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

                                   FORM 1O-KSB/A

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

                  For the Fiscal Year Ended: December 31, 2003

                          Commission File No. 000-26446

                           GREENTECH USA, INC.
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)

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

                           6500 NW 15TH AVE. SUITE 300
                            Fort Lauderdale, FL 33009
               --------------------------------------------------
               (Address of principal executive offices) (zip code)

                      Issuer's Telephone No. (954) 545-8181
                                             --------------

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

           Title of each class      Name of each exchange on which
                                            Registered

                  None                         N/A
       -----------------------      ------------------------------

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

                          Common Stock, $.001 par value
       ---------------------------------------------------------
                              (Title of each class)

     Check whether the Registrant (1) has filed all reports required to be filed
by  Section 13 or 15(d) of the  Exchange  Act 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, 2003 $2,199,644.

     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, 2004  was $ 4,783,870.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date:  8,729,316 shares of common
stock, as of April 15, 2004.

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

Transitional Small Business Disclosure Format:  No

<PAGE>

                                     PART I

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

BACKGROUND

     Greentech USA, Inc. (formerly 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. During the 2003 the Company reversed this acquisition.

     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.

     In October 2003, the Company changed its name to Greentech USA, Inc.
<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.

Greentech'S SHOW DISPLAYS AND GRAPHICS

     Greentech'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.

     Greentech  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.

Greentech 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 Greentech '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
Greentech'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.

     The  Company  has  sold  its  assets  during  2003 and for as such is a non
operating subsidiary as of December 31, 2003.

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

     Greentech 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  Greentech.
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  avenues
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.


EMPLOYEES

     Greentech 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 6500 NW
15th Avenue,  Suite 300, Fort Lauderdale,  Florida 33309. 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 Greentech'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 GTEI.
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, 2003                0.12              0.04
         June 30, 2003                 0.35              0.05
         September 30, 2003            0.18              0.05
         December 31, 2003             3.00              0.25

         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

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, 2004 there were  approximately  300  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
three  fiscal  years  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.

     During the year ended December 31, 2003, the Company issued 15,000 Series A
Preferred stock in exchange for the cancellation of $ 1,500 of debt. The Company
converted  204,250 of shares for 3,485,663 shares of common stock having a value
of $ 20,425 or $ .006 per share on the conversion.  The Company cancelled 37,000
shares of the Company's issued Preferred stock.

     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. The
Company divested itself of this Company in November 2003.

     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.

     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.

     In May 2003, the Company issued 1,500,000 shares of restricted common stock
to three of its executives in conjunction with their employment agreements.  The
Company recorded as an expense $ 150,000 in relation to the stock issued

     During the period ended September 30, 2003 a total of 33,549,725  shares of
common stock were issued to settle debt amounting to $ 670,991 of the Company.

     During 2003 the Company issued a total of 5,000,000  shares to shareholders
of WIE to complete the acquisition of the Company.

     During 2003 the Company  converted 204,250 of its Series A Preferred shares
into 3,485,663 common shares.

     The Company issued  7,000,000 shares of common stock in 2003 to satisfy its
purchase of the assets and liabilities of Silver Star Management, Inc. in 2002.

     In October 2003 the Company issued 28,099,900 to convert $ 561,995 in notes
payable.

     In October  2003 the company  reverse  split the stock 1 share for every 25
owned at that time by the shareholders of record.

     In October 2003 the Company  issued  717,833  shares of  restricted  common
shares in connection with the purchase of Perceptre LLC.


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 the
Company  changed its name to Greentech  USA, Inc. in October 2003 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, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002.

REVENUES

     Net sales for the year ended December 31, 2003 were  $2,199,644 as compared
to net sales of $1,342,689 for the year ended December 31, 2002. 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
            ------------  ----------  ----------  -------------   ------------

2003
Net Revenues $1,790,732    $ 227,213     $ 167,394      $ 14,305     $ 2,199,644
             ==========    =========      ========       =======      ==========

2002
Net Revenues    $478,548     $271,975    $592,166      $   -         $1,342,689
              ============  ==========  ==========  =============   ============

     For the year ended December 31, 2003, we increased  revenues from our trade
show displays and graphics business to $1,790,732 from net revenues of $ 478,548
for the year ended  December 31, 2002, an increase of $ 1,312,184.  The increase
was attributable to our increased marketing efforts.

COST OF SALES

     Cost of sales for the year ended December 31, 2003 was $1,318,707 or 60% of
sales  compared with a cost of $233,763 or 17% of our revenues.  The increase in
cost of sales relates to the percentage of sales of display units and the markup
the  Company can obtain  which  distorts  the cost of sales of the  consolidated
entity.




