SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C.20549

                                   FORM 1O-KSB

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

                  For the Fiscal Year Ended: December 31, 2000

Commission File No. 000-26446

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

         Florida                                       66-090385
         -------                                       ---------
(State of Incorporation)                    (IRS Employer Identification No.)

3418 North Ocean Blvd.
Fort Lauderdale, FL                                        33008
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (zip code)

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

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

                                      None

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

                                  Common Stock

Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or such shorter period that the Registrant was required to file such
reports); and, (2) has been subject to such filing requirements for the past 90
days.

                                    Yes X No
                                        ---     ---

Check if 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. X
                  ---

State issuer's revenues for twelve months ended December 31, 2000: $1,134,380.
------------------------------------------------------------------------------



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
21, 2001 was $472,926.78.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 8,926,482 shares of common stock, as
of April 21,2001.
<PAGE>

                                    Documents
                                    ---------
                            Incorporated by Reference
                            -------------------------

                                      NONE

Transitional Small Business Disclosure Format:  No




                                     PART I

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

BACKGROUND

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

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

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

         Fiscal year 2000 revenue was comprised of approximately 34% display
sales, 3% display rental income, 20% revenues graphic sales and 43% internet and
consulting sales.


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 Internet. As a result, our management believes
that the show and exhibition display industry and the Internet business has
substantial growth potential both domestically and internationally.


         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 is 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 13,000
events of 1999. The increase of 9,711 exhibitions represents a growth rate of
over 300%. By 2001, the average exhibition is projected to require 131,900 net
square feet of exhibit space, and draw 470 exhibitors with 27,560 attendees.
This projection includes both business-to-business and consumer shows with over
500 new events expected by the end of that year.


                                       -1-


<PAGE>


THE 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.


THE E-SOLUTIONS MARKET

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


DYNAMIC IMAGING'S SHOW DISPLAYS AND GRAPHICS

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

                                       -2-
<PAGE>


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

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


DYNAMIC IMAGING E-SOLUTIONS

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

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

WARRANTIES

         Dynamic Imaging warrants to the purchaser, on a no time limit basis, to
repair or replace (at our option), the frame provided. This warranty is provided
only with sales and not with rentals. All electrical parts and components are
covered for a period of one year from the date of purchase. The conditions of
the warranty are that the unit shall have been employed under conditions of
normal use and service, there can be no evidence of tampering and improper
handling and that other relevant information relating to the unit be provided to
Dynamic Imaging. Graphics are excluded from our warranty. Our primary supplier
of frame displays is Jemco Displays, which provides us and our customers with a
comparable product warranty. Other display suppliers provide similar warranties.
In view of the sturdy nature of the materials provided, we do not believe that
full replacement would be necessary for a majority of circumstances as repairs
could be handled by either us, our distribution personnel or Jemco Display or
other suppliers. We intend to have up to five support outlets strategically
located in the United States for quick 24-hour turnaround repair service as
required. To date, we have not received requests for any returns to date or
requests under our warranty.


                                       -3-

<PAGE>

DISTRIBUTION


       We distribute our goods and services through our network of authorized
dealers which have franchise affiliations with Adventures In Advertising and our
two Showcase stores located in Miami and Fort Lauderdale Florida. Adventures in
Advertising has 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.

         In addition, we have oral distribution arrangements with independent
distributors for the sale of our products in Argentina, Bolivia and Peru. We
will engage solely in direct sales for international operations outside of North
America, and direct sales and leasing for North America.

         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 focus our show display and eSolutions marketing efforts on
smaller companies which participate in major trade shows, conventions, grand
openings,weddings and company meetings. 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.


                                       -4-

<PAGE>

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 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. Additionally, company-owned stores in major cities and
wholesale and retail distributors 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.

         Our strengths include 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.

EMPLOYEES

Dynamic Imaging currently has 7 employees, four of whom are involved in sales
and clerical and three of whom are involved in management.

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

         Dynamic Imaging maintains its executive office, sales and warehouse
facility at 3418 North Ocean Boulevard, Fort Lauderdale, Florida 33308. Dynamic
Imaging leases its executive offices, sales facility and warehouse facility at
the rate of $1,750 per month, $1,700 per month and $1,300 per month,
respectively. The lease extends through 2001.


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

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

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

         None.

                                       -5-
<PAGE>


                                     PART II

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

The Company's Common Stock has traded on the over-the-counter market under the
symbol DYIG. The following sets forth the range of high and low bid quotations
for the periods indicated as reported by National Quotation Bureau, Inc. such
quotations reflect prices between dealers, without retail mark-up, markdown or
commission and may not represent actual transactions.

                      Quarter Ended               HIGH BID          LOW BID
--------------------------------------------------------------------------------

                      June 30, 2000               2.50              0.66
                      ----------------------------------------------------------
                      September 30, 2000          1.00              0.22
--------------------------------------------------------------------------------
                      December 31, 2000           0.88              0.13
--------------------------------------------------------------------------------
                      March 31, 2001              0.56              0.09
--------------------------------------------------------------------------------
                      May 21, 2001                0.10              0.05
--------------------------------------------------------------------------------


         Dynamic Imaging has never paid cash dividends on its common stock and
presently intends to retain future earnings, if any, to finance the expansion of
business. Dynamic Imaging does not anticipate that any cash dividends will be
paid in the foreseeable future. The future dividend policy will depend on our
earnings, capital requirements, expansion plans, financial condition and other
relevant factors.

As of April 21, 2001 there were approximately 112 registered holders of record
of the Company's common stock



                                       -6-


<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         ---------------------------------------------------------

General Overview

Dynamic  Imaging  Group,  Inc.  (the  Company)  was  formed in March 1998 and is
engaged in the sale, marketing and rental of portable show displays, accessories
graphics  and  Internet  solutions  through  an  independent  network of outlets
throughout  the United  States and  through the  opening of retail  stores.  The
Company maintains its principal business operations in Fort Lauderdale, Florida.

