SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                     For the fiscal year ended June 30, 2002

                                       or

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

     For the transition period from __________ to __________

                        Commission file number: 001-10196

                        DIMENSIONAL VISIONS INCORPORATED
           (Name of Small Business Issuer as specific in its Charter)

                Delaware                                         23-2517953
    (State or Other Jurisdiction of                           (I.R.S. Employer
     Incorporation or Organization)                          Identification No.)

12070 N. 134th Way, Scottsdale, Arizona                            85259
(Address of Principal Executive Offices)                         (Zip Code)

         Issuer's telephone number, including area code: (480) 699-7778

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

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

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

     Indicate  by check  mark  whether  the  issuer  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months  (or for such  shorter  periods  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 [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained herein,
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. Yes [X] No [ ]

     For the  fiscal  year  ended  June 30,  2002,  the  Company's  revenue  was
$131,946.

     As of September 10, 2002, the number of shares of Common Stock  outstanding
was 63,959,010. The aggregate market value of the Company's Common Stock held by
non-affiliates  of the  registrant as of September 10, 2002,  was  approximately
$88,228 (based upon 29,409,366 shares at $.003 per share).

                       DOCUMENTS INCORPORATED BY REFERENCE

     The  following  documents  are  incorporated   herein  by  reference:   (i)
Registration  Statement  on Form SB-2  dated  June 19,  2000  (Registration  No.
333-30368);  (ii)  Registration  Statement  on Form  SB-2  dated  July 10,  2001
(Registration No. 333-56804); and (iii) Amendment No. 1 to Annual Report on Form
10-KSB, dated February 22, 2002 are incorporated in Part III, Item 13(a).
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ITEM 1   DESCRIPTION OF BUSINESS...............................................3
     General...................................................................3
     Company History...........................................................3
         Fiscal Years 1988-1994................................................3
         Fiscal Years 1995-1997................................................3
         Fiscal Years 1998-2002................................................3
         The Market............................................................4
     Production................................................................4
     Competition...............................................................5
     Patents, Trademarks and Proprietary Protection............................5
     Employees.................................................................6
     Selected Consolidated Financial Data......................................6

ITEM 2   DESCRIPTION OF PROPERTY...............................................6

ITEM 3   LEGAL PROCEEDINGS.....................................................6

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................6

ITEM 5   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTTERS................................................7

     Holders...................................................................7
     Dividends.................................................................7

ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.................................8

     Fiscal Years 2000 and 2001................................................8
         Results of Operations.................................................8
         Liquidity and Capital Resources.......................................9

ITEM 7   FINANCIAL STATEMENTS.................................................10

ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE................................10

ITEM 9   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.........11

     Indemnification of Directors and Officers................................12
     Compliance with Section 16(A) of the Exchange Act........................12

ITEM 10  EXECUTIVE COMPENSATION...............................................13

     Summary Compensation Table...............................................13

ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......14

     1996 Equity Incentive Plan...............................................15
     1999 Stock Option Plan...................................................15

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................16

ITEM 13  EXHIBITS AND REPORTS ON FORM 8K......................................16

ITEM 14  CONTROLS AND PROCEDURES..............................................17

SIGNATURES....................................................................17

                                       2
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

Dimensional   Visions   Incorporated   (the  "Company")   creates  and  delivers
3D/animated  graphics for  products,  packaging  and  marketing  communications.
However,  the Company is not actively  conducting  operations at this time.  See
"Company History-Fiscal Years 1998-2002" below.

InfoPak, Inc. is our subsidiary company, but is no longer an operating entity.

The  Company's  office and  principal  place of  business is located at 12070 N.
134th  Way,  Scottsdale,  Arizona  85259,  and its  telephone  number  is  (480)
699-7778.

COMPANY HISTORY

FISCAL YEARS 1988-1994

In 1988,  Dimensional  Visions  Group,  Ltd.  was  incorporated  in the state of
Delaware and  headquartered  in  Philadelphia,  Pennsylvania.  At that time, the
Company  created  its  three-dimensional  effects  by  building  model  sets and
photographing  these sets using a robotic controlled camera.  These photographed
images were then prepared for lithographic printing. The process utilized during
this  timeframe  was very  expensive  and  extremely  difficult to  consistently
reproduce   quality   images.   Throughout   this  period  the   Company   tried
unsuccessfully to perfect the robotic camera process.

FISCAL YEARS 1995-1997

In 1995, the Company  acquired  InfoPak,  Inc. of Phoenix,  Arizona  ("InfoPak")
which is currently our wholly owned subsidiary. InfoPak manufactures and markets
a hardware/software  package called the  "InfoPakSystem(TM)".  This system takes
existing databases and prepares them for use on a palm-top computer manufactured
by  InfoPak.  It is  particularly  useful  to  individuals  who need  access  to
information while away from a computer  terminal.  Therefore,  it is marketed to
mobile  business  professionals  in the  automobile  appraisal  and real  estate
businesses.  Automobile  appraisal guides are available on the palm-top unit for
access at automobile  auctions or at car dealership lots.  Multiple listing data
is  similarly  available  for real  estate  agents for field  access to the home
listings.

From 1995 to 1997, the Company  utilized the software  development  resources of
InfoPak to develop the  patent-pending  software and systematic  digital process
for its Living ImageTM Solutions.

FISCAL YEARS 1998-2002

In January  1998,  we moved our  headquarters  to  Phoenix,  Arizona.  Under the
leadership  of a new executive  management  team,  the Company was  restructured
including  changing our corporate name to Dimensional  Visions  Incorporated and
changing our stock  trading  symbol from DVGL to DVUI.  At the end of 1997,  the
Company  needed to complete  private  placements  of debt and equity to continue
operations.  As a  prerequisite,  our  investment  banking  firm,  Capital  West

                                       3
<PAGE>
Investment Group, required the Company to replace the upper level management and
effect a 1 for 25 reverse stock split.  During the fiscal year 2001, the Company
finalized  an equity line with Swartz  Private  Equity,  LLC to provide  funding
through the sale of the Company's common stock. The Company has the right at its
sole  discretion to put common stock to Swartz,  subject to certain  limitations
and  conditions  based upon trading  volume of the Company's  common stock.  The
Company  also  utilized  $393,000  from a line of credit from  Merrill  Lynch to
sustain operations.

During  this  timeframe,  we  sold  all of  the  original  robotic  photographic
equipment  to  concentrate  on the  new  3D/animated  graphics  (utilizing  very
high-end Intel based graphic  design  computers).  Our management  team believed
that the new  process  is much  more  cost  effective,  reproducable,  and has a
shorter  production  cycle than the  photographic  process  formerly used by the
Company.  We also  believe  that it better  meets the demands of today's  market
which requires quick turn around of products from inception to delivery.

During 2001 and early 2002, sales declined, we were unable to access the line of
financing  secured with Swartz Private Equity,  LLC, and we were unable to raise
any substantial amount of financing.  We laid off all but four employees.  Three
out of the four  remaining  employees  eventually  resigned,  leaving  only John
McPhilimy as President,  Secretary,  and Chief Financial Officer.  In June 2002,
Mr.  McPhilimy  also desired to resign and Jason M. Genet,  a consultant  to the
Company,  agreed to replace him, effective upon the appropriate SEC filings. Mr.
Genet now is our President and has hired Larry Kohler as Chief Financial Officer
and Lawrence G. Olson as Vice President and Secretary.  Our new management  team
is now  evaluating  the  Company's  assets and  prospects  and  considering  the
Company's options,  such as a sale, merger, or other business  combination.  The
Company's  financial  position  is  precarious.  Unless we are able to  generate
revenues or acquire funding to cover our present and ongoing operation costs and
liabilities,  we may not be able to continue as a going concern. The probability
of generating revenues or obtaining financing is unlikely at this time.

THE MARKET

Multi-dimensional and/or animated images are used because they combine depth and
movement to attract the  consumer's  attention and  potentially  increase  their
sales.  Our  3D/animated  graphics  can be (a)  integrated  onto  products  (for
example,   affixed  to  yearbooks,   children's  portfolio  covers,  etc.),  (b)
integrated  onto product  packaging  (for example,  affixed to cereal boxes,  CD
packages,  etc.), and (c) integrated onto marketing  communications for products
and services (for example affixed to annual reports,  etc.).  Should  management
decide to continue  to pursue this line of  business,  management  believes  the
market for our 3D/animated graphics in the United States are:

*    Specially selected Original Equipment Manufacturers;
*    Specially selected Promotional Marketing Firms; and
*    Specially selected Advertising & Graphics Design Firms (excluding radio and
     television).

PRODUCTION

Should  management  decide  to  continue  to  pursue  the  3D/animated  graphics
business,  the Company can control or supervise all phases of the  production of
3D/animated  graphics from the image  development and  computerized  enhancement

                                       4
<PAGE>
phases through the color separation and printing phases.  Images are provided by
clients  in many  formats  including  digitally  in  graphic  file  formats  and
photographically in pictures or transparencies.  Photographic images are scanned
into the computer to be modified and enhanced.  Through a  proprietary  process,
several  images are  composited  together  to  generate a final  image that will
appear as a  three-dimensional  and/or  animation  image when  viewed  through a
lenticular material.  "Lenticular" is a plastic optical material that allows the
three-dimensional  and/or  animation  image to be viewed  without the use of any
viewing  apparatus such as glasses or hoods.  The digital files are forwarded to
Travel Tags, our primary printer,  or other commercial printer,  where,  through
the lithographic  process,  the images are printed on a polymer based lenticular
material which focuses the  multi-dimensional  or animation images.  Printing is
done under the Company's  supervision.  The  lenticular  material is supplied by
producers in the petrochemical and plastic  fabricating  industries  directly to
our printer. The Company has no long-term contracts with its printers.