OPERATING EXPENSES

     Advertising and promotion  related  primarily to our trade show segment and
amounted  to $ 229,995  for the year  ended  December  31,  2003  compared  with
$463,343 for the year ended  December 31, 2002.  The  reduction is mainly due to
reversal of the High Tech Expos division during 2003.

     Consulting fees totaled $ 500,251 for 2003 as compared with $69,672 for the
year ended  December  31,  2002 During the year ended  December  30,  2003,  the
company used independent contractors for which $318,656 was paid and the balance
of $181,595 represented payments for other consulting fees of which $153,000 was
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 $31,998 for 2003 as
compared to $161,331 for the year ended December 31, 2002.

                             12
<PAGE>

     Depreciation  and  amortization  expense  was  $29,665  for the year  ended
December 31, 2003 and $90,410 for the year ended December 31, 2002.

     Professional  fees were $ 43,765 for the year ended  December  31,  2003 as
compared to $54,183 for the year ended December 31, 2002

     Rent and occupancy costs for the year ended December 31, 2003 were $176,504
as compared to $ 119,112 for the year ended  December 31, 2002.  The increase of
$58,097 was due to additional office rent and rentals of facilities  hosting our
21st Century trade show productions.

     Salaries and benefits  were $ 414,052 for the year ended  December 31, 2003
as compared to $139,309 for the year ended  December  30, 2002.  The increase is
attributed to the hiring of more people to handle the increased sales of display
units.

     Selling,  general  and  administrative  expenses,  which  include  ,  auto,
telephone and other  expenses were $294,405 for the year ended December 31, 2003
as compared to $565,390 for the year ended  December  31, 2002.  The decrease is
directly  attributable to our reversal of the acquisition of Hi Tech Expos, Ltd.
and cost cutting measures taken on by the Company over the year.


OTHER EXPENSES

     Interest  expense  was  $321,490  for the year ended  December  31, 2003 as
compared to $651,325 for the year ended  December 31, 2002.  The decrease is due
to  the  settlement  and  conversion  of  certain  of the  debt  for  stock  and
recalculation of certain of the interest rates set up in prior years.

     As result of the sale of the Florida  Motor  assets and the reversal of the
Hi Tech Expos acquisition the Company wrote down goodwill by $325,000,  recorded
a loss  of  $27,372  in sale of  assets  and  recorded  a loss on  certain  debt
obligation totaling $ 50,636.

     As a result of the foregoing factors,  we incurred net losses of $1,589,300
or a net loss of ($.68)  per  share  for the year  ended  December  31,  2003 as
compared to a net loss of $1,205,749 or a net loss ($.03) per share for the year
ended  December  31,  2002.  The net loss per share in 2003  reflects a 25 for 1
stock split so that the net loss per share on a comparative basis would be

LIQUIDITY AND CAPITAL RESOURCES

     Since our inception, we have incurred losses of $7,133,573.  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 $ 2,000,000 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, 2003, our operating cash requirement was
$ 1,775,818 was mainly  attributable to the net loss of $ 1,589,300 mitigated by
non-cash  charges  for  depreciation  of $29,065,  beneficial  interest on notes
payable and Series A Preferred  stock of $181,647,  compensation  related to the
issuance of common stock for services  rendered of $153,000,  and other non cash
items totaling $403,008.

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.


                                       15
<PAGE>


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  $1,775,818  at  December  31,  2003 and
continue 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, 2003 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
o        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
         ---------------------------------------------------------------

     Sherb & Co. P.A.  were  replaced  by Atkins & Russell  CPA's on December 1,
2003 Their report on our financial  statements  for the year ended  December 31,
2002 did not contain any  qualifications  or adverse  opinion or  disclaimer  of
opinion,  nor was it  qualified  or modified as to  uncertainty,  audit scope or
accounting  principles  other than the  uncertainty  related  to our  ability to
continue as a going concern through December 31, 2002.

ITEM 8A. 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.

                                    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
Greentech 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

Ron Lifton                     39          Chief Operating Officer
<PAGE>


     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.

