at December 31, 2001 ..................................   3,296,678   (4,335,370)   (22,000)    (10,000)     (997,317)

Sale of Series A Preferred Stock ..............................           -            -          -           -           990

Payment of Subscription Receivable ............................           -            -          -      10,000        10,000

Common Shares Issued and Issuable for Acquisition .............     765,059            -          -           -       777,000

Conversion of Notes Payable to Common Stock ...................     409,513            -          -           -       423,206

Issuance of Common Stock ......................................           -            -          -           -             -

Common Stock Issuable for Debt ................................     136,727            -          -           -       140,233

Beneficial Interest in Connection With Convertible Debt .......     543,205            -          -           -       543,205

Common Stock Issued for Services Rendered .....................      65,550            -          -           -        66,500

Net Loss ......................................................           -   (1,205,749)         -           -    (1,205,749)
                                                                  ---------   ----------    -------    --------    ----------

Balance at December 31, 2002 ..................................  $5,216,732  $(5,541,119)  $(22,000)   $      -    $ (241,932)
                                                                 ==========  ===========   ========    ========    ==========

                                 See accompanying notes to consolidated financial statements.
                                                             F-5B
</TABLE>
<PAGE>
                     DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         For the Years Ended
                                                             December 31,
                                                      -------------------------
                                                          2002          2001
                                                      -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss .........................................  $(1,205,749)  $(1,279,705)
  Adjustments to Reconcile Net Loss to Net Cash
    Flows Used in Operating Activities:
     Depreciation ..................................       90,410        29,109
     Amortization of Goodwill ......................            -       164,062
     Common Stock and Options Issued for Services ..       66,500       341,452
     Beneficial Interest Expense Recognized for
       Conversion of Debt for Common Stock .........      543,205             -
     Allowance for Doubtful Accounts ...............       42,815             -
     Beneficial Interest in connection with
       Series A Preferred Stock ....................            -        47,215
     (Increase) Decrease in:
       Accounts Receivable .........................     (122,066)       51,394
       Inventories .................................        3,340        25,045
       Prepaid Expenses ............................        8,793             -
       Due from Related Parties ....................       (2,323)          (55)
       Security Deposits ...........................       (3,246)        1,565
     Increase (Decrease) in:
       Accounts Payable and Accrued Expenses .......       72,959       103,433
       Accrued Salaries ............................       32,600       338,575
       Payroll Taxes Payable .......................       51,286        19,560
       Customer Deposits ...........................       (3,244)            -
       Due to Related Parties ......................      (33,864)       30,007
                                                      -----------   -----------
Net Cash Flows Used in Operating Activities ........     (458,584)     (128,343)
                                                      -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash from Acquisition .........................       20,918             -
     Acquisition of Property and Equipment .........      (20,494)       (3,592)
                                                      -----------   -----------
Net Cash Flows Provided by (Used in)
     Investing Activities ..........................          424        (3,592)
                                                      -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase in Bank Overdraft ....................            -        (3,412)
     Proceeds from Notes Payable ...................      543,205        46,512
     Repayments of Notes Payable ...................      (46,999)            -
     Decrease in Subscriptions Receivable ..........       10,000             -
     Proceeds from Issuance of Preferred Stock .....            -        39,835
     Proceeds from Issuance of Common Stock ........            -        49,000
                                                      -----------   -----------
Net Cash Flows Provided by Financing Activities ....      506,206       131,935
                                                      -----------   -----------

Net Increase in Cash ...............................       48,046             -
Cash - Beginning of Year ...........................            -             -
                                                      -----------   -----------
Cash - End of Year .................................  $    48,046           $ -
                                                      ===========   ===========
SUPPLEMENTAL INFORMATION:
     Cash Paid During Year for:
       Interest and Taxes ..........................          $ -   $     3,000
                                                      ===========   ===========
Issuance of Common Stock for Acquisition ...........  $   777,000           $ -
                                                      ===========   ===========
Issuance of Series A Preferred Stock in
     Exchange for Debt .............................  $       990           $ -
                                                      ===========   ===========
Issuance of Common Stock in Exchange for Debt ......  $   563,439   $   331,116
                                                      ===========   ===========
Details of Acquisition:
     Fair value of assets ..........................  $   465,297           $ -
     Goodwill ......................................      706,635             -
     Liabilities ...................................      415,850             -
     Common stock issued ...........................      777,000             -
                                                      -----------   -----------
     Net cash paid for acquisition .................  $    20,918           $ -
                                                      ===========   ===========

          See accompanying notes to consolidated financial statements.
                                       F-6
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

Dynamic Imaging Group, Inc. (The "Florida Company") was organized in the State
of Florida during January 1999. The Florida Company's articles of incorporation
provide for the issuance of 100,000,000 shares of its $.001 par value common
stock and 10,000,000 shares of its no par value preferred stock.