COMPETITION

Other  processes  currently  are  available  which allow a viewer to perceive an
image in three-dimensions, including those which employ stereoscopic glasses and
viewing hoods and other  processes,  and  holograms and other  three-dimensional
image systems which do not require the use of viewing apparatus.  The Company is
aware of at least two companies, Optigraphics, Inc. and National Graphics, Inc.,
which  compete  with our  products.  Our  products  may be more  expensive  than
conventional,  high quality,  two-dimensional  prints and for this reason,  high
quality,  conventional  processes  and methods  may be favored for many,  if not
most,  illustration and promotion  contexts.  Color  lenticular  images are less
expensive than other forms of three-dimensional prints.

PATENTS, TRADEMARKS AND PROPRIETARY PROTECTION

The Company filed a patent  application on February 15, 1999 for its 3D/animated
graphics software and print system.

The Company has received trademark registration of DV3D(R).

The Company enters into confidentiality agreements with all persons and entities
who or which may have access to our  technology.  However,  no assurance  can be
given that such agreements,  the patents,  or any additional patents that may be
issued to the Company will prevent  third  parties  from  developing  similar or
competitive technology.  There can be no assurance that the patents will provide
us with any significant competitive  advantages,  or that challenges will not be
instituted  against  the  validity  or  enforceability  of  its  patents,  or if
instituted  that  any  such  challenges  will  not be  successful.  The  cost of
litigation to uphold the validity and prevent  infringement  can be substantial.
In addition, no assurance can be given that we will have sufficient resources to
either  institute or defend any action,  suit or other  proceeding by or against
our  Company  with  respect  to any  claimed  infringement  of  patent  or other
proprietary  rights.  In the event that we should lose, in the near future,  the
protection afforded by the patents and any future patents, such event could have
a  material  adverse  effect  on our  operations.  Furthermore,  there can be no
assurance that our own technology will not infringe patent or other rights owned
by others or licenses to which may not be available to us.

                                       5
<PAGE>
EMPLOYEES

The Company has three  employees.  The Company is not a party to any  collective
bargaining agreements.  The Company considers its relations with employees to be
good.


SELECTED CONSOLIDATED FINANCIAL DATA

Set  forth  below  is  selected   financial  data  derived  from  the  Company's
Consolidated  Financial  statements,  some of  which  appear  elsewhere  in this
Report. This data should be read in conjunction with the Consolidated  Financial
statements, included elsewhere in this Report.

<TABLE>
<CAPTION>
                            Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                           June 30, 2002   June 30, 2001   June 30, 2000   June 30, 1999   June 30, 1998
                           -------------   -------------   -------------   -------------   -------------
<S>                         <C>             <C>             <C>             <C>             <C>
Operation revenue           $   131,946     $   234,347     $ 1,008,862     $   741,901     $   609,392
Net loss                    $(1,515,774)    $(1,059,775)    $(1,021,144)    $(1,465,812)    $  (421,659)
Net loss per share of
common stock                $      (.05)    $      (.11)    $      (.18)    $      (.39)    $      (.14)
Balance Sheet Data:
Working capital (deficit)   $(1,059,532)    $  (542,882)    $   205,284     $  (603,946)    $  (235,920)
Total assets                $        18     $   211,594     $   885,033     $   530,973     $   920,841
Total liabilities           $ 1,059,550     $   597,168     $   519,112     $ 1,118,740     $   713,539
Stockholders' equity
(deficiency)                $(1,059,532)    $  (385,574)    $   365,921     $  (721,555)    $   207,302
</TABLE>

ITEM 2. DESCRIPTION OF PROPERTY.

In order to reduce  expenses,  the Company is currently  operating out of office
space owned by Larry Kohler,  our Chief  Financial  Officer and Director,  at no
charge to the Company.

ITEM 3. LEGAL PROCEEDINGS.

On or about  December  6, 2001,  Russell H.  Ritchie,  Dale  Riker,  and Suntine
Enterprises,  LLC (the "Arizona  Plaintiffs")  brought an action in the Superior
Court  of the  State  of  Arizona,  in and  for  the  County  of  Maricopa,  No.
CV2001-021203,  against the Company,  its officers,  directors,  consultants and
shareholders (collectively, "Defendants"), for Breach of Contract and Tort. This
matter was dismissed  without prejudice by the Arizona  Plaintiffs,  on June 13,
2002.

To the best knowledge of our management,  there are no other material litigation
matters pending or threatened against us.

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

On June 7, 2002,  a majority  of our  shareholders  executed a majority  written
consent  in lieu of annual  meeting  to avoid the  expense  of  holding a formal
annual meeting. The majority shareholders voted "for" the following actions:

*    The election of the following three directors to the board of directors for
     a term  of one  year  or  until  their  successors  are  duly  elected  and
     qualified: Jason M. Genet, Lawrence G. Olson, and Larry Kohler.

*    The  ratification  of the  appointment  of  Kopple &  Gottlieb,  LLP as the
     Company's  independent  public  accountants for the fiscal year ending June
     30, 2002.

                                       6
<PAGE>
                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS.

The  Company's  Common  Stock has been  quoted on the OTC  Bulletin  Board  (the
"Bulletin  Board")  under the symbol  "DVUI" since  January 12,  1998.  Prior to
January 12, 1998, the Company's Common Stock traded under the symbol "DVGL." The
following  table  sets  forth  the  quarterly  high  and low bid  prices  of the
Company's  Common  Stock for the periods  indicated.  Bid  quotations  represent
interdealer  prices  without  adjustment  for  retail  markup,  markdown  and/or
commissions and may not necessarily represent actual transactions.

                                                                HIGH        LOW
                                                                -----      -----
FISCAL 2001
     First Quarter..........................................     0.53       0.27
     Second Quarter.........................................     0.44       0.13
     Third Quarter..........................................     0.31       0.13
     Fourth Quarter.........................................     0.35       0.14

FISCAL 2002
     First Quarter..........................................     0.35       0.11
     Second Quarter.........................................     0.13       0.03
     Third Quarter..........................................     0.04      0.003
     Fourth Quarter.........................................    0.003      0.005

HOLDERS

As of September  10,  2002,  the number of  stockholders  of record was 289, not
including  beneficial  owners whose shares are held by banks,  brokers and other
nominees.  The Company estimates that it has approximately 3,000 stockholders in
total.

DIVIDENDS

The Company has paid no dividends on its Common  Stock since its  inception  and
does not  anticipate or  contemplate  paying cash  dividends in the  foreseeable
future.

Pursuant to the terms of the Company's  Series A Convertible  Preferred Stock, a
5% annual dividend is due and owing. Pursuant to the terms of the Company Series
B Convertible  Preferred  stock,  an 8% annual  dividend is due and owing. As of
June 30, 2002, the Company has not declared dividends on Series A or B preferred
stock. The unpaid cumulative dividends totaled approximately $95,325. See Note 8
of Notes to Consolidated Financial Statements.

                                       7
<PAGE>
SUPPLEMENTAL  DISCLOSURE  OF NON-CASH  INVESTING AND  FINANCING  ACTIVITIES  FOR
FISCAL YEARS 2002 AND 2001

FISCAL YEAR 2002

The Company  issued 75,000  shares of the  Company's  common stock in connection
with the conversion of Series D convertible preferred stock valued at $33,750.

The  Company  issued   49,978,000  shares  of  the  Company's  common  stock  to
consultants for services rendered valued at $704,560.

The Company  issued  3,363,375  shares of the  Company's  common stock to settle
accrued payroll liability valued at $67,188.

FISCAL YEAR 2001

The Company issued  369,000  shares of the Company's  common stock in connection
with the conversion of Series D Convertible Preferred Stock valued at $166,050.

The Company issued  400,000  shares of the Company's  common stock in connection
with the conversion of Series E Convertible Preferred Stock valued at $366,222.

The Company issued 39,300 shares of common stock in connection  with the line of
credit and guarantees of the investor group valued at $7,958.

The Company recorded  additional paid-in capital of $71,048 with the issuance of
581,500  warrants to purchase shares of the Company's  common stock ranging from
$.135 and $.266 in  connection  with the line of credit  and  guarantees  by the
investor group.

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

FISCAL YEARS 2002 AND 2001

RESULTS OF OPERATIONS

The net loss for the fiscal year ended June 30, 2002,  was  $1,515,774  compared
with a net loss of $1,059,775  for the fiscal year ended June 30, 2001.  General
and administrative  expenses decreased in the fiscal year ended June 30, 2002 by
approximately  $30,518 over the fiscal year ended June 30, 2001.  This  decrease
was due to the elimination of approximately  $22,800 in administrative  salaries
upon the  resignations  of our former  officers  and  $8,448 in rent.  Marketing
expenses  increased from $275,885 in fiscal year 2001 to $747,805 in fiscal year
2002.  Marketing salary  decreased by  approximately  $19,200 as a result of the
termination  of all of the  Company's  independent  sales force,  and  marketing
consulting  increased by $534,800  resulting  from stock  related  expenses from
consulting  contracts.  The Company's  engineering  expenses for the fiscal year
ended June 30, 2002  decreased by  approximately  $142,342  over the same period
last year, as a result of a decline in business and lack of funding.