     Ronald  Lifton an executive  with  high-volume  experience in the analysis,
development  and  negotiation  of  business   ventures  within  the  New  Media,
e-Commerce,  credit  and  debit  card  and  telecommunications   industries.  As
President of Lex-Net One  Communications,  Inc, and Lex-Net One  Communications,
Inc, Cornerpost  Division,  he built a backroom support system to interface with
billing,  customer service and accounting systems. Mr. Lifton was one of the key
developers of the Cornerpost product an e-Commerce solution for small and medium
sized  businesses.  As the President and CEO of International  Monetary Exchange
System,  he is a leading provider of new universal "Stored Value" and "Pre-Paid"
payment solutions. These solutions use an exciting and newly emerging technology
that is poised to revolutionize the card-based payment industry He was a founder
and  Executive  Vice  President/Chief  Operating  Officer  of  Wireless  Network
Services,  Inc.  (American  Roaming Network),  a wholly-owned  subsidiary of TRI
Holdings, Inc., providing denied cellular roaming calls to the cellular industry
and the founder and Executive Vice President/Chief Operating Officer of National
Communications  Network,  Inc. a provider of  automated  and  operator  assisted
telephone calls to the hospitality  industry with services  throughout the U.S.,
Mexico, Canada, the Caribbean and the Bahamas. He currently sits on the Board of
Directors  of  several  companies  as well as  sitting on the board of civic and
religious  institutions in South Florida. Ron received a degree in Environmental
Design and Urban Planning from the University of Buffalo.


<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,
 President             2001    $  96,000     -0-      96,000       800,000
                       2002    $  48,000     -0-      48,000       500,000
                       2003    $  50,000     -0-      50,000       500,000

 Alfred Tracy III      2001    $ 116,000     -0-     116,000       500,000
 Secretary             2002    $  20,000     -0-      20,000       500,000
                       2003    $       0     -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
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.

     In  December  2003,  Mr.  Breton  decided to take stock for the  balance of
$193,492  in wages  owing to him and as such is to  receive  a total of  967,460
common shares.

STOCK OPTIONS

<TABLE>
<CAPTION>
                               OPTION/SAR GRANTS OF PREVIOUS YEARS
 ------------------------------------------------------------------
 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
(a)                 (b)            (c)           (d)           (e)
 ------------------------------------------------------------------------
<S>              <C>               <C>           <C>         <C>
 Gary Morgan       36,000         100%          20.00         2005/2010
 ------------------------------------------------------------------------
 Roland Breton     36,000         100%          20.00        2005/2010
-------------------------------------------------------------------------
 Alfred Tracy      36,000         100%          20.00        2005/2010
</TABLE>

                    5%($)   10%($)  Value $
                    (f)     (g)      (h)
------------------------------------------
Gary Morgan         N/A      N/A     N/A
------------------------------------------
Roland Breton       N/A      N/A     N/A
------------------------------------------

     Mr.  Breton and Mr.  Morgan were  granted  options to purchase an aggregate
amount  of  1,500,000  shares of  Greentech'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. These options have been reverse split 25 to 1
as of April 2003.


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,  2003,  of each  person  named in the  summary  compensation  table  and the
unexercised options held as of the end of the 2003 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,              N/A       N/A           900,000/0               N/A
 ------------------------------------------------------------------------------
 Roland Breton, President  N/A       N/A       1,400,000/500,000           N/A
 ------------------------------------------------------------------------------
 Alfred Tracy III Sec.     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,  2004,  with
respect  to the  beneficial  ownership  of shares  of  common  stock by (i) each
officer and  director,  (ii) each person or entity  known by Greentech 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
Greentech USA, Inc., 6500 NW 5th Avenue,  Fort Lauderdale,  Florida 33309. There
were 8,729,316  shares of Greentech's  common stock issued and outstanding as of
April 15, 2004.

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

 Roland L. Breton ..............   1,742,811                19.97%
 Mark Graham ...................   1,750,000                20.00%
 Ron Lifton       ..............     500,000                 5.70%
 Focos Investments                   462,752                 5.30%
 Lewco Corp.                         548,173                 6.30%

                                  ==========                ======
 All Officers and Directors
 as a Group (3 persons)            3,992,811                45.74%

                                       23
<PAGE>


     Roland Breton is CEO/President and director. His ownership includes is 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 36,000 shares of common
stock exercisable at a purchase price of $.20.00 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.  Additionally  his ownnership does not include the options on
500,000 shares that became available in September 2003.

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

     Certain related  officers and/or related  companies of the Company advanced
the Company funds for  operations.  At December 31, 2003, the Company owed these
related   parties   $16,538.    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.**

          21 .      Subsidiaries.*

          23.1      Consent of Independent Accountants

          31 & 32   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

          April 25, 2003    -Change in Independent Accountants
          December 1, 2003  -Change in Independent Accountants filed
                              January 2004


                                   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.

                                        Greentech GROUP, INC.

