<PAGE>

================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                 FORM 10-KSB/A
                            ------------------------

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                          COMMISSION FILE NO. 0-12850

                    DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
                (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)



              DELAWARE                                      13-3152648
  (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
         6416 VAIEL AVENUE
    WOODLAND HILLS, CALIFORNIA                                 91367
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)


        ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 381-2700

   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE

     SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:

 REDEEMABLE COMMON STOCK PURCHASE WARRANTS, AND COMMON STOCK, $0.01 PAR VALUE
                               (TITLE OF CLASS)

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

     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.  [ ]

     The issuer's revenues for the fiscal year ended December 31, 2000 were
$21,049,928.

     At April 24, 2001, the issuer had 19,095,948 shares of Common Stock, $0.01
par value per share issued and outstanding.

     The aggregate market value of the outstanding voting and non-voting common
equity held by non-affiliates of the issuer computed by reference to the average
bid and asked price of such common equity as of April 24, 2001 was $1,145,757.

                      DOCUMENTS INCORPORATED BY REFERENCE

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

================================================================================
<PAGE>

                                   PART III

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

INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth certain information with respect to the
Directors and executive officers of the Company as of April 24, 2001.

                       EXECUTIVE OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>

                                                               YEAR
                                                               FIRST
                                                              ELECTED
                                                   AGE AT       OR
                                                  April 24,   APPOINTED
 NAME                                                2001     DIRECTOR  PRINCIPLE OCCUPATION
 ----                                             ---------  ---------  --------------------
<S>                                               <C>        <C>        <C>
DIRECTORS
Robert H. Gurevitch                                   59       1996     MR. GUREVITCH has been Chairman of the
                                                                        Board, Chief Executive Officer and President
                                                                        of the Company since March 1996, and was
                                                                        appointed Secretary of the Company in
                                                                        February 1997. Mr. Gurevitch founded Dental
                                                                        Medical Diagnostic Systems, LLC ("DMD") in
                                                                        October 1995 and was its Chief Executive
                                                                        Officer until it was acquired by the
                                                                        Company. From November 1994 until February
                                                                        1995, Mr. Gurevitch served as Chief
                                                                        Executive Officer of Dycam, Inc., a
                                                                        manufacturer and marketer of digital
                                                                        cameras. From 1987 until his retirement in
                                                                        August 1993, Mr. Gurevitch served as Chief
                                                                        Executive Officer and Chairman of the Board
                                                                        at New Image Industries, Inc. ("New Image"),
                                                                        a manufacturer and distributor of intraoral
                                                                        cameras.
Marvin H. Kleinberg                                   73       1996     MR. KLEINBERG has been a Director of the
                                                                        Company since March 1996. Mr. Kleinberg is a
                                                                        founding partner of the law firm Kleinberg &
                                                                        Lerner, LLP, and has been a member of that
                                                                        law firm and its various predecessors since
                                                                        1980. Mr. Kleinberg has practiced in the
                                                                        area of intellectual property law since
                                                                        1954. Mr. Kleinberg serves as an adjunct
                                                                        lecturer in Patent Law at the Franklin
                                                                        Pierce Law Center and is on the advisory
                                                                        council of the PTC Foundation, which
                                                                        publishes "IDEA."
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                                               YEAR
                                                               FIRST
                                                              ELECTED
                                                   AGE AT       OR
                                                  April 24,   APPOINTED
 NAME                                                2001     DIRECTOR  PRINCIPLE OCCUPATION
 ----                                             ---------  ---------  --------------------
<S>                                               <C>        <C>        <C>
Jack D. Preston                                      67        1997     DR. PRESTON has been a Director of the
                                                                        Company since February 1997. From February
                                                                        1997 through December 1998, he served as a
                                                                        consultant to the Company. Since January
                                                                        1999, he has served as the Executive Vice
                                                                        President of Product Development for the
                                                                        Company. Dr. Preston has been The Don and
                                                                        Sybil Harrington Foundation Professor of
                                                                        Esthetic Dentistry at the University of
                                                                        Southern California School of Dentistry
                                                                        since 1979 where he was also the Chairman of
                                                                        the Department of Oral and Maxillofacial
                                                                        Imaging and the director of Informatics. Dr.
                                                                        Preston is also currently a Diplomat of the
                                                                        American Board of Prosthodontics. Dr.
                                                                        Preston is an international lecturer on
                                                                        various aspects of dentistry, an author of
                                                                        three textbooks and numerous articles and
                                                                        invited chapters, and is widely considered
                                                                        to be a leading expert on current and future
                                                                        applications of computer technology in
                                                                        dentistry.
John A. Khademi                                      38        1999     DR. KHADEMI has been a Director of the
                                                                        Company since March 1999. Dr. Khademi has
                                                                        served as a consultant to the Company since
                                                                        December 1998. He has had his own practice,
                                                                        which is limited to Endodontics, since 1994.
                                                                        Also since 1994, Dr. Khademi has been an
                                                                        Associate Clinical Professor for the
                                                                        Department of Maxillofacial Imaging, and a
                                                                        Co-Director of Dental Informatics, at the
                                                                        USC School of Dentistry. He has a
                                                                        Certificate in Endodontics and a Masters in
                                                                        Digital Imaging.
</TABLE>