                                       8
<PAGE>
Revenue  for the fiscal  year ended June 30,  2002,  was  $131,946  compared  to
revenue of $234,347 for the fiscal year ended June 30, 2001,  as the Company had
virtually no revenue during the last five months of the year.

As a result of the  decline  in  revenue,  the  Company  has  reduced  its fixed
overhead costs by reducing the number of personnel. All employees of the Company
have  either  resigned  or been laid off  except for the three  officers  of the
Company who are  working  without  compensation.  In  addition,  the Company has
vacated its prior leased premises and is currently operating out of office space
owned by Larry Kohler, our Chief Financial Officer and Director, at no charge to
the Company.

LIQUIDITY AND CAPITAL RESOURCES

The Company collected  approximately  $138,057 in accounts receivable during the
fiscal year ended June 30, 2002.  All the cash  received and on hand was used to
support operations.

On January 12,  2001,  the  Company  secured a $500,000  line of credit  through
Merrill Lynch that was obtained by an investor group of existing stockholders as
guarantors of the line of credit. As a result of market conditions,  the line of
credit was  limited  to  $393,000  which  represents  the  amount of  securities
securing  the line of credit by the  investor  group.  The Company no longer has
access to any financing  under this line of credit.  As of January 13, 2002, the
outstanding  debt  was in  default,  and the  Company  was  unable  to pay.  The
guarantors  paid off the  debt to  Merrill  Lynch,  and  assumed  the loan at an
on-going interest rate of 10% due from the Company.  The outstanding debt to the
guarantors, Russell Ritchie and Dale Riker, as of June 30, 2002 was $399,053.

In 2001, the Company finalized an equity line with Swartz Private Equity, LLC to
provide funding through the sale of the Company's  common stock. The Company has
the right at its sole  discretion  to put  common  stock to  Swartz,  subject to
certain  limitations  and conditions  based upon trading volume of the Company's
common  stock.  However,  due to  the  current  limited  trading  volume  of the
Company's  common  stock,  the  Company is unable to access  this equity line of
financing.

In 2001,  the Company  received  $25,000 on a 14%  convertible  debenture from a
stockholder. Payment of principal and interest was due on October 13, 2001. This
debenture is  convertible,  in whole or part, at the option of the holder,  into
shares of the  Company's  common stock at a rate of $.125 per share.  As of June
30,  2002,  the  company  has not  repaid the  debenture  and the holder has not
converted.

In 2001, the Company received $20,000 on a 12% convertible debenture. Payment of
principal  and  interest  was  due  on  February  3,  2002.  This  debenture  is
convertible,  in whole or part, at the option of the holder,  into shares of the
Company's  common stock at a rate of $.125 per share.  As of June 30, 2002,  the
Company has not repaid the debenture and the holder has not converted.

In 2001, the Company  received  $180,000 on a secured note. The note required no
principal or interest  payments  until the maturity date of the note. The assets
of the Company were pledged as collateral for the loan. In mid-2002, the Company
failed to make its payments  due on its  premises  lease and the landlord of the
premises,  locked the doors. Some of the Company's  equipment was repossessed by

                                       9
<PAGE>
the lessors and the  remainder of the  Company's  equipment  and other  tangible
assets  were  disposed  of by the  landlord.  Due to the  loss of the  Company's
tangible  assets,  and it  current  financial  condition,  this  note  is now in
default.

The Company's  financial  position is precarious.  Unless we are able to acquire
additional debt or equity financing to cover ongoing  operating  costs,  satisfy
liabilities,  and sell or merge or  acquire  another  operating  entity or other
business  combination,  we may not be able to continue as a going  concern.  The
probability of obtaining financing is unlikely at this time. Therefore,  current
management  of  the  Company  is  reevaluating   the  Company's   prospects  and
considering the Company's  options,  such as a sale,  merger,  or other business
combination.

ITEM 7. FINANCIAL STATEMENTS.

The consolidated financial statements required to be filed pursuant to this Item
7 begin on page F-1 of this report.

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

None.

                                       10
<PAGE>
                                    PART III

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

The directors and executive officers of the Company are as follows:

Name                      Age               Position
----                      ---               --------
Jason M. Genet             30               Director, President

Larry Kohler               56               Director, Chief Financial Officer

Lawrence G. Olson          65               Director, Vice President, Secretary

Jason M. Genet, President and a Director, since June 2002, has been the owner of
Market  Advantages  Consulting a full  service  consulting  company  focusing on
capital  formation,  business  advisory,  corporate imaging and market awareness
programs. From July 2001 through June 2002, Mr. Genet was a co-owner of BreakOut
Investment  Marketing,  a full service investment marketing firm specializing in
the public  market  space.  Mr.  Genet was a Director  and  President  of BizPay
International, an international and domestic payments company from December 1999
through August 2001. He was a consultant to ConSyGen Inc., a technology software
company, from October 1998 through August 1999 and the Senior Vice President and
Chief Operating Officer through December 1999. Prior to ConSyGen,  Mr. Genet was
a private consultant in California from March 1997 until October 1998 consulting
to companies  like North American  Mortgage,  Kinney Shoes Corp, and Marks Bros.
Jewelers.

Larry Kohler,  Chief  Financial  Officer and a Director,  has been  President of
Global  Capital   Management,   an   international   financial   planning  firm,
specializing in "offshore  planning" for individuals and organizations,  located
in Scottsdale,  Arizona, since November 1998 and continuing through the present.
From 1996  through  November  1998,  Mr.  Kohler was  President  of Capital West
Investment Group, a Securities and Exchange Commission registered brokerage firm
which was also a member of the National  Association of Securities Dealers where
he dealt with  retail  accounts  and  investment  banking,  located in  Phoenix,
Arizona. He graduated from Mercyhurst College in Erie, Pennsylvania in 1979 with
a BA degree in Finance & Marketing.

Lawrence G. Olson, Vice President, Secretary, and a Director, has been President
and  Founder of Olson  Precast of  Arizona,  Inc.,  a private  Phoenix,  Arizona
concrete products  manufacturer  with  approximately 100 employees from 1973 and
continuing  through  the  present.  He is also  President  and  Director of AZCO
Mining,  Inc., an Arizona AMEX listed public  mining  cooperation  from 1999 and
continuing  through the present.  Mr. Olson  graduated  from the  University  of
Southern California in 1959 with a BS degree in Engineering.

Directors  serve until the next annual  meeting or until  their  successors  are
qualified  and  elected.  Officers  serve  at the  discretion  of the  Board  of
Directors.

                                       11
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS

The  Certificate  of  Incorporation  and Bylaws of the Company  provide that the
Company will indemnify and advance expenses,  to the fullest extent permitted by
the Delaware  General  Corporation Law, to each person who is or was a director,
officer or agent of the Company, or who serves or served any other enterprise or
organization  at the request of the Company (an  "Indemnitee").  Under  Delaware
law, to the extent that an  Indemnitee  is successful on the merits of a suit or
proceeding brought against him or her by reason of the fact that he or she was a
director,  officer  or agent of the  Company,  or  serves  or  served  any other
enterprise  or  organization  at the request of the  Company,  the Company  will
indemnify him or her against expenses  (including  attorneys' fees) actually and
reasonably  incurred in connection with such action.  If unsuccessful in defense
of a third-party civil suit or a criminal suit, or if such a suit is settled, an
Indemnitee  may be  indemnified  under  Delaware law against both (i)  expenses,
including  attorneys'  fees,  and (ii)  judgments,  fines  and  amounts  paid in
settlement if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best  interests of the  Company,  and,
with  respect to any criminal  action,  had no  reasonable  cause to believe his
other conduct was unlawful.  If  unsuccessful in defense of a suit brought by or
in the right of the Company,  where the suit is settled,  an  Indemnitee  may be
indemnified under Delaware law only against expenses (including attorneys' fees)
actually and reasonably  incurred in the defense or settlement of the suit if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in, or not opposed  to, the best  interests  of the  Company  except that if the
Indemnitee  is  adjudged  to be  liable  for  negligence  or  misconduct  in the
performance  of his or her duty to the  Company,  he or she cannot be made whole
even  for  expenses  unless  a  court  determines  that he or she is  fully  and
reasonably  entitled to indemnification  for such expenses.  Also under Delaware
law,  expenses  incurred  by an  officer or  director  in  defending  a civil or
criminal action, suit or proceeding may be paid by the Company in advance of the
final  disposition  of  the  suit,  action  or  proceeding  upon  receipt  of an
undertaking  by or on behalf of the  officer or director to repay such amount if
it is ultimately  determined that he or she is not entitled to be indemnified by
the Company.  The Company may also advance expenses  incurred by other employees
and agents of the Company upon such terms and conditions, if any, that the Board
of Directors of the Company deems appropriate.  Insofar as  indemnification  for
liabilities  arising  under the Act may be permitted to  directors,  officers or
persons  controlling the Company  pursuant to the foregoing  provisions,  in the
opinion of the  Commission,  such  indemnification  is against  public policy as
expressed in the Act and is therefore unenforceable.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended,  requires
directors and certain  officers of the Company,  as well as persons who own more
than 10% of a registered class of the Company's equity  securities,  ("Reporting
Persons") to file  reports of  ownership  and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission. The Company believes that all
Reporting  Persons have complied on a timely basis with all filing  requirements
applicable to them.