April 15, 2004                          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 15, 2004                          By: /s/ Roland L. Breton
                                            ----------------------
                                            Roland L. Breton
                                            Director

April 15, 2004                          By: /s/ Alfred Tracy III
                                            ----------------------
                                            Alfred Tracy III
                                            Director and Secretary

April 15, 2004                          By: /s/ Mark Graham
                                            -------------------------
                                             Mark Graham, Director
                                       25
<PAGE>




                                                   Exhibit 31.1
                                 CERTIFICATION

I, Roland Breton, certify that:

     1. I have  reviewed  this Annual  Report on Form 10-KSB of  Greentech  USA,
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.  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. 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 15, 2004                    /s/ Roland Breton
                                       --------------------
                                        Roland Breton
                                        Chairman, Chief Executive Officer and
                                        Principle Accounting Officer

                                       26
<PAGE>


EXHIBIT 32.1

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

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection
with the Annual Report on Form 10-KSB of Greentech USA, Inc. (the "Corporation")
for the year ended  December 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), the undersigned, the President and
Chief Executive Officer of the Corporation certifies that:

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

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Corporation.

  /s/ Roland Breton
-------------------------------
Roland Breton
President and Chief Executive Officer
April 15, 2004


<PAGE>



                      GREENTECH USA, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2003 and 2002


                                    CONTENTS




Consolidated Unaudited 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>


     The financial statements are undergoing a second review by the auditors and
as such the Company has been  instructed  until such review is complete that the
financial  statements be marked unaudited.  It may be that no adjustments are to
be made and are  probably  unlikely,  as such the  Company  expects  the revised
financial statements to be reissued in a few days

<PAGE>

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

                                                       2003            2002
ASSETS

CURRENT
Cash                                               $   -        $  48,046
Marketable securities                                  -            2,000
Accounts receivable                                684,191         85,777
Inventories                                            921            453
Due from related parties                            16,278          9,847
Prepaid expenses                                       -            4,671
--------------------------------------------------------------- -------------

Total Current Assets                               701,390        150,794
-----------------------------------------------------------------------------

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

FIXED - AT COST
Property and equipment - net                        45,693        472,056
-----------------------------------------------------------------------------

OTHER - AT COST
Goodwill                                           502,000        706,635
-----------------------------------------------------------------------------


Total Assets                                   $ 3,402,582     $1,329,485
-----------------------------------------------------------------------------



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


<PAGE>


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

                                                   2003            2002

LIABILITIES AND SHAREHOLDER EQUITY

LIABILITIES

CURRENT
Bank indebtedness                             $   544,015      $     -
Accounts payable and accrued charges              186,498        347,137
Accrued salaries                                   21,234         77,234
Payroll taxes payable                             149,041        123,645
Customer deposits                                     -           16,405
Notes and debentures payable                    1,143,122        846,410
Due to related parties                             15,638        160,586
----------------------------------------------------------------------------

Total Current Liabilities                       2,059,548      1,571,417
----------------------------------------------------------------------------


SHAREHOLDER EQUITY
Preferred stock, no par value, authorized
  - 4,000,000,
 - issued and outstanding - none                   -                -
Series A Convertible preferred stock,
    no par value,
 authorized - 6,000,000, issued and outstanding
 - 282,000( 2002 -508,250)                        28,200         50,825
Common stock, authorized - 100,000,000,
   par value $ .001
 - issued and outstanding - 4,697,838
     (2002 - 43,123,540)                           4,698         43,124
Common stock issuable - 5,654,585 shares
        (2002 - 10,505,820)                          967         10,506
Additional paid in capital                     8,466,742      5,216,732
Deficit                                       (7,133,573)    (5,541,119)
Unrealized loss on investment                    (24,000)       (22,000)
----------------------------------------------------------------------------

Total Shareholder Equity                       1,343,034       (241,932)
----------------------------------------------------------------------------

Total Liabilities and Shareholder Equity     $ 3,402,582     $1,329,485
----------------------------------------------------------------------------


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

<PAGE>



GREENTECH USA, INC. AND SUBSIDIARIES
(FORMERLY Greentech GROUP, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
(UNAUDITED)
----------------------------------------------------------------------------

                                                 2003            2002

REVENUE                                      $ 2,199,644     $1,342,689

COST OF SALES                                  1,318,707        233,763
----------------------------------------------------------------------------

GROSS PROFIT                                     880,937      1,108,926
----------------------------------------------------------------------------

OPERATING EXPENSES
Advertising and promotion                        229,995        463,343
Consulting fees                                  525,955         69,672
Contract labor                                    31,998        161,331
Depreciation and amortization                     29,065         90,410
Professional fees                                 43,765         54,183
Rent and occupancy costs                         176,504        119,112
Salaries and benefits                            414,052        139,909
Other selling, general and administrative        294,405        565,390
----------------------------------------------------------------------------