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

Results of Operations

Year ended December 31, 2000 compared to period ended December 31, 1999.

Net sales for the year ended December 31, 2000 were $1,134,3800 as compared to
net sales for the period ended December 31, 1999 of $454,982. The increase in
sales of trade show displays and graphics and the addition of Internet Solution
products attributed to the increase in sales.

Cost of goods sold consists primarily of product costs and freight charges. Cost
of sales were  $290,655 or 25.66% of net sales for the year ended  December  31,
2000 as  compared  to cost of sales for the period  ended  December  31, 1999 of
$297,077 of 65.3% of net sales.

Net sales and gross profits depend in part on the volume and mix of display
sales, graphic sales, rental sales and internet sales. Internet and Graphic
products have a higher gross margin, while display sales have a comparably lower
gross profit margin.

Consulting fees were $229,081 for the year ended December 31, 2000 as compared
to $54,902 for the period ended December 31, 1999. The increase is primarily
attributable to the addition of the internet division and investment banking and
other fees incurred in connection with the Company's stock sales.

                                       -7-
<PAGE>


Contract labor expenses include costs and commissions related to the Company's
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. The increase in contract labor is attributable
to the Company's growth and need to support the existing products and service
business of the Company as well as to provide the infrastructure for future
growth.

Professional fees were $53,022 for the year ended December 31, 2000 as compared
to $112,814 for the period ended December 31, 1999.

Rent expense was $93,689 for the year ended December 31, 2000 as compared to
$72,618 for the period ended December 31, 1999. The increase was directly
attributable to the expansion of operations into additional facilities for a
full year.

Salaries were $609,086 for the year December 31, 2000 as compared to $471,826
for the period ended December 31, 1999. The increase was directly attributable
to the Company's head count growth and need to support the new products.

Other selling, general and administrative expenses, which include travel and
entertainment, insurance, auto, telephone and other expenses, were $753,890 for
the year ended December 31, 2000 as compared to $378,271 for the period ended
December 31, 1999. The increase is attributable to increased sale and marketing
efforts and the addition of the eSolution division.

Interest expense includes costs associated with working capital indebtedness.

As a result of the foregoing factors, the Company incurred losses of
approximately $1,566,000 or ($.23) per share for the year ended December 31,
2000 as compared to a loss of approximately $1,193,000 or ($.22) per share for
the period ended December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2000, the Company had a stockholders' deficiency of $526,230.
Since its inception, it has incurred losses of approximately $3,050,000. The
Company's operations and growth have been funded by the sale of common stock
with gross proceeds of approximately $1,000,000 and working capital borrowings
amounting to $300,000. These funds were used for working capital and capital
expenditures.

                                       -8-
<PAGE>


The Company has no material commitments for capital expenditures. The
Company believes that it has sufficient liquidity to meet all of its 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 the Company's strategy is to continue to expand its sales force
and to evaluate opportunities to expand through acquisition of companies engaged
in similar and related complementary businesses. Any such acquisitions will
require additional capital, although there can be no assurances that any
acquisitions will be completed. Also the Company believes that additional
funding will be necessary to expand its market share.

Net cash used in operations in the 2000 period was $492,855 compared to cash
used in operations of $717,521 in 1999. The difference is primarily attributable
to the add back of non cash items in 2000.

Net cash used in investing activities in the 2000 period was $25,007 compared
to net cash used in investing activities of $108,851 in the 1999 period. This
difference was attributable to fewer acquisitions of property and equipment.

Net cash provided by financing activities in the 2000 period was $514,512 as
compared to net cash provided by financing activities of $819,675 in the 1999
period.

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.

                                       -9-
<PAGE>


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

         The financial statements are filed herewith following the signatures.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
         --------------------
                  NONE

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

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

Gary R. Morgan                 56          Chief Executive Officer, Chairman
                                           of the Board, Treasurer and Secretary

Roland L. Breton               51          President and director


         GARY R. MORGAN has served as Chairman of the Board and Treasurer since
inception in March 1998 and Chief Executive Officer since December 1998. Between
July 1996 and March 1998, Mr. Morgan served as Chief Executive Officer of
Olympus Ventures, Inc., a garment contractor and manufacturing company. Between
March 1994 and July 1996, Mr. Morgan served as President of Horizon
International Associates, Inc., a pre-owned aircraft marketing company.

         ROLAND L. BRETON 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.

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,
2000.

                                      -10-
<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION
          ----------------------

         The following table sets forth information relating to the compensation
paid by Dynamic Imaging during the past fiscal year (Dynamic Imaging was not in
existence during any other fiscal year) 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 and 2000.

<TABLE>
<CAPTION>


                                            SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------

                                         Annual Compensation              Long-Term Compensation
                                    --------- --------- ----------- -------------------------- --------
                                                                             Awards
                                                                    ------------ ------------- --------
                                                                                  Securities
                                                          Other                     Under-
                                                          Annual    Restricted      Lying               All Other
    Name and Principal                                   Compen-       Stock       Options/     LTIP     Compen-
         Position            Year    Salary    Bonus      sation     Award(s)        SARs      Payouts    sation
                                                           ($)          ($)          (#)         ($)       ($)
           (a)               (b)      (c)       (d)        (e)          (f)          (g)         (h)       (i)
--------------------------- ------- --------- --------- ----------- ------------ ------------- --------



<S>                         <C>     <C>           <C>        <C>          <C>     <C>              <C>       <C>
Gary Morgan, Chief          1998    $ 100,000    -0-        -0-          -0-      1,500,000       -0-       -0-
   Executive Officer
   and Treasurer            1999      120,000

                            2000      132,000

Roland Breton, President    1998    $ 100,000    -0-        -0-          -0-      1,500,000       -0-       -0-

                            1999    $ 120,000

                            2000    $ 132,000

</TABLE>

EMPLOYMENT AGREEMENTS


         In February 1998, each of Messrs. Morgan and Breton 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. Each of 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. Each of
the executive officers agreed to waive his salary for the period from February
1998 to February 1999.