The Company is engaged in the sale, marketing and rental of portable show
displays, accessories and graphics through an independent network of outlets
throughout the United States. The Company maintains its principal business
operations in Fort Lauderdale, Florida.

On March 1, 2002, the Company acquired 100% of the outstanding common stock of
Hi Tech Expos, Ltd. d/b/a Twenty First Century Promotions, an Arizona
corporation ("Hi Tech"), in exchange for 4,941,175 shares of the Company's
common stock. Hi Tech is a trade show marketing and management firm located in
Scottsdale, Arizona.

On May 23, 2002, the Company acquired certain assets and liabilities of Silver
Star Management, Inc., a Florida corporation ("SSM") in exchange for 7,000,000
shares of the Company's common stock and a note payable of $50,000. SSM is an
automobile engineering and small parts manufacturing company.

BASIS OF PRESENTATION

The consolidated statements include the accounts of Dynamic Imaging Group, Inc.
and its wholly owned subsidiaries. All significant inter-company balances and
transactions have been eliminated.

REVENUE RECOGNITION

Revenues from display sales are recognized upon shipment to the customer.
Revenues from graphic sales are recognized upon job completion. The Company
records revenues from display rentals when the rentals are completed and billed.

Revenues from its trade-show marketing subsidiary, Hi-Tech, are recognized upon
the completion of the trade show for which its customers have paid.
Additionally, Hi-Tech recognizes revenues from paid attendance at its trade
shows upon receipt.

Revenues from the Company's automobile and parts manufacturing division are
recognized upon shipment to its customers.

                                       F-7
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR MARKET VALUE OF FINANCIAL INSTRUMENTS

The carrying amount reported in the balance sheet for cash, accounts
receivables, marketable securities, accounts payable, accrued liabilities, and
notes payable approximates fair market value due to the immediate or short-term
maturity of these financial instruments.

USE OF ESTIMATES

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period to prepare these consolidated financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates and assumptions.

CASH AND CASH EQUIVALENTS

For the purpose of the balance sheet and statement of cash flows, the Company
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.

GOODWILL

Goodwill represents the cost in excess of net assets of businesses acquired. The
Company periodically evaluates the carrying amount of goodwill to recognize and
measure the possible impairment of these assets. As of December 31, 2002, the
Company determined that the carrying value of its goodwill related to the
acquisitions made during 2002 was not impaired. The Company evaluates the
recoverability and carrying value of its long-lived assets at each balance sheet
date, based on guidance issued in SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." Among other factors considered in such
evaluation is the historical and projected operating performance of business
operations, the operating environment and business strategy, competitive
information and market trends. During the year ended December 31, 2001 the
Company recorded a loss from goodwill impairment relating to its Digi eSolutions
subsidiary, which has been included in amortization expense. For the year ended
December 31, 2002 and 2001, amortization expense amounted to $0 and $164,062

INVENTORIES

Inventories, consisting of displays and display accessories, are stated at the
lower of cost or market utilizing the first-in, first-out method.

ADVERTISING COSTS

Advertising costs are expensed as incurred. Total advertising costs charged to
operations for the years ended December 31, 2002 and 2001 amounted to $463,343
and $0, respectively.

                                       F-8
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
incurred net losses since inception of $5,541,119 has cash used in operations of
$458,584 in 2002, has a working capital deficiency of $1,437,141 at December 31,
2002, is in default on notes payable, and has unpaid payroll taxes. The ability
of the Company to continue as a going concern is dependent on achieving
profitable operations and obtaining additional equity and/or debt financing.
Management's plans include finding additional revenue sources and the seeking of
merger candidates. The Company also needs financing to complete its plans and
will pursue obtaining funding through private placements of debt or equity
offerings. There can be no assurance that the Company's efforts will be
successful. The consolidated financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation and
amortization. The Company provides for depreciation on a straight-line basis
over the estimated useful lives of equipment, furniture and fixtures, and rental
displays of 5 to 7 years. Leasehold costs are being amortized on a straight-line
basis over a ten-year period, the lease term.