Total Operating Expenses                       1,745,739      1,663,350
----------------------------------------------------------------------------

LOSS FROM OPERATIONS                            (864,802)      (554,424)
----------------------------------------------------------------------------

OTHER ITEMS
Loss on disposal of assets                       (27,372)           -
Interest expense                                (321,490)      (651,325)
Loss on settlement of debt                       (50,636)           -
Writedown of investment                         (200,000)           -
Writedown of goodwill                           (125,000)           -
----------------------------------------------------------------------------

Total Other Items                               (724,498)      (651,325)
----------------------------------------------------------------------------

NET LOSS                                     $(1,589,300)  $ (1,205,749)
----------------------------------------------------------------------------


Weighted average common shares outstanding -
  Basic and fully diluted                      2,347,890     40,845,797
                                           ===============================

Net loss per share - Basic and fully diluted     $ (0.68)       $ (0.03)
                                           ===============================

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

<PAGE>

GREENTECH USA, INC. AND SUBSIDIARIES
(FORMERLY Greentech GROUP, INC.)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2003
(UNAUDITED)
-----------------------------------------------------------------------------

                                                    2003            2002

Cash Flows From Operating Activities:
  Net loss for the year                         $(1,589,300)  $ (1,205,749)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
   Depreciation and amortization                     29,065         90,410
   Stock issued or issuable for services            153,000         66,500
   Writedown of goodwill                            125,000            -
   Writedown of investment                          200,000            -
   Loss on settlement of debt                        50,636            -
   Loss on disposal of assets                        27,372             -
   Beneficial interest in connection with
             conversion of debt                     181,647        543,205
   (Increase) Decrease in:
    Accounts receivable                            (598,414)       (79,251)
    Inventories                                        (468)         3,340
    Due from related parties                         (6,431)        (2,323)
    Prepaid expenses                                  4,671          5,547
   (Increase) Decrease in:
    Accounts payable                               (160,639)        72,959
    Accrued salaries                                (56,000)        32,600
    Payroll taxes payable                            25,396         51,286
    Customer deposits                               (16,405)        (3,244)
    Due to related parties                         (144,948)       (33,864)
-----------------------------------------------------------------------------

Net Cash Used in Operating Activities            (1,775,818)      (458,584)
-----------------------------------------------------------------------------

Cash Flows From Financing Activities
 Proceeds from notes payable                        926,691        543,205
 Repayments of loans from related parties          (144,948)       (46,999)
 Decrease in subscriptions receivable                   -           10,000
-----------------------------------------------------------------------------

Net Cash Provided By Financing Activities           781,743        506,206
-----------------------------------------------------------------------------

CASH FLOW FROM INVESTING ACTIVITES
 Purchase of fixed assets - net                      (9,151)        20,918
 Proceeds from sale of fixed assets                 411,165        (20,494)
-----------------------------------------------------------------------------

Net Cash Used In  Investing Activities              402,014            424
-----------------------------------------------------------------------------

Net change in cash                                 (592,061)        48,046

Cash and Cash Equivalents - Beginning of Year        48,046            -
-----------------------------------------------------------------------------

Cash and Cash Equivalents - End of Year          $ (544,015)      $ 48,046
-----------------------------------------------------------------------------


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

<PAGE>

-----------------------------------------------------------------------------
GREENTECH USA, INC. AND SUBSIDIARIES
(FORMERLY DYNAMIC IMAGING GROUP, INC.)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 1
FROM DECEMBER 31, 2000 TO DECEMBER 31, 2003
(UNAUDITED)
-----------------------------------------------------------------------------

               Series A Convertible    Common Stock    Common Stock Issuable
                 Preferred Stock     $.001 Par Value     $.001 Par Value
                 Shares     Amount  Shares    Amount     Shares       Amount
------------------------------------------------------------------------------

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
      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 re Sale
 of Series A        498,350  49,835        -          -        -           -

Beneficial Interest    -         -         -          -        -           -

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                -        -   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     -        -         -          -        -            -

Stock Issued for
 Services               -        -     950,000       950       -            -

Net Loss                -        -         -          -        -            -
------------------------------------------------------------------------------

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

Spin off of 21st
 Century Arizona        -        -         -          -        -            -

Issuance of Stock
 previously Issuable    -        -   3,505,820     3,506   (3,505,820) (3,506)

Common Stock Issued
 for Debt               -        -     173,000       173        -            -

To record issuance
 of Preferred Shares
 for debt            15,000   1,500        -          -         -            -