                                      -11-


<PAGE>
<TABLE>
<CAPTION>


STOCK OPTIONS

                                       OPTION/SAR GRANTS IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------

Individual Grants                                                              Potential Realizable   Alternative
                                                                                     Value At              To
                                                                             Assumed Annual Rates Of  (f) and (g):
                                                                                      Stock            Grant Date
                                                                              Price Appreciation For     Value
                                                                                      Option
                                                                                       Term
-----------------------------------------------------------------------------
                                        Percent of
                           Number Of      Total
                           Securities    Options/
                           Underlying  SARs Granted  Exercise Of                           Grant Date
                          Options/SARs To Employees  Base Price  Expiration                            Present
          Name            Granted (#)    In Fiscal     (S/Sh)       Date       5% ($)      10% ($)     Value $
           (a)                (b)          Year          (d)         (e)         (f)         (g)         (h)
                                            (c)
------------------------------------------------------------------------------------------------------------------

<S>                       <C>          <C>              <C>      <C>  <C>
Gary Morgan               1,500,000    33.33%           .80      2005/2010       N/A         N/A          N/A
------------------------------------------------------------------------------------------------------------------
Roland Breton             1,500,000    33.33%           .80      2005/2010       N/A         N/A          N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>





       Each of these individuals were granted options to purchase an aggregate
amount of 1,500,000 shares of Dynamic Imaging's common stock 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.


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, 1999, of each person named in the summary compensation table and
the unexercised options held as of the end of the 1999 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 Year-
                                         Shares                         At Fiscal Year-End            End
                                      Acquired On          Value           Exercisable/           Exercisable/
                                        Exercise         Realized          Unexercisable         Unexercisable
               Name
--------------------------------------------------------------------------------------------------------------------


<S>                                                                          <C>
Gary Morgan, Chief Executive              N/A               N/A              0/1,500,000              N/A
Officer, Treasurer, Secretary
--------------------------------------------------------------------------------------------------------------------
Roland Breton, President                  N/A               N/A              0/1,500,000              N/A
--------------------------------------------------------------------------------------------------------------------

</TABLE>


                                      -12-

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

         The following table sets forth information as of April 21, 2001, with
respect to the beneficial ownership of shares of common stock by (i) each
officer and director, (ii) each person or entity known by Dynamic Imaging to be
the owner of more than 5% of the outstanding shares of common stock, or to be
and (iii) all officers and directors as a group. The address of each person is
c/o Dynamic Imaging Group, Inc., 3418 North Ocean Boulevard, Fort Lauderdale,
Florida 33308. There were 8,926,482 shares of Dynamic Imaging's common stock
issued and outstanding as of April 21, 2001.

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

Gary R. Morgan                          878,000                9.9%
Roland L. Breton                      2,942,125               32.9%

                                      =========               ======
All Officers and Directors            3,820,125               42.8%
as a Group (2 persons)

-------------------


         Gary Morgan is Chief Executive Officer and Chairman of the Board of
Dynamic Imaging. Includes 278,000 shares of common stock held by DIGI Partners,
Inc., a corporation which Mr. Morgan serves as President. Also includes options
to purchase 600,000 shares of common stock exercisable at a purchase price of
$.80 per share, which options become exercisable February 28, 2001. Does not
include options to purchase an aggregate of 900,000 shares of common stock,
exercisable at $.80 per share, 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.

         Roland Breton is President and director. Includes 500,000 shares of
common stock held by his spouse and 1,842,125 shares of the Company's common
stock held by A.R. Fortune, a corporation controlled by his spouse. Mr. Breton
disclaims beneficial ownership of the shares owned by his spouse and A.R.
Fortune. Also includes options to purchase 600,000 shares of common stock
exercisable at a purchase price of $.80 per share, which options become
exercisable February 28, 2001. Does not include options to purchase an aggregate
of 900,000 shares of common stock, exercisable at $.80 per share, 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.


                                      -13-
<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

   Messrs. Morgan and Breton advanced funds to the Company.   The  advances  are
non-interest bearing and are payable on demand. At December 31, 2000 advances to
the Company amounted to $18,024.00



                                      -14-
<PAGE>


                                    PART III


ITEM 14.    EXHIBITS AND REPORTS ON FORM 8-K

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 Gary
            Morgan dated March 2, 1998.*


10.2        Employment Agreement between Dynamic Imaging Group, Inc. and Roland
            Breton dated March 2, 1998.*

10.4        Lease  Agreement  between  Dynamic  Imaging  Group,  Inc  and  Media
            International, Inc.  dated April 1, 2001

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

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

23.         Subsidiaries.*

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

27.         Financial Data Schedule.

* Previously filed.

Reports on Form 8-K

         None.


                                      -15-

<PAGE>

                                   SIGNATURES
                                   ----------

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

                                                 DYNAMIC IMAGING GROUP, INC.



May 18, 2001                                  By:/s/ Gary R. Morgan
                                                     --------------------
                                                     Gary R. Morgan
                                                     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.