                                       12
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth the total  compensation  earned by or paid to the
Company's Chief Executive Officer for the last three fiscal years. No officer of
the Company earned more than $100,000 in the last three fiscal years.

<TABLE>
<CAPTION>
                                     ANNUAL COMPENSATION              LONG TERM COMPENSATION
                                ------------------------------   --------------------------------
                                                                        Awards           Payouts
                                                                 --------------------    --------
                                                       Other                Securities
                                                       Annual   Restricted  Underlying               All Other
                                                      Compen-      Stock     Options/     LTIP        Compen-
                         Year   Salary($)  Bonus($)   sation($)  Awards($)   SARs(#)    Payouts($)   sation($)
                         ----   --------   --------   --------   --------   ---------   ---------    --------
<S>                      <C>    <C>        <C>        <C>        <C>        <C>          <C>         <C>
Jason M. Genet,          2002   $    -0-   $    -0-   $    -0-   $    -0-         -0-         -0-         -0-
President(1)

Larry Kohler,            2002   $    -0-   $    -0-   $    -0-   $    -0-         -0-         -0-         -0-
CFO(2)

Lawrence G. Olson,       2002   $    -0-   $    -0-   $    -0-   $    -0-         -0-         -0-         -0-
VP, Secretary(3)

John D. McPhilimy,       2002   $ 30,500   $    -0-   $    -0-   $ 25,000         -0-
CEO, President(4)        2001   $ 93,000   $  5,000   $    -0-   $ 21,000   2,000,000    $    -0-    $    -0-
                         2000   $ 90,000   $    -0-   $    -0-   $    -0-         -0-    $    -0-    $    -0-

Bruce D. Sandig,         2002   $ 29,063   $    -0-   $    -0-   $ 23,437         -0-
Sr. Vice President(5)    2001   $ 90,000   $  7,500   $    -0-   $ 19,688         -0-    $    -0-    $    -0-
                         2000   $ 84,000   $    -0-   $    -0-   $    -0-         -0-    $    -0-    $    -0-

Lisa R. McPhilimy,       2002   $ 15,813   $    -0-   $    -0-   $ 12,500         -0-    $    -0-    $    -0-
Chief Financial          2001   $ 48,000   $    -0-   $    -0-   $ 10,500         -0-    $    -0-    $    -0-
Officer, Secretary(6)    2000   $ 40,000   $    -0-   $    -0-   $    -0-         -0-    $    -0-    $    -0-
</TABLE>

                                       13
<PAGE>
----------
(1)  Effective August 5, 2002.
(2)  Effective August 5, 2002.
(3)  Effective August 5, 2002.
(4)  Resigned June 7, 2002,  subject to the  requirement to deliver a Definitive
     Schedule 14C  Information  Statement to stockholders at least 20 days prior
     to effectiveness, which became effective August 5, 2002.
(5)  Resigned April 1, 2002.
(6)  Resigned April 1, 2002.

EMPLOYMENT AND RELATED AGREEMENTS

John D. McPhilimy had an employment  agreement with the Company dated January 1,
2001 and  commencing on July 1, 2001.  The term of the agreement was three years
ending  in June  2004.  Mr.  McPhilimy's  base  compensation  was  $96,000.  The
agreement was terminated without cause by Mr. McPhilimy's resignation on June 7,
2002 .

Bruce D.  Sandig had an employee  agreement  with the  Company.  The term of the
agreement was three years ending June 2004. Mr. Sandig's base  compensation  was
$90,000 per year.  The agreement was  terminated  without cause by Mr.  Sandig's
resignation on April 1, 2002.

The Company has no employment agreements with any of its new management.

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

The following table sets forth the  shareholdings  of those persons who: (i) own
more than five  percent of our common  stock as of  September  10, 2002 with the
number of outstanding  shares at  63,959,010;  (ii) are officers or directors of
the Company; and (iii) all officers and directors as a group:

                                                                    Percentage
                                                                   Beneficially
              Name                           Number of Shares        Owned(1)
              ----                           ----------------        --------
Jason M. Genet, President, Director(2)          17,250,000            27.0%
Larry Kohler, CFO, Director(2)                     169,634               *
Lawrence G. Olson, Vice President,
Secretary, Director(2)                              30,000               *
All Officers and Directors as a
group (3 people)                                17,449,634            27.3%
David W. Keaveney                               17,100,000            26.7%
3550 N. Central Avenue S-1000
Phoenix, AZ 85012

*Less than 1%.

----------
(1)  Except as otherwise  indicated,  we believe that the  beneficial  owners of
     Common Stock listed above,  based on information  furnished by such owners,
     have sole investment and voting power with respect to such shares,  subject

                                       14
<PAGE>
     to  community  property  laws where  applicable.  Beneficial  ownership  is
     determined in accordance  with the rules of the SEC and generally  includes
     voting or  investment  power with respect to  securities.  Shares of Common
     Stock subject to options or warrants currently exercisable,  or exercisable
     within 60 days,  are deemed  outstanding  for  purposes  of  computing  the
     percentage  of the person  holding such  options or  warrants,  but are not
     deemed  outstanding  for purposes of computing the  percentage of any other
     person.
(2)  C/o the Company's address.

1996 EQUITY INCENTIVE PLAN

On June 12, 1996, the Company adopted the 1996 Equity  Incentive Plan (the "1996
Plan")  reserving  10,000,000  shares of the Company's  Common Stock pursuant to
which employees, consultants and other persons or entities who are in a position
to make a significant contribution to the success of the Company are eligible to
receive  awards  in the  form  of  incentive  or  non-incentive  options,  stock
appreciation  rights,   restricted  stock  or  deferred  stock.  The  1996  Plan
terminates  on June 12,  2006.  The 1996  Plan is  administered  by the Board of
Directors.  Restricted  stock  entitles the  recipients to receive shares of the
Company's  Common  Stock  subject  to  such  restriction  and  condition  as the
Compensation Committee may determine for no consideration or such considerations
as  determined  by the  Compensation  Committee.  Deferred  stock  entitles  the
recipients to receive shares of the Company's Common Stock in the future.  As of
the date hereof,  5,002,978  shares of common stock have been issued pursuant to
the 1996 Plan.

1999 STOCK OPTION PLAN

On November 15, 1999, the Board of Directors  adopted the 1999 Stock Option Plan
(the "1999 Plan").  This plan was approved by a majority of our  stockholders on
January 28,  2000.  The purpose of the 1999 Plan is to advance the  interests of
the Company by encouraging and enabling  acquisition of a financial  interest in
the Company by its officers and other key individuals. The 1999 Plan is intended
to aid the Company in attracting and retaining key  employees,  to stimulate the
efforts of such  individuals  and to strengthen  their desire to remain with the
Company. A maximum of 1,500,000 shares of the Company's common stock is reserved
for issuance  under stock  options to be issued under the 1999 Plan.  The option
exercise  price will be 100% of the fair market  value of the  Company's  common
stock on the date the option is granted and will be exercisable for a period not
to exceed 10 years  from the date of grant.  As of the date  hereof,  no options
have been issued pursuant to this plan.

                                       15
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On December 7, 2001,  the  Company  entered  into a  Multi-Media  and  Corporate
Imaging  Agreement and, on March 5, 2002, a Supplement to that  agreement,  with
Jason  Genet,  who  was  not  then,  but is now the  Company's  President  and a
Director, and David Keaveney. Pursuant to that agreement and supplement, Messrs.
Genet and Keaveney  provided  marketing  services and  materials to the Company,
including a marketing  plan, CD Rom business cards,  corporate fact sheets,  and
multimedia  CD ROMs,  to the Company in exchange  for  19,600,000  shares of the
Company's  common stock each. The agreement and supplement  have been completely
fulfilled and have now terminated.

On October 2, 2001,  the Company  entered  into a Secured  Note in the  original
principal  amount of  $180,000  with  interest  accruing  at 12% per annum  with
Suntine  Enterprises,  LLC.  Larry  Kohler,  who was not then,  but is now Chief
Financial  Officer  and a Director  of the  Company,  is the  manager of Suntine
Enterprises,  LLC. The note, including payment of principal and all interest, is
due on October 2, 2004 and is secured by all assets of the Company.