Beneficial Interest     -        -         -          -         -            -

To reflect marketT
value of securities
 available for sale     -        -         -          -         -            -

Beneficial Interest     -        -         -          -         -            -

Conversion of debt
 into Common Stock      -        -   5,276,825     5,276        -            -

Conversion of
 Preferred Shares
 to Common Stock   (204,250)(20,425) 3,485,663     3,486        -            -

Issuance of common
 stock to employees
 for services           -        -   1,500,000     1,500        -            -

Acquisition of WIE      -        -   5,000,000     5,000        -            -

Common stock issued
 - August 2003          -        -   7,000,000     7,000  (7,000,000)   (7,000)

Conversion of debt
 into common stock      -        -         -          -   28,099,900    28,100

Preferred shares
 cancelled          (37,000) (3,700)       -          -         -            -

Issuance of Stock
 previously Issuable    -        -  28,099,900    28,100 (28,099,900)  (28,100)

Shares issued to
 a director             -        -   2,000,000    2,000         -            -

Reverse split 25:1      -        - (95,184,743) (95,185)        -            -

Common stock issuable
 for accrued salaries
 and fees               -        -         -          -      967,460       967

                        -        -         -          -          -           -

Prior year's adjustment
 of deficit             -        -         -          -          -           -

Acquisition of shares
 in Information
 Architects             -        -    717,833       718          -           -

Net Loss                -        -         -          -          -           -
------------------------------------------------------------------------------
Balance at December
 31, 2003          282,000 $ 28,200 4,697,838  $  4,698    967,460   $    967


GREENTECH USA, INC. AND SUBSIDIARIES
(FORMERLY DYNAMIC IMAGING GROUP, INC.)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 2
FROM DECEMBER 31, 2000 TO DECEMBER 31, 2003
(UNAUDITED)
------------------------------------------------------------------------------

                       Additional            Unrealized                Total
                       Paid-in    Accumulated Loss on Subscription Stockholders'
                       Capital     Deficit   Investment Receivable   Deficit
------------------------------------------------------------------------------
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        -           -        -         47,400

Shares Issued in
 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 re
 Sale of Preferred         -            -           -    (10,000)      39,835

Beneficial Interest       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 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                409,513         -           -        -        423,206

Issuance of Common
 Stock                     -            -           -        -             -

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

Beneficial Interest     543,205         -           -        -        543,205

Common Stock Issued
 for Services            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)

Spin off of 21st
 Century Arizona          -              79         -        -             79

Issuance of Stock
 previously Issuable      -             -           -        -             -

Common Stock Issued
 for Debt                 3,287         -           -        -          3,460

Issuance of Preferred
 Shares for debt         (1,500)        -           -        -             -

Beneficial Interest      17,744         -           -        -         17,744

Market value of
 securities
available for sale        -             -         (2,000)    -         (2,000)

Beneficial Interest     163,903         -           -        -        163,903

Conversion of debt      100,260         -           -        -        105,536

Conversion of
Preferred Shares
 to Common Stock         16,939         -           -        -            -

Issuance of common
stock to employees
 for services           148,500         -           -        -        150,000

Acquisition of WIE      245,000         -           -        -        250,000

Common stock issued
 - August 2003           -              -           -        -            -

Conversion of debt      533,895         -           -        -        561,995

Preferred shares
 canceled                 3,700         -           -        -            -

Issuance of Stock
previously Issuable      -              -           -        -            -

Shares issued to
 a director              (2,000)        -           -        -            -

Reverse split 25:1       95,185         -           -        -            -

Common stock issuable
accrued salaries and
 fees                   192,525         -           -        -        193,492

Prior year's adjustment
 of deficit              -              -           -        -         (3,234)

Acquisition of shares
 in Information
   Architects         1,732,570         -           -        -      1,732,288

Net Loss                 -        (1,589,300)       -        -     (1,589,300)
------------------------------------------------------------------------------
Balance at December
 31, 2003            $8,466,740  $(7,133,574)  $ (24,000) $  -    $ 1,343,031
------------------------------------------------------------------------------






                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

     GREENTECH  USA, 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.

     In  August  2003 the  Company  completed  the  acquisition  of  Waddayawant
Interactive  and  Entertainment  LLC  ("WIE"),   an  Arizona  Limited  Liability
Corporation in exchange for 5,000,000 shares of common stock.

BASIS OF PRESENTATION

     The consolidated statements include the accounts of GREENTECH USA, 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.

<PAGE>


                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   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, 2003, 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.

INVENTORIES


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




<PAGE>


                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   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  $7,133,574  has cash used in
operations of $1,775,818 in 2003, has a working  capital  deficiency of $814,143
December 31, 2003, 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. GREENTECH USA, INC.. AND SUBSIDIARIES (FORMERLY
Greentech GROUP, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.