May 18, 2001                                 By: /s/ Gary R. Morgan
                                                     ----------------------
                                                     Gary R. Morgan
                                                     Director





May 18, 2001                                 By: /s/ Roland L. Breton
                                                     ----------------------
                                                     Roland L. Breton
                                                     Director and President


                                      -16-

<PAGE>


                  DYNAMIC IMAGING GROUP, INC. ANDSUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2000 and 1999


                                    CONTENTS


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

Consolidated Financial Statements:

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

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

  Consolidated Statement of Stockholders' Equity (Deficit)..............F-5

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

  Notes to Consolidated Financial Statements..........................F-7-F-16















                                       F-1


<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Stockholders
Dynamic Imaging Group, Inc. and Subsidiaries
Fort Lauderdale, Florida

We have audited the accompanying consolidated balance sheet of Dynamic Imaging
Group, Inc. and Subsidiaries as of December 31, 2000 and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the years ended December 31, 2000 and 1999. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Dynamic Imaging
Group, Inc. and Subsidiaries as of December 31, 2000, and the results of their
operations and their cash flows for the years ended December 31, 2000 and 1999,
in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
Dynamic Imaging Group, Inc. and Subsidiaries will continue as a going concern.
As discussed in Note 1 to the consolidated financial statements, the Company's
need to generate cash from operations and obtain additional financing raises
substantial doubt about its ability to continue as a going concern. Management's
plans as to these matters are discussed in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



                                                Feldman Sherb & Co., P.C.
                                                Certified Public Accountants

New York, New York
May 18, 2001








                                       F-2


<PAGE>

                   DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2000





                                     ASSETS


CURRENT ASSETS:
 Cash                                                               $ 2,360
 Accounts Receivable (Net of Allowance
  for Doubful Accounts of $299,350)                                  57,920
 Inventories                                                         13,238
                                                                     -------
    Total Current Assets                                             73,518

PROPERTY AND EQUIPMENT - Net                                        126,585

MARKETABLE EQUITY SECURITIES                                          2,000
DUE FROM RELATED PARTY                                                7,469
GOODWILL-net                                                        164,062
SECURITY DEPOSITS                                                     2,990
                                                                    -------
    Total Assets                                                  $ 376,624
                                                                   ========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Bank Overdraft                                                   $   5,772
 Note and Debenture Payable                                         473,888
 Accounts Payable and Accrued Expenses                              183,746
 Accrued Salaries                                                   144,407
 Payroll Taxes Payable                                               52,799
 Customer Deposits                                                   16,749
 Due to Related Party                                                25,493
                                                                    -------
    Total Current Liabilities                                       902,854
                                                                    -------


STOCKHOLDERS' DEFICIT:
 Preferred Stock (No Par Value; 5,000,000 Shares
  Authorized; No Shares Issued and Outstanding)                        -
 Common Stock ($.001 Par Value; 50,000,000
  Shares Authorized; 8,508,687 Shares Issued
  and Outstanding )                                                   8,509
 Additional Paid-in Capital                                       2,542,926
 Accumulated Deficit                                             (3,055,665)
 Less: Unrealized Loss on Investment                                (22,000)
                                                                  ---------
    Total Stockholders' Deficit                                    (526,230)
                                                                  ---------

    Total Liabilities and Stockholders' Deficit                   $ 376,624
                                                                   =========



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

                                      F-3

<PAGE>



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


                                              For the Year ended December 31,
                                              --------------------------------
                                                 2000              1999
                                              -------------    ------------


NET SALES                                      $ 1,134,380    $    454,982

COST OF SALES                                      290,655         297,077
                                              -------------    ------------

GROSS PROFIT                                       843,725         157,905
                                              -------------    ------------
OPERATING EXPENSES:
 Consulting Fees                                   229,081          54,902
 Contract Labor                                    348,117         206,335
 Depreciation and Amortization                     161,447          16,206
 Professional Fees                                  53,022         112,814
 Rent                                               93,689          72,618
 Salaries                                          609,086         471,826
 Other Selling, General and Administrative         753,890         378,271
                                              ------------     ------------

    Total Operating Expenses                     2,248,332       1,312,972
                                              ------------     ------------

LOSS FROM OPERATIONS                            (1,404,607)     (1,155,067)

OTHER EXPENSES:
 Interest Expense                                  161,005          40,000
                                              ------------     ------------

LOSS BEFORE PROVISION FOR INCOME TAXES          (1,565,612)     (1,195,067)
                                              ------------     -----------

PROVISION FOR INCOME TAXES:
 Current                                              -               -
 Deferred                                             -             (1,620)
                                              ------------     ------------
                                                      -             (1,620)
                                              ------------     ------------

NET LOSS                                       $(1,565,612)   $ (1,193,447)
                                              ============     ============

BASIC AND DILUTED:
 Net Loss Per Common Share                     $    (0.23)    $      (0.22)
                                              ===========      ============

 Weighted Common Shares Outstanding             6,923,079        5,421,575
                                              ===========      ============



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

                                      F-4

<PAGE>




                     DYNAMIC IMAGING, INC. AND SUBSIDIARIES
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                  For the Year Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>



                                  Common Stock                                                                        Total
                                $.001 Par Value        Additional    Accumulated Unrealized Loss  Subscription    Stockholders'
                                Shares    Amount     Paid-in Capital  Deficit     on Investment    Receivable    Equity (Deficit)
                               --------- ---------   ---------------- ----------- --------------- -------------- -----------------
<S>                 <C> <C>    <C>        <C>       <C>             <C>           <C>               <C>         <C>
Balance at December 31, 1998   5,000,000  $ 5,000   $  300,000      $  (296,606)  $      -          $   -       $        8,394

Recognition of Officers
 Compensation on Donated
 Services                           -        -          60,000             -             -              -               60,000

Share Issued in Connection
 with Private Placement          529,660      530      777,145             -             -            (7,500)          770,175

Shares Issued in Connection
 with Sale of Restricted Stock    45,000       45       29,955             -             -              -               30,000

Shares Issued in Connection
 with Note Payable                50,000       50       39,950             -             -              -               40,000

Shares Issued in Exchange for
 Services                        132,425      132      110,393             -             -              -              110,525

Net Loss for the Year Ended
 December 31, 1999                  -         -           -          (1,193,447)         -              -           (1,193,447)
                               --------- ---------   ---------------- -----------   ------------- -------------- -----------------

Balance at December 31, 1999   5,757,085    5,757    1,317,443       (1,490,053)         -            (7,500)         (174,353)