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

(a)  Exhibits

     3.1(a)    Articles of Incorporation, dated May 12, 1988
     3.2(a)    Bylaws
     4.1(a)    Certificate  of  Designation  of Series A  Convertible  Preferred
               Stock, dated December 12, 1992
     4.2(a)    Certificate  of  Designation  of Series B  Convertible  Preferred
               Stock, dated December 22, 1993
     4.3(a)    Certificate  of  Designation  of Series P  Convertible  Preferred
               Stock, dated September 11, 1995
     4.4(a)    Certificate  of  Designation  of Series S  Convertible  Preferred
               Stock, dated August 28, 1995
     4.5(a)    Certificate  of  Designation  of Series C  Convertible  Preferred
               Stock, dated November 2, 1995
     4.6(a)    Certificate  of  Designation of Series D and Series E Convertible
               Preferred Stock dated August 25, 1999
     4.7(a)    Form of Warrant Agreement to debt holders, dated January 15, 1998
     4.8(a)    Form of Warrant Agreement to debt holders, dated April 8, 1998
     4.9(a)    Form of Warrant  Agreement to participants  in Private  Placement
               dated April 8, 1998
     4.10(b)   Pledge  Agreement dated January 11, 2001 with Dale Riker and Russ
               Ritchie
     4.11(b)   Investment Agreement dated December 13, 2000, with Swartz Private
               Equity, LLC
     4.12(b)   Merrill  Lynch  Portfolio  Reserve  Loan and  Collateral  Account
               Agreement, dated January 12, 2002
     10.1(a)   1996 Equity Incentive Plan
     10.2(a)   1999 Stock Option Plan
     10.3(c)   Employment   Agreement  dated  January  1,  2001,  with  John  D.
               McPhilimy
     10.4(c)   Employment Agreement dated July 1, 2001, with Bruce D. Sandig
     21.1(b)   Subsidiaries of the Registrant

                                       16
<PAGE>
     99.1      Certification   of  Chief  Executive   Officer  Pursuant  to  the
               Securities  Exchange  Act of 1934,  Rules  13a-14 and 15d-14,  as
               adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     99.2      Certification   of  Chief  Financial   Officer  Pursuant  to  the
               Securities  Exchange  Act of 1934,  Rules  13a-14 and 15d-14,  as
               adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K.

     None.

----------
(a)  Incorporated by reference from the Company's Registration Statement on Form
     SB-2 dated June 19, 2000 (Registration No. 333-30368).
(b)  Incorporated by reference from the Company's Registration Statement on Form
     SB-2 dated July 10, 2001 (Registration No. 333-56804).
(c)  Incorporated  by reference  from the  Company's  Amendment  No. 1 to Annual
     Report on Form 10-KSB, dated February 22, 2002.

ITEM 14  CONTROLS AND PROCEDURES

Our Chief  Executive  Officer,  President,  and  Chief  Financial  Officer  (the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information is made known to them,  particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's  disclosure  controls and procedures within 90 days of the date of
this report and believe that the Company's  disclosure  controls and  procedures
are effective based on the required  evaluation.  There have been no significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to the date of their  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

                                   SIGNATURES

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

                                        DIMENSIONAL VISIONS INCORPORATED


DATED: October 9, 2002                  By: /s/ Jason M. Genet
                                            ------------------------------------
                                            Jason M. Genet, Director, President
                                            (Principal Executive Officer)


DATED: October 9, 2002                  By: /s/ Larry Kohler
                                            ------------------------------------
                                            Larry Kohler, Director, Chief
                                            Financial Officer (Principal
                                            Financial Officer and Principal
                                            Accounting Officer)

                                       17
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY

                       YEARS ENDED JUNE 30, 2002 AND 2001

                                                                            Page
                                                                            ----

Independent Auditors' Report                                                 F-2

Consolidated Financial Statements

     Balance Sheet                                                           F-3

     Statements of Operations                                                F-4

     Statements of Stockholders'Equity (Deficiency)                          F-5

     Statements of Cash Flows                                                F-7

     Notes to Consolidated Financial Statements                              F-9

                                       F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Dimensional Visions Incorporated and Subsidiary
Scottsdale, Arizona

We have  audited the  accompanying  consolidated  balance  sheet of  Dimensional
Visions Incorporated and Subsidiary (the "Company") as of June 30, 2002, and the
related   consolidated   statements   of   operations,    stockholders'   equity
(deficiency),  and cash flows for each of the two years in the period ended June
30, 2002.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial position of Dimensional  Visions  Incorporated
and Subsidiary as of June 30, 2002 and the results of their operations and their
cash  flows  for each of the two  years in the  period  ended  June 30,  2002 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has financed its
operations primarily through the sale of its securities.  As described in Note 1
to the consolidated  financial  statements,  the Company has suffered  recurring
losses from  operations  and has limited  sales of its  products,  which  raises
substantial  doubt about the Company's  ability to continue as a going  concern.
The future of the Company as an operating business will depend on its ability to
(1) obtain sufficient capital  contributions and/or financing as may be required
to  sustain  its  current  operations  and (2) Seek out a sale,  merger or other
business  combination with another entity  acceptable to the Board of Directors.
Management's  plan  concerning  these  matters is also  described in Note 1. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/ Kopple & Gottlieb, LLP

KOPPLE & GOTTLIEB, LLP

Jenkintown, Pennsylvania
October 8, 2002

                                       F-2
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2002

ASSET
Current asset
  Cash                                                             $         18
                                                                   ------------
        Total current asset                                                  18
                                                                   ------------
        Total asset                                                $         18
                                                                   ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
 Short-term borrowings                                                  632,320
 Accounts payable, accrued expenses and other liabilities               427,230
                                                                   ------------
        Total current liabilities                                     1,059,550
                                                                   ------------


        Total liabilities                                             1,059,550
                                                                   ------------

Commitments and contingencies                                                --

Stockholders' deficiency
  Preferred stock - $.001 par value, authorized 10,000,000 shares;
   issued and outstanding 524,044 shares                                    524
  Additional paid-in capital                                            908,894
                                                                   ------------
                                                                        909,418
  Common stock - $.001 par value, authorized 100,000,000 shares;
   issued and outstanding 63,959,010                                     63,959
  Additional paid-in capital                                         22,371,393
  Deficit                                                           (24,404,302)
                                                                   ------------

        Total stockholders' deficiency                               (1,059,532)
                                                                   ------------
        Total liabilities and stockholders' deficiency             $         18
                                                                   ============

                 See notes to consolidated financial statements.

                                      F-3
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED JUNE 30, 2002 AND 2001

                                                     2002              2001
                                                  -----------       -----------


Operating revenue                                 $   131,946       $   234,347
Cost of sales                                          30,499           162,132
                                                  -----------       -----------

Gross profit                                          101,447            72,215
                                                  -----------       -----------

Operating expenses
  Engineering and development costs                   101,109           243,451
  Marketing expenses                                  747,805           275,885
  General and administrative expenses                 512,013           542,531
                                                  -----------       -----------

        Total operating expenses                    1,360,927         1,061,867
                                                  -----------       -----------

Loss before other income (expenses)                (1,259,480)         (989,652)
                                                  -----------       -----------
Other income (expenses)
  Interest expense                                   (104,773)          (72,544)
  Interest income                                          --             2,421
  Loss on disposal of assets and
  capitalized lease termination                      (151,521)
                                                  -----------       -----------

        Other expenses net                           (256,294)          (70,123)
                                                  -----------       -----------

Net loss                                           (1,515,774)       (1,059,775)

Dividends in arrears on preferred stock               (95,325)          (84,775)
                                                  -----------       -----------

Net Loss available to common shareholders         $(1,611,099)      $(1,144,550)
                                                  ===========       ===========
Loss per share
  Basic and diluted loss per common share         $      (.05)      $      (.11)
                                                  ===========       ===========

Shares used in computing net loss per share        30,237,523         9,986,077
                                                  ===========       ===========

                 See notes to consolidated financial statements.

                                       F-4
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                       YEARS ENDED JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>
                               Preferred Stock                       Common Stock
                              ------------------   Additional    ---------------------    Additional
                               ($.001 Par Value)    Paid-in        ($.001 Par Value)        Paid-in
                               Shares     Amount    Capital       Shares        Amount      Capital       Deficit         Total
                              ---------   ------   ----------    ---------      ------    -----------   ------------   -----------
<S>                           <C>         <C>      <C>           <C>            <C>       <C>           <C>            <C>
Balance, July 1, 2000         1,146,044   $1,146   $1,474,295    8,934,916      $8,935    $20,885,581   $(21,828,753)  $   541,204

Exercise     of     153,462
warrants     to    purchase
153,462   shares   of   the
Company's  common  stock at
$.10 per share                       --       --           --      153,462         153         15,193             --        15,346

Exercise of 73,750 warrants
to purchase  73,750  shares
of  the  Company's   common
stock  at  $.50  per  share
along     with      112,375
additional  shares  of  the
Company's  common stock per
the  inducement to exercise
offer                                --       --           --      186,125         186         30,470             --        36,875

Exercise     of     250,000
warrants     to    purchase
250,000   shares   of   the
Company's  common  stock at
$.25 per share  along  with
59,832 additional shares of
the Company's common  stock
per   the   inducement   to
exercise offer                       --       --           --      309,832         310         61,847             --        55,937

Conversion    of    184,500
shares Series D convertible
preferred  stock  valued at
$166,050    into    369,000
shares  of  the   Company's
common stock                   (184,500)    (184)    (165,867)     369,000         369        165,681             --            --

Conversion    of    400,000
shares Series E convertible
preferred  stock  valued at
$366,222    into    400,000
shares  of  the   Company's
common stock                   (400,000)    (400)    (365,822)     400,000         400        365,822             --            --

Issuance  of 39,300  shares
of  the  Company's   common
stock  in  connection  with
the  guarantee  of the line
of credit                            --       --           --       39,300          39          7,919             --         7,958