     The Directors hold office until the Annual Meeting of Stockholders next
following their election and/or until their successors are elected and
qualified. Officers are elected by the Board of Directors and serve at the
discretion of the Board.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act requires the Company's
executive officers, Directors and persons who 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 ("SEC").
Executive officers, Directors and greater-than-ten-percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file with the SEC. Based solely on its review of the copies of
such forms received by it and written representations from certain reporting
persons that they have complied with the relevant filing requirements, the
Company believes that during the year ended December 31, 2000, all relevant
Section 16(a) filing requirements were complied with. The Company has received
no other information with respect to any required filings by its executive
officers, Directors, and/or any greater-than-ten-percent stockholders of any
class of its securities.
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

     Effective April 1997, the Company agreed to compensate each of its
Directors who are not Officers of, or otherwise employed by, the Company
("Independent Directors") in the form of a $500 fee for their personal
attendance at formal meetings of the Board of Directors. No compensation is paid
for telephonic meetings. No payments were made to the Directors, as a group, for
Board meeting attendance in 2000. In addition, the Company pays all expenses
incurred by its Directors for travel, etc. which are directly related to Company
business and are within the scope of their positions with the Company, and
grants options to each of its Directors, as compensation for serving as
Directors.

EXECUTIVE COMPENSATION

     The following table sets forth information concerning the compensation paid
by the Company during the last three fiscal years to Robert H. Gurevitch, the
principal executive officer of the Company, to each of the Company's most highly
compensated executive officers whose salary and bonus exceeded $100,000 during
such year, and to other significant employees.

                          SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>


                                                                                                    LONG TERM COMPENSATION
                                                                                              -----------------------------
                                                          ANNUAL COMPENSATION                       AWARDS         PAYOUTS
                                            ------------------------------------------------  -------------------  --------
                                                                        OTHER                   SECURITIES                  ALL
                                                                       ANNUAL      RESTRICTED   UNDERLYING      LTIP       OTHER
                                                SALARY      BONUS   COMPENSATION     STOCK      OPTIONS/SARS   PAYOUTS  COMPENSATION
 NAME AND PRINCIPAL POSITION          YEAR        ($)        ($)        (2)         AWARD(S)        (#)          ($)        ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>          <C>    <C>            <C>          <C>            <C>      <C>
Robert H. Gurevitch(1)........        2000      $250,000      --         --            --               --       --          --
  Chairman of the Board of            1999      $300,789      --         --            --           50,000       --          --
  Directors, Chief Executive          1998       286,000      --         --            --           40,000       --          --
  Officer, President and
  Secretary

Dr. Jack P. Preston(3)........        2000      $140,000      --         --            --               --       --          --
  Director, Executive Vice
  President                           1999      $197,950                                            25,000



Irwin Zucker(1)(5)............        2000      $ 22,500      --         --            --               --       --          --
  Chief Operating

Stephen F. Ross(4)............        2000      $170,000      --         --            --           20,000       --          --
  Chief Financial Officer             1999      $149,520      --         --            --           30,000       --          --
                                      1998        51,823                                            35,000
</TABLE>
---------------
(1) For a description of employment agreements between these executive officers
    and the Company, see "Employment Agreements with Executive Officers" below
    this table.

(2) Certain of the officers of the Company routinely receive other benefits from
    the Company, including travel reimbursement, the amounts of which are
    customary in the industry. The Company has concluded, after reasonable
    inquiry, that the aggregate amounts of such benefits during fiscal 1999, did
    not exceed the lesser of $50,000 or 10% of the compensation set forth above
    as to any named individual.