Shares Issued in Connection
 with Sale of Restricted Stock   478,800      479      248,221             -             -              -              248,700

Shares Issued in Connection
 with Acquisitions               683,000      683      320,717             -             -              -              321,400

Shares Issued in Connection
 with Note Payable               300,000      300      134,700             -             -              -              135,000

Shares Issued in Exchange for
 Debt                          1,047,802    1,048      377,454             -             -              -              378,502

Shares Issued in Exchange for
 Services                        242,000      242      151,891             -             -              -              152,133

Write-Off of Subscription
 Receivable                         -        -          (7,500)            -             -             7,500              -

Unrealized Loss on Investment       -        -            -                -          (22,000)          -              (22,000)

Net Loss for the Year Ended
 December 31, 2000                  -        -            -          (1,565,612)         -              -           (1,565,612)
                               --------- ---------   ----------     -----------     -----------      -------   -----------------

Balance at December 31, 2000   8,508,687  $ 8,509   $2,542,926      $(3,055,665)  $   (22,000)      $   -       $     (526,230)
                               ========= =========   ==========     ===========     ===========      =======   =================

</TABLE>


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

                                      F-5

<PAGE>


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



                                            For the Year Ended December 31,
                                            -------------------------------
                                                2000             1999
                                            -------------     -------------


CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Loss                                   $(1,565,612)       $(1,193,447)
 Adjustments to Reconcile Net Loss to
 Net Cash Flows Used in Operating
 Activities:

  Depreciation                                   30,509             16,206
  Amortization of Goodwill                      130,938               -
  Recognition of  Officers Compensation
   on Donated Services                             -                60,000
  Common Stock Issued for Services              152,133            110,525
  Interest Expense Recognized for
   Issuance of Common Stock                     135,000             40,000
  Allowance for Doubtful Accounts               299,350               -

 (Increase) Decrease in:
   Accounts Receivable                         (329,484)           (14,115)
   Inventories                                   (7,775)            (5,463)
   Due from Related Parties                      81,672            (89,141)
   Security Deposits                               -                (1,400)

  Increase (Decrease) in:
   Accounts Payable and Accrued Expenses        117,403            267,106
   Accrued Salaries                             360,409             72,500
   Payroll Taxes Payable                         52,799               -
   Customer Deposits                               (690)            17,439
   Deferred Income Taxes                           -                (1,620)
   Due to Related Party                          50,493              3,889
                                            -------------     -------------
Net Cash Flows Used in Operating
 Activities                                    (492,855)          (717,521)
                                            -------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Cash from Acquisition                            1,276               -
 Acquisition of Property and Equipment          (26,283)          (108,851)
                                            -------------     -------------
Net Cash Flows Used in Investing
 Activities                                     (25,007)          (108,851)
                                            -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase in Bank Overdraft                       5,772               -
 Proceeds from Notes Payable                    255,900             50,000
 Decrease in Subscriptions Receivable            30,500               -
 Proceeds from Issuance of Common Stock         224,700            769,675
                                            -------------     -------------
Net Cash Flows Provided by
 Financing Activities                           514,512            819,675
                                            -------------     -------------

Net Decrease in Cash                               (990)            (6,697)

Cash - Beginning of Period                        3,350             10,047
                                            -------------     -------------

Cash - End of Period                        $     2,360        $     3,350
                                            =============     =============

SUPPLEMENTAL INFORMATION:
 Cash Paid During Year for:
  Interest and Taxes                        $      -           $      -
                                            =============     =============
Issuance of Common Stock for Acquisition    $   295,000        $      -
                                            =============     =============
Issuance of Common Stock for Subscription
 Receivable                                 $      -           $    38,000
                                            =============     =============
Issuance of Common Stock for Marketable
 Equity Securities                          $    24,000        $      -
                                            =============     =============
Issuance of Common Stock in Exchange
 for Debt                                   $   378,502        $      -
                                            =============     =============
Conversion of Accounts Payable to Note
 Payable                                    $   232,988        $      -
                                            =============     =============
Write off of Subscription Receivale to
 Paid in Capital                            $     7,500        $      -
                                            =============     =============
Unrealized Loss on Investment in
 Marketable Equity Securities               $    24,000        $      -
                                            =============     =============

Details of Acquisition:
 Fair value of assets                       $    26,777        $      -
 Liabilities                                       (377)              -
 Common stock issued                            (26,400)              -
                                            -------------     -------------
Net cash paid for acquisition               $      -           $      -
                                            =============     =============


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

                                      F-6

<PAGE>









                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Dynamic Imaging Group,  Inc. (the "Colorado  Company") was incorporated on March
27,  1998  under the laws of the State of  Colorado.  The  Colorado  Company  is
authorized to issue 5,000,000 shares of its no par common stock

Dynamic Imaging Group, Inc. (The "Florida Company") was organized under the law
of the State of Florida during January 1999. The Florida Company's articles of
incorporation provide for the issuance of 5,000,000 shares of its $.001 par
value common stock and 5,000,000 shares of its no par value preferred stock.
During January 1999, all of the issued and outstanding stock of the Colorado
Company was exchanged for all of the shares of the issued and outstanding common
stock of the Florida Company. The accompanying financial statements give
retroactive effect to the exchange of common stock. The Colorado Company and the
Florida Company are hereinafter referred to collectively as the Company.

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.

Basis of Presentation

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

Revenue Recognition

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

Fair Market Value of Financial Instruments

The carrying amount reported in the balance sheet for cash, accounts
receivables, accounts payable, and accrued liabilities 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.







                                       F-7
<PAGE>


                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, which represented the cost in excess of net assets of business
acquired were recorded and were to be amortized over a five-year period. The
Company periodically evaluates the carrying amount of goodwill to recognize and
measure the possible impairment of these assets. Based on the recoverability
from cash flow methods, the Company believed that goodwill was impaired and,
accordingly recorded amortization of goodwill amounting to $120,000 (see note
4). For the year ended December 31, 2000, amortization expense amounted to
$130,937.