When assets are retired or otherwise disposed of, the costs and accumulated
depreciation are removed from the respective accounts and any related gain or
loss is recognized. Maintenance and repair costs are charged to expense as
incurred, and renewals and improvements that extend the useful lives of assets
are capitalized.

CONCENTRATION OF RISK

Credit losses, if any, have been provided for in the financial statements and
are based on management's expectations. The Company's accounts receivable are
subject to potential concentrations of credit risk. The Company does not believe
that it is subject to any unusual or significant risks, in the normal course of
business.

INCOME TAXES

The Company utilizes the asset and liability method of accounting for deferred
income taxes. Under this method, deferred tax assets and liabilities are
established based on the differences between financial statement and income tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. The Company provides a
valuation allowance against deferred tax assets if, based on the weight of
available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.

LOSS PER COMMON SHARE

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

                                       F-9
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company has chosen to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related Interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the estimated fair value of the Company's stock at the date of the grant
over the amount an employee must pay to acquire the stock. The Company has
adopted the "disclosure only" alternative described in SFAS 123 and SFAS 148,
which require pro forma disclosures of net income and earnings per share as if
the fair value method of accounting had been applied.

RECENT PRONOUNCEMENTS

Statement No. 141 "Business Combinations" ("SFAS 141") requires the use of the
purchase method of accounting and prohibits the use of the pooling-of-interest
method of accounting for business combinations initiated after June 30, 2001. It
also requires that the Company recognize acquired intangible assets apart from
goodwill. The implementation of SFAS 141 on October 1, 2002 did not have a
material effect on the Company's financial position, results of operations or
liquidity.

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

Statement No. 143, "Accounting for Asset Retirement Obligations," ("SFAS 143")
requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. When the liability
is initially recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. The standard is effective for fiscal years beginning after June
15, 2002. The adoption of SFAS 143 on October 1, 2002 did not have a material
effect on the Company's consolidated results of operations or liquidity.

                                      F-10
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
of FASB Statement No. 13, and Technical Corrections" ("SFAS 145") updates,
clarifies, and simplifies existing accounting pronouncements. Statement No. 145
rescinds Statement 4, which required all gains and losses from extinguishment of
debt to be aggregated and, if material, classified as an extraordinary item, net
of related income tax effect. As a result, the criteria in Opinion 30 will now
be used to classify those gains and losses. Statement 64 amended Statement 4,
and is no longer necessary because Statement 4 has been rescinded. Statement 44
was issued to establish accounting requirements for the effects of transition to
the provisions of the motor Carrier Act of 1980. Because the transition has been
completed, Statement 44 is no longer necessary. Statement 145 amends Statement
13 to require that certain lease modifications that have economic effects
similar to sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. This amendment is consistent with FASB's goal
requiring similar accounting treatment for transactions that have similar
economic effects. This statement is effective for fiscal years beginning after
May 15, 2002. The adoption of SFAS 145 on October 1, 2002 did not have a
material impact on the Company's consolidated financial position, results of
operations or liquidity.

Statement No. 146, "Accounting for Exit or Disposal Activities" ("SFAS 146")
addresses the recognition, measurement, and reporting of cost that are
associated with exit and disposal activities that are currently accounted for
pursuant to the guidelines set forth in EITF 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to exit an Activity
(including Certain Cost Incurred in a Restructuring)," cost related to
terminating a contract that is not a capital lease and one-time benefit
arrangements received by employees who are involuntarily terminated - nullifying
the guidance under EITF 94-3. Under SFAS 146, the cost associated with an exit
or disposal activity is recognized in the periods in which it is incurred rather
than at the date the Company committed to the exit plan. This statement is
effective for exit or disposal activities initiated after December 31, 2002 with
earlier application encouraged. The adoption of SFAS 146 is not expected to have
a material impact on the Company's consolidated financial position, results of
operations or liquidity.

                                      F-11
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure.
Statement 148 provides alternative methods of transition to Statement 123's fair
value method of accounting for stock-based employee compensation. It also amends
the disclosure provisions of Statement 123 and APB Opinion No. 28, Interim
Financial Reporting, to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. Statement 148's amendment of the
transition and annual disclosure requirements of Statement's 123 are effective
for fiscal years ending after December 15, 2002. Statement 148's amendment of
the disclosure requirements of Opinion 28 is effective for interim periods
beginning after December 15, 2002.