Issuance     of     581,500
warrants     to    purchase
581,500   shares   of   the
Company's  common  stock at
prices  ranging  from $.135
to  $.2656  per share for a
three   year    period   in
connection with the line of
credit  due   January   12,
2002.  Black Scholes option
pricing  model  was used to
value the warrants                   --       --           --           --          --         71,048             --        71,048

Issuance    of    4,900,000
warrants  to  purchase  the
Company's  common  stock at
$.125 per share  commencing
January    2008    to   the
officers  and  employees of
the Company                          --       --           --           --          --             --             --            --
</TABLE>

                                       F-5
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AD SUBSIDIARY
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(DEFICIENCY) (CONTINUED)
                       YEARS ENDED JUNE 30, 2002 AN 2001

<TABLE>
<CAPTION>
                               Preferred Stock                       Common Stock
                              ------------------   Additional    ---------------------    Additional
                               ($.001 Par Value)    Paid-in        ($.001 Par Value)        Paid-in
                               Shares     Amount    Capital       Shares        Amount      Capital       Deficit         Total
                              ---------   ------   ----------    ---------      ------    -----------   ------------   -----------
<S>                           <C>         <C>      <C>           <C>            <C>       <C>           <C>            <C>
Issuance    of    1,190,000
warrants  to  purchase  the
Company's  common  stock at
$.15 per  share  commencing
October 2007 in  connection
with  the  Swartz   Private
Equity investment agreement          --       --           --           --          --             --             --            --

Issuance     of     119,000
warrants  to  purchase  the
Company's  common  stock at
$.125 per share  commencing
March  2008  in  connection
with  the  Swartz   Private
Equity investment agreement          --       --           --           --          --             --             --            --

Net loss                             --       --           --           --          --             --     (1,059,775)   (1,059,775)
                              ---------   ------   ----------   ----------     -------    -----------   ------------   -----------
Balance, June 30, 2001          561,544   $  562   $  942,606   10,392,635     $10,392    $21,603,561   $(22,888,528)  $  (331,407)
                              =========   ======   ==========   ==========     =======    ===========   ============   ===========

Balance, July 1, 2001           561,544   $  562   $  942,606   10,392,635     $10,392    $21,603,561   $(22,888,528)  $  (331,407)

Issuance of 8,000  warrants
to purchase 8,000 shares of
the Company's  common stock
at  $.13  per  share  for a
three-year     period    in
connection with the line of
credit  due   January   12,
2002.  Black Scholes option
pricing  model  was used to
value the warrants                   --       --           --           --          --            901             --           901

Issuance of  1,488,000   of
The Company's  common stock
to consultants due services
valued at $166,000                   --       --           --    1,488,000       1,488        164,512             --       166,000

Conversion of 37,500 shares
series    D     convertible
preferred  stock  valued at
$33,750 into 75,000  shares
of  the  Company's   common
stock                           (37,500)     (38)     (33,712)      75,000          75         33,675             --            --

Issuance    of    6,000,000
Shares   of  the  Company's
common stock do consultants
for   services   valued  at
$277,500                             --       --           --    6,000,000       6,000        271,500             --       277,500

Sale  of  150,000 shares of
the  Company's common stock
at $.10 per share                    --       --           --      150,000         150         14,850             --        15,000

Issuance    of    8,290,000
shares   of  the  Company's
common stock to consultants
for services valued at
$98,560                              --       --           --    8,290,000       8,290         90,270             --        98,560

Issuance    of    3,363,375
Shares   of  the  Company's
common  stock  to employees
to  settle  accrued payroll
valued at $67,188                    --       --           --    3,363,375       3,364         63,824             --        67,188

Issuance    of   34,200,000
shares   of  the  Company's
common stock to consultants
for   services   valued  at
$162,500                             --       --           --   34,200,000      34,200        128,300             --       162,500

Net loss                             --       --           --           --          --             --     (1,515,774)   (1,515,774)
                              ---------   ------   ----------   ----------     -------    -----------   ------------   -----------

Balance, June 30, 2002          524,044   $  524   $  908,894   63,959,010     $63,959    $22,371,393   $(24,404,302)  $(1,059,532)
                              =========   ======   ==========   ==========     =======    ===========   ============   ===========
</TABLE>

                                       F-6
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                          2002                2001
                                                                       -----------         -----------
<S>                                                                    <C>                 <C>
Operating activities
  Net loss                                                             $(1,515,774)        $(1,059,775)
  Adjustments to reconcile net loss to net cash
    used in operating activities
   Loss on disposal of assets and capitalized lease termination            151,521                  --
   Consulting service paid through issuance of common stock                704,560                  --
   Depreciation and amortization of property and equipment                  37,154              51,361
   Amortization of debt discount                                            46,763              33,143
   Amortization of other assets and deferred costs                         157,223             125,192
   Security deposit used to pay rent                                         4,100                  --
   Changes in assets and liabilities which provided (used) cash
    Accounts receivable, trade                                               8,614             341,879
    Prepaid supplies and expenses                                            4,224               5,002
    Accounts payable, accrued expenses and other liabilities               168,855            (221,432)
                                                                       -----------         -----------
Net cash used in operating activities                                     (232,760)           (724,630)
                                                                       -----------         -----------
Investing activities
  Payment of obligations under capital lease                               (32,169)            (39,651)
  Purchase of equipment                                                         --              (3,585)
                                                                       -----------         -----------
Net cash used in investing activities                                      (32,169)            (43,236)
                                                                       -----------         -----------

Financing activities
   Sale of common stock                                                     15,000                  --
    Proceeds from exercise of warrants, net of conversion costs
     of $6,562                                                                  --             108,160
   Short term borrowings                                                   247,320             385,000
                                                                       -----------         -----------
Net cash provided by financing activities                                  263,320             493,160
                                                                       -----------         -----------

Net decrease in cash and cash equivalents                                   (1,609)           (274,706)
Cash and cash equivalents, beginning of year                                 1,627             276,333
                                                                       -----------         -----------

Cash, end of year                                                      $        18         $     1,627
                                                                       ===========         ===========
Supplemental disclosure of cash flow information:
  Cash paid during the year for interest                               $    12,315         $    24,436
                                                                       ===========         ===========
  Issuance of common stock in connection
    with consulting services                                           $   704,560         $        --
                                                                       ===========         ===========
</TABLE>

Supplemental  disclosure  of non-cash  investing and  financing  activities  for
fiscal year 2002:

     The  Company  issued  75,000  shares  of  the  Company's  common  stock  in
     connection  with the  conversion  of Series D convertible  preferred  stock
     valued at $33,750

     The Company  issued  49,978,000  shares of the  Company's  common  stock to
     consultants for services rendered valued at $704,560.

     The Company issued 3,363,375 shares of the Company's common stock to settle
     accrued payroll liability valued at $67,188

                                       F-7
<PAGE>
Supplemental  disclosure  of non-cash  investing and  financing  activities  for
fiscal year 2001:

     The  Company  issued  369,000  shares  of the  Company's  common  stock  in
     connection  with the  conversion  of Series D Convertible  Preferred  Stock
     valued at $166,050.

     The  Company  issued  400,000  shares  of the  Company's  common  stock  in
     connection  with the  conversion  of Series E Convertible  Preferred  Stock
     valued at $366,222.

     The Company  issued 39,300  shares of common stock in  connection  with the
     line of credit and guarantees of the investor group valued at $7,958.

     The  Company  recorded  additional  paid-in  capital  of  $71,048  with the
     issuance of 581,500  warrants to purchase  shares of the  Company's  common
     stock  ranging from $.135 and $.266 in  connection  with the line of credit
     and guarantees by the investor group.

                                       F-8
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 2002 AND 2001


Note 1:   Summary of Significant Accounting Policies

          DESCRIPTION  OF BUSINESS,  FINANCING AND BASIS OF FINANCIAL  STATEMENT
          PRESENTATION

          Dimensional   Visions   Incorporated  (the  "Company"  or  "DVI")  was
          incorporated  in Delaware on May 12,  1988.  The Company  produces and
          markets  lithographically  printed  stereoscopic  and animation  print
          products.

          The  Company,  through its  wholly-owned  subsidiary,  InfoPak,  Inc.,
          developed a data delivery system that provides end users with specific
          industry printed materials by way of a portable hand-held reader. Data
          is acquired electronically from the data provided by mainframe systems
          and distributed through a computer network to all subscribers.

          The Company has financed its operations  primarily through the sale of
          its  securities.  The Company has had  limited  sales of its  products
          during the years ended June 30, 2002 and 2001.  The volume of business
          is not nearly  sufficient  to support  the  Company's  cost  structure
          Accordingly   during  April  2002  the  Company   ceased  its  present
          operations.

          LIQUIDITY AND CAPITAL RESOURCES

          The Company has incurred losses since inception of $24,404,302 and has
          a working  capital  deficiency of $1,059,532 as of June 30, 2002.  The
          future of the  Company as an  operating  business  will  depend on its
          ability  to  (1)  obtain  sufficient  capital   contributions   and/or
          financing  as may be  required  to  sustain  its  operations  and  (2)
          ultimately achieve a sale, merger, or other business  combination with
          another entity acceptable to the board of directors. Management's plan
          to address these issues includes, (a) continued exercise of tight cost
          controls to conserve cash, (b) obtaining financing, a sale, merger, or
          other business  combination with another entity, and (c) negotiating a
          settlement of various obligations in order to position the company for
          a sale, merger, or business combination.