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.

     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.

<PAGE>


                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT PRONOUNCEMENTS (CONTINUED)

     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.

     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.

     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.

<PAGE>


                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT PRONOUNCEMENTS (CONTINUED)

     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.

     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.

     In January  2003,  the FASB issued FASB  Interpretation  No. 46 (FIN 46), "
Consolidation of Variable Interest  Entities,  and Interpretation of ARB No.51."
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficial  of the entity if the equity  investors in the entity do not
have  characteristics  of a  controlling  financial  interest  or  do  not  have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective  for all new  variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning on or after June 15, 2003.



<PAGE>



                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT PRONOUNCEMENTS (CONTINUED)

     On  April  30,  2003 the FASB  issued  Statement  No.  149,  "Amendment  of
Statement 133 on Derivative  Instruments and Hedging  Activities." The Statement
amends and clarifies  accounting for derivative  instruments,  including certain
derivative  instruments embedded in other contracts,  and for hedging activities
under Statement 133. The amendments set forth in Statement 149 improve financial
reporting  by  requiring  that  contracts  with  comparable  characteristics  be
accounted for similarly.  In particular,  this  Statement  clarifies  under what
circumstances a contract with an initial net investment meets the characteristic
of a derivative as discussed in Statement 133. In addition,  it clarifies when a
derivative contains a financing component that warrants special reporting in the
statement of cash flows.  This Statement is effective for contracts entered into
or modified after June 30, 2003.

     On May 15, 2003 the FASB issued Statement No. 150,  "Accounting for Certain
Financial  Instruments with Characteristics of both Liabilities and Equity". The
Statement improves the accounting for certain financial  instruments that, under
previous  guidance,  issuers  could  account  for as equity.  The new  Statement
requires that those  instruments  be classified as  liabilities in statements of
financial  position.  In addition to its requirements for the classification and
measurement of financial  instruments in its scope,  Statement 150 also requires
disclosures  about  alternative ways of settling the instruments and the capital
structure of entities, all of whose shares are mandatorily  redeemable.  Most of
the guidance in Statement 150 is effective for all financial instruments entered
into or modified after May 31, 2003.

     The company believes that none of the recently issued accounting  standards
will have a material impact on the financial statements

NOTE 2 - PROPERTY AND EQUIPMENT

     At December  31,  2003,  property  and  equipment  and related  accumulated
depreciation consisted of the following:

                                                2003        2002

Furniture and fixtures .......            $   17,097    $   14,795
Machinery and Equipment ......                66,116       504,038
Displays .....................                77,679        77,679
Leasehold Improvements .......                10,032        27,153
                                           ---------     ---------
                                             170,924       623,665
Less: Accumulated depreciation              (123,684)     (151,609)
                                           ---------     ---------

Total .......................              $. 47,240     $ 472,056
                                            ========     =========

<PAGE>

                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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,  2003,  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,  2003,  the  Company  recorded  an  unrealized  loss  on  marketable  equity
securities of $24,000.

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  $66,773  at  December  31,  2003 is  payable  in 60 monthly
installments  of $1,742  including  interest at prime plus 3.28% per annum.  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, 2003, the line of credit balance was $19,773.


<PAGE>


                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - NOTES PAYABLE (CONTINUED)

     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, 2003,  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.  This note has been repaid during 2003 along with the note
indicated below by the exchange of 28,099,900 of the company's common stock.

     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 was converted into stock as indicated above

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.



<PAGE>


                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - ACQUISITIONS (CONTINUED)

     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.  In 2003, the Company abandoned its association with Hi Tech Expos.

     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.

     On October 30, 2003, the Company acquired all of the outstanding membership
units in  Perceptre  LLC  consisting  of 289,352  units in exchange  for 717,833
restricted  common  shares of the  Company at a value equal to $ 3.00 per share.
The only asset in Perceptre LLC consists of 215,350 Series B preferred shares of
a publicly traded company by the name of Information Architects Corporation.

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,  2003,  the Company had elected to carry
forward  net  operating  losses for  federal  and state  income tax  purposes of
approximately  $4,450,000  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.

<PAGE>

                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - INCOME TAXES (CONTINUED)



The components of the deferred tax asset as of December 31, 2003 are as follows:

                                                           2002
                                                       -----------
Deferred Tax Asset:
  Net Operating Loss Carryforward ................     $ 2,242,385

  Less: Valuation Allowance ......................      (2,242,385)
                                                       -----------

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

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,  2003,  advances to these  amounted to
$13,500.