(3) Dr. Preston was appointed to the position of Executive Vice President
    effective January 4, 1999. Dr. Preston was laid off in March 2001.

(4) Mr. Ross was appointed Chief Financial Officer in July 1998. Effective
    January 1, 2000, Mr. Ross' annual salary was ncreased to $190,000, and then
    reduced to $150,000 in June 2000. Mr. Ross was laid of in April 2001.

(5) Mr. Zucker was appointed Chief Operating Officer in October 2000.  Mr.
    Zucker was laid off in April 2001.
<PAGE>

EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS

     The Company and Mr. Gurevitch have entered into an agreement whereby Mr.
Gurevitch has agreed to serve as Chairman of the Board of Directors and Chief
Executive Officer of the Company until September 30, 2003. Mr. Gurevitch's
agreement provides for compensation including salary at a minimum annual base
compensation rate of $298,000, adjusted pursuant to the Consumer Price Index
annually starting July of 2000, a car allowance and life insurance policy
payable to Mr. Gurevitch's estate and a standard benefits package. This base
compensation was reduced to $250,000 in 2000.  Pursuant to the terms of his
agreement, Mr. Gurevitch may not have any ownership interest, or participate in
any way, in any venture which competes with the Company for a period of three
"years after the termination of the agreement; provided, however, that the
Company must pay Mr. Gurevitch a fee of $100,000 annually for each of the three
years in consideration for this non-competition agreement.

OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth certain information regarding grants of
stock options made during the fiscal year ended December 31, 1999 to the
executive officers named in the Summary Compensation Table ("Named Executive
Officers"). The Company did not grant any stock appreciation rights in 2000.

                             OPTION GRANTS IN 2000

<TABLE>
<CAPTION>


                             NUMBER      PERCENT OF TOTAL
                               OF        OPTIONS GRANTED
                           SECURITIES    TO EMPLOYEES IN
                           UNDERLYING   FISCAL YEAR ENDED     EXERCISE OR   MARKET PRICE
                            OPTIONS        DECEMBER 31,          BASE         ON DATE       EXPIRATION
NAME                        GRANTED           2000           PRICE ($/SH)    OF GRANT         DATE
                           ----------   ----------------     ------------   ------------    ----------
<S>                        <C>           <C>                 <C>            <C>             <C>
Robert H. Gurevitch..          --              --                  --           *                --
Dr. Jack Preston.....          --              --                  --           *                --
Irwin Zucker.........          --              --                  --           *                --
Stephen F. Ross......      20,000           13.03%              $1.18           *        06/13/2010
</TABLE>

---------------
*  Unless otherwise indicated, all options were granted at fair market value on
   the date of grant in accordance with the Company's 1997 Stock Incentive Plan.
   Fair market value is the average of the bid and asked price for the Common
   Stock on the trading day prior to grant on the Nasdaq SmallCap Market

     The following table sets forth, for those Named Executive Officers who held
stock options at fiscal year end, certain information regarding the number of
shares of Common Stock underlying stock options held at fiscal year end, and the
value of options held at fiscal year end based upon the closing market price of
the Common Stock at December 31, 2000 on the Nasdaq SmallCap Market.

                AGGREGATED FISCAL YEAR END OPTION EXERCISES AND
                         FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                                                                               NUMBER OF SECURITIES
                                                                                     UNDERLYING          VALUE OF UNEXERCISED
                                  SHARES                                       UNEXERCISED OPTIONS AT            OPTIONS
                                ACQUIRED ON             VALUE                    DECEMBER 31, 2000         AT DECEMBER 31, 2000
                                 EXERCISE             REALIZED           ----------------------------  --------------------------
        NAME                      (#)(1)               ($)(1)             EXERCISABLE   UNEXERCISABLE  EXERCISABLE  UNEXERCISABLE
        ----                 ---------------      ----------------      --------------  -------------  -----------  -------------
<S>                          <C>                  <C>                   <C>             <C>            <C>          <C>
Robert H. Gurevitch.........        --                      --                61,120         84,000          --           --
Dr. Jack Preston............        --                      --                41,000         20,000          --           --
Irwin Zucker ...............        --                      --                    --             --          --           --
Stephen F. Ross.............        --                      --                27,000         58,000          --           --
</TABLE>