NOTE 2 - PROPERTY AND EQUIPMENT

At December 31, 2002, property and equipment and related accumulated
depreciation consisted of the following:

Furniture and fixtures .......  $  14,795
Machinery and Equipment ......    504,038
Displays .....................     77,679
Leasehold Improvements .......     27,153
                                ---------
                                  623,665
Less: Accumulated depreciation   (151,609)
                                ---------

Total ........................  $ 472,056
                                =========

For the years ended December 31, 2002 and 2001, depreciation expense amounted to
$90,410 and $29,109, respectively.

NOTE 3 - MARKETABLE EQUITY SECURITIES

Marketable equity securities are classified into one of three categories:
trading, available-for-sale, or held-to-maturity. Trading securities are
acquired and held principally for the purpose of selling them in the near term.
Held-to-maturity securities are those securities that the Company has the
ability and intent to hold to maturity. All other securities not included in the
trading and held-to-maturity categories are available-for-sale securities.
Management determines the appropriate classifications of marketable equity
securities at the time they are acquired and evaluates the continuing
appropriateness of the classification at each balance sheet date. At December
31, 2002, the Company held only available-for-sale securities, which are
reported at fair value with unrealized gains and losses excluded from earnings
and reported as a separate component of stockholders' deficit. As of December
31, 2002, the Company recorded an unrealized loss on marketable equity
securities of $22,000.

                                      F-12
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - NOTES PAYABLE

The Company has a note payable to an unaffiliated third party. The note is
non-interest bearing, non-collateralized, and was due on April 1, 2000. As of
December 31, 2001, the note payable to this third party amounted to $50,000. In
connection with the note payable, the Company issued 50,000 restricted common
shares in 1999. Since the note was not repaid on April 1, 2000, a penalty of
50,000 shares per month was paid to the third party. During fiscal year 2000,
the Company issued 300,000 shares of common stock in accordance with this note
agreement. These shares were valued at fair value ranging from $.40 to $.50 per
share. As of April 1, 2003, the note had not been repaid. Interest has been
imputed on this note at 10% per annum.

On September 7, 2000, the Company signed a convertible debenture and borrowed
$50,000 from a third party. Interest has been imputed at 12% per annum. The
entire outstanding debt plus interest was due and payable on March 7, 2001. The
aggregate debt is convertible, upon default, at the option of the lender, into
shares of the Company's common stock at a conversion price of $1.00 per share.
As of April 1, 2003, this note had not been repaid.

On November 28, 2000, the Company signed a note payable with a bank. The note
amounting to $75,174 at December 31, 2002 is payable in 60 monthly installments
of $1,742 including interest at prime plus 3.28% per annum (7.53% on December
31, 2002). The note is payable on or before January 16, 2005. Certain equipment
collateralizes the note. Currently, the Company is in default on this note.
Additionally, the Company has a line a credit with the same bank in the amount
of $25,000. The line of credit bears interest at prime plus 2% and is payable on
demand. As of December 31, 2002, the line of credit balance was $19,773.

The Company has a note payable to an individual. This note bears interest at
prime plus 2% (6.25% at December 31, 2002) is non-collateralized, and is payable
on demand. As of December 31, 2002, note payable to this individual amounted to
$18,250.

On August 8, 2000, the Company converted a vendor's accounts payable balance
amounting to $232,988 to a note payable. The note bears interest at 12% per
annum was payable in full on February 15, 2001. The Company is currently in
default on this note.

On November 7, 2001, the Company signed a loan agreement with a third party,
whereby the Company can borrow up to $300,000. In July 2002, this line of credit
was increased to $500,000. The outstanding balance of $390,225 at December 31,
2002 is convertible, at default, or at the option of the lender into the
Company's common shares at a conversion price of $.02 per common share or an
aggregate of approximately 20,591,000 common shares at December 31, 2002. The
loan bears interest at an annual rate of 12% and is payable on demand. The
beneficial conversion feature present in the issuance of the notes payable as
determined on the date funds were received under the loan agreement totaled
$543,205 for the year ended December 31, 2002 and was recorded as interest
expense and additional paid-in capital.

On May 23, 2002, relating to the acquisition of SMS (See Note 5), the Company
assumed a $50,000 note payable due in four equal monthly installments. The
balance of this note as of December 31, 2002 is $10,000 and the note has been
fully satisfied during January 2003.