DUE TO RELATED PARTIES

     Certain  shareholders  and related  individuals of the Company advanced the
Company  funds for  operations.  At December  31,  2003,  the Company owed these
related   parties   $1,136,448.   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.

<PAGE>

                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' DEFICIT (CONTINUED)

PREFERRED STOCK (CONTINUED)

     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.

During the year the Company cancelled 37,000 shares of preferred shares.

COMMON STOCK

     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.

     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.


<PAGE>



                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' DEFICIT (CONTINUED)

COMMON STOCK (CONTINUED)

     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.

     In May 2003, the Company issued 1,500,000 shares of restricted common stock
to three of its executives in conjunction with their employment agreements.  The
Company recorded as an expense $ 150,000 in relation to the stock issued.

<PAGE>


                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' DEFICIT (CONTINUED)

COMMON STOCK (CONTINUED)

     During the period ended September 30, 2003 a total of 33,549,725  shares of
common stock were issued to settle debt amounting to $ 670,991 of the Company.

     During 2003 the Company issued a total of 5,000,000  shares to shareholders
of WIE to complete the acquisition of the Company.

     During 2003 the Company  converted 204,250 of its Series A Preferred shares
into 3,485,663 common shares.

     The Company issued  7,000,000 shares of common stock in 2003 to satisfy its
purchase of the assets and liabilities of Silver Star Management, Inc. in 2002.

     In October 2003 the Company issued 28,099,900 to convert $ 561,995 in notes
payable.

     In October  2003 the company  reverse  split the stock 1 share for every 25
owned at that time by the shareholders of record.

     In October 2003 the Company  issued  717,833  shares of  restricted  common
shares in connection with the purchase of Perceptre LLC.

     In January 2004 the Company  passed a resolution  to convert  approximately
$1,000,000  of notes payable owing as of December 31, 2003 to Series A Preferred
Stock.

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,
                                   2003              2002
                                 ------            ------
     Expected dividend yield        0%               0%
     Risk-free interest rate      4.03%             4.03%
     Annualized volatility         168%             150%
     Expected life, in years         5               5

<PAGE>

                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' DEFICIT (CONTINUED)

STOCK OPTIONS (CONTINUED)

     Stock  option  activity  for the years ended  December 31, 2003 and 2002 is
summarized as follows:

                                     Number of    Weighted average
                                      shares       exercise price
                                   ---------    ----------------
Outstanding at December 31, 2000 ....  1,800,000         $ 0.800
    Granted .........................  1,000,000           0.001
    Exercised ...................          -            -
    Canceled .......... .........          -            -

                                     Number of    Weighted average
                                      shares       exercise price
                                   ---------    ----------------
Outstanding at December 31, 2001 ....  2,800,000           0.800
    Granted .........................  1,500,000           0.001
    Exercised .....................        -            -
    Canceled ....................          -            -
                                       ---------         -------

Outstanding at December 31, 2002 and 2003
                                 ....  4,300,000         $ 0.68
                                       =========         =======

     The following table  summarizes the Company's stock options  outstanding at
December 31, 2003:

               Options outstanding             Options exercisable
       ----------------------------------    ----------------------

                      Weighted      Weighted          Weighted
 Range of              average      average           average
 exercise             remaining     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       0.800
-----------------------------------------------------------------
            4,300,000                             4,300,000
            =========                             =========

     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.

<PAGE>


                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' DEFICIT (CONTINUED)

STOCK OPTIONS (CONTINUED)

     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,
                                      2003              2002
                              -------------    -------------
Net loss:
 As reported ..........  ..      $ (1,589,300) $  (1,205,749)
 Pro forma ................        (1,695,800)    (1,312,249)
Basic and Diluted loss per common share:
   As reported .............   $       (0.68)   $       (0.11)
   Pro forma ...............           (0.72)           (0.11)

NOTE 9 - 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.


<PAGE>

                      GREENTECH USA, INC.. AND SUBSIDIARIES
                     (FORMERLY DYNAMIC IMAGING GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

COMMITMENTS: (CONTINUED)

UNPAID PAYROLL TAXES

     As of December  31,  2003,  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, 2003,  the Company has accrued
$149,041 related to these liabilities.

OPERATING LEASE

     The Company leases approximately 10,000 square feet of office and warehouse
in Fort Lauderdale,  Florida  pursuant to an operating lease,  which calls for a
minimum  annual  rental of $ 60,000 or $ 5,000 per month plus  applicable  sales
taxes and common area costs. The lease expires April of 2008s

     Minimum annual payments during the life of the lease is $ 60,000 per year.

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.