          The  consolidated  financial  statements have been prepared on a going
          concern basis which  contemplates  the  realization  and settlement of
          liabilities  and  commitments  in the normal  course of business.  The
          available  funds at June 30, 2002,  is not  sufficient  to satisfy the
          present cost  structure.  Management  recognizes that the Company must
          obtain additional funding to enable it to continue operations.  Unless
          the Company is able to merge with or acquire another  operating entity
          or other  business  combination  it may not be able to  continue  as a
          going concern.

          Further,  there can be no assurances,  that the Company will achieve a
          sale,  merger,  or other business  combination with another entity. In
          the event the Company is not able to  accomplish  a sale,  merger,  or
          other  business  combination  with  another  entity,  it may cease its
          operations and/or seek protection under the bankruptcy laws.

          CONSOLIDATION POLICY

          The consolidated  financial statements include the accounts of DVI and
          its wholly-owned subsidiary, InfoPak,Inc. All significant intercompany
          balances and transactions have been eliminated in consolidation.

                                       F-9
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2002 AND 2001


Note 1:   Summary of Significant Accounting Policies (continued)

          EQUIPMENT, DEPRECIATION AND AMORTIZATION

          Equipment   was   stated  at  cost.   Depreciation,   which   included
          amortization  of assets under capital lease was provided by the use of
          the straight-line method over the estimated useful lives of the assets
          as follows:

               Equipment                               5-7 years
               Furniture and fixtures                  5 years

          PATENT RIGHTS

          Costs  incurred to acquire  patent  rights and the related  technology
          were  amortized  over the shorter of the estimated  useful life or the
          remaining  term of the patent  rights.  In the event that the costs of
          patent rights and/or acquired technology are abandoned,  the write-off
          will be charged to expenses in the period the determination is made to
          abandon them.

          ENGINEERING AND DEVELOPMENT COSTS

          The Company charges to engineering and development  costs all items of
          a non-capital nature related to bringing "significant"  improvement to
          its product. Such costs include salaries and expenses of employees and
          consultants,  the conceptual  formulation,  design, and testing of the
          products  and  creation  of  prototypes.  All such  costs of a capital
          nature are capitalized.

          INCOME TAXES

          The Company  accounts  for income  taxes under the  liability  method.
          Deferred  tax  assets  and   liabilities   are  determined   based  on
          differences  between the  financial  reporting and tax bases of assets
          and are measured  using the enacted tax rates and laws that will be in
          effect when the differences are expected to reverse.

          LOSS PER SHARE

          Basic  and  diluted  loss per  common  share is  calculated  using the
          Weighted  average  number  of common  shares  outstanding  during  the
          period.  There  are no  dilutive  effects  from  outstanding  options,
          warrants and convertible  securities on the weighted average number of
          common shares outstanding.

          USE OF ESTIMATES

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

                                      F-10
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2002 AND 2001


Note 1:   Summary of Significant Accounting Policies (Continued)

          CONCENTRATION OF CREDIT RISK

          The Company was subject to credit risk through trade receivables.  The
          Company  relied on a limited  number of customers  for its sales.  The
          Company  during  April 2002  ceased  building a customer  base for its
          products and, therefore, the degree of risk no longer exists until the
          Company redirects itself.

          The Company also relied on several key vendors to supply  plastics and
          printing  services.  Although  there are a limited  number of  vendors
          capable of fulfilling the Company's  needs,  the Company believes that
          other  vendors  could  provide for the  Company's  needs on comparable
          terms. Abrupt changes could, however,  cause a delay in processing and
          a possible  inability  to meet sales  commitments  on  schedule,  or a
          possible  loss  of  sales,   which  would  affect  operating   results
          adversely.

          STOCK-BASED COMPENSATION

          The Company accounts for stock-based awards to employees in accordance
          with Accounting Principles Board Opinion No. 25, "Accounting for Stock
          Issued to  Employees"  ("APB  Opinion  No.  25") and has  adopted  the
          disclosure-only  alternative  of  Statement  of  Financial  Accounting
          Standards No. 123,  "Accounting  for Stock-Based  Compensation"  ("FAS
          123").

Note 2:   Cash

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

          The Company maintains its cash in banks located in Arizona.  The total
          cash  balances  are insured by the FDIC up to $100,000  per  financial
          institution.

Note 3:   Accounts Payable, Accrued Expenses and Other Liabilities

               Accounts payable                             $365,463
               Accrued expense
               Accrued Interest                               45,695
               Salaries                                       16,072
                                                            --------

                    Total                                   $427,230
                                                            ========

Note 4:   Short-Term Borrowings

          On January 12,  2001,  the Company  secured a $500,000  line of credit
          through  Merrill  Lynch  that was  obtained  by an  investor  group of
          existing  stockholders  as  guarantors  of the  line  of  credit.  The
          outstanding  debt as of June 30, 2001 was $385,000 and on July 2, 2001
          an additional $8,000 was borrowed. The terms of the line of credit are
          for one year with an  interest  rate of the 3-mont  LIBOR  rate,  plus
          2.5%.  Interest  payments  are  calculated  and due  monthly,  and the
          principal balance is due on January 13, 2002. The outstanding debt may
          also be  assumed  by the  stockholders  at a rate of three  shares  of
          Dimensional Visions' common stock for every dollar assumed.

                                      F-11
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2002 AND 2001


Note 4:   Short-Term Borrowings (continued)

          As a result of market  conditions,  the line of credit was  limited to
          $393,000 which  represents the amount of securities  securing the line
          of credit by the investor group.

          In connection  with the guarantee by the investor  group,  the Company
          issued 39,300 restricted shares of its common stock, valued at $7,958,
          196,500 commitment warrants at fair market value {$.266 per share} and
          385,000 usage warrants at 75% of fair market value (ranging from $.113
          to $.218 per share).  The  warrants  were valued  using  Black-Scholes
          option pricing model at $71,948.

          Accordingly, the line of credit was discounted for the value allocated
          to the  stock  and  warrants.  As of  June  30,  2002  and  2001,  the
          additional  interest  expense of $46,763 and $33,143 was  recorded for
          each of the years.

          On January 29, 2002  Merrill  Lynch  declared  the loan in default and
          accordingly, during January and February 2002 the loan was paid off by
          the investor  Group plus  accrued  interest.  The investor  group paid
          Merrill Lynch  $399,053 which  included  $6,053 of interest.  The loan
          balance as of June 30,  2002,  which is due to the  investor  group is
          $399,053 plus accrued interest of  approximately  $17,000 through June
          30, 2002 calculated at 10% per annum.

          During July and August of 2001 the Company borrowed $45,000 and issued
          a 14% convertible debenture for $25,000 due in October 2001 and issued
          a 12%  convertible  debenture for $20,000 due in February  2002.  Both
          debentures are in default under the terms of the debenture  agreement.
          The Company  continues to accrue  interest on these  obligations.  The
          debentures are convertible into 360,000 shares of the Company's common
          stock at $.125 per share.

          During September and October 2001 the Company borrowed $180,000 from a
          limited  liability  company and signed a 12% secured note that pledged
          the assets of the  Company as  collateral  for the loan.  The note was
          originally  due on  October  2, 2004  along  with all  unpaid  accrued
          interest.  Under  the terms of the  secured  note the  obligation  was
          declared  in  default  as a  result  of its  insolvency.  The  Company
          continues to accrued interest under this obligation.

          During January 2002 the company borrowed $8,267 from an individual and
          no repayment terms have been established at this time.

Note 5:   Leases

          The Company leased certain  equipment under a master lease  agreement,
          which are classified as capital  leases.  The equipment  leases have a
          five year term with an option to acquire the  equipment  for $1 at the
          end of the lease term. The equipment was repossessed during April 2002
          and the  capitalized  leases were written off, as well as, the related
          lease  obligation.  Included  in  accounts  payable  is  approximately
          $68,300 to the  leasers on these  obligations.  The  Company  was also
          evicted from its office  facility  during April 2002 and no additional
          obligation  was recorded  (see note 6). As a result of the disposal of
          equipment  and lease  repossessions  the  Company  recorded  a loss of
          Approximately $151,500.

          The Company's  rental expense for operating  leases was  approximately
          $44,383  and  $60,615  for the  years  ended  June 30,  2002 and 2001,
          respectively.

                                      F-12
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2002 AND 2001


Note 6:   Commitments and Contingencies

          There are no legal  proceedings which the Company believes will have a
          material adverse effect on its financial position.

          The Company has not declared  dividends  on Series A or B  Convertible
          Preferred Stock. The cumulative  dividends in arrears through June 30,
          2002 was approximately $95,325.

          The Company's lease  obligation under the remaining lease term through
          December  2003  is  approximately  $70,000.  Management  is  currently
          negotiating a release from the landlord.

Note 7:   Common Stock

          As of June  30,  2002,  there  are  outstanding  9,586,242  non-public
          warrants and options to purchase the Company's  common stock at prices
          ranging from $.01 to $2.00 with a weighted  average  price of $.21 per
          share.

          As of June 30, 2002,  there were 524,044 shares of various  classes of
          Convertible  Preferred  Stock  outstanding  which can be  converted to
          888,818 shares of common stock (see Note 8).