                                      F-13
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - ACQUISITIONS

On May 15 2000, the Company acquired 100% of the outstanding stock of Peerless
Solutions, Inc. (Peerless) in exchange for 350,000 shares of Company stock with
a fair value of $175,000. As part of the acquisition, Peerless changed its name
to DIGI eSolutions, Inc. (eSolutions). In addition to these shares, the Peerless
shareholders are entitled to receive from the Company no later than June 30,
2003, their proportionate share of contingent shares of common stock of the
Company. Said shares bear a restrictive Rule 144 legend according to the
Securities Act of 1933. The number of contingent shares is determined by
dividing the Contingent Sum by the Stipulated Value. The Contingent Sum is equal
to Five (5) times the average annual net earnings of eSolutions determined for
each of the following thirteen (13) and twelve (12) month periods beginning on
May 1, 2000 and ending on May 31, 2003. Peerless provides businesses with a wide
range of e-commerce services including development of business to business
applications and state of the art web technology. The Company accounted for this
acquisition using the purchase method of accounting. The purchase price exceeded
the fair value of net liabilities assumed by $175,000. As of May 15, 2000,
eSolutions did not have assets, liabilities or operations. The excess was
applied to goodwill and was being amortized on a straight-line basis over 10
years. As of December 31, 2001, the Company determined that the carrying value
of its goodwill was impaired since eSolutions had an accumulated deficit of
approximately $200,000 and future positive cash flows could not be estimated.
Accordingly, the Company wrote off all remaining goodwill of $146,562 to
amortization expense.

On August 24, 2000, the Company acquired 100% of ePublishing, Inc. in exchange
for 300,000 shares of common stock with a fair value of $120,000. ePublishing
was a concept company that was to provide a service acknowledging professionals
in assorted categories through Who'sWhoDigest.com. The Company accounted for
this acquisition using the purchase method of accounting. As of August 24, 2000,
ePublishing did not have assets or liabilities. The purchase price was applied
to goodwill and was being amortized on a straight-line basis over 10 years. In
December 31, 2001, the Company abandoned its plans for this company.
Accordingly, as of December 31, 2001, the Company wrote off all goodwill
associated with this acquisition amounting to $120,000.

On March 1, 2002, the Company acquired 100% of the outstanding common stock of
Hi Tech Expos, Ltd. d/b/a Twenty First Century Promotions, an Arizona
corporation ("Hi Tech"), in exchange for 4,941,175 shares of the Company's
common stock. Hi Tech is a trade show marketing and management firm located in
Scottsdale, Arizona. The number of shares issued may be increased in the event
the Company acquires a specific additional corporation identified in the
agreement. The Company has not entered into a definitive agreement with the
additional corporation and it is not known at this time whether the additional
corporation will be acquired. The Company accounted for this acquisition using
the purchase method of accounting. The purchase price of $252,000 exceeded the
fair value of net liabilities assumed by $581,635. The excess has been applied
to goodwill.

On May 23, 2002, the Company acquired certain assets and liabilities of Silver
Star Management, Inc., a Florida corporation ("SSM") in exchange for 7,000,000
shares of the Company's common stock and a note payable of $50,000. SSM is an
automobile engineering and small parts manufacturing company. The Company
accounted for this acquisition using the purchase method of accounting. The
purchase price was $575,000, exceeding the fair value of the net assets acquired
by $125,000. The excess has been applied to goodwill.

                                      F-14
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - ACQUISITIONS (CONTINUED)

The following unaudited pro forma consolidated results of operations have been
prepared as if the acquisitions had occurred at the beginning of the following
periods:
                                               Year Ended        Year Ended
                                              December 31,      December 31,
                                                  2002              2001
                                              ------------      ------------
Net Revenues ................................  $ 1,342,689       $   720,000
Net Loss ....................................  $(1,229,944)      $(1,384,000)
Net Loss per Share from continuing operations  $      (.03)        $    (.12)

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

NOTE 6 - INCOME TAXES

Current income taxes are computed at statutory rates on pretax income. Deferred
taxes would be recorded based on differences in financial statements and taxable
income. At December 31, 2002, the Company had elected to carry forward net
operating losses for federal and state income tax purposes of approximately
$3,400,000 that are available to reduce future taxable income through 2023. As
utilization of such operating losses for tax purposes is not assured, the
deferred tax asset has been fully reserved through the recording of a 100%
valuation allowance. These operating losses may be limited to the extent an
"ownership change" occurs.