---------------
(1) No options were exercised in fiscal year 2000.
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of April 24, 2001 certain information
relating to the ownership of each series of the Company's equity securities
by(i) each person known by the Company to be the beneficial owner of more than
5% of the outstanding shares of the class of equity security, (ii) each of the
Company's Directors, (iii) each of the Company's Named Executive Officers,
and(iv) all of the Company's executive officers and Directors as a group. Except
as may be indicated in the footnotes to the table and subject to applicable
community property laws, each of such persons has the sole voting and investment
power with respect to the shares owned. Unless otherwise indicated, the address
for each of the principle stockholders is c/o Dental/Medical Diagnostic Systems,
Inc., 6416 Variel Avenue Woodland Hills, California 91367.

<TABLE>
<CAPTION>
                                                                                            Number of Shares
Title of Class       Name                                                           Beneficially Owned(1)       Percentage(1)
--------------       -----                                                          ---------------------       -------------
<S>                  <C>                                                            <C>                    <C>
Common Stock         Robert H. Gurevitch(2)....................................                   786,358         4.1%
Common Stock         Marvin H. Kleinberg(3)....................................                    27,520           *
Common Stock         Jack D. Preston(4)........................................                    53,500           *
Common Stock         Stephen F. Ross(5)........................................                    31,000           *
Common Stock         John A. Khademi(6)........................................                    24,390           *
Common Stock         Stephen D. Weinress(7)....................................                   552,457           *
Common Stock         Irwin Groner                                                                     ---
Common Stock         AMRO International, S.A.(8)...............................                 3,170,752        16.3%
                       Grossmuensterplatz 6, Zurich, CH 8022 Switzerland
Common Stock         Esquire Trade & Finance, Inc.(9)                                             572,044         3.0%
                       P.O. Box 2154, Baar, CH 6342 Switzerland
Common Stock         Austinvest Anstalt Balzers(10)............................                   689,861         3.6%
                       Landstrasse 938, 9494 Furstenturns, Balzers, Liechtenstein
Common Stock         All Officers and Directors as a Group (7 Persons)(11).....                 1,475,225         7.5%
</TABLE>
__________
* Less than one percent.

(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under
    the Exchange Act. Pursuant to the rules of the Securities and Exchange
    Commission, shares of Common Stock which an individual or group has a right
    to acquire within 60 days pursuant to the exercise of options or warrants
    are deemed to be outstanding for the purpose of computing the percentage
    ownership of such individual or group, but are not deemed to be beneficially
    owned and outstanding for the purpose of computing the percentage ownership
    of any other person shown in the table.

(2) Includes 33,120 shares of Common Stock underlying options which were
    exercisable on or which will become exercisable within 60 days of April 1,
    2001.

(3) Includes 23,520 shares of Common Stock underlying options which were
    exercisable on or which will become exercisable within 60 days of April 1,
    2001.

(4) Includes 41,000 shares of Common Stock underlying options which were
    exercisable on or which will become exercisable within 60 days of April 1,
    2001.

(5) Includes 27,000 shares of Common Stock underlying options, and 4,500 shares
    of Common Stock underlying warrants, which were exercisable on or which will
    become exercisable within 60 days of April 1, 2001.

(6) Includes 16,890 shares of Common Stock underlying options which were
    exercisable on or which will become exercisable within 60 days of April 1,
    2001.

(7) Includes a 92,697 warrants to purchase shares of common stock at $0.89 per
    share and 339,640 warrants to purchase common stock at $l.67 per share owned
    by L.H. Friend Weinress, Frankson & Presson, LLC, and 90,090 shares of
    Common Stock and 30,030 warrants to purchase shares of Common Stock at $2.22
    per share owned by the Weinress Group.  The Weinress Group is controlled by
    Stephen Weinress, the Vice-Chairman of L.H. Friend and a Director of the
    Company.
<PAGE>

(8)  Includes 2,856,752 shares of Common Stock and 314,000 shares of Common
     Stock underlying warrants, which were exercisable on or which will become
     exercisable within 60 days of April 1, 2001.

(9)  Includes 459,044 shares of Common Stock and 113,000 shares of Common Stock
     underlying warrants, which were exercisable on or which will become
     exercisable within 60 days of April 1, 2001.