Inventories

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

Going Concern

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. At December 31, 2000, the Company had a
working capital deficiency of $829,336 and losses since inception of $3,055,665.
These conditions raise substantial doubt about the ability of the Company to
continue as a going concern.

Management's plans include developing operating efficiencies and additional
revenue sources. The Company also needs financing to complete its plans and will
pursue obtaining funding through private placements of debt or equity offerings.
However, there is no assurance that the aforementioned events will occur and be
successful.

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.

Income Taxes

The Company utilizes the asset and liability method of accounting for deferred
income taxes. Under this method, deferred tax assets and liabilities are
established based on the differences between financial statement and income tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse.

The Company provides a valuation allowance against deferred tax assets if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized.

Loss per Common Share

Basic earnings per share is computed by dividing net loss by 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


                                       F-8

<PAGE>

                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                December 31, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

The Company uses SFAS No. 123, "Accounting for Stock-Based  Compensation," which
permits  entities to recognize as expense over the vesting period the fair value
of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also
allows  entities to continue to apply the  provisions  of APB Opinion No. 25 and
provide pro forma net income and pro forma  earnings per share  disclosures  for
employee stock option grants as if the  fair-value-based  method defined in SFAS
No. 123 has been  applied.  The  Company  has  elected to  continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions
of SFAS No. 123.

Recent Pronouncements

The FASB recently issued Statement No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement
No. 133". The Statement defers for one year the effective date of FASB Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
rule now will apply to all fiscal quarters of all fiscal years beginning after
June 15, 2000. In June 1998, the Financial Accounting Standards Board issued
SFAS No. 133 - "Accounting for Derivative Instruments and Hedging Activities"
which is effective for fiscal quarters beginning after June 15, 1999. This
statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. This statement amends SFAS No. 52 - "Foreign
Currency Translation", and supersedes SFAS No. 80 - "Accounting for Future
Contracts", No. 105 - "Disclosure of Information about Financial Instruments
with Off-Balance-Sheet Risk and Financial Instruments with Concentration of
Credit Risk", No. 107 - "Disclosure about Fair Value of Financial Instruments".
The Company adopted SFAS No. 133 in fiscal 2000. The adoption of SFAS No. 133
did not have a significant impact on the Company.

In December  1999,  the SEC issued Staff  Accounting  Bulletin No. 101,  Revenue
Recognition  in Financial  Statements,  ("SAB 101").  SAB 101 requires that four
basic  criteria must be met before  revenue can be  recognized:  (1)  persuasive
evidence of an  arrangement  exists,  (2) delivery has occurred or services have
been rendered, (3) the fee is fixed and determinable,  and (4) collectibility is
reasonably assured. The SEC delayed the required  implementation date of SAB 101
by issuing Staff Accounting Bulletins No. 101A, "Amendment:  Revenue Recognition
in Financial  Statements" and 101B,  "Second Amendment:  Revenue  Recognition in
Financial Statements" in March and June 2000, respectively. As a result, SAB 101
will not be effective for the Company until the quarter ended June 30, 2001. The
Company  believes  the  adoption of SAB 101 will not be material to the earnings
and financial position of the Company.

In  March  2000,   the  Financial   Accounting   Standards   Board  issued  FASB
Interpretation  No. 44,  "Accounting  for Certain  Transactions  Involving Stock
Compensation,  an  Interpretation  of APB Opinion No. 25". With the exception of
certain  provisions that required earlier  application,  this  interpretation is
effective for all applicable  transactions  beginning July 1, 2000. The adoption
of  this  interpretation  did  not  have a  material  impact  on  the  Company's
consolidated financial statements



                                       F-9
<PAGE>


                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                December 31, 2000





NOTE 2 - PROPERTY AND EQUIPMENT

At December 31, 2000, property and equipment and related accumulated
depreciation consisted of the following:

Furniture and fixtures                          $        12,036
Machinery and Equipment                                  48,493
Displays                                                103,679
Leasehold Improvements                                    9,153
                                                  ---------------
                                                        173,361

Less: Accumulated depreciation                          (46,776)
                                                  ---------------

Total                                           $       126,585
                                                  ===============

For the years ended December 31, 2000 and 1999, depreciation expense amounted to
$30,509 and $16,207, respectively.


NOTE 3 - NOTES PAYABLE

The Company has a note payable to an unaffiliated third party. The note is
non-interest bearing, non-collateralized, and due on April 1, 2000. As of
December 31, 2000, 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. The value of the consideration, $40,000 based on the fair value
price per share of $.80, was reflected as interest expense and charged to
operations in the year ended December 31, 1999. If the note is not repaid on
April 1, 2000, a penalty of 50,000 shares per month shall be paid to the third
party. During the quarter ended June 30, 2000, the Company issued 150,000 shares
of common stock in accordance with this note agreement. These shares were valued
at fair value of $.50 per share. During the quarter ended September 30, 2000,
the Company issued 150,000 shares of common stock in accordance with this note
agreement. These shares were valued at fair value of approximately $.40 per
share. As of May 1, 2001, the note had not been repaid. No additional shares
were issued during the quarter ended December 31, 2000. Interest has been
imputed on this note at 12% per annum.

On July 10, 2000, the Company signed a convertible debenture and borrowed
$27,826 from a third party. The entire outstanding debt plus interest
aggregating $65,000 shall be due and payable on October 10, 2000. The aggregate
debt amounting to $65,000 shall be convertible, upon default, at the option of
the lender, into shares of the Company's common stock. On September 22, 2000,
the third party converted the entire debenture into 226,087 shares of common
stock at a conversion price of $.285, which represents fair value.

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 shall be due and payable on March 7, 2001.
The aggregate debt shall be 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 May 1, 2001, this note had not been repaid.