The provision (benefit) for income taxes differs from the amounts computed by
applying the statutory federal income tax rate to income (loss) before provision
for income taxes is as follows:

                                                          2002           2001
                                                       ---------      ---------
Tax benefit computed at statutory rates ..........     $(418,000)     $(118,000)
Issuance of common stock for services ............        23,000              -
Income tax benefit not utilized ..................       395,000        118,000
                                                       ---------      ---------
Net income tax benefit ...........................     $       -      $       -
                                                       =========      =========

The components of the deferred tax asset as of December 31, 2002 are as follows:

                                                           2002
                                                       -----------
Deferred Tax Asset:
  Net Operating Loss Carryforward ................     $ 1,212,000

  Less: Valuation Allowance ......................      (1,212,000)
                                                       -----------

Net Deferred Tax .................................     $         -
                                                       ===========

                                      F-15
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - RELATED PARTY TRANSACTIONS

DUE FROM RELATED PARTIES

The Company advanced funds to a company affiliated through common officers and a
former officer of the Company. The advances are non-interest bearing and are
payable on demand. At December 31, 2002, advances to these officers amounted to
$9,847.

DUE TO RELATED PARTIES

Certain officers of the Company advanced the Company funds for operations. At
December 31, 2002, the Company owed these related parties $160,586. These
amounts are non-interest bearing, non-collateralized, and are payable on demand.

NOTE 8 - STOCKHOLDERS' DEFICIT

PREFERRED STOCK

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

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

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

The beneficial conversion feature present in the issuance of the Series A Stock
as determined on the date of issuance of the Series A Stock totaled $47,215 and
is treated as a reduction in earnings available (increase in loss attributable)
to common stockholders over the period from the date of issuance of the Series A
Stock to the earliest date such shares may be converted. Holders of Series A
Stock are not entitled to receive dividends. Additionally, Series A Stock has no
voting power.

COMMON STOCK

The Company has reserved 310,650 shares of common stock in the name of a vendor
as collateral for accounts payable and a note payable balance amounting to
approximately $300,000 as of December 31, 2002.

During fiscal 2001, the Company issued 1,600,000 shares of restricted common
stock for proceeds of $49,000.

During fiscal 2001, the Company issued 1,653,170 shares of common stock in
exchange for professional services rendered. These shares were valued at a fair
market value amount ranging from $.04 to $.20 per share, for an aggregate of
$152,452 and were charged to operations.

                                      F-16
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - STOCKHOLDERS' DEFICIT (CONTINUED)

During June 2001, the Company issued 325,000 shares of common stock for debt
amounting to $13,000. The shares were valued at $.04 per share.

During December 2001, the Company agreed to issue 7,952,900 restricted shares of
its common stock in full satisfaction of accrued salaries and debt amounting to
$318,116. These shares were valued at $.04 per share, the fair values.

During the year ended December 31, 2001 and in connection with the termination
of certain employment agreements with certain Company officers and former
officers, the Company agreed to issued 3,500,000 shares of common stock. These
shares were valued at a fair market value of $.04 per share, for an aggregate of
$140,000 and charged to operations.

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

During January through June 2002, the Company borrowed additional funds under a
loan agreement amounting to $77,987. In March 2002, the lender converted loans
aggregating $125,201 into 6,260,095 of common stock.

During February 2002, the Company issued 400,000 shares of common stock in
exchange for debt of $24,000.

In May 2002, the Company issued 11,452,900 shares of common stock previously
issuable.

On May 23, 2002, the Company acquired certain assets and liabilities of SSM, in
connection with this acquisition 7,000,000 shares of the Company's common stock
were to be issued as part of the purchase price. At December 31, 2002, these
shares have not been issued and are included in common stock issuable.

In July 2002, a lender converted loans aggregating $50,000 into 2,500,000 shares
of common stock.

On September 30, 2002, the Company issued 6,838,153 shares of common stock for
debt of $340,234. As of December 31, 2002, 3,505,820 of these shares have not
been issued and are included in common stock issuable at December 31, 2002.

In November 2002, a lender converted loans aggregating $24,004 into 1,200,180
shares of common stock.

On December 17, 2002 the Company issued 950,000 shares of its restricted common
stock to four employees for services rendered. The Company valued these shares
at the fair market value on the date of issuance or $66,500 ($0.07 per share);
the Company has recorded such amount as compensation.