(10) Includes 576,861 shares of Common Stock and 113,000 shares of Common Stock
     underlying warrants, which were exercisable on or which will become
     exercisable within 60 days of April 1, 2001.

(11) Includes 141,530 shares of Common Stock underlying options, and 462,367
     shares of Common Stock underlying warrants, which were exercisable on or
     which will become exercisable within 60 days of April 1, 2001.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In October 1996, the Company entered into an agreement with Boston
Marketing Company, Ltd. ("Boston Marketing") pursuant to which the Company
obtained worldwide marketing rights in the dental market for the CCU processor
and the CCD chip (together, a "Teli Unit") used in the Company's TeliCam System
as well as the right to use the "TeliCam" trademark. At the time the Company
entered into this agreement, Hiroki Umezaki was an officer, Director and
principal stockholder of the Company and is a substantial stockholder and the
President of Boston Marketing. Mr. Umezaki is no longer an affiliate or a
Director of the Company. At December 31, 2000, the Company owed no moneys to
Boston Marketing in connection with Teli Units purchased by the Company prior to
that date. During the year ended December 31, 1999, the Company purchased 2,263
Teli Units at an aggregate cost of $1,577,149 from Boston Marketing.

     The Company also has an agreement with Mr. Umezaki pursuant to which he
receives a 15% commission on all sales made by the Company in Asia, except Japan
in which his commission is 12%. Mr. Umezaki earned approximately $450,000 in
commissions for the year ended December 31, 2000.

     During the fiscal year ended December 31, 1999, the Company purchased fewer
than 2,500 units under its distribution agreement with Boston Marketing. Boston
Marketing has refused to accept a subsequently placed order. On April 7, 2000
Boston Marketing filed suit in Los Angeles Superior Court alleging breach of
contract and seeking unspecified damages. The Company is investigating the
allegations and intends to defend the action vigorously believing that it has
meritorious defenses to this suit. Management has obtained other CCD chips,
CCU processors and frame grabbers from third-party suppliers on comparable
Terms.

     On May 27, 1997, the Company loaned approximately $126,000 to Dewey
Perrigo, an officer of the Company, and Andrea Niemiec-Perrigo, who was then an
employee but who is no longer employed by the Company, for the purposes of
buying a home. The Promissory Notes evidencing such loan bear interest at prime
plus .25% (8.0%) at December 31, 1999 and are due and payable on November 30,
2002. On August 19, 1998, a principal payment of $56,000 and an interest payment
of $6,152 were made leaving a loan balance of $70,000. The remaining balance has
been subsequently forgiven, with a write-off recorded within the Company's
financial statements.

     The Company has adopted a policy whereby all future transactions between
the Company and its officers, Directors, principal stockholders or affiliates
will be approved by a committee of the Board of Directors, a majority of the
members of which will be independent Directors, or, if required by law, a
majority of disinterested Directors, and will be on terms no less favorable to
the Company than could be obtained in arm's length transactions from
unaffiliated third parties.
<PAGE>

                                  SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10KSB/A
to be signed on its behalf by the undersigned thereunto duly authorized in the
City of Los Angeles and State of California on the 25th day of April, 2001.

                                    DENTAL/MEDICAL DIAGNOSTIC
                                    SYSTEMS, INC.

                                    By: /s/   ROBERT H. GUREVITCH
                                        -------------------------------------
                                              Robert H. Gurevitch
                                        Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Report has been signed below by the following persons in the capacities and
on the date indicated:

<TABLE>
<CAPTION>

DATE                       SIGNATURE                                       TITLE
----                       ---------                                       -----
<S>                    <C>                                        <C>
April 25, 2001               *                                    Chairman, Chief Executive
---------------------------------------------------------          Officer, and Director
                      Robert H. Gurevitch


April 25, 2001               *                                    Executive Vice-President
---------------------------------------------------------          and Director
                      Jack D. Preston


April 25, 2001               *                                    Chief Financial Officer,
---------------------------------------------------------          Principal Accounting Officer


April 25, 2001               *
---------------------------------------------------------         Director
                        Stephen F. Ross


April 25, 2001               *
---------------------------------------------------------         Director
                      Marvin H. Kleinberg


April 25, 2001               *
---------------------------------------------------------         Director
                      John A. Khademi

     *By: /s/ ROBERT H. GUREVITCH
--------------------------------------------------------
       Robert H. Gurevitch
        Attorney-in-Fact
</TABLE>