On November 28, 2000, the Company signed a note with a bank. The note amounting
to $75,298 at December 31, 2000 is payable in 60 monthly installments of $1,742
including interest at prime plus 3.28% per annum (12.78% on December 31, 2000).
The note is payable on or before January 16, 2005. Certain equipment
collateralizes the 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, 2000, the line of credit
balance was $25,000.




                                      F-10
<PAGE>


                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                December 31, 2000


The Company has notes payable to two individuals.  These notes bear interest  at
prime plus 2% (11.5% at December 31, 2000) are non-collateralized, and are
payable on demand.  As of December 31, 2000, notes payable to these individuals
amounted to $40,602.

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 and is payable in full on February 15, 2001.  The Company is currently in
default on this note.

NOTE 4 - ACQUISITIONS

During January 2000, the Company acquired 100% of the outstanding stock of Digi
of Fort Lauderdale, Inc. in exchange for 33,000 shares of Company stock with a
fair value of $26,400. The Company accounted for this acquisition using the
purchase method of accounting. The purchase price equaled the fair value of net
liabilities assumed. The results of operations of Digi of Fort Lauderdale, Inc.
are included in the accompanying financial statements from January 1, 2000
(effective date of acquisition) to June 30, 2000. Digi of Fort Lauderdale, Inc.
commenced operations subsequent to June 30, 1999. Therefore, unaudited pro forma
consolidated results of operations have not been presented. On July 1, 2000, the
Company sold 50% of its interest in Digi of Fort Lauderdale, Inc. to a third
party and entered into a joint venture agreement. As consideration, the sum of
$20,000 shall be paid to the Company. The purchaser surrendered to the Company
10,000 shares of the Company's stock to be held in the third party's name for
nine months. The common shares may be sold by the Company at a value of $2.00
per share any time prior to the last day of the ninth month.

On May 15 2000, the Company acquired 100% of the outstanding stock of Peerless
Solutions, Inc. (Peerless) in exchange for 350,000 shares of Company stock with
a fair value of $175,000. As part of the acquisition, Peerless changed its name
to DIGI eSolutions, Inc. (eSolutions). In addition to these shares, the Peerless
shareholders shall be entitled to receive from the Company no later than June
30, 2003, his or her proportionate shares of contingent shares of common stock
of the Company. Said shares shall bear a restrictive Rule 144 legend according
to the Securities Act of 1933. The number of contingent shares is determined by
dividing the Contingent Sum by the Stipulated Value. The Contingent Sum is equal
to Five (5) times the average annual net earnings of DIGI eSolutions determined
for each of the following thirteen (13) and twelve (12) month periods beginning
on May 1, 2000 and ending on May 31, 2003. Peerless provides businesses with a
wide range of e-commerce services including development of business to business
applications, state of the art web technology and staff augmentation services.
The Company 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 has been applied to goodwill and is being
amortized on a straight-line basis over 10 years.

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. These shares
bear a restrictive Rule 144 legend according to the Securities Act of 1933.
ePublishing is a concept company that will 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 but currently
has a website under construction. The excess has been applied to goodwill and is
being amortized on a straight-line basis over 10 years. In December 31, 2000,
the Company abandoned its plans for this company. Accordingly, the Company wrote
off all goodwill associated with this acquisition amounting to $120,000 in the
current period.

NOTE 5 - MARKETABLE EQUITY SECURITIES

Marketable equity securities are classified into one of three categories:
trading, available-for-sale, or held-to-maturity. Trading securities are
acquired and held principally for the purpose of selling them in the near term.
Held-to-maturity securities are those securities that the Company has the
ability and intent to hold to maturity. All other securities not included in the
trading and held-to-maturity categories are available-for-sale securities.
Management determines the appropriate classifications of marketable equity
securities at the time they are acquired and evaluates the continuing
appropriateness of the classification at each balance sheet date. At December
31, 2000, the Company held only available-for-sale securities, which are
reported at fair value with unrealized gains and losses excluded from earnings
and reported as a separate component of stockholders' deficit. As of December
31, 2000, the Company recorded an unrealized loss on marketable equity
securities of $22,000.

                                      F-11
<PAGE>


                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                December 31, 2000


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, 2000, the Company had elected to carry forward net
operating losses for federal and state income tax purposes of approximately
$680,000 that are available to reduce future taxable income through 2014. As
utilization of such operating losses for tax purposes is not assured, the
deferred tax asset has been fully reserved through the recording of a 100%
valuation allowance. These operating losses may be limited to the extent an
"ownership change" occurs.

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

                                                 2000                 1999
                                           ---------------      ---------------

Tax benefit computed at statutory rates     $     (536,000)      $     (262,000)

Income tax benefit not utilized                    536,000              262,000
                                           ---------------       --------------


    Net income tax benefit                  $            -       $            -
                                           ===============       ==============

The components of the deferred tax asset as of December 31, 2000 are as follows:

                                                             2000
                                                       -----------------
Deferred Tax Asset:
 Net Operating Loss Carryforward                         $     798,000

 Less: Valuation Allowance                                    (798,000)
                                                       -----------------

   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 f the Company. The advances are non-interest bearing and are
payable on demand. At December 31, 2000, advances to these officers amounted to
$7,469.

Due to Related Party

An officer of the Company advanced the Company funds for operations. At December
31, 2000, the Company owed this officer $25,493. These amounts are non-interest
bearing, non-collateralized, and are payable on demand.

Other

The Company had sales to a company related through common ownership amounting to
approximately $20,000 for the year ended December 31, 1999.



                                      F-12
<PAGE>


                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                December 31, 2000


NOTE 8 - STOCKHOLDERS' EQUITY

Preferred Stock

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

Common Stock

During March 1998, the Company issued 5,000,000 shares of its $.001 par value
common shares for $5,000.