                                      F-17
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 -  STOCKHOLDERS' DEFICIT (CONTINUED)

STOCK OPTIONS

On August 31, 2001 in connection with employment agreements, the Company granted
options to purchase an aggregate of 1,000,000 shares of common stock to two
officers of the Company. The options are exercisable at a per share price of
$.001 (par value), which was below the fair market value of the common stock at
the grant date. An expense of $49,000 was recognized immediately based on the
intrinsic value method under APB 25.

The Company utilizes the Black-Scholes option-pricing model to calculate the
fair value of each individual issuance of options with the following assumptions
used for grants during the year ended December 31, 2002 and 2001. The per-share
weighted average fair value of stock options granted during 2002 and 2001 was
$0.001 and $0.001, respectively, on the date of grant using the Black-Scholes
pricing model and the following assumptions:

                                              Years Ended December 31,
                                               2002              2001
                                              ------            ------
     Expected dividend yield                      0%               0%
     Risk-free interest rate                   4.03%            5.00%
     Annualized volatility                      168%             150%
     Expected life, in years                      5                5

Stock option activity for the years ended December 31, 2001 and 2002 is
summarized as follows:
                                                   Number of    Weighted average
                                                    shares       exercise price
                                                   ---------    ----------------
Outstanding at December 31, 2000 ................  1,800,000         $ 0.80
    Granted .....................................  1,000,000           0.001
    Exercised ...................................          -            -
    Canceled ....................................          -            -
                                                   ---------         -------

Outstanding at December 31, 2001 ................  2,800,000           0.80
    Granted .....................................  1,500,000           0.001
    Exercised ...................................          -            -
    Canceled ....................................          -            -
                                                   ---------         -------

Outstanding at December 31, 2002 ................  4,300,000         $ 0.68
                                                   =========         =======

The following table summarizes the Company's stock options outstanding at
December 31, 2002:
                          Options outstanding             Options exercisable
                   ----------------------------------    ----------------------
                                Weighted     Weighted                 Weighted
                                 average     average                  average
    Range of                    remaining    exercise                 exercise
 exercise price      Number       life        price       Number       price
 --------------    ---------    ---------    --------    ---------    --------
   $    0.001      2,500,000      9.00        $0.001     2,500,000    $  0.001
        0.80       1,800,000      6.50         0.800     1,800,000       0.80
                   ---------      ----                   ---------
                   4,300,000                             4,300,000
                   =========                             =========

                                      F-18
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 -  STOCKHOLDERS' DEFICIT (CONTINUED)

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company has chosen to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related Interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the estimated fair value of the Company's stock at the date of the grant
over the amount an employee must pay to acquire the stock. The Company has
adopted the "disclosure only" alternative described in SFAS 123 and SFAS 148,
which require pro forma disclosures of net income and earnings per share as if
the fair value method of accounting had been applied.

The following table presents pro forma net loss and per share amounts as if the
fair value method had been applied to employee stock options granted:

                                                    Years Ended December 31,
                                                     2002              2001
                                                 -------------    -------------
Net loss:
 As reported .................................   $  (1,205,749)   $  (1,283,650)
 Pro forma ...................................      (1,312,249)      (1,283,650)
Basic and Diluted loss per common share:
   As reported ...............................   $       (0.03)   $       (0.11)
   Pro forma .................................           (0.03)           (0.11)

NOTE 9 - SEGMENT INFORMATION

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

<TABLE>
<CAPTION>
                                        For the Year Ended December 31, 2002
                  -------------------------------------------------------------------------------
                   Trade Show                                       Automobile and
                  Displays and      E-Commerce                        Small Part      Consolidated
                    Graphics         Solutions       Trade Show      Manufacturing       Total
                  -----------       -----------      -----------    --------------    -----------
<S>               <C>               <C>              <C>               <C>            <C>
Net Revenues      $   478,548       $   271,975      $   592,166       $       -      $ 1,342,689
                  ===========       ===========      ===========       =========      ===========
Net (Loss)
Income......      $(1,061,399)      $    95,493      $   (48,321)      $(191,522)     $(1,205,749)
                  ===========       ===========      ===========       =========      ===========
Total Assets      $   137,295       $    54,338      $   598,459       $ 539,393      $ 1,329,485
                  ===========       ===========      ===========       =========      ===========