          As of June 30, 2002, there are convertible debentures outstanding that
          can be  converted  to 360,000  shares of common Stock (see note 4) and
          the investor group can also convert the outstanding  loan to 1,197,159
          shares of common  stock at an exchange  rate of three shares for every
          dollar.

          On December 13, 2000, the Company entered into an investment agreement
          with Swartz Private Equity, LLC. The investment agreement provides for
          the  Company  to issue  and sell up to $20  million  of the  Company's
          common stock to Swartz,  subject to a formula based on stock price and
          trading volume for a three year period  beginning July 10, 2001 on the
          date that the registration statement was declared effective.  For each
          common stock share put to Swartz,  the Company will receive the lessor
          of 91% of the market or the market price less $.075.

          The total  number of shares of the  Company's  common stock that would
          have been issued upon conversion of the outstanding warrants, options,
          preferred stock and loans converted  equaled  12,032,219  shares as of
          June 30, 2002,  and would be in addition to the  63,959,010  shares of
          common stock outstanding as of June 30, 2002.

Note 8:   Preferred Stock

          The Company has  authorized  10,000,000  shares of $.001 par value per
          share Preferred Stock, of which the following were issued outstanding:

                                             Allocated           Outstanding
                                             ---------           -----------
            Series A Preferred                 100,000               15,500
            Series B Preferred                 200,000                3,500
            Series C Preferred               1,000,000               13,404
            Series D Preferred                 375,000              130,000
            Series E Preferred               1,000,000              275,000
            Series P Preferred                 600,000               86,640
                                             ---------            ---------
            Total Preferred Stock            1,900,000              524,044
                                             =========            =========

                                      F-13
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2002 AND 2001


Note 8:   Preferred Stock (continued)

          The  Company's  Series A  Convertible  5% Preferred  Stock  ("Series A
          Preferred"),  100,000 shares  authorized,  is convertible  into common
          stock at the rate of 1.6 shares of common  stock for each share of the
          Series A  Preferred.  Dividends  from date of issue,  are payable from
          retained earnings, and have been accumulated on June 30 each year, but
          have not been declared or paid (see Note 6).

          The  Company's  Series B  Convertible  8% Preferred  Stock  ("Series B
          Preferred"),  is  convertible  at the rate of 4 shares of common stock
          for each share of Series B Preferred. Dividends from date of issue are
          payable on June 30 from retained  earnings at the rate of 8% per annum
          and have not been declared or paid (see Note 6).

          The  Company's  Series  C  Convertible   Preferred  Stock  ("Series  C
          Preferred")  is convertible at a rate of .4 shares of common stock per
          share of Series C Preferred.

          The  Company's  Series  D  Convertible   Preferred  Stock  ("Series  D
          Preferred")  is  convertible at a rate of 2 shares of Common stock per
          share of Series D Preferred.

          The  Company's  Series  E  Convertible   Preferred  Stock  ("Series  E
          Preferred")  is  convertible at a rate of 2 shares of Common stock per
          share of Series E Preferred.

          The  Company's  Series  P  Convertible   Preferred  Stock  ("Series  P
          Preferred"), is convertible at a rate of .4 shares of common stock for
          each share of Series P Preferred.

          The  Company's  Series  A  Preferred,  Series  B  Preferred,  Series D
          Preferred  and  Series E  Preferred  were  issued  for the  purpose of
          raising  operating funds. The Series C Preferred was issued to certain
          holders of the Company's 10% Secured Notes in lieu of accrued interest
          and also will be held for future investment purposes.

          The Series P Preferred was issued to InfoPak  shareholders in exchange
          for  (1) all of the  outstanding  capital  stock  of  InfoPak,  (2) as
          signing bonuses for certain employees and a consultant of InfoPak, and
          (3) to  satisfy  InfoPak's  outstanding  debt  obligations  to certain
          shareholders.

Note 9:   Stock Option Plan and Equity Incentive Plan

          On November 15, 1999,  the Board of Directors of  Dimensional  Visions
          adopted the 1999 Stock  Option Plan (the "1999  Plan").  This plan was
          approved by a majority of our  stockholders  at our January 28,  2000,
          stockholders'  meeting. The purpose of the 1999 Plan is to advance the
          interests of the Company by encouraging and enabling  acquisition of a
          financial  interest  in the  Company  by its  officers  and  other key
          individuals.  The  1999  Plan  is  intended  to  aid  the  Company  in
          attracting  and retaining key  employees,  to stimulate the efforts of
          such  individuals  and to  strengthen  their desire to remain with the
          Company.  A maximum of 1,500,000  shares of the Company's common stock
          are  available to be issued under the 1999 Plan.  The option  exercise
          price will be 100% of the fair market  value of the  Company's  common
          stock on the date the option is granted and will be exercisable  for a
          period not to exceed 10 years from the date of grant.

          As of June 30, 2002,  no stock  options  have been granted  under this
          plan.

                                      F-14
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2002 AND 2001


Note 9:   Stock Option Plan and Equity Incentive Plan (continued)

          The Company on June 13, 1996  adopted the 1996 Equity  Incentive  Plan
          (the "Plan") covering  10,000,000 shares of the Company's common stock
          $.001 par value, pursuant to which officers,  directors, key employees
          and consultants of the Company are eligible to receive  incentive,  as
          well as non-qualified  stock options,  SAR's, and Restricted Stock and
          Deferred  Stock.  The  Plan,  which  expires  in  June  2006,  will be
          administered by the Compensation  Committee of the Board of Directors.
          Incentive  stock options  granted under the Plan are exercisable for a
          period of up to 10 years from the date of grant at an exercise  price,
          which is not less than the fair  market  value of the common  stock on
          the date of the grant,  except  that the terms of an  incentive  stock
          option granted under the Plan to a stockholder owning more than 10% of
          the  outstanding  common  stock  may not  exceed  five  years  and the
          exercise  price  of an  incentive  stock  option  granted  to  such  a
          stockholder  may not be less  than  110% of the fair  market  value of
          common stock on the date of the grant. Non-qualified stock options may
          be granted on terms  determined by the  Compensation  Committee of the
          Board of  Directors.  SAR's  which give the holder  the  privilege  of
          surrendering  such rights for the appreciation in the Company's common
          stock between the time of grant and the  surrender,  may be granted on
          any terms  determined  by the  Compensation  Committee of the Board of
          Directors.

          Restricted stock awards entitle the recipient to acquire shares for no
          cash consideration or for consideration determined by the Compensation
          Committee.  The award may be subject to  restrictions,  conditions and
          forfeiture  as the  Committee  may  determine.  Deferred  stock  award
          entitles recipient to receive shares in the future. Since inception of
          this plan in 1996 through June 30,  2000,  5,102,978  shares of common
          stock have been  issued.  As of June 30, 2002 and 2001,  no options or
          SAR's have been granted.

          If the Company had elected to recognize  compensation expense based on
          the fair  value  of stock  plans as  prescribed  by FAS No.  123,  the
          Company's net loss and net loss per share would have been increased to
          the pro forma amounts indicated below:

                                                        2002           2001
                                                     -----------    -----------
          Net Loss available to common shareholders  $(1,611,099)   $(1,144,550)
          Net Loss - pro forma                       $(1,611,099)   $(1,852,969)
          Net Loss per share - as reported           $      (.05)   $      (.11)
          Net Loss per share - pro forma             $      (.05)   $      (.19)

          The  weighted-average  fair  value at the date of  grant  for  options
          granted  in 2001 was  $.13.  The fair  value of each  option  grant is
          estimated on the date of grant using the Black-Scholes  Option Pricing
          Model.  The  following  weighted  average  assumptions  were used:  no
          dividends;  expected  volatility  factor of 133% for 2001 and 140% for
          2000;  risk-free  interest of 5%; and an expected  life of five years.
          The compensation  expense and pro forma net loss may not be indicative
          of amounts to be included in future periods.

                                      F-15
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2002 AND 2001


Note 10:  Income Taxes

          The tax effects of  significant  items  comprising  the  Company's net
          deferred taxes as of June 30, 2002 were as follows:

               Deferred tax assets:
                 Goodwill                                  $   228,000
                 Net operating loss carryforwards            7,848,000
                                                           -----------
                                                             8,076,000
                                                           -----------

               Net deferred tax asset                        8,076,000
               Valuation allowance                          (8,076,000)
                                                           -----------

               Net deferred tax asset reported             $        --
                                                           ===========

          The change in valuation allowance for the year ended June 30, 2002 was
          increased by approximately $804,000.

          There was no  provision  for current  income taxes for the years ended
          June 30, 2002 and 2001.

          The  federal  net  operating  loss   carryforwards   of  approximately
          $21,343,000  expires in various  years  through  2022. In addition the
          Company has state carryforwards of approximately $6,572,000.

          The Company has had numerous  transactions  in its common stock.  Such
          transactions may have resulted in a change in the Company's ownership,
          as defined in the Internal  Revenue Code Section 382.  Such change may
          result in an annual  limitation on the amount of the Company's taxable
          income which may be offset with its net operating loss  carryforwards.
          The Company has not  evaluated  the impact of Section  382, if any, on
          its ability to utilize its net operating loss  carryforwards in future
          years.

                                      F-16