During March 1998, the Company granted options to three officers to acquire an
aggregate of 4,500,000 restricted shares of common stock at an exercise price of
$.80 per share. The options have been granted to these officers at a price equal
to the market value of the shares at date of grant, become exercisable in five
annual installments of 900,000 shares beginning on February 28, 2000, and expire
not more than seven years after the date of grant. The fair value of the option
grant was estimated on the date of grant using the Black-Scholes option-pricing
model with the following assumptions: dividend yield of 0%; expected volatility
of 100%; risk-free interest rate of 5.5%, and an expected live of 7 years. The
fair value of options granted was minimal.

During January 1999, the Company issued 250,300 shares of common stock at a
price of $0.50 per share in accordance with Rule 504 under Regulation D
promulgated under the Securities Act of 1933 for net proceeds of $125,150 to be
used for the operations of the Company.

During February and March 1999, the Company issued 279,360 and 13,000 shares of
common stock at a fair value price of $2.50 per share in accordance with Rule
504 under Regulation D promulgated under the Securities Act of 1933 for net
proceeds of $614,525 used for the operations of the Company and services
amounting to $32,500, respectively. As of December 31, 1999, the Company had a
subscription receivable amounting to $7,500 of which the balance was collected
subsequent to the period.

During the year ended December 31, 1999, the Company recorded officers'
compensation expense of $60,000 relating to services donated to the Company.

During March 1999, the Company issued 12,000 shares of restricted common stock
in exchange for professional services rendered. These shares were valued at
approximately $.50 per share, the fair value, and charged to operations.

During June 1999, the Company issued 20,000 shares of restricted common stock in
exchange for professional services rendered. These shares were valued at
approximately $.10 per share, the fair values, and charged to operations.

During July 1999, the Company issued 40,000 shares of restricted common stock
for proceeds of $25,000.

During November 1999, the Company issued 5,000 shares of restricted common stock
for proceeds of $5,000.

During December 1999, the Company issued 87,425 shares of restricted common
stock in exchange for professional and employee services rendered. These shares
were valued at approximately $.80 per share, the fair value, and charged to
operations.

During December 1999, the Company issued 50,000 shares of restricted common
stock in connection with a note payable. These shares were valued at
approximately $.80 per share, the fair value.

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

                                      F-13
<PAGE>


                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                December 31, 2000

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

During January 2000, the Company issued 80,000 shares of restricted common stock
for $20,000 in cash and marketable equity securities with a fair market value of
$24,000.

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

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

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

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

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

During July 2000, the Company issued 32,000 shares of common stock in exchange
for professional services rendered. These shares were valued at a fair value of
$.50 per share and charged to operations.

During August 2000, the Company issued 11,500 shares of restricted common stock
in exchange for professional services rendered. These shares were valued at a
fair value $.40 per share and charged to operations.

During August 2000, the Company issued 150,000 shares of restricted common stock
as payment of interest expense on a note payable. These shares were valued at
approximately $.40 per share, the fair values and charged to operations.

During August 2000, the Company issued 78,800 shares of restricted common stock
for proceeds of $19,700.

On August 24, 2000, the Company acquired 100% of ePublishing, Inc. in exchange
for 300,000 restricted shares of common stock. These shares were valued at a
fair value of $.40 per share.

On August 28, 2000, the Company issued 62,500 restricted shares of its common
stock in full satisfaction of certain indebtedness amounting to $25,000. These
shares were valued at approximately $.40 per share, the fair values.

On September 22, 2000, the Company issued 226,087 restricted shares of its
common stock in full satisfaction of certain indebtedness amounting to $65,000.
These shares were valued at approximately $.285 per share, the fair value.

On September 30, 2000, the Company issued 759,215 restricted shares of its
common stock in full satisfaction of accrued salaries amounting to $288,502.
These shares were valued at approximately $.38 per share, the fair value.

During October 2000, the Company issued 15,000 shares of common stock in
exchange for professional services rendered. These shares were valued at $.21
per share, the fair values, and charged to operations.

The Company has reserved 310,650 shares of common stock in the name of a vendor
as collateral for an accounts payable balance amounting to approximately
$255,000 as of September 30, 2000.

NOTE 9 - SEGMENT INFORMATION

The Company operates in two reportable business segments - (1) sale of trade
show displays and graphics, and (2) e-commerce services including development of
business to business applications, state of the art web technology and staff
augmentation services. The Company's reportable segments are strategic business
units that offer different products. They are managed separately based on the
fundamental differences in their operations.

                                      F-14


<PAGE>

                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                December 31, 2000

Information with respect to these reportable business segments for the year
ended December 31, 2000 is as follows:

                                    For the Year Ended December 31, 2000
                             ----------------------------------------------
                                Trade Show
                               Displays and     E-commerce    Consolidated
                                 Graphics       Solutions        Total
                             ---------------------------------------------

Net Sales                     $   704,892     $   429,488     $ 1,134,380
Costs and Operating Expenses    2,072,883         466,104       2,538,987
Interest Expense                  161,005            -            161,005
                             ---------------  -------------- -------------

Net Loss                      $(1,528,996)    $   (36,616)    $(1,565,612)
                             ===============  ============== =============








                                      F-15
<PAGE>



                  DYNAMIC IMAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                December 31, 2000

NOTE 7 - 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. The base salary shall increase not less than 10% of the
previous years base salary. The officers agreed to waive their respective
salaries until February 27, 1999. 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 (See Note
8). 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.

Operating Lease

The Company leases office space in Fort Lauderdale, Florida pursuant to
operating leases. The leases generally provide for fixed monthly rental payments
aggregating approximately $4,800 plus sales tax through July 2001. The Company
has the option of renewing these leases for up to three years. For the years
ended December 31, 2000 and 1999, rent expense amounted to $93,689 and
$72,618, respectively.

At December 31, 2000, the future minimum annual rental payment under the
non-cancelable operating lease is as follows:

    Year
    2001                                      $        21,450












                                      F-16