                                        For the Year Ended December 31, 2001
                  -------------------------------------------------------------------------------
                   Trade Show                                       Automobile and
                  Displays and      E-Commerce                        Small Part      Consolidated
                    Graphics         Solutions       Trade Show      Manufacturing       Total
                  -----------       -----------      -----------    --------------    -----------
Net Revenues      $   281,739       $   136,221         $ -               $ -         $   417,960
                  ===========       ===========      ===========       =========      ===========
Net Loss ...      $(1,116,259)      $  (163,446)        $ -               $ -         $(1,279,705)
                  ===========       ===========      ===========       =========      ===========
</TABLE>
                                      F-19
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10 - COMMITMENTS AND CONTINGENCIES

COMMITMENTS:

EMPLOYMENT AGREEMENTS

During February 1998, the Company entered into five (5) year employment
agreements with two officers and an employee of the Company. The agreements
provide for (i) an annual base salary of $120,000, plus a discretionary expense
account equal to 10% of the base pay and (ii) a bonus equal to 2.5% of the
Company's gross receipts for each year of the agreement, to a maximum of 10% of
the gross profits. Additionally, these officers were granted options to acquire
300,000 shares of common stock of the Company per calendar year in each year of
employment at an exercise price of $.80 per share. In October 2000, the employee
of the Company terminated his employment. Accordingly, the Company cancelled the
employee's employment agreement and cancelled all options related to this
employee. In August 2001, the remaining employment agreements and options in
place were cancelled for the issuance of 3,500,000 shares of common stock. On
August 31, 2001, the Company entered into three new employment agreements with
certain officers and an employee. The employment agreements are for one year
commencing August 31, 2001 to August 2002. The agreements are automatically
extended at the end of its term for an additional one-year period unless
terminated. The agreements provide for (i) an annual base salary of $48,000, and
(ii) bonuses ranging from 20% to 30% of the Company's net profits, subject to
limitations as defined.

UNPAID PAYROLL TAXES

As of December 31, 2002, the Company has not paid payroll taxes to the Internal
Revenue Service. In event of non-payment, the IRS has the right to file a notice
of Federal tax lien. As of December 31, 2002, the Company has accrued $123,645
related to these liabilities.

OPERATING LEASE

The Company leases office space in Fort Lauderdale, Florida pursuant to
operating leases, which are currently on a month to month basis. The leases
generally provide for fixed monthly rental payments aggregating approximately
$3,275 plus sales tax through December 31, 2002. The Company has the option of
renewing these leases for an additional year. Currently, the Company is leasing
this space on a monthly basis.

In August 2002 the Company's FMC subsidiary entered into a two year lease for
its manufacturing facility. Monthly payments under this lease are approximately
$3,000.

In December 2002, the Company entered into a lease for living quarters for an
executive of its FMC subsidiary. The term of this lease is for one-year with
monthly lease payments of $1,075.

                                      F-20
<PAGE>
                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

For the years ended December 31, 2002 and 2001, rent expense amounted to
$119,112 and $61,015, respectively. At December 31, 2002, the future minimum
annual rental payments under the non-cancelable operating leases are as follows:

     Year
     2003 .......................   $     48,900
                                    ============
     2004 .......................   $     38,064
                                    ============

Contingencies:

On July 9, 2002, a suit was filed against the Company, its Digi eSolutions,
Inc., Subsidiary and the officers of this subsidiary, in the State of New
Jersey, alleging that the defendants had breached a contract involving the
development of a website for the plaintiff. The plaintiff is suing for the cost
of the website as well as the cost of its attorneys and punitive costs. The
Company intends to defend this action vigorously and no estimate of the amount
of any loss can be made.

NOTE 11 - SUBSEQUENT EVENTS

During January 2003, the Company issued 5,000,000 shares in connection with the
acquisition of Whaddayawant, Inc. ("Whaddayawant"). This issuance was completed
with the approval of the Company's board of directors. The acquisition has not
yet been finalized; however, the Company anticipates completing this transaction
in the near-term future.

On February 10, 2003, a lender of the Company converted a portion of its
outstanding debt into 173,000 shares of the Company's common stock.

On February 10, 2003, the Company issued 15,000 shares of its Series A preferred
stock for the conversion of debt.

On February 13, 2003, 3,505,820 shares of the Company's restricted common stock
previously listed as issuable were issued.

                                